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WCI Communities, Inc. Confirms ``Net Share Settlement''
Provision On Convertible Securities
BONITA SPRINGS, Fla., Dec 16, 2004 (BUSINESS WIRE) -- WCI Communities, Inc.
(WCI) announced today it has elected to use a "net share settlement"
provision with respect to its 4.0% contingent convertible senior
subordinated notes due 2023 for any notes tendered for conversion or
designated for redemption. In the event holders choose to tender their
notes, or if WCI decides to redeem the notes, WCI will pay cash for 100
percent of the principal amount of such notes. In the event that the cash
conversion price (defined as 4.5 million shares times the stock price at
date of conversion) exceeds 100 percent of the principal amount of the
notes, WCI may elect to issue common stock or pay an amount of cash
equivalent to the difference between the cash conversion price and 100
percent of the principal amount of the notes.
The foregoing summary of the amendment to the Indenture is subject to and
qualified by the amendment to the Indenture, which will be filed by WCI as
an exhibit to a current report on Form 8-K on December 17, 2004.
Because WCI has foregone the right to use shares in a tender or conversion
of the principal amount of the notes, WCI will not include in its
calculation of diluted earnings per share (EPS) the underlying shares
associated with the potential conversion of the principal amount of the
contingent convertible notes into common stock.
About WCI
WCI Communities, Inc., named America's Best Builder 2004 by the National
Association of Home Builders and Builder Magazine, has been creating
amenity-rich, master-planned lifestyle communities since 1946. Florida-based
WCI and its Northeast U.S. subsidiary, WCI Spectrum Communities, cater to
primary, retirement, and second-home buyers in Florida, New York, New
Jersey, and Connecticut. The company offers traditional and tower home
choices with prices from the mid-$100,000s to more than $10 million and
feature a wide array of recreational amenities. In addition to homebuilding,
WCI generates revenues from its Prudential Florida WCI Realty Division, its
mortgage and title businesses, and its amenities, as well as through land
sales, joint ventures, and partnerships. The company currently owns and
controls developable land of approximately 18,000 acres.
For more information about WCI and its residential communities visit
www.wcicommunities.com
Certain information included herein and in other company reports, Security
and Exchange Commission filings, statements and presentations is
forward-looking within the meaning of the Private Securities Litigation
Reform Act of 1995, including, but not limited to, statements about the
company's anticipated operating results, financial resources, ability to
acquire land, ability to sell homes and properties, ability to deliver homes
from backlog, and ability to secure materials and subcontractors. Such
forward-looking information involves important risks and uncertainties that
could significantly affect actual results and cause them to differ
materially from expectations expressed herein and in other company reports,
filings, statements and presentations. These risks and uncertainties include
WCI's ability to compete in real estate markets where we conduct business;
the availability and cost of land in desirable areas in Florida and
elsewhere and our ability to expand successfully into those areas; WCI's
ability to obtain necessary permits and approvals for the development of its
lands; the availability of capital to WCI and our ability to effect growth
strategies successfully; WCI's ability to pay principal and interest on its
current and future debts; WCI's ability to maintain or increase historical
revenues and profit margins; availability of labor and materials and
material increases in labor and material costs; increases in interest rates
and availability of mortgage financing; the level of consumer confidence;
adverse legislation or regulations; unanticipated litigation or legal
proceedings; natural disasters; and changes in general economic, real estate
and business conditions. If one or more of the assumptions underlying our
forward-looking statements proves incorrect, then the company's actual
results, performance or achievements could differ materially from those
expressed in, or implied by the forward-looking statements contained in this
report. Therefore, we caution you not to place undue reliance on our
forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise. This statement is provided as permitted by the
Private Securities Litigation Reform Act of 1995.
SOURCE: WCI Communities, Inc.
WCI Communities, Inc., Bonita Springs
Investor Contact:
Steve Zenker, 239-498-8066
stevezenker@wcicommunities.com
or
Media Contact:
Ken Plonski, 239-498-8691
kenplonski@wcicommunities.com
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