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[DEL WEBB LOGO]
PHOENIX, ARIZONA
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ANNUAL MEETING OF SHAREHOLDERS
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NOVEMBER 6, 1997
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NOTICE AND PROXY STATEMENT
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[DEL WEBB LOGO]
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
NOVEMBER 6, 1997
---------------------------
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 Four Seasons Hotel, 98 San Jacinto Boulevard,
Austin, Texas, on Thursday, November 6, 1997, at 9:00 a.m., Central Standard
Time, for the purposes of:
1. Electing three Class I Directors for three-year terms expiring at
the Annual Meeting of Shareholders to be held in 2000 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, 1998; 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,
1997 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 1, 1997
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[DEL WEBB LOGO]
6001 NORTH 24TH STREET
PHOENIX, ARIZONA 85016
602-808-8000
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 6, 1997
------------------------------
SOLICITATION OF PROXY
This Proxy Statement has been prepared in connection with the Board of
Directors solicitation of the enclosed proxy for the 1997 Annual Meeting of
Shareholders of Del Webb Corporation, a Delaware corporation (the "Company"), to
be held on November 6, 1997, at 9:00 a.m., Central Standard Time, at the Four
Seasons Hotel, 98 San Jacinto Boulevard, Austin, Texas. 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,
1997 (the "Record Date"). The accompanying Notice of Annual Meeting, this Proxy
Statement, and the enclosed proxy are being mailed on or about October 1, 1997
to holders of shares of Company Common Stock on the Record Date.
The Annual Meeting is for the purposes of:
1. Electing three Class I Directors for three-year terms expiring at
the Annual Meeting of Shareholders to be held in 2000 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, 1998; 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 17,615,554 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, 1998; 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
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the meeting. If other proper matters or matters of which 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, but will be
considered present and entitled to vote for determining the presence of a
quorum.
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 I 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 I DIRECTORS.
DIRECTORS AND NOMINEES
The Board of Directors currently has eleven members, three members in Class
I, and four members in each of Classes II and III. At the Annual Meeting of
Shareholders on November 6, 1997, three directors in Class I will be elected to
serve until the Annual Meeting of Shareholders in 2000, or until their
successors are elected and qualified. Robert Bennett, a director of the Company
since 1985, retired from the Company's Board of Directors in July 1997.
Additionally, in April 1997, Michael O. Maffie was appointed by the Board to
Class III, and in July 1997, Glenn W. Schaeffer was appointed by the Board to
Class I.
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.
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NOMINEES FOR ELECTION
FOR TERM EXPIRING AT 2000 ANNUAL MEETING
CLASS I
HUGH F. CULVERHOUSE, JR., 48, a director since 1990, has been a partner in
the law firm of Hugh F. Culverhouse, P.A. and its predecessor firm since 1985.
Mr. Culverhouse is a director of Capital Bancorp.
GLENN W. SCHAEFFER, 43, a director of the Company since July 1997, has
served as President and Chief Financial Officer of Circus Circus Enterprises,
Inc. since 1995 and served as President, CFO and Treasurer from March 1984 until
his departure in February 1993. Prior to returning to Circus Circus in 1995, Mr.
Schaeffer was a principal with Goldstrike Resorts from 1993 to 1995.
C. ANTHONY WAINWRIGHT, 64, a director of the Company since 1988, has been
the Vice Chairman of McKinney and Silver since May 1997. From 1995 until May
1997, Mr. Wainwright was the Chairman of the advertising agency of Harris,
Drury, Cohen, Inc. From 1989 until 1995, Mr. Wainwright was the Vice Chairman of
the advertising agency of Campbell-Mithun-Esty. Mr. Wainwright is a director of
American Woodmark Corporation, Gibson Greetings, Inc., Caribiner International,
Advanced Polymer Systems, Inc., and Marketing Services Group, Inc.
CONTINUING DIRECTORS
FOR TERM EXPIRING AT 1998 ANNUAL MEETING
CLASS II
D. KENT ANDERSON, 56, a director of the Company since 1994, has served as
Executive Banking Officer of Compass Bank since 1996. He served as Chairman of
the Board and Chief Executive Officer of Post Oak Bank from November 1991 until
1996. Mr. Anderson is also an advisory director of Compass Bank and a director
of Sam Houston Race Track.
KENNY C. GUINN, 61, a director of the Company since 1994, served as interim
President of the University of Nevada, Las Vegas from May 1994 to May 1995, as
Chairman of the Board of Southwest Gas Corporation from 1988 until his
retirement in 1997 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
Oasis Residential, Inc.
MICHAEL E. ROSSI, 53, a director of the Company since 1994, was Vice
Chairman of BankAmerica Corporation from 1993 until his retirement in April
1997. Mr. Rossi held various positions with Bank of America from 1989 to 1993,
including Vice Chairman from 1991 to 1993. Mr. Rossi is a director of Union
Pacific Resources.
SAM YELLEN, 66, 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 Downey Savings and Loan and LTC Properties, Inc.
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CONTINUING DIRECTORS
FOR TERM EXPIRING AT 1999 ANNUAL MEETING
CLASS III
PHILIP J. DION, 52, 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. Mr. Dion is a director of Boyd Gaming
Corporation.
MICHAEL O. MAFFIE, 49, a director of the Company since April 1997, has
served as President and Chief Executive Officer of Southwest Gas Corporation
since 1993 and is also a member of its Board of Directors. Mr. Maffie has held
various executive positions with Southwest Gas since 1978, including President
and Chief Operating Officer from 1988 to 1993. Mr. Maffie is a director of Boyd
Gaming Corporation.
J. RUSSELL NELSON, 67, 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, 65, a director since 1984, was Senior Vice President of
Marketing with McDonald's Corporation from 1984 until his retirement in 1990.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ending June 30, 1997, the Board of Directors held
four regular meetings and no special meetings. All members of the Board attended
more than 75% of the meetings of the Board and the committees on which they
serve except Hugh F. Culverhouse, Jr.
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 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, 1997.
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, 1997.
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 three regular meetings during the year ended June 30,
1997.
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Human Resources Committee. The Human Resources Committee functions as the
Company's compensation committee and is responsible for reviewing and
recommending for approval by the Board of Directors 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 also be submitted by the Human Resources Committee to the
Board for its approval, review, and final determination. The Human Resources
Committee held three regular meetings and one special meeting during the year
ended June 30, 1997.
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 one meeting during the year ended June 30, 1997.
The composition of each committee currently is as follows:
<TABLE>
<S> <C>
AUDIT COMMITTEE EXECUTIVE COMMITTEE
----------------------------- -----------------------------
Sam Yellen* Peter A. Nelson*
Hugh F. Culverhouse, Jr. Philip J. Dion
Michael E. Rossi Hugh F. Culverhouse, Jr.
HUMAN RESOURCES COMMITTEE FINANCE COMMITTEE
----------------------------- -----------------------------
Peter A. Nelson* J. Russell Nelson*
Kenny C. Guinn D. Kent Anderson
Michael O. Maffie Glenn W. Schaeffer
C. Anthony Wainwright
NOMINATING COMMITTEE
-----------------------------
J. Russell Nelson*
Hugh F. Culverhouse, Jr.
C. Anthony Wainwright
Sam Yellen
Philip J. Dion, Ex-Officio
</TABLE>
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* Chair.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive an annual retainer of
$22,500, a meeting fee of $1,750 for each meeting of the Board and a meeting fee
of $1,000 for each meeting of a committee thereof. A director who serves as a
committee chairman also receives an additional $2,500 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
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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 the compensation of all other executives. The Committee currently is
comprised of four 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
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establishing salaries for fiscal 1997, the Committee considered each executive's
contributions during the past fiscal year and the competitive market for equally
qualified executives. In fiscal 1997, the Committee authorized increases in the
base salaries of the executive officers listed in the Summary Compensation Table
on page 9 other than Mr. Dion, in the range of 1.6% to 56.6%.
Mr. Dion's base salary for the year ended June 30, 1997, was established
under the terms of an Employment and Consulting Agreement dated July 10, 1996,
which provides for a base salary of $500,000. See "Compensation of Executive
Officers -- Employment Agreements." Mr. Dion's base salary was below the average
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 1997 these target bonuses for the named executive
officers, other than Mr. Dion, were set at from 60% to 75% 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 1997, annual
bonuses paid to the four highest paid executives, other than Mr. Dion,
represented 98% to 121% of their annual base salary.
Mr. Dion received an annual bonus under the Del Webb Corporation Executive
Incentive Plan (the "Management Incentive Plan") of $1,200,000, which together
with his base salary, represented no increase or decrease in Mr. Dion's
aggregate cash compensation for fiscal 1997 over fiscal 1996. 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
1997 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 $1,440,000. In setting the actual bonus award at $1,200,000, the
Committee considered that fiscal year 1997 was the best year in the history of
the Company in terms of home closings, revenues, net earnings and earnings per
share, with home closings for fiscal 1997 12% above those for the previous year
and revenues 13% above those for the previous year. Excluding the SFAS 121
writedown in fiscal year 1996, fiscal year 1997 was the third consecutive year
of record earnings from continuing operations. The Committee also considered
certain qualitative factors, such as Mr. Dion's vision and long-term focus on
running the Company, his leadership in the development and growth of the Company
management team, and his accomplishment of major strategic objectives, such as
locating and entitling property for major new communities, including in the
Chicago and Las Vegas areas.
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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 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 1997 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 1997 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
1997 represented approximately 27% to 35% of base salary for the named
executives other than Mr. Dion. Mr. Dion's award of restricted stock represented
approximately 43.39% of his base salary.
Section 162(m) of the Internal Revenue Code generally disallows deductions
to public companies for executive compensation in excess of $1 million to named
executive officers. This deduction limitation does not apply to
"performance-based" executive compensation. The Company's policy is to comply
with the requirements of Section 162(m) and maintain deductibility for all
executive compensation, except in circumstances where the Committee concludes on
an informed basis, in good faith, and with the honest belief that it is in the
best interest of the Company and the shareholders to take actions with regard to
the payment of executive compensation which do not qualify for tax
deductibility.
HUMAN RESOURCES COMMITTEE
Peter A. Nelson, Chair
Michael O. Maffie
Kenny C. Guinn
C. Anthony Wainwright
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COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth information concerning compensation of the
persons named for services in all capacities to the Company and its subsidiaries
for the periods indicated therein.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-------------------
RESTRICTED
ANNUAL COMPENSATION STOCK ALL OTHER
--------------------- AWARDS($) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (1) (#) ($)(2)
- ----------------------------- ----- -------- ---------- ---------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Dion............... 1997 $500,000 $1,200,000 $ 216,969 29,400 $9,302
Chairman of the Board and 1996 $500,000 $1,200,000 $ 626,250 42,000 $8,356
Chief Executive Officer 1995 $519,231 $ 800,000 $ 401,575 35,000 $7,010
LeRoy C. Hanneman............ 1997 $298,077 $ 362,300 $ 90,063 12,000 $8,403
Executive Vice President 1996 $190,385 $ 250,000 $ 135,688 15,000 $6,984
1995 $177,500 $ 175,000 $ 96,378 10,000 $5,927
Joseph F. Contadino.......... 1997 $299,519 $ 337,400 $ 90,063 12,000 $8,188
Executive Vice President 1996 $269,231 $ 250,000 $ 135,688 15,000 $7,643
and President of Coventry 1995 $265,769 $ 200,000 $ 96,378 10,000 $6,531
Homes
Frank D. Pankratz............ 1997 $245,000 $ 240,500 $ 65,500 7,500 $5,494
Senior Vice President and 1996 $241,154 $ 175,000 $ 135,688 15,000 $5,260
General Manager -- Sun 1995 $239,808 $ 140,000 $ 96,378 10,000 $5,751
City Summerlin and Sun City
MacDonald Ranch
Anne L. Mariucci............. 1997 $189,712 $ 220,000 $ 65,500 7,500 $4,858
Senior Vice President and 1996 $169,231 $ 201,900 $ 135,688 15,000 $4,562
President and General 1995 $161,923 $ 180,000 $ 96,378 10,000 $5,344
Manager -- Terravita
</TABLE>
- ---------------
(1) At June 30, 1997, aggregate restricted shareholdings in shares (and dollars)
were 49,750 ($808,438) for Mr. Dion, 13,700 ($222,625) for Mr. Hanneman,
13,700 ($222,625) for Mr. Contadino, 12,200 ($198,250) for Mr. Pankratz, and
12,200 ($198,250) for Ms. Mariucci. Dividends subsequent to the acceptance
date of restricted stock awards are paid directly to the executives.
(2) Includes fiscal 1997 contributions by the Company to the retirement savings
plan of $4,750, $6,000, $4,875, $3,543, and 3,743 for Messrs. Dion,
Hanneman, Contadino, Pankratz, and Ms. Mariucci, respectively. This column
also includes the portion of fiscal 1997 premium payments attributable to
term coverage under the Key Executive Life Plans ("KELPs") in the amount of
$4,552, $2,403, $3,313, $1,951, and $1,115 for Messrs. Dion, Hanneman,
Contadino, Pankratz, and Ms. Mariucci, 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 $1,418,519, $709,260, $709,260, $709,260, and $709,260 for
Messrs. Dion, Hanneman, Contadino, Pankratz, and Ms. Mariucci, respectively.
The coverage amounts under KELP II are $1,338,226, $669,113, $669,113, and
$669,113 for Messrs. Dion, Hanneman, Contadino, Pankratz, and Ms. Mariucci,
respectively. The coverage amounts under KELP + are $1,123,600, $1,123,600,
$1,123,600, $1,123,600, and $1,123,600 for Messrs. Dion, Hanneman,
Contadino, Pankratz, and Ms. Mariucci, respectively.
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OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
---------------------------------------------------------- REALIZABLE
NUMBER VALUE AT ASSUMED
OF SECURITIES % OF TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK APPRECIATION
OPTIONS GRANTED GRANTED TO EXERCISE OPTION TERM
(#/SHARES) EMPLOYEES IN OR BASE EXPIRATION -------------------
NAME (1) FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
- --------------------- --------------- ------------ ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Dion....... 29,400 9.19% $ 16.375 11/14/06 $302,766 $767,267
LeRoy C. Hanneman.... 12,000 3.75% $ 16.375 11/14/06 $123,578 $313,170
Joseph F.
Contadino.......... 12,000 3.75% $ 16.375 11/14/06 $123,578 $313,170
Frank D. Pankratz.... 7,500 2.34% $ 16.375 11/14/06 $ 77,236 $195,732
Anne L. Mariucci..... 7,500 2.34% $ 16.375 11/14/06 $ 77,236 $195,732
</TABLE>
- ---------------
(1) All options granted during fiscal 1997 vest equally over a five-year period
commencing on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER VALUE OF
OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE JUNE 30, 1996 (#) JUNE 30, 1996 ($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------- ------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Philip J. Dion....... 0 0 354,334/74,666 $1,518,848/$2,182
LeRoy C. Hanneman.... 1,000 5,625 54,767/27,333 $ 182,799/$ 623
Joseph F.
Contadino.......... 0 0 40,967/27,333 $ 135,712/$ 623
Frank D. Pankratz.... 0 0 80,567/22,833 $ 309,505/$ 623
Anne L. Mariucci..... 0 0 57,767/22,833 $ 216,503/$ 623
</TABLE>
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. Hanneman, Contadino, Pankratz, and Ms.
Mariucci 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. Messrs. Hanneman and Contadino
and Ms. Mariucci are entitled to receive early retirement benefits at age 62
without an actuarial reduction. The following table sets forth estimated annual
retirement benefits for participants of SERP I and SERP II, respectively, at a
specified "average participating compensation" level (based on the participant's
highest average annual total of salary and bonuses during any five calendar
years
10
<PAGE> 13
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:
<TABLE>
<CAPTION>
SERP I SERP II
PARTICIPATING YEARS OF SERVICE YEARS OF SERVICE
COMPENSATION --------------------- ---------------------
LEVEL 10 20 OR MORE 10 20 OR MORE
- ------------ -------- ---------- -------- ----------
<S> <C> <C> <C> <C>
$ 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
850,000 297,500 595,000 255,000 510,000
1,050,000 367,500 735,000 315,000 630,000
1,250,000 437,500 875,000 375,000 750,000
1,450,000 507,500 1,015,000 435,000 870,000
1,650,000 577,500 1,155,000 495,000 990,000
1,850,000 647,500 1,295,000 555,000 1,110,000
2,000,000 700,000 1,400,000 600,000 1,200,000
</TABLE>
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. If Mr. Contadino continues employment until age 62, he is
credited with an additional two years of service for purposes of the SERP II
provision (which is reflected in the foregoing chart) that reduces the benefit
if a SERP II participant has less than 20 years of service. The estimated
credited years of service and "average participating compensation level" at
August 31, 1997 for each of the individuals named in the Summary Compensation
Table is as follows: under SERP I, Mr. Dion, 19 years and $1,149,228; and under
SERP II, Mr. Hanneman, 16.5 years and $383,724, Mr. Contadino, 6.5 years and
$443,844, Mr. Pankratz, 10.5 years and $353,616, and Ms. Mariucci, 13.25 years
and $277,776.
Both SERPs contain a change of control provision that provides that if a
participant is terminated within three years after a Change in Control (as
defined), 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.
Benefits payable under the SERPs, other than those due to a Change of
Control, are paid as follows: If the actuarial lifetime equivalent lump sum
value is $200,000 or less, the benefit is paid in a lump sum. If the actuarial
lifetime equivalent lump sum value is greater than $200,000, the participant can
elect to be paid (i) a $100,000 lump sum payment with the remainder paid in a
ten-year and certain life annuity, (ii) the entire amount in a ten-year and
certain life annuity, or (iii) if requested at least two years prior to
retirement or termination, a different form of payment such as a joint and
survivor annuity. If Mr. Dion's employment is continued until he reaches age 55,
the
11
<PAGE> 14
actuarial equivalent of his lifetime benefit will be paid in one lump sum within
30 days of his termination.
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.
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 "PBGC"). 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 an 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 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 his Employment and Consulting 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" (as defined) or by
Mr. Dion for "Good Reason" (as defined).
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 employee 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 additional 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
12
<PAGE> 15
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.
In addition to the above mentioned agreement, the Company has also entered
into employment agreements with each of LeRoy C. Hanneman, Joseph F. Contadino,
and Anne L. Mariucci. The respective employment agreement provides that Mr.
Hanneman will serve as the Executive Vice President of the Company and receive
an annual base salary of $300,000; Mr. Contadino will serve as the Executive
President of the Company and receive an annual base salary of $300,000; and Ms.
Mariucci will serve as a Senior Vice President of the Company and receive an
annual base salary of $190,000. Each employment agreement has an initial term
extending through June 30, 1998 and automatic successive one-year renewal terms
to continue until one party provides the other party with written notice of
non-renewal.
The employment agreements for Messrs. Hanneman and Contadino and Ms.
Mariucci provide that they also will be entitled to participate in any incentive
compensation plan, pension or profit sharing plan, stock purchase plan, or
executive retirement plan maintained for senior executive officers.
Under the employment agreements, Messrs. Hanneman and Contadino and Ms.
Mariucci are entitled to receive certain severance benefits if their employment
is terminated by the Company without "Cause" (as defined), or by the executive
without "Good Reason" (as defined), or if the executive's employment is
terminated due to "Permanent Disability" (as defined). Generally, the severance
benefits consist of continued salary and benefits for 12 months, an incentive
compensation payment, and the vesting of stock options, stock appreciation
rights, and restricted stock that would otherwise vest within 12 months.
The employment agreements with Messrs. Hanneman and Contadino and Ms.
Mariucci each contain identical change of control provisions. The change of
control provisions provide the officers, upon termination due to a "Change of
Control" (as defined) of the Company, a severance payment equal to (i) two and
one-half times the annual base salary, as it may be increased from time to time,
(ii) the greatest of (a) two and one-half times the average annual incentive
compensation paid to the officer pursuant to the Company's Annual Management
Incentive Plan (the "MIP") during the five fiscal years preceding the fiscal
year in which the Change of Control occurs, or (b) an amount equal to 100% of
the incentive compensation paid to the officer pursuant to the MIP during the
twelve months prior to the effective date of the officers termination of
employment with the Company, or (c) an amount equal to 35% of the officer's base
salary, as it may be increased from time to time , minus (iii) the specifically
named severance benefits, if any, provided for in the employment agreement.
Officers shall also receive fringe benefits specifically named in the provision
and a lump sum payment equal to 20% of the officer's base salary in lieu of the
fringe benefits not specifically named. In addition, all options and restricted
stock previously granted will become immediately exercisable and free of all
restrictions.
The Company also has change of control agreements with Mr. Pankratz and 12
other key officers of the Company upon terms and conditions similar to the
change of control provisions contained in the employment agreements with Messrs.
Hanneman and Contadino and Ms. Mariucci.
13
<PAGE> 16
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 1996 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, 1992, and that all dividends were reinvested. The peer group is
weighted by market capitalization.
[Performance Graph]
14
<PAGE> 17
PRINCIPAL SHAREHOLDERS
To the best of the Company's knowledge, the following are beneficial owners
of more than 5% of the Company's Common Stock. In preparing the table below, the
Company has relied, without further investigation, on information filed by the
following reporting persons with the Securities and Exchange Commission under
the Securities Act of 1934.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------------------------ -------------------- ----------
<S> <C> <C>
Travelers Group Inc.(1)................... 3,715,758 21.09%
388 Greenwich Street
New York, NY 10013
</TABLE>
- ---------------
(1) Based on Amendment No. 3 to Schedule 13G dated January 31, 1997, filed by
Travelers Group Inc. and certain affiliated entities. Travelers and its
affiliates have shared voting and investment power with respect to all such
3,715,758 shares. Travelers and its affiliates disclaim beneficial ownership
of all such 3,715,758 shares.
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 16, 1997, 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.
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
----------------------------------------- ----------------------- --------
<S> <C> <C>
D. Kent Anderson......................... 4,751 *
Joseph F. Contadino...................... 78,651 *
Hugh F. Culverhouse, Jr.................. 14,929 *
Philip J. Dion........................... 554,467(2) 3.08%
Kenny C. Guinn........................... 3,335 *
LeRoy C. Hanneman........................ 96,035 *
Michael O. Maffie........................ 1,000 *
Anne L. Mariucci......................... 96,669 *
J. Russell Nelson........................ 4,817 *
Peter A. Nelson.......................... 14,335 *
Frank D. Pankratz........................ 113,871 *
Michael E. Rossi......................... 1,335 *
Glenn W. Schaeffer....................... -0- *
C. Anthony Wainwright.................... 5,151 *
Sam Yellen............................... 13,579 *
Directors and executive officers as a
group (27 persons)..................... 1,625,587 8.70%
</TABLE>
- ---------------
* 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: 4,751 shares for Mr. Anderson; 49,700 shares for Mr.
Contadino; 9,929 shares for Mr. Culverhouse; 380,280 shares for Mr. Dion;
1,335 shares for Mr. Guinn; 63,500 shares for Mr. Hanneman; 60,600 shares
for Ms. Mariucci; 4,717 shares for Dr. J. R. Nelson; 4,335 shares for Mr. P.
Nelson; 73,400 shares for Mr. Pankratz; 1,335 shares for Mr. Rossi; 4,335
shares for Mr. Wainwright; 12,579 shares for Mr. Yellen; and 1,082,346
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, 49,750 restricted shares held in a trust for the benefit of Mr.
Dion and his wife, and 115,187 shares held by PDJ Investments Limited
Partnership, an Arizona limited partnership, which is owned by Mr. Dion, his
wife, and children.
15
<PAGE> 18
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF PRINCIPAL
INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING JUNE 30, 1998
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, 1998, 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, was Vice Chairman of BankAmerica
Corporation until his retirement in April 1997. The Company has various credit
agreements with Bank of America, a related entity, pursuant to which the Company
made payments of $3,725,036 in interest and fees during fiscal 1997. The Company
paid Frank Pankratz, a Senior Vice President, $275,629 for losses incurred as a
result of a home sale in connection with a Company-requested move to a new
assignment.
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 Beacon
Hill Partners, Inc. to assist in the solicitation of proxies, at an anticipated
cost of approximately $3,000 plus reasonable out-of-pocket expenses.
The Company's Annual Report for the fiscal year ended June 30, 1997, which
includes financial statements, is being mailed concurrently to all shareholders
of record as of September 16, 1997. It is not to be regarded as proxy soliciting
material.
SHAREHOLDER NOMINATIONS AND PROPOSALS
Subject to certain requirements contained in the Company's Bylaws, a
shareholder of record may propose the nomination of someone for director by
written notice to the Secretary of the Company. Such notice must contain certain
information concerning the nominee and the shareholder making the nomination and
must be timely given, as described in the Company's Bylaws. A proposed
nomination that does not comply with the above procedure will be disregarded.
16
<PAGE> 19
Shareholder proposals for the 1998 Annual Meeting must be received at the
principal executive offices of the Company, 6001 North 24th Street, Phoenix,
Arizona 85016, not later than June 2, 1998, to be considered for inclusion in
the 1998 Proxy Statement. Proposals to be presented at the Annual Meeting that
are not intended for inclusion in the Proxy Statement must be submitted in
accordance with applicable provisions of the Company's Bylaws.
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 1, 1997
17
<PAGE> 20
DEL WEBB CORPORATION
Annual Meeting of Shareholders -- November 6, 1997
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, 1997,
at the Annual Meeting of Shareholders to be held on November 6, 1997,
and any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
BELOW:
1. ELECTION OF THREE DIRECTORS TO CLASS I 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.
HUGH F. CULVERHOUSE, JR. GLENN W. SCHAEFFER C. ANTHONY
WAINWRIGHT
(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, 1998:
[ ] 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> 21
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
-------------------------------,
1997
-------------------------------
(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.
P
