SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
DEL WEBB CORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
- ----------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- ----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
- ----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------------------
(5) Total fee paid: $125.00
- ----------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
DEL WEBB CORPORATION
PHOENIX, ARIZONA
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
------------------------------
NOVEMBER 14, 1996
------------------------------
NOTICE AND PROXY STATEMENT
------------------------------
<PAGE>
DEL WEBB CORPORATION
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
NOVEMBER 14, 1996
----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders (the
"Annual Meeting") of DEL WEBB CORPORATION, a Delaware corporation (the
"Company"), will be held at The Wigwam Resort, 300 Indian School Road,
Litchfield Park, Arizona 85340, on Wednesday, November 14, 1996, at 9:00 a.m.,
Mountain Standard Time, for the purposes of:
1. Electing three Class III Directors for three-year terms expiring at the
Annual Meeting of Shareholders to be held in 1999 or until their
successors have been duly elected and qualified;
2. Ratifying the appointment of KPMG Peat Marwick LLP as the principal
independent public accounting firm of the Company for the year ending
June 30, 1997; and
3. Transacting such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on September 16, 1996
as the Record Date for Shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof.
IN ORDER THAT ADEQUATE PREPARATIONS MAY BE MADE FOR THE ANNUAL MEETING,
PLEASE MARK YOUR PROXY IF YOU WISH TO ATTEND. A MEETING ATTENDANCE CARD THEN
WILL BE MAILED TO YOU PROMPTLY TO FACILITATE YOUR ATTENDANCE.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE MARK,
SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT IN THE ACCOMPANYING ENVELOPE. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY WRITTEN NOTICE
TO THE SECRETARY OF THE COMPANY, BY VOTING IN PERSON AT THE ANNUAL MEETING, OR
BY SUBMITTING A LATER DATED PROXY.
On Behalf of the Board of Directors
DONALD V. MICKUS
Vice President,
Secretary and Treasurer
Phoenix, Arizona
Dated: October 2, 1996
<PAGE>
DEL WEBB CORPORATION
6001 NORTH 24TH STREET
PHOENIX, ARIZONA 85016
602-808-8000
----------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 1996
----------------------
SOLICITATION OF PROXY
This Proxy Statement has been prepared in connection with the Board of
Directors solicitation of the enclosed proxy for the 1996 Annual Meeting of
Shareholders of Del Webb Corporation, a Delaware corporation (the "Company"), to
be held on November 14, 1996, at 9:00 a.m., Mountain Standard Time, at The
Wigwam Resort, 300 Indian School Road, Litchfield Park, Arizona 85340. The
solicitation of the enclosed form of proxy is made by the Board of Directors of
the Company and the cost of the solicitation will be borne by the Company. The
Proxy Statement has been furnished to the record holders of shares of common
stock, $.001 par value, of the Company (the "Common Stock") at the close of
business on September 16, 1996 (the "Record Date"). The accompanying Notice of
Annual Meeting, this Proxy Statement, and the enclosed proxy are being mailed on
or about October 2, 1996 to holders of shares of Company Common Stock on the
Record Date.
The Annual Meeting is for the purposes of:
1. Electing three Class III Directors or three-year terms expiring at the
Annual Meeting of Shareholders to be held in 1999 or until their
successors have been duly elected and qualified;
2. Ratifying the appointment of KPMG Peat Marwick LLP as the principal
independent public accounting firm of the Company for the year ending
June 30, 1997; and
3. Transacting such other business as may properly come before the Annual
Meeting.
INFORMATION AS TO VOTING SECURITIES
As of the Record Date, the outstanding securities of the Company entitled to
a vote at the meeting consisted of 17,545,207 shares of Common Stock, each share
being entitled to one vote. A majority of the outstanding shares entitled to
vote shall constitute a quorum for the conduct of business.
ACTION TO BE TAKEN UNDER THE PROXIES
A properly executed proxy in the enclosed form will be voted in accordance
with the instructions thereon. If no instructions are given with respect to the
matters to be acted on, the persons acting under the proxies will vote the
shares represented thereby in favor of the election of the nominees for
directors named herein; in favor of the appointment of KPMG Peat Marwick LLP as
the principal independent public accounting firm of the Company for the year
ending June 30, 1997; and at their discretion as to such other business as may
come before the meeting or any adjournment thereof. The Board of Directors is
not aware of any other business to be brought before the meeting. If other
proper matters or matters of which
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the Board is not aware a reasonable time prior to the meeting are introduced,
then, to the extent permissible by law, the persons named in the enclosed proxy
will vote the shares they represent in accordance with their judgment.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of election appointed for the meeting and those votes will
determine whether or not a quorum is present. The inspectors of election will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to the shareholders for a vote.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
considered present and entitled to vote with respect to that matter.
A shareholder executing and returning a proxy has the power to revoke it at
any time prior to the Annual Meeting by giving written notice of revocation to
the Secretary of the Company, by voting in person at the meeting, or by
submitting a later dated proxy.
All shareholders with valid meeting attendance cards will be admitted to the
Annual Meeting. Accordingly, if you plan to attend the meeting, please mark the
box provided on your proxy card so that we may send you an attendance card.
Shareholders also may obtain an attendance card by submitting a written request
to the Secretary of the Company.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated the three directors named below to serve three-year
terms as Class III Directors. The election of the nominees requires a plurality
of the votes cast with a quorum present.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ELECTION OF THE CLASS III DIRECTORS.
DIRECTORS AND NOMINEES
The Board of Directors currently has ten members, three members in each of
Classes I and III, and four members in Class II. At the Annual Meeting of
Shareholders on November 14, 1996, directors in Class III will be elected to
serve until the Annual Meeting of Shareholders in 1999, or until their
successors are elected and qualified.
It is not anticipated that any nominee for election as a director will become
unable to accept nomination but, if such an event should occur, the person or
persons acting under the proxies will vote for a substitute nominee designated
by the Board of Directors or the remaining nominees if no substitute is
nominated.
NOMINEES FOR ELECTION
FOR TERM EXPIRING AT 1999 ANNUAL MEETING
CLASS III
PHILIP J. DION, 51, has been the Company's Chairman of the Board and Chief
Executive Officer since November 1987. Mr. Dion joined the Company in 1982 and
held various positions in the Company until his appointment as Chairman of the
Board and Chief Executive Officer.
J. RUSSELL NELSON, 66, a director of the Company since 1983, was Dean of
Business and Administration of the University of Colorado from 1989 until his
retirement in 1992 and was President of Arizona State University from 1981 to
1989.
PETER A. NELSON, 64, a director since 1984, was Senior Vice President of
Marketing with McDonald's Corporation from 1984 until his retirement in 1990.
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<PAGE>
CONTINUING DIRECTORS
FOR TERM EXPIRING AT 1997 ANNUAL MEETING
CLASS I
ROBERT BENNETT, 71, a director since 1985, was Executive Vice President with
Daiwa Securities America, Inc., an investment banking firm, from July 1995 until
his retirement in June 1996, and was Senior Vice President of Daiwa Securities
America, Inc. from January 1987 to July 1995.
HUGH F. CULVERHOUSE, JR., 47, a director since 1990, has been a partner in
the law firm of Hugh F. Culverhouse, P.A. and its predecessor firm since 1987.
C. ANTHONY WAINWRIGHT, 63, a director of the Company since 1988, has been the
Chairman of the advertising agency of Harris, Drury, Cohen, Inc. since May 1995.
From 1989 until April 1995, Mr. Wainwright was the Vice Chairman of the
advertising agency of Campbell-Mithun-Esty. Mr. Wainwright is a director of
American Woodmark Co., Gibson Greeting Cards Co., and Specialty Retail Group,
Inc.
CONTINUING DIRECTORS
FOR TERM EXPIRING AT 1998 ANNUAL MEETING
CLASS II
D. KENT ANDERSON, 55, a director of the Company since June 1994, has served
as Executive Banking Officer of Compass Bank since April 1996. He served as
Chairman of the Board and Chief Executive Officer of Post Oak Bank from November
1991 until April 1996. Mr. Anderson previously served as Chairman of the Board
and held other executive positions with First Interstate Bank of Texas, N.A from
1988 to 1991. Mr. Anderson is also an advisory director of Compass Bank and a
director of Sam Houston Race Track.
KENNY C. GUINN, 60, a director of the Company since June 1994, served as
interim President of the University of Nevada, Las Vegas from May 1994 to May
1995 and has served as Chairman of the Board of Southwest Gas Corporation since
1988 and as Chief Executive Officer of Southwest Gas Corporation from October
1988 to August 1993. Dr. Guinn previously served as Chairman of the Board of
PriMerit Bank from 1987 until July 1996 and also served as Chief Executive
Officer of PriMerit Bank from 1985 to 1992. Dr. Guinn is a director of Boyd
Gaming Corporation and Oasis Residential, Inc.
MICHAEL E. ROSSI, 52, a director of the Company since June 1994, has been
Vice Chairman of BankAmerica Corporation since 1993. Mr. Rossi has held various
positions with Bank of America NT&SA since 1989, including Vice Chairman from
1991 to 1993 and Executive Vice President from 1989 to 1991.
SAM YELLEN, 65, a director of the Company since 1991, was a partner with KPMG
Peat Marwick LLP from 1968 until his retirement in 1990. Mr. Yellen is a
director of Beverly Funding Corporation, Wedbush Corporation, Downey Savings and
Loan Association, Sunlaw Energy Corporation and LTC Properties, Inc.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ending June 30, 1996, the Board of Directors held six
regular meetings and two special meetings. All members of the Board attended
more than 75% of the meetings of the Board and the committees on which they
serve.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors appoints an Audit Committee, Executive Committee,
Finance Committee, Human Resources Committee, and Nominating Committee.
Audit Committee. None of the members of the Audit Committee is an employee of
the Company. The Audit Committee makes recommendations to the Board concerning
the selection of independent auditors, reviews the scope and results of
independent and internal audits, and monitors the sufficiency of
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internal auditing, accounting and financial controls. In addition, the Audit
Committee monitors the Company's Code of Conduct, which is administered by the
Company's Ethics Committee. The Audit Committee held three regular meetings
during the year ended June 30, 1996.
Executive Committee. The Executive Committee acts on Board matters that arise
between meetings of the full Board of Directors. The Executive Committee held
one special meeting during the year ended June 30, 1996.
Finance Committee. The Finance Committee is responsible for oversight of all
corporate financial matters including the following: the Company's capital
structure; the Company's financial performance; management's expenditure limits;
annual operating budgets; financial arrangements with respect to mergers and
acquisitions of business units; the Company's dividend policy; policies of
short-term investments; external relationships with bankers and other financial
third parties; financial covenants; and insurance and bonding programs. The
Finance Committee held four regular meetings during the year ended June 30,
1996.
Human Resources Committee. The Human Resources Committee functions as the
Company's compensation committee and is responsible for reviewing and approving
the compensation of executives with a base pay in excess of $125,000, including
such employee's participation in stock option and restricted stock plans and
incentive plans. The Human Resources Committee also reviews the compensation,
benefits (including executive perquisites), management development,
organizational development, and affirmative action policies and programs of the
Company. Certain employee benefit plans may be submitted by the Human Resources
Committee to the Board for its approval, review, and final determination. The
Human Resources Committee held four regular meetings during the year ended June
30, 1996.
Nominating Committee. The Nominating Committee reviews and recommends changes
in the size and composition of the Board of Directors and evaluates and
recommends candidates for election to the Board of Directors and appointment to
Board Committees. The Nominating Committee will consider proposals for
nomination from shareholders that are made in writing to the Secretary, that are
timely and that contain sufficient background information concerning the nominee
to enable proper judgment to be made as to his or her qualifications. The
Nominating Committee held two meetings during the year ended June 30, 1996.
The composition of each committee currently is as follows:
AUDIT COMMITTEE EXECUTIVE COMMITTEE
--------------- -------------------
Sam Yellen* Peter A. Nelson*
Hugh F. Culverhouse, Jr. Philip J. Dion
Michael E. Rossi Hugh F. Culverhouse, Jr.
HUMAN RESOURCE COMMITTEE FINANCE COMMITTEE
------------------------ -----------------
Peter A. Nelson* J. Russell Nelson*
Kenny C. Guinn D. Kent Anderson
C. Anthony Wainwright Robert Bennett
NOMINATING COMMITTEE
--------------------
J. Russell Nelson*
Robert Bennett
C. Anthony Wainwright
Sam Yellen
Philip J. Dion, Ex-Officio
----------
* Chairman
4
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive an annual retainer of
$22,500 and a meeting fee of $1,000 for each meeting of the Board or a committee
thereof. A director who serves as a committee chairman also receives an
additional $2,000 annually. Directors who are not officers and who devote time
to committee-related activities other than attendance at meetings may be paid a
per diem fee equal to the meeting fee for such additional service.
Nonemployee directors of the Company are eligible to participate in both the
Del Webb Corporation Director Stock Plan and the Del Webb Corporation 1995
Director Stock Plan. These plans provide for the aggregate automatic annual
grant of options for 2,000 shares of common stock to eligible nonemployee
directors and provide the opportunity for nonemployee directors to defer all or
a portion of their annual retainer into stock options and/or restricted stock.
The automatic annual grants are made at the fair market value on the date of
grant, November 20 of each calendar year. Each option granted under this feature
will expire on the tenth anniversary of the date of grant. Participants are
entitled to exercise one-third of the options on each of the first, second and
third anniversaries of the date of grant.
On or before December 31 of each year, each nonemployee director has the
ability to elect to take any portion or all of his or her annual retainer for
the fiscal year commencing on July 1 of the next calendar year in the form of
stock options or restricted stock. The election is irrevocable for the period
made. Each director may also elect to defer up to 100% of his or her annual
retainer and meeting fees under the Del Webb Corporation Deferred Compensation
Plan. Under this plan, the irrevocable deferral election must be made on or
before December 15 each year in order to be in effect for the following calendar
year.
REPORT OF HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The executive compensation policies of the Company have been developed to
further the Company's strategic mission of being a leader in the industries in
which it participates and maximizing shareholder value. To meet these business
objectives, the Company maintains a policy that the compensation of all
executive officers should emphasize the relationship between pay and performance
by including variable, at-risk compensation that depends upon the financial
performance and the strategic positioning of the Company. To this end, the
Company provides compensation levels necessary to attract and retain high-
quality executives, to motivate key executives to achieve or exceed corporate
financial and operational goals, and to contribute to the short- and long-term
interests of shareholders.
The Human Resources Committee (the "Committee") of the Board of Directors
administers the Company's executive compensation program for executives with a
base pay in excess of $125,000, evaluates the performance of corporate officers,
and considers management succession and related matters. The Committee reviews
with the Board all aspects of compensation for the Chief Executive Officer, Mr.
Dion, and reviews in general the compensation of all other executives. The
Committee currently is comprised of three independent, nonemployee directors.
The Company's executive compensation program consists of two key elements:
(1) an annual component, which consists of base salary and an annual bonus; and
(2) a long-term component, which consists of grants of stock options and shares
of restricted stock. The policies with respect to each of these elements, as
well as the basis for determining the compensation of Mr. Dion, are described
below.
ANNUAL COMPONENT
BASE SALARY
The Committee reviews each executive's base salary. Base salaries for
executive officers are determined by evaluating each individual's performance,
experience, and level of responsibility in comparison to similar positions
within the Company and in the homebuilding industry. In establishing salaries
for fiscal
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1996, the Committee considered each executive's contributions during the past
fiscal year and the competitive market for equally qualified executives. In
fiscal 1996, the Committee authorized increases in the base salaries of the
executive officers listed in the Summary Compensation Table on page 12 other
than Mr. Dion, in the range of less than 1% to 7.3%.
Mr. Dion's base salary for the year ended June 30, 1996, was established
under the terms of an Employment Agreement, which provides for a base salary of
$500,000 and has been revised for fiscal 1997 and later periods. See
"Compensation of Executive Officers -- Employment Agreements." Mr. Dion's base
salary, which has remained unchanged since fiscal 1993, is between the 40th and
50th percentile of the base compensation of the chief executive officers of the
nine homebuilding companies included in the Composite Index (the "Peer Group").
ANNUAL BONUS
The Company's annual bonus awards are a significant component of executive
compensation, reflecting the Company's belief that compensation should be linked
to performance. Under the Company's annual Management Incentive Plan, annual
bonuses paid to executives employed at corporate headquarters are based on the
financial performance (consolidated net earnings) of the entire Company.
Executives assigned to operations are evaluated upon both the financial
performance (project cash flow and net earnings) of the operating community or
division to which the executives are assigned and the financial performance of
the entire Company. The Committee predetermines target annual bonuses for each
executive, and for fiscal 1996 these target bonuses for the named executive
officers, other than Mr. Dion, were set at 60% of the executive's annual base
salary. In years in which the Company's financial performance (including cash
flow and net earnings) exceeds target performance, an executive could earn an
annual bonus of up to 200% of the target amount; however, in the years in which
the Company's financial performance does not meet target performance, bonus
payments can be reduced or eliminated. In fiscal 1996, annual bonuses paid to
the four highest paid executives, other than Mr. Dion, represented 73% to 131%
of their annual base salary.
Mr. Dion received an annual bonus under the Del Webb Corporation 1995
Executive Incentive Plan (the "Management Incentive Plan") of $1,200,000, which
together with his base salary, represented a 29% increase in Mr. Dion's
aggregate cash compensation for fiscal 1996 over fiscal 1995. The Management
Incentive Plan, which was designed so that awards could be tax-deductible for
the Company under Section 162(m) of the Internal Revenue Code, was adopted by
the Board of Directors and approved by the Company's shareholders in 1995.
The Committee established three criteria at the beginning of fiscal year 1996
to use in evaluating Mr. Dion's performance under the Management Incentive Plan:
(i) after-tax earnings of the Company; (ii) the performance of the Company in
housing revenue growth compared to the Peer Group; and (iii) the performance of
the Company in unit closing growth compared to the Peer Group. Based upon these
criteria, the maximum performance award that could have been made to Mr. Dion
was $1,750,000. In setting the actual bonus award at $1,200,000, the Committee
considered that fiscal year 1996 was the best year in the history of the Company
in terms of sales, closings, and revenues, with total new home orders for fiscal
1996 29% above those for the previous year and total revenues 31% above those
for the previous year. Acknowledging a one-time charge of $65 million pre-tax
with respect to Sun City Palm Desert, the Committee viewed the charge as not
being an operational issue limited to a single current year but as a longer-term
circumstance rooted in the Southern California economic problems. The Committee
also considered certain qualitative factors, such as Mr. Dion's vision and
long-term focus on running the Company and Mr. Dion's efforts toward succession
planning in light of his announced retirement plans.
LONG-TERM COMPENSATION
STOCK OPTIONS AND RESTRICTED STOCK
Long-term compensation comprises a substantial portion of total executive
compensation in order to retain executives, motivate them to improve the
long-term value of the Company's stock, and to further
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the Company's objective of linking compensation to performance. Long-term
incentive compensation includes both stock options and shares of restricted
stock, which contain vesting and restriction periods that are conditioned upon
the executive's continued employment. Consequently, the Company is able to
maintain a cohesive management team and to focus management's attention on the
long-term interests of the Company and the shareholders. When awarding long-term
compensation, the Committee examines the executive's level of responsibility,
prior compensation, previous long-term incentive awards, individual performance
criteria, and industry practices relating to similar compensation. Stock options
directly link executive rewards to the stock market's assessment of the
Company's success, while restricted stock provides a strong retention device as
well as an effective method for increasing executive stock ownership, thus
encouraging a personal proprietary interest, close identification with the
Company and an alignment of interests with those of the shareholders. All stock
options granted during fiscal 1996 were granted at the prevailing market price
at the time of grant with vesting over five years and will have value only if
the price of the Company's Common Stock increases. All shares of restricted
stock granted during fiscal 1996 have restrictions that lapse over five years.
This incentive structure focuses management attention on maximizing shareholder
wealth in the long term. Grants of stock options and restricted stock are made
under various stock plans, each of which has been approved by the Company's
Board of Directors and shareholders.
Both restricted share awards and stock option grants were determined as a
percentage of base salary, which varied with each executive's responsibilities
and relative position within the Company. Restricted shares awarded in fiscal
1996 represented 50% to 75% of base salary for the named executives other than
Mr. Dion. Mr. Dion's award of restricted stock represented approximately 125% of
his base salary.
Section 162(m) of the Internal Revenue Code generally disallows deductions to
public companies for executive compensation in excess of $1 million to named
executive officers. This deduction limitation does not apply to
"performance-based" executive compensation. The Company's policy is to comply
with the requirements of Section 162(m) and maintain deductibility for all
executive compensation, except in circumstances where the Committee concludes on
an informed basis, in good faith, and with the honest belief that it is in the
best interest of the Company and the shareholders to take actions with regard to
the payment of executive compensation which do not qualify for tax
deductibility.
HUMAN RESOURCES COMMITTEE
Peter A. Nelson, Chairman
Kenny C. Guinn
C. Anthony Wainwright
7
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<TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the fiscal years ended June 30, 1996,
1995, and 1994, respectively, information concerning compensation of the persons
named below for services in all capacities to the Company and its subsidiaries.
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
--------------------
RESTRICTED
STOCK ALL OTHER
ANNUAL COMPENSATION AWARDS ($) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (1) (#) ($)(2)
- ---------------------------- ---- --------- --------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Dion 1996 $500,000 $1,200,000 $626,250 42,000 $8,356
Chairman of the Board and 1995 $519,231 $ 800,000 $401,575 35,000 $7,010
Chief Executive Officer 1994 $500,000 $ 600,000 $199,695 30,000 $6,738
Joseph F. Contadino 1996 $269,231 $ 250,000 $135,688 15,000 $7,643
Executive Vice President 1995 $265,769 $ 200,000 $ 96,378 10,000 $6,531
and President of Coventry
Homes 1994 $201,538 $ 175,000 $ 39,939 7,500 $7,018
LeRoy C. Hanneman 1996 $190,385 $ 250,000 $135,688 15,000 $6,984
Executive Vice President 1995 $177,500 $ 175,000 $ 96,378 10,000 $5,927
1994 $159,231 $ 177,700 $ 39,939 7,500 $5,622
Frank D. Pankratz 1996 $241,154 $ 175,000 $135,688 15,000 $5,260
Senior Vice President and 1995 $239,808 $ 140,000 $ 96,378 10,000 $5,751
General Manager -- Sun City 1994 $225,000 $ 50,000 $ 39,939 9,000 $5,055
Summerlin and Sun City
MacDonald Ranch
Charles T. Roach 1996 $181,154 $ 191,500 $135,688 15,000 $6,759
Senior Vice President and 1995 $177,500 $ 165,000 $ 96,378 10,000 $5,656
General Manager -- Sun City 1994 $159,231 $ 178,000 $ 39,939 7,500 $5,622
West and Sun City Grand
<FN>
- ----------
(1) At June 30, 1996, aggregate restricted shareholdings in shares (and
dollars) were 53,750 ($1,075,000) for Mr. Dion, 12,000 ($240,000) for Mr.
Contadino, 12,000 ($240,000) for Mr. Hanneman, 12,000 ($240,000) for Mr.
Pankratz and 12,000 ($240,000) for Mr. Roach. Dividends subsequent to the
acceptance date of restricted stock awards are paid directly to the
executives.
(2) Includes fiscal 1996 contributions by the Company to the retirement
savings plan of $4,500, $4,725, $4,875, $3,595, and $4,650 for Messrs. Dion,
Contadino, Hanneman, Pankratz, and Roach, respectively. This column also
includes the portion of fiscal 1996 premium payments attributable to term
coverage under the Key Executive Life Plans ("KELPs") in the amount of
$3,856, $2,918, $2,109, $1,665, and $2,109, for Messrs. Dion, Contadino,
Hanneman, Pankratz, and Roach, respectively. The KELPs are group life
insurance plans implemented in May 1991 ("KELP I" for 73 key executives),
April 1992 ("KELP II" for the same 73 key executives), and September 1995
("KELP +" for 61 key executives). The Company pays the annual premiums on
the policies; however, upon death or retirement, the aggregate of the annual
premiums is repaid to the Company. The coverage amounts under KELP I are
$1,338,226, $669,113, $669,113, $669,113, and $669,113, for Messrs. Dion,
Contadino, Hanneman, Pankratz, and Roach, respectively. The coverage amounts
under KELP II are $1,262,477, $631,238, $631,238, $631,238, and $631,238 for
Messrs. Dion, Contadino, Hanneman, Pankratz, and Roach, respectively. The
coverage amounts under KELP + are $1,000,000 for each of Messrs. Dion,
Contadino, Hanneman, Pankratz, and Roach.
</FN>
</TABLE>
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<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES % OF TOTAL AT ASSUMED ANNUAL RATES
UNDERLYING OPTIONS OF STOCK APPRECIATION
OPTIONS GRANTED TO EXERCISE OPTION TERM
GRANTED EMPLOYEES IN OR BASE EXPIRATION --------------------------
NAME (#/SHARES)(1) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- -------------------- ------------- ------------ ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Dion .......... 42,000 11.40% $20.875 11/8/05 551,383 1,397,314
Joseph F. Contadino...... 15,000 4.07% $20.875 11/8/05 196,923 499,041
LeRoy C. Hanneman ...... 15,000 4.07% $20.875 11/8/05 196,923 499,041
Frank D. Pankratz ...... 15,000 4.07% $20.875 11/8/05 196,923 499,041
Charles T. Roach ....... 15,000 4.07% $20.875 11/8/05 196,923 499,041
- ----------
<FN>
(1) All options granted during fiscal 1996 vest equally over a five-year
period commencing on the date of grant.
</FN>
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
SHARES UNDERLYING IN-THE-
ACQUIRED UNEXERCISED MONEY
ON VALUE OPTIONS AT OPTIONS AT
EXERCISE REALIZED JUNE 30, 1996 JUNE 30, 1996
NAME (#) ($) (#) ($)
- -------------------- -------- -------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Philip J. Dion .......... 0 0 399,600 Exercisable/ 2,686,110
Unexercisable 158,732
Joseph F. Contadino ..... 0 0 56,300 Exercisable/ 245,061
Unexercisable 42,962
LeRoy C. Hanneman ...... 0 0 71,100 Exercisable/ 353,023
Unexercisable 42,962
Frank D. Pankratz ...... 0 0 95,900 Exercisable/ 562,510
Unexercisable 46,305
Charles T. Roach ....... 0 0 47,600 Exercisable/ 119,998
Unexercisable 42,962
</TABLE>
9
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
The Company has two Supplemental Executive Retirement Plans ("SERPs"): "SERP
I," effective January 1, 1986, and "SERP II," effective January 1, 1989. Under
the SERPs, executive officers of the Company and its subsidiaries, as designated
by the Company's Chief Executive Officer, or the Board in the case of the Chief
Executive Officer, are eligible to receive benefits upon their retirement,
death, disability, or termination of employment. Mr. Dion is a participant of
SERP I and Messrs. Contadino, Hanneman, Pankratz, and Roach are participants of
SERP II. Mr. Dion's full benefit under SERP I is payable, without actuarial
reduction, at age 55. The full benefits of the participants of SERP II are
payable at age 65. The following table sets forth estimated annual retirement
benefits for participants of SERP I and SERP II, respectively, at a specified
compensation level (based on the participant's highest average annual total of
salary and bonuses during any five calendar years out of the seven consecutive
calendar years of employment with the Company that will produce the highest
amount, less certain offsets) and years of service classifications:
SERP I SERP II
HIGHEST YEARS OF SERVICE YEARS OF SERVICE
AVERAGE ----------------------------- ----------------------------
REMUNERATION 10 20 OR MORE 10 20 OR MORE
- -------------- --------- ------------ --------- ------------
$ 150,000 $ 52,500 $ 105,000 $ 45,000 $ 90,000
250,000 87,500 175,000 75,000 150,000
350,000 122,500 245,000 105,000 210,000
450,000 157,500 315,000 135,000 270,000
550,000 192,500 385,000 165,000 330,000
650,000 227,500 455,000 195,000 390,000
750,000 262,500 525,000 225,000 450,000
850,000 297,500 595,000 255,000 510,000
950,000 332,500 665,000 285,000 570,000
1,050,000 367,500 735,000 315,000 630,000
1,150,000 402,500 805,000 345,000 690,000
1,250,000 437,500 875,000 375,000 750,000
1,350,000 472,500 945,000 405,000 810,000
1,450,000 507,500 1,015,000 435,000 870,000
1,550,000 542,500 1,085,000 465,000 930,000
1,650,000 577,500 1,155,000 495,000 990,000
1,700,000 595,000 1,190,000 510,000 1,020,000
Offsets not reflected in the above table include reductions for the
equivalent of benefits received from employer contributions to the Retirement
Savings Plan and certain predecessor or successor plans and 50% of the
participant's maximum Social Security benefit at age 65. A participant becomes
vested in retirement benefits pursuant to the SERPs at the rate of 10% per year
in which the participant has been continuously employed with the Company since
January 1, 1981 or their date of hire, whichever is later. In addition, Mr. Dion
is credited with 1.5 years of service for each year of service with the Company
after January 1, 1989. The estimated credited years of service for each of the
individuals named in the Summary Compensation Table is as follows: under SERP I,
Mr. Dion, 17.5 years; and under SERP II, Mr. Contadino, 5.5 years, Mr. Hanneman,
15.5 years, Mr. Pankratz, 9.5 years, and Mr. Roach, 15.2 years.
Both SERPs contain a change of control provision that provides that if a
participant is terminated within three years after a change in control, the
participant would be fully vested, be credited with 20 years of service (or the
number of years of service the participant would have as of his or her normal
retirement date if less) and be deemed to be the greater of age 55 or the
participant's actual age. Using these parameters, the benefit would be
calculated, discounted back to the participant's actual age, and paid in an
actuarial equivalent lump sum. Mr. Dion's benefit would not be discounted to his
actual age but would be paid assuming he is 55 years of age.
10
<PAGE>
Both SERPs allow a participant or beneficiary to elect to receive a lump sum
distribution of all or a portion of the participant's unpaid benefits, subject
to a 10% penalty, following a change of control, participant's death, or
termination of employment ("Accelerated Distribution"). The 10% penalty
applicable to Accelerated Distributions does not apply to distributions to Mr.
Dion if his employment is continued until age 55 or if his employment is
terminated by the Company without "Cause"(as defined), or by Mr. Dion for "Good
Reason" (as defined), before age 55.
If Mr. Dion's employment is continued until he reaches age 55, the actuarial
equivalent of his benefit will be paid in one lump sum within 30 days of his
termination. The interest rate and mortality table used for purposes of
determining the actuarial equivalent for the SERPs generally will be based on
the tables and rates used by the Pension Benefit Guaranty Corporation. The only
variation from the practice followed for the SERPs in general is that the
interest rate used for Mr. Dion will be the average PBGC rate for the 36 months
preceding the month in which the payments begin.
If Mr. Dion's employment is terminated by the Company without Cause or by Mr.
Dion for Good Reason before he reaches age 55, he will continue to earn benefits
under SERP I until age 55, at which time his benefits will be paid in one lump
sum.
EMPLOYMENT AGREEMENTS
The Company has entered into a revised Employment and Consulting Agreement
with Mr. Dion that provides for a minimum annual base salary of $500,000 and
participation in any Company incentive compensation plan, pension or profit
sharing plans, stock purchase plan or executive retirement plan. The new
Agreement provides that Mr. Dion will continue to serve as the Company's Chief
Executive Officer and Chairman of the Board until November 30, 1999, at which
time his employment will be discontinued and he will become a consultant to the
Company. Mr. Dion will receive $200,000 per year during this two-year consulting
period.
Under the new Employment Agreement, Mr. Dion is entitled to continued health
insurance coverage following the termination of his employment if his employment
is continued until November 30, 1999 or if his employment is terminated before
then either by the Company without Cause or by Mr. Dion for Good Reason.
If the Company terminates Mr. Dion's employment without Cause, or if Mr. Dion
terminates his employment for Good Reason, prior to November 30, 1999, Mr. Dion
will be entitled to receive his base salary, plus 16 2/3 % of his base salary in
lieu of fringe benefits. He also shall be entitled to receive a bi-weekly
incentive compensation payment based on his average incentive compensation
during the five fiscal years prior to the fiscal year of termination. These
payments will continue until November 30, 1999, at which point they will be
replaced by the $200,000 annual consulting fee until November 30, 2001. If the
termination occurs prior to November 30, 1999, Mr. Dion also will receive
certain fringe benefits. In addition, all options and restricted stock
previously granted will become immediately exercisable and free of all
restrictions. If the termination occurs during the two-year consulting period,
Mr. Dion will receive his consulting fees and certain expense reimbursements for
the balance of the consulting period.
If, within 24 months after a "Change in Control" (as defined) of the Company,
Mr. Dion terminates his employment with the Company for Good Reason, or if the
Company terminates his employment without Cause, he shall be entitled to special
severance benefits in lieu of the salary, fringe benefit and incentive
compensation severance benefit described above. The special severance benefits,
will equal the sum of (i) three times his base salary as it may be increased
from time to time, (ii) three times his average incentive compensation for the
five-year period preceding the year of termination, and (iii) three times the
imputed value of his fringe benefits. Mr. Dion also will be entitled to be
reimbursed for any excise taxes imposed upon his change of control payments as
well as any excise, income, or employment taxes imposed on these reimbursements
and the other benefits described above.
As of the date hereof, in addition to the change of control provisions
contained in Mr. Dion's employment agreement with the Company, the Company has
change of control agreements with 15 other key officers of the Company,
including Messrs. Contadino, Hanneman, Pankratz, and Roach. Such change of
control agreements provide that, upon the termination of the officer's
employment by the Company in connection with a "Change of Control" (as defined)
of the Company, the officer, based upon position, will
11
<PAGE>
receive a lump sum payment equal to (i) one and one-half or two times the annual
base salary in effect at any time during the 12 months prior to termination, and
(ii) the greater of all bonuses paid during the 12 months prior to termination
or 30 to 40% of the termination salary, and (iii) 20% of the termination salary
in lieu of fringe benefits. In addition, all options and restricted stock
previously granted will become immediately exercisable and free of all
restrictions.
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total return on the
Company's Common Stock to total returns on the Standard & Poor's 500 Stock Index
and a composite index of peer group corporations in the homebuilding industry
(the "Composite Index").
The Composite Index of peer group corporations includes Centex Corporation;
Continental Homes Holding Corp.; Hovnanian Enterprises, Inc.; Kaufman & Broad
Home Corporation; Lennar Corporation; Pulte Corporation; The Ryland Group, Inc.;
Standard Pacific Corp.; and Toll Brothers, Inc. The Composite Index is
consistent with the peer group corporations used in the Company's 1995 Proxy
Statement.
The graph assumes that the value of the investment in Del Webb Corporation
Common Stock, the S&P 500 Index, and the peer group companies each was $100 on
June 30, 1991, and that all dividends were reinvested. The peer group is
weighted by market capitalization.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG DEL WEBB CORPORATION, THE S & P 500 INDEX AND A PEER GROUP
6/91 6/92 6/93 6/94 6/95 6/96
---- ---- ---- ---- ---- ----
DEL WEBB CORPORATION $100 $172 $138 $147 $220 $191
PEER GROUP $100 $119 $166 $139 $151 $162
S & P 500 $100 $113 $129 $131 $165 $208
* $100 INVESTED ON 06/30/91 IN STOCK OR INDEX. INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JUNE 30.
12
<PAGE>
PRINCIPAL SHAREHOLDERS
To the best of the Company's knowledge, the following are beneficial owners
of more than 5% of any of the Company's Common Stock:
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------ ------------ ----------
Travelers Group Inc.(1) 2,931,836 16.71%
388 Greenwich Street
New York, NY 10013
Newberger & Berman(2) 933,100 5.32%
605 Third Avenue
New York, NY
10158-3698
- ----------
(1) Based on Amendment No. 2 to Schedule 13G filed by Travelers Group Inc.,
dated January 23, 1996, on behalf of itself and affiliated entities.
Travelers and its affiliates has shared voting and investment power with
respect to all such shares.
(2) As of August 30, 1996.
The Company makes no representations as to the accuracy or completeness of
the information reported.
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of September 9, 1996, certain information
regarding beneficial ownership of the Company's Common Stock by each director,
the Company's five most highly compensated executive officers, and the directors
and executive officers of the Company as a group.
AMOUNT OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- ---------------------------------- ----------------------- --------
D. Kent Anderson 1,985 *
Robert Bennett 5,001 *
Joseph F. Contadino 65,748 *
Hugh F. Culverhouse, Jr. 13,595 *
Philip J. Dion 521,316(2) 2.9%
Kenny C. Guinn 2,334 *
LeRoy C. Hanneman 84,132 *
J. Russell Nelson 3,483 *
Peter A. Nelson 13,001 *
Frank D. Pankratz 118,155 *
Charles T. Roach 57,385 *
Michael E. Rossi 334 *
C. Anthony Wainwright 3,817 *
Sam Yellen 12,245 *
Directors and executive officers as
a group (26 persons) 1,572,448 8.5%
- ----------
* Less than 1% of the issued and outstanding shares of Common Stock of the
Company.
(1) Lists voting securities, including restricted stock held by directors and
officers over which the officers have voting power but no investment power.
Otherwise, each director or officer has sole voting power and investment
power over the shares reported, except as noted. This column also includes
the following shares that may be acquired pursuant to options exercisable
within 60 days: 2,001 shares for Mr. Bennett; 40,967 shares for Mr.
Contadino; 8,595 shares for Mr. Culverhouse; 166,982 shares for Mr. Dion;
55,767 shares for Mr. Hanneman; 3,383 shares for Dr. J. R. Nelson; 3,001
shares for Mr. P. Nelson; 80,567 shares for Mr. Pankratz; 32,267 shares for
Mr. Roach; 3,001 shares for Mr. Wainwright; 11,245 shares for Mr. Yellen;
and 1,037,116 shares for directors and executive officers as a group.
(2) Includes 9,250 shares held in a trust for the benefit of Mr. Dion's
children.
13
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
PRINCIPAL INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING JUNE 30, 1997
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed KPMG Peat Marwick LLP as the firm of independent certified public
accountants to audit the books and accounts of the Company and its consolidated
subsidiaries for the year ending June 30, 1997, subject to ratification by
shareholders.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting, will have an opportunity to make a statement if such
representative desires to do so and will be available to respond to appropriate
questions by shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" APPROVAL OF PROPOSAL 2.
CERTAIN TRANSACTIONS
Mr. Rossi, a director of the Company, is Vice Chairman of BankAmerica
Corporation. The Company has various credit agreements with Bank of America, a
related entity, pursuant to which the Company made payments of $5,863,584 in
interest and fees during fiscal 1996.
OTHER MATTERS
The proxies are being solicited by order of the Board of Directors of the
Company, and the cost of such solicitation will be borne by the Company.
Directors, officers or employees of the Company may solicit proxies by telephone
or in person without additional compensation. Arrangements may be made with
brokerage firms and nominees to mail proxy material to beneficial owners, and
the Company may reimburse brokers for their expenses and postage on the scale
established by the New York Stock Exchange. The Company has arranged for
Georgeson & Company, Inc. to assist in the solicitation of proxies, at an
anticipated cost of approximately $6,500 plus reasonable out-of-pocket expenses.
The Company's Annual Report for the fiscal year ended June 30, 1996, which
includes financial statements, is being mailed concurrently to all shareholders
of record as of September 16, 1996. It is not to be regarded as proxy soliciting
material.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1997 Annual Meeting must be received at the
principal executive offices of the Company, 6001 North 24th Street, Phoenix,
Arizona 85016, not later than May 27, 1997, to be considered for inclusion in
the 1997 Proxy Statement.
Shareholders are urged to mark, sign, date, and mail the proxy in the
enclosed envelope, postage for which has been provided. Your prompt response
will be appreciated.
DONALD V. MICKUS
Vice President, Secretary
and Treasurer
Dated: October 2, 1996
14
<PAGE>
DEL WEBB CORPORATION
Annual Meeting of Shareholders - November 14, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Philip J. Dion, Robertson C. Jones and
Donald V. Mickus, jointly and severally, proxies with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
below, all shares of Common Stock of Del Webb Corporation held of record by the
undersigned on September 16, 1996, at the Annual Meeting of Shareholders to be
held on November 14, 1996, and any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 BELOW
1. ELECTION OF THREE DIRECTORS TO CLASS III OF THE BOARD OF DIRECTORS
(Check one box only):
/ / FOR all nominees listed below (except as marked to the
contrary below):
/ / WITHHOLD authority to vote for all nominees listed below
Philip J. Dion J. Russell Nelson Peter A. Nelson
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
check the "FOR all nominees" box above and write that nominee's name in
the space provided below.)
----------------------------------------------
2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE
PRINCIPAL INDEPENDENT PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE
YEAR ENDING JUNE 30, 1997:
/ / FOR / / AGAINST / / ABSTAIN
3. In the proxies' discretion on such other matters as may properly come
before the meeting on any adjournments thereof.
PLEASE SIGN AND DATE THE REVERSE SIDE.
<PAGE>
PROXY
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
DATED______________________, 1996
---------------------------------
(Sign Here)
---------------------------------
(Sign Here, if Held Jointly)
Please sign EXACTLY as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If more
than one trustee, all should sign. All joint owners should sign. If a
corporation, sign in full corporate name by president or other authorized
officer. If in a partnership, sign in partnership name by authorized person.
/ / PLEASE CHECK IF YOU PLAN TO ATTEND THE SHAREHOLDER MEETING. PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
