SEC Info - Highbridge Capital Management LLC - ‘SC 13D/A’ on 5/10/07 re: Wci Communities Inc

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Highbridge Capital Management LLC – ‘SC 13D/A’ on 5/10/07 re: Wci Communities Inc

On: Thursday, 5/10/07, at 3:59pm ET · Accession #: 902664-7-1688 · File #: 5-78427

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/10/07  Highbridge Capital Management LLC SC 13D/A               1:50K  Wci Communities Inc               Schulte Roth & Z… LLP/FA

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Wci Communities, Inc.                                 23     87K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Identity and Background Interest in Securities of the Issuer Materials to be Filed as Exhibits Source and Amount of Funds and Other Consideration
1	1st Page - Filing Submission
11	Item 2. Identity and Background
12	Item 3. Source and Amount of Funds and Other Consideration
13	Item 5. Interest in Securities of the Issuer
18	Item 7. Materials to be Filed as Exhibits

SC 13D/A 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

 SCHEDULE 13D/A*
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)

(AMENDMENT NO. 1)(1)

 WCI COMMUNITIES, INC.
------------------------------------------------------
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE PER SHARE
------------------------------------------------------
 (Title of Class of Securities))

 92923C104
------------------------------------------------------
(CUSIP NUMBER)

Michelina Cuccia
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
------------------------------------------------------
 (Name, address and telephone number of person
 authorized to receive notices and communications)

 May 8, 2007
------------------------------------------------------
(Date of event which requires filing of this statement))

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the         
following box [ ].                                                              

   NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other   
parties to whom copies are to be sent.                                          

(Continued on following pages)

(Page 1 of 23 Pages)

--------------------------------------------------------------------------------
 (1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter the disclosures provided in a prior cover page.                           

   The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act  
of 1934 ("Act") or otherwise subject to the liabilities of that section of the  
Act but shall be subject to all other provisions of the Act (however, see the   
Notes).                                                                         

SC 13D/A 2nd Page of 23 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 92923C104                    13D/A                        Page 2 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

               Highbridge Capital Management, LLC           20-1901985

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
OO                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
Delaware          
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
3,589,500                               
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
3,589,500                               
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
3,589,500                               
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
8.54%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
OO                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 3rd Page of 23 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 92923C104                    13D/A                        Page 3 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

Highbridge International LLC                            

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
WC                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
                 Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
2,306,225                               
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
2,306,225                               
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
2,306,225                               
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
5.49%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
OO                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 4th Page of 23 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 92923C104                    13D/A                        Page 4 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

     STAR, L.P. (a statistical arbitrage strategy)

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
WC                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
                 Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
-0-                                     
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
-0-                                     
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
-0-                                     
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
0%                                      
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
PN                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 5th Page of 23 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 92923C104                    13D/A                        Page 5 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

         Highbridge Event Driven/Relative Value Fund, L.P.

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
WC                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
Delaware          
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
166,326                                 
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
166,326                                 
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
166,326                                 
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
0.40%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
PN                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 6th Page of 23 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 92923C104                    13D/A                        Page 6 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

         Highbridge Event Driven/Relative Value Fund, Ltd.

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
WC                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
                 Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
1,115,349                               
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
1,115,349                               
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
1,115,349                               
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
2.65%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
CO                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 7th Page of 23 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No. 92923C104                    13D/A                        Page 7 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

             Highbridge Fixed Income Opportunity Master Fund, L.P.

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
WC                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
Cayman Islands, British West Indies     
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
1,104                                   
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
1,104                                   
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
1,104                                   
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
0.00%                                 
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
PN                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 8th Page of 23 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No. 92923C104                    13D/A                        Page 8 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

              Highbridge Fixed Income Opportunity Institutional Fund, Ltd.

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
WC                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
                 Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
496                                     
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
496                                     
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
496                                     
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
0.00%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
CO                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 9th Page of 23 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No. 92923C104                    13D/A                        Page 9 of 23

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

Glenn Dubin                             

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
OO                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
United States     
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
3,589,500                               
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
3,589,500                               
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
3,589,500                               
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
8.54%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
IN                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 10th Page of 23 TOC 1st Previous Next ↓Bottom Just 10th
CUSIP No. 92923C104                    13D/A                      Page 10 of 23 

--------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSONS                                      
I.R.S. IDENTIFICATION NOS.                              
OF ABOVE PERSONS (ENTITIES ONLY)                        

Henry Swieca                            

--------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **            
                                                            (a)  [X]
                                                            (b)  [ ]
--------------------------------------------------------------------------------
(3)    SEC USE ONLY                                                   

--------------------------------------------------------------------------------
(4)    SOURCE OF FUNDS **                                             
OO                      
--------------------------------------------------------------------------------
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                
         REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                       [ ]
--------------------------------------------------------------------------------
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION                           
United States     
--------------------------------------------------------------------------------
NUMBER OF      (7)  SOLE VOTING POWER                                           
-0-                                     
SHARES         -----------------------------------------------------------------

BENEFICIALLY   (8)  SHARED VOTING POWER                                         
3,589,500                               
OWNED BY       -----------------------------------------------------------------

EACH           (9)  SOLE DISPOSITIVE POWER                                      
-0-                                     
REPORTING      -----------------------------------------------------------------

PERSON WITH    (10) SHARED DISPOSITIVE POWER                                    
3,589,500                               
--------------------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED                            
BY EACH REPORTING PERSON                                
3,589,500                               
--------------------------------------------------------------------------------
(12)   CHECK BOX IF THE AGGREGATE AMOUNT                              
        IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ]
--------------------------------------------------------------------------------
(13)   PERCENT OF CLASS REPRESENTED                                   
BY AMOUNT IN ROW (11)                                   
8.54%                                   
--------------------------------------------------------------------------------
(14)   TYPE OF REPORTING PERSON **                                    
IN                                      
--------------------------------------------------------------------------------

 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A 11th Page of 23 TOC 1st Previous Next ↓Bottom Just 11th
CUSIP No. 92923C104                    13D/A                      Page 11 of 23 

This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13D    
filed on March 16, 2007, (the "Original Schedule 13D" and as amended, the       
"Schedule 13D") with respect to shares of common stock par value $0.01 per share
(the "Common Stock") of WCI Communities, Inc., a Delaware corporation (the      
"Company"). Capitalized terms used herein and not otherwise defined in this     
Amendment have the meanings set forth in the Schedule 13D. This Amendment amends
and restates Items 2, 3, 5 and 7 in their entirety as set forth below.          

Item 2.     Identity and Background.                                            

(a)  This Statement is filed by                                       

              (i)     Highbridge Capital Management, LLC, a Delaware limited
liability company, which is the General Partner of Highbridge Event             
Driven/Relative Value Fund, L.P., is the trading manager of Highbridge Event    
Driven/Relative Value Fund, Ltd., Highbridge Fixed Income Opportunity Master    
Fund, L.P. and Highbridge Fixed Income Opportunity Institutional Fund, Ltd.;    

              (ii)    Highbridge International LLC, a Cayman Islands limited
liability company, with respect to the shares of Common Stock directly and      
beneficially owned by it;                                                       

            (iii)   Highbridge Event Driven/Relative Value Fund, L.P., a
Delaware limited partnership, with respect to the shares of Common Stock        
directly and beneficially owned by it;                                          

            (iv)    Highbridge Event Driven/Relative Value Fund, Ltd., a
Cayman Islands company, with respect to the shares of Common Stock directly and 
beneficially owned by it;                                                       

                (v)     Highbridge Fixed Income Opportunity Master Fund, L.P., A
Cayman Islands partnership, with respect to the shares of Common Stock directly 
and beneficially owned by it;                                                   

               (vi)    Highbridge Fixed Income Opportunity Institutional Fund,
Ltd., a Cayman Islands company, with respect to the shares of Common Stock      
directly and beneficially owned by it                                           

           (vii)   Glenn Dubin, who serves as the co-CEO of Highbridge
Capital Management LLC; and                                                     

            (viii)  Henry Swieca, who serves as the co-CEO of Highbridge
Capital Management LLC.                                                         

The foregoing persons are hereinafter sometimes collectively referred to as the 
"Reporting Persons." Any disclosures herein with respect to persons other than  
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.                                                          

Due to changes in the reporting structure of Highbridge Capital Management, LLC,
the following entities are no longer reporting persons: Highbridge Capital      
Corporation, Highbridge Master L.P., Highbridge Capital L.P. Highbridge GP, Ltd.
and Highbridge GP, LLC.                                                         

SC 13D/A 12th Page of 23 TOC 1st Previous Next ↓Bottom Just 12th
CUSIP No. 92923C104                    13D/A                      Page 12 of 23 

(b) The address of the principal business and principal office of     
Highbridge Capital Management, LLC is 9 West 57th Street, 27th Floor, New York, 
NY 10019. The address of the principal business and principal office of         
Highbridge Event Driven/Relative Value Fund, L.P., Highbridge Event             
Driven/Relative Value Fund, Ltd., Glenn Dubin and Henry Swieca is c/o Highbridge
Capital Management, LLC is 9 West 57th Street, 27th Floor, New York, NY 10019.  
The address of the principal business and principal office of Highbridge        
International LLC, Highbridge Fixed Income Opportunity Master Fund, L.P. and    
Highbridge Fixed Income Opportunity Institutional Fund, Ltd. is The Cayman      
Corporate Center, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands,    
British West Indies. The principal business addresses of the officers and       
directors of each of Highbridge Event Driven/Relative Value Fund Ltd. and       
Highbridge Fixed Income Opportunity Institutional Fund, Ltd., as well as the    
principal business addresses of the general partner of each of Highbridge Fixed 
Income Opportunity Institutional Fund, L.P. and Highbridge Event Driven/Relative
Value Fund, L.P. are set forth on Schedule A and incorporated herein by         
reference.                                                                      

(c) The principal business of each of the Reporting Persons is the    
management of investment funds and activities related thereto. The principal    
occupations of the officers and directors of each of Highbridge Event           
Driven/Relative Value Fund Ltd. and Highbridge Fixed Income Opportunity         
Institutional Fund, Ltd., as well as the principal occupations of the general   
partner of each of Highbridge Fixed Income Opportunity Institutional Fund, L.P. 
and Highbridge Event Driven/Relative Value Fund, L.P. are set forth on Schedule 
A and incorporated herein by reference.                                         

(d) None of the Reporting Persons nor any of the persons and entities 
listed on Schedule A has, during the last five years, been convicted in a       
criminal proceeding (excluding traffic violations or similar misdemeanors).     

(e) None of the Reporting Persons nor any of the persons and entities 
listed on Schedule A has, during the last five years, been a party to a civil   
proceeding of a judicial or administrative body of competent jurisdiction and,  
as a result of such proceeding, was, or is subject to, a judgment, decree or    
final order enjoining future violations of, or prohibiting or mandating         
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.                                                      

(f) Highbridge Capital Management, LLC is a Delaware limited liability
company. Highbridge International LLC is a Cayman Islands limited liability     
company. Highbridge Event Driven/Relative Value Fund, Ltd. and Highbridge Fixed 
Income Opportunity Institutional Fund, Ltd. are each a Cayman Islands company.  
Highbridge Event Driven/Relative Value Fund, L.P. is a Delaware limited         
partnership. Highbridge Fixed Income Opportunity Master Fund, L.P. is a Cayman  
Islands partnership. Glenn Dubin and Henry Swieca are each a citizen of the     
United States.                                                                  

Item 3.     Source and Amount of Funds and Other Consideration.                 

    The Common Stock purchased by Highbridge Event Driven/Relative Value Fund,
Ltd. was acquired with working capital in open market transactions at an        
aggregate cost (including commissions, if any) of approximately $26,592,661.58. 
The Common Stock purchased by Highbridge Event Driven/Relative Value Fund, L.P. 
was acquired with working capital in open market transactions at an aggregate   
cost (including commissions, if any) of approximately $3,988,545.58. The Common 
Stock purchased by Highbridge International LLC was acquired with working       
capital in open market transactions at an aggregate cost (including commissions,
if any) of approximately $52,584,137.63. The Common Stock purchased by          
Highbridge Fixed Income Opportunity Master Fund, L.P. was                       

SC 13D/A 13th Page of 23 TOC 1st Previous Next ↓Bottom Just 13th
CUSIP No. 92923C104                    13D/A                      Page 13 of 23 

acquired with working capital in open market transactions at an aggregate cost  
(including commissions, if any) of approximately $24,954.97. The Common Stock   
purchased by Highbridge Fixed Income Opportunity Institutional Fund, Ltd. was   
acquired with working capital in open market transactions at an aggregate cost  
(including commissions, if any) of approximately $11,212.13. The proceeds       
obtained by STAR, L.P. from the short sales in the open market amount to        
approximately $557,134.57.                                                      

Item 5.     Interest in Securities of the Issuer.                               

A.   Highbridge Capital Management, LLC                               

         (a)  As of the date hereof, Highbridge Capital Management, LLC may be
           deemed the beneficial owner of (i) 1,115,349 shares of Common
               Stock owned by Highbridge Event Driven/Relative Value Fund, Ltd.,
           (ii) 166,326 shares of Common Stock owned by Highbridge Event
         Driven/Relative Value Fund, L.P., (iii) 2,306,225 shares of
            Common Stock owned by Highbridge International LLC, (iv) 1,104
     shares of Common Stock owned by Highbridge Fixed Income
              Opportunity Master Fund, L.P. and (v) 496 shares of Common Stock
              owned by Highbridge Fixed Income Opportunity Institutional Fund,
Ltd.                                              

        Percentage: Approximately 8.54% as of the date hereof. The
              percentages used herein and in the rest of Item 5 are calculated
               based upon 42,010,267 shares, which reflects the number of shares
               of Common Stock outstanding as of May 4, 2007, as reported in the
           Company's Quarterly Report on Form 10-Q filed on May 8, 2007.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

  (c)  Highbridge Capital Management, LLC did not enter into any
              transactions in the Common Stock within the last sixty days. The
               transactions in the Common Stock since the filing of the Original
       Schedule 13D by Highbridge International LLC, STAR, L.P.,
           Highbridge Event Driven/Relative Value Fund, L.P., Highbridge
           Event Driven/Relative Value Fund, Ltd., which were all in the
            open market, are set forth in Schedule B, and are incorporated
herein by reference.                              

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

B.   Highbridge International LLC                                     

          (a)  As of the date hereof, Highbridge International LLC may be deemed
       the beneficial owner of 2,306,225 shares of Common Stock.

    Percentage: Approximately 5.49% as of the date hereof.

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CUSIP No. 92923C104                    13D/A                      Page 14 of 23 

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

    (c)  The number of shares of Common Stock acquired by Highbridge
              International LLC is set forth on Schedule B and is incorporated
            herein by reference. Highbridge International LLC entered into
               transactions in the Common Stock since the filing of the Original
Schedule 13D, which are set forth on Schedule B.  

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

C.   STAR, L.P.                                                       

        (a)  As of the date hereof, STAR, L.P. does not beneficially own any
shares of Common Stock.                           

 Percentage: Approximately 0% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

     (c)  STAR, L.P. did not enter into any transactions in the Common
  Stock since the filing of the Original Schedule 13D.

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

D.   Highbridge Event Driven/Relative Value Fund, L.P.                

      (a)  As of the date hereof, Highbridge Event Driven/Relative Value
             Fund, L.P. may be deemed the beneficial owner of 166,326 shares
of Common Stock.                                  

    Percentage: Approximately 0.40% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

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CUSIP No. 92923C104                    13D/A                      Page 15 of 23 

          (c)  The number of shares of Common Stock acquired by Highbridge Event
             Driven/Relative Value Fund, L.P. is set forth on Schedule B and
   is incorporated herein by reference. Highbridge Event
               Driven/Relative Value Fund, L.P. entered into transactions in the
               Common Stock since the filing of the Original Schedule 13D, which
are set forth on Schedule B.                      

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

E.   Highbridge Event Driven/Relative Value Fund, Ltd.                

      (a)  As of the date hereof, Highbridge Event Driven/Relative Value
               Fund, Ltd. may be deemed the beneficial owner of 1,115,349 shares
of Common Stock.                                  

    Percentage: Approximately 2.65% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

          (c)  The number of shares of Common Stock acquired by Highbridge Event
             Driven/Relative Value Fund, Ltd. is set forth on Schedule B and
   is incorporated herein by reference. Highbridge Event
               Driven/Relative Value Fund, Ltd. entered into transactions in the
               Common Stock since the filing of the Original Schedule 13D, which
are set forth on Schedule B.                      

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

F.   Highbridge Fixed Income Opportunity Master Fund, L.P.            

          (a)  As of the date hereof, Highbridge Fixed Income Opportunity Master
              Fund, L.P. may be deemed the beneficial owner of 1,104 shares of
Common Stock.                                     

    Percentage: Approximately 0.00% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

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CUSIP No. 92923C104                    13D/A                      Page 16 of 23 

      (c)  Highbridge Fixed Income Opportunity Master Fund, L.P. did not
            enter into any transaction in the Common Stock within the last
sixty days.                                       

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

G.   Highbridge Fixed Income Opportunity Institutional Fund, Ltd.     

   (a)  As of the date hereof, Highbridge Fixed Income Opportunity
            Institutional Fund, Ltd. may be deemed the beneficial owner of
496 shares of Common Stock.                       

    Percentage: Approximately 0.00% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

         (c)  Highbridge Fixed Income Opportunity Institutional Fund, Ltd. did
           not enter into any transaction in the Common Stock within the
last sixty days.                                  

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

H.   Glenn Dubin                                                      

        (a)  As of the date hereof, Glenn Dubin may be deemed the beneficial
               owner of (i) 1,115,349 shares of Common Stock owned by Highbridge
            Event Driven/Relative Value Fund, Ltd., (ii) 166,326 shares of
          Common Stock owned by Highbridge Event Driven/Relative Value
         Fund, L.P., (iii) 2,306,225 shares of Common Stock owned by
             Highbridge International LLC, (iv) 1,104 shares of Common Stock
            owned by Highbridge Fixed Income Opportunity Master Fund, L.P.
          and (v) 496 shares of Common Stock owned by Highbridge Fixed
Income Opportunity Institutional Fund, Ltd.       

    Percentage: Approximately 8.54% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

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CUSIP No. 92923C104                    13D/A                      Page 17 of 23 

      (c)  Glenn Dubin did not enter into any transactions in the Common
              Stock within the last sixty days. The transactions in the Common
               Stock since the filing of the Original Schedule 13D by Highbridge
             International LLC, STAR, L.P., Highbridge Event Driven/Relative
            Value Fund, L.P., Highbridge Event Driven/Relative Value Fund,
       Ltd., which were all in the open market, are set forth in
   Schedule B, and are incorporated herein by reference.

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

I.   Henry Swieca                                                     

        (a)  As of the date hereof, Glenn Dubin may be deemed the beneficial
               owner of (i) 1,115,349 shares of Common Stock owned by Highbridge
            Event Driven/Relative Value Fund, Ltd., (ii) 166,326 shares of
          Common Stock owned by Highbridge Event Driven/Relative Value
         Fund, L.P., (iii) 2,306,225 shares of Common Stock owned by
             Highbridge International LLC, (iv) 1,104 shares of Common Stock
            owned by Highbridge Fixed Income Opportunity Master Fund, L.P.
          and (v) 496 shares of Common Stock owned by Highbridge Fixed
Income Opportunity Institutional Fund, Ltd.       

    Percentage: Approximately 8.54% as of the date hereof.

(b)  1.   Sole power to vote or direct vote: 0              
           2.   Shared power to vote or direct vote: See item (a) above.
     3.   Sole power to dispose or direct the disposition: 0
              4.   Shared power to dispose or direct the disposition: See item
(a) above.                              

       (c)  Henry Swieca did not enter into any transactions in the Common
              Stock within the last sixty days. The transactions in the Common
               Stock since the filing of the Original Schedule 13D by Highbridge
             International LLC, STAR, L.P., Highbridge Event Driven/Relative
            Value Fund, L.P., Highbridge Event Driven/Relative Value Fund,
       Ltd., which were all in the open market, are set forth in
   Schedule B, and are incorporated herein by reference.

        (d)  No person other than the Reporting Persons is known to have the
               right to receive, or the power to direct the receipt of dividends
           from, or proceeds from the sale of, such shares of the Common
Stock.                                            

(e)  Not applicable.                                        

The foregoing should not be construed in and of itself as an admission by any   
Reporting Person as to beneficial ownership of Common Shares owned by another   
Reporting Person. In addition, each of Highbridge Capital Management, LLC,      

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CUSIP No. 92923C104                    13D/A                      Page 18 of 23 

Glenn Dubin, and Henry Swieca disclaims beneficial ownership of Common Shares   
owned by Highbridge International LLC, Highbridge Event Driven/Relative Value   
Fund, L.P., Highbridge Event Driven/Relative Value Fund, Ltd., Highbridge Fixed 
Income Opportunity Master Fund, L.P. and Highbridge Fixed Income Opportunity    
Institutional Fund, Ltd.                                                        

Item 7.     Materials to be Filed as Exhibits.                                  

  There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.                                    

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CUSIP No. 92923C104                    13D/A                      Page 19 of 23 

Schedule A

 DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

The following sets forth the name, citizenship, principal occupation, 
position and address of each director and executive officer of the applicable   
Reporting Persons. To the best of the Reporting Persons' knowledge, except as   
set forth in this statement on Schedule 13D, none of the following individuals  
owns any Shares.                                                                

HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE FUND, LTD.                               

Clive Harris is a citizen of Cayman Islands. His principal occupation is        
chartered accountant, and he is a Director of Highbridge Event Driven/Relative  
Value Fund, Ltd. His business address is 30142 SMB Grand Cayman, Cayman Islands,
British West Indies.                                                            

Michael Austin is a citizen of Cayman Islands. His principal occupation is      
chartered accountant, and he is a Director of Highbridge Event Driven/Relative  
Value Fund, Ltd. His business address is PO Box 692, George Town, Grand Cayman, 
Cayman Islands, British West Indies.                                            

Henry Swieca is a citizen of the United States of America. His principal        
occupation is Co-Chairman of Highbridge Capital Management, Inc., and he is a   
Director of Highbridge Event Driven/Relative Value Fund, Ltd. His business      
address is Highbridge Capital Management Inc., 9 West 57th Street, New York, NY 
10153.                                                                          

HIGHBRIDGE FIXED INCOME OPPORTUNITY INSTITUTIONAL FUND, LTD.                    

Clive Harris is a citizen of Cayman Islands. His principal occupation is        
chartered accountant, and he is a Director of Highbridge Fixed Income           
Opportunity Institutional Fund, Ltd. His business address is 30142 SMB George   
Town, Grand Cayman, Cayman Islands, British West Indies.                        

Glenn Dubin is a citizen of the United States of America. His principal         
occupation is Co-Chairman of Highbridge Capital Management, Inc., and he is a   
Director of Highbridge Fixed Income Opportunity Institutional Fund, Ltd. His    
business address is Highbridge Capital Management Inc., 9 West 57th Street, New 
York, NY 10153.                                                                 

Richard Crawshaw is a citizen of the United Kingdom. His principal occupation is
acting as an independent director of offshore mutual funds, special purpose     
vehicles and investment management companies and offering of financial services,
and is a Director of Highbridge Fixed Income Opportunity Institutional Fund,    
Ltd. His business address is 10763 APO, George Town, Grand Cayman,              
Cayman Islands.                                                                 

HIGHBRIDGE FIXED INCOME OPPORTUNITY MASTER FUND, L.P.                           

Highbridge GP, Ltd., the General Partner of Highbridge Fixed Income Opportunity 
Master Fund, L.P., is a Cayman Islands company. Its principal business is the   
management of investment funds and activities related thereto. Its principal    
business address is c/o Harmonic Fund Services, The Cayman Corporate Centre, 4th
Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West Indies.     

HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE FUND, L.P.                               

Highbridge Capital Management, LLC, the General Partner of Highbridge Event     
Driven/Relative Value Fund, L.P., is a Delaware limited liability company. Its  
principal business is the management of investment funds and activities related 
thereto. Its principal business address is 9 West 57th Street, 27th Floor, New  
York, NY 10019.                                                                 

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CUSIP No. 92923C104                    13D/A                      Page 20 of 23 

Schedule B                                                                      

 Purchases and Sales of Common Stock

                                 DATE OF                        PURCHASE PRICE
PURCHASER                       TRANSACTION        AMOUNT(1)        PER UNIT    
----------------------------    -----------      ------------    -------------- 

Highbridge International LLC     3/27/2007          137,250           21.93     
Highbridge International LLC     3/27/2007           45,750           21.08     
Highbridge International LLC      5/8/2007          200,000           20.81     
Highbridge International LLC      5/8/2007           25,000           21.00     
Highbridge International LLC      5/8/2007           19,000           20.71     
Highbridge International LLC      5/8/2007           56,000           20.74     
                            ----------
Total                                      483,000            
                            ==========

Highbridge Event                                                                
Driven/Relative Value                                                           
Fund, L.P.                       3/27/2007            3,795           21.80     
Highbridge Event                                                                
Driven/Relative Value                                                           
Fund, L.P.                       3/27/2007           11,385           21.93     
                            ----------
                                15,180
                            ==========

Highbridge Event                                                                
Driven/Relative Value                                                           
Fund, Ltd.                       3/27/2007           25,455            21.80    
Highbridge Event                                                                
Driven/Relative Value                                                           
Fund, Ltd.                       3/27/2007           76,365            21.93    
                            ----------
                               101,820
                            ==========

(1)  A positive amount indicates a purchase of such amount. A negative amount   
indicates a sale of such amount.                                      

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CUSIP No. 92923C104                    13D/A                      Page 21 of 23 

SIGNATURES                                                                      

After reasonable inquiry and to the best of our knowledge and belief, the       
undersigned certify that the information set forth in this statement is true,   
complete and correct.                                                           

DATED:  May 10, 2007                                                            

HIGHBRIDGE INTERNATIONAL LLC             HIGHBRIDGE CAPITAL MANAGEMENT, LLC     

By: Highbridge Capital Management, LLC                                          
its Trading Manager                  By: /s/ Carolyn Rubin              
                                              --------------------------------
                     Name: Carolyn Rubin
                          Title: Managing Director
By: /s/ Carolyn Rubin                                                           
-----------------------------------                                     
Name: Carolyn Rubin                                                             
Title: Managing Director                                                        

HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE   HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE 
FUND, LTD.                               FUND, L.P.                             

By: Highbridge Capital Management, LLC   By: Highbridge Capital Management, LLC 
its Trading Manager                      its General Partner            

By: /s/ Carolyn Rubin                    By: /s/ Carolyn Rubin                  
 -----------------------------------      --------------------------------
Name: Carolyn Rubin                      Name: Carolyn Rubin                    
Title: Managing Director                 Title: Managing Director               

HIGHBRIDGE FIXED INCOME OPPORTUNITY      HIGHBRIDGE FIXED INCOME OPPORTUNITY    
INSTITUTIONAL FUND, LTD.                 MASTER FUND, L.P.                      

By: Highbridge Capital Management, LLC   By: Highbridge Capital Management, LLC 
its trading manager                      its trading manager            

By: /s/ Carolyn Rubin                    By: /s/ Carolyn Rubin                  
 -----------------------------------      --------------------------------
Name: Carolyn Rubin                      Name: Carolyn Rubin                    
Title: Managing Director                 Title: Managing Director               

/s/ Glenn Dubin                          /s/ Henry Swieca                       
-----------------------------            -----------------------------          
GLENN DUBIN                              HENRY SWIECA                           

STAR, L.P.                                                                      

By: Highbridge GP, Ltd.                                                         
Its General Partner                                                     

By: /s/ Clive Harris                                                            
------------------------                                                
Name: Clive Harris                                                              
Title: Director                                                                 

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CUSIP No. 92923C104                    13D/A                      Page 22 of 23 

 EXHIBIT 1

 JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1

The undersigned acknowledge and agree that the foregoing statement on Schedule  
13D is filed on behalf of each of the undersigned and that all subsequent       
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition    
statements. The undersigned acknowledge that each shall be responsible for the  
timely filing of such amendments and for the completeness and accuracy of the   
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,     
except to the extent that he or it knows or has reason to believe that such     
information is inaccurate.                                                      

HIGHBRIDGE INTERNATIONAL LLC             HIGHBRIDGE CAPITAL MANAGEMENT, LLC     

By: Highbridge Capital Management, LLC                                          
its Trading Manager                  By: /s/ Carolyn Rubin              
                                              --------------------------------
                     Name: Carolyn Rubin
                          Title: Managing Director
By: /s/ Carolyn Rubin                                                           
-----------------------------------                                     
Name: Carolyn Rubin                                                             
Title: Managing Director                                                        

HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE   HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE 
FUND, LTD.                               FUND, L.P.                             

By: Highbridge Capital Management, LLC   By: Highbridge Capital Management, LLC 
its Trading Manager                      its General Partner            

By: /s/ Carolyn Rubin                    By: /s/ Carolyn Rubin                  
 -----------------------------------      --------------------------------
Name: Carolyn Rubin                      Name: Carolyn Rubin                    
Title: Managing Director                 Title: Managing Director               

HIGHBRIDGE FIXED INCOME OPPORTUNITY      HIGHBRIDGE FIXED INCOME OPPORTUNITY    
INSTITUTIONAL FUND, LTD.                 MASTER FUND, L.P.                      

By: Highbridge Capital Management, LLC   By: Highbridge Capital Management, LLC 
its trading manager                      its trading manager            

By: /s/ Carolyn Rubin                    By: /s/ Carolyn Rubin                  
 -----------------------------------      --------------------------------
Name: Carolyn Rubin                      Name: Carolyn Rubin                    
Title: Managing Director                 Title: Managing Director               

/s/ Glenn Dubin                          /s/ Henry Swieca                       
-----------------------------            -----------------------------          
GLENN DUBIN                              HENRY SWIECA                           

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CUSIP No. 92923C104                    13D/A                      Page 23 of 23 

STAR, L.P.                                                                      

By: Highbridge GP, Ltd.                                                         
Its General Partner                                                     

By: /s/ Clive Harris                                                            
------------------------                                                
Name: Clive Harris                                                              
Title: Director

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	5/10/07	21		13F-HR, DEFA14A, SC 14D9/A
	5/8/07	1	13	10-Q, 8-K
	5/4/07	13
	3/16/07	11		SC 13D
				List all Filings

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Filing Submission 0000902664-07-001688 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Highbridge Capital Management LLC – ‘SC 13D/A’ on 5/10/07 re: Wci Communities Inc

On: Thursday, 5/10/07, at 3:59pm ET · Accession #: 902664-7-1688 · File #: 5-78427

Previous ‘SC 13D’: ‘SC 13D’ on 3/16/07 · Next: ‘SC 13D/A’ on 12/12/07 · Latest: ‘SC 13D/A’ on 2/21/23

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents