As filed with the Securities and Exchange Commission
on December 19, 1995
Registration No. 33- ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
------------------------------------
DEL WEBB CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 86-0077724
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6001 North 24th Street, Phoenix, AZ 85016
(Address of Principal Executive Office) (Zip Code)
------------------------------------
DEL WEBB CORPORATION 1995 DIRECTOR STOCK PLAN
(Full title of plan)
------------------------------------
Robertson C. Jones, Esq.
Vice President and General Counsel
DEL WEBB CORPORATION
6001 North 24th Street
Phoenix, Arizona 85016
(Name and address of agent for service)
(602) 808-8000
(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 75,000 $18.95 $1,421,250 $285.00
$0.001 par value shares
================================================================================================================================
* Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee using the average of the high and low price of the
Registrant's Common Stock reported on the New York Stock Exchange on
December 19, 1995.
================================================================================================================================
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.
2. Current Report on Form 8-K dated August 10, 1995.
3. Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1995.
4. The description of the Company's Common Stock
included in Amendment No. 1 to the Company's
Registration Statement on Form S-3 (No. 33-60089),
as filed on July 21, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Reference is made to Section 145 of the Delaware General
Corporation Law (the "Delaware GCL"), as amended from time to time ("Section
145"), which provides for indemnification of directors and officers of a
corporation in certain circumstances. Under Article 7 of the Company's Amended
and Restated Certificate of Incorporation, the Company shall, to the full extent
permitted by Section 145, indemnify all persons whom it may indemnify pursuant
thereto. Additionally, Article 7 provides, among other matters, that the right
to indemnification conferred in Article 7 includes the right to advancement of
expenses by the Company, subject to a written undertaking to repay advances
required by the Delaware GCL.
The Company currently maintains directors' and officers'
liability insurance to supplement the protection provided in the Company's
Amended and Restated Certificate of Incorporation and its By-laws. Such
insurance which is renewable annually and is subject to standard terms and
conditions, including exclusions from coverage, insures directors and officers
against the cost of defense, settlement, or payment of a judgment under certain
circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
----------- -----------
5 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Snell & Wilmer L.L.P.(included
in the opinion filed as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included in signature
pages).
In addition to those exhibits shown above, the Company hereby
incorporates by reference the following exhibits:
Exhibit Originally Filed
No. Description as Exhibit:
- ------- ----------- ----------------
4.1 By-laws of the Company Appendix C to the Company's
Proxy Statement for the Annual
Meeting of Shareholders held
November 2, 1994.
4.2 Amended and Restated Appendix B to the Company's
Certificate of Proxy Statement for the Annual
Incorporation of the Meeting of Shareholders held
Company November 2, 1994.
99 Del Webb Corporation Appendix A to the Company's
1995 Director Stock Plan Proxy Statement for the Annual
Meeting of Shareholders held
November 8, 1995.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on November 27, 1995.
DEL WEBB CORPORATION
By: /s/Philip J. Dion
----------------------------------
Philip J. Dion
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Philip J. Dion, Robertson C. Jones, and Donald V. Mickus, and
each of them, as attorneys-in-fact, to sign his name on his behalf, individually
and in each capacity designated below, and to file any amendments, including
post-effective amendments to this registration statement.
Signature Title Date
--------- ----- ----
By: /s/Philip J. Dion Director, Chairman November 27, 1995
----------------------- of the Board, and Chief
Philip J. Dion Executive Officer
(Principal Executive
Officer)
By: /s/John A. Spencer Senior Vice- November 27, 1995
----------------------- President and Chief
John A. Spencer Financial Officer
By: /s/David E. Rau Vice President and November 27, 1995
------------------------ Controller (Principal
David E. Rau Accounting Officer)
By: /s/D. Kent Anderson Director November 27, 1995
------------------------
D. Kent Anderson
By: /s/Robert Bennett Director November 27, 1995
------------------------
Robert Bennett
By: /s/Hugh F. Culverhouse, Jr. Director November 27, 1995
------------------------
Hugh F. Culverhouse, Jr.
By: /s/Kenny C. Guinn Director November 27, 1995
------------------------
Kenny C. Guinn
By: /s/J. Russell Nelson Director November 27, 1995
------------------------
J. Russell Nelson
By: /s/Peter A. Nelson Director November 27, 1995
------------------------
Peter A. Nelson
By: /s/Michael E. Rossi Director November 27, 1995
------------------------
Michael E. Rossi
By: /s/C. Anthony Wainwright Director November 27, 1995
------------------------
C. Anthony Wainwright
By: /s/Sam Yellen Director November 27, 1995
------------------------
Sam Yellen
INDEX TO EXHIBITS
Page in Sequential Numbering
Exhibit System in Manually Signed Original
No. Description on Which Exhibits May be Found
------- ----------- ----------------------------------
4.1 By-laws of the (Incorporated by reference to
Company. Appendix C to the Company's Proxy
statement for the Annual Meeting
of Shareholders held November 2,
1994).
4.2 Amended and Restated (Incorporated by reference to
Certificate of Appendix B Proxy statement for the
Incorporation of the Annual Meeting of Shareholders
Company. held November 2, 1994).
5 Opinion of Snell &
Wilmer L.L.P.
23.1 Consent of Snell & ---
Wilmer L.L.P. (included
in Exhibit 5).
23.2 Consent of KPMG Peat
Marwick LLP.
24 Power of Attorney ---
(included in signature
page).
99 Del Webb Corporation (Incorporated by reference to
1995 Director Stock Appendix A to the Company's Proxy
Plan. Statement for the Annual Meeting
of Shareholders of the Company
held November 8, 1995).
EXHIBIT 5
December 19, 1995
DEL WEBB CORPORATION
6001 North 24th Street
Phoenix, Arizona 85016
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the
Del Webb Corporation 1995 Director Stock Plan (the "Plan") of up to 75,000
shares of the Company's Common Stock, $.001 par value (the "Plan Shares"), as
contemplated in the Registration Statement on Form S-8 and the Exhibits thereto
to be filed by the Company with the Securities and Exchange Commission (the
"SEC"), under the Securities Act of 1933, as amended, on December 19, 1995 (the
"Registration Statement"). It is our opinion that:
1. All requisite action, other than any action on the part of the
proposed offerees, to make valid the proposed transactions
will have been taken when (i) the Registration Statement has
been filed with the SEC and has become effective and (ii) the
Company has complied with the state securities or "blue sky"
laws with respect to the offer and sale of the Plan Shares.
2. Upon completion of the foregoing steps, the Plan Shares, when
(i) the purchase price therefor has been paid to the Company
and (ii) the same shall have been acquired as contemplated in
the Registration Statement, will be validly issued, fully
paid, and non-assessable.
Consent is hereby given to the use of this opinion as part of the Registration
Statement.
Very truly yours,
Snell & Wilmer L.L.P.
[LETTERHEAD]
KPMG Peat Marwick LLP
Certified Public Accountants
EXHIBIT 23.2
------------
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------
The Board of Directors
Del Webb Corporation:
We consent to the use of our report incorporated herein by reference. Our report
refers to a change in the method of accounting for income taxes.
Phoenix, Arizona
December 18, 1995
