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Filed pursuant to Rule 424(b)(3)
Registration No. 333-81507
PROSPECTUS
$250,000,000
[LOGO DEL WEBB CORPORATION]
BY THIS PROSPECTUS, WE MAY OFFER
ONE OR A COMBINATION OF:
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
STOCK PURCHASE WARRANTS
This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
We will provide the specific terms of these securities in supplements
to this prospectus. You should read this prospectus and any supplements
carefully before you invest in these securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The securities may be offered through one or more different plans of
distribution, including offerings through underwriters.
The date of this prospectus is July 12, 1999
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TABLE OF CONTENTS
Page
Del Webb Corporation............................................... 3
The Securities We May Offer........................................ 3
Use of Proceeds.................................................... 4
Ratio of Earnings to Fixed Charges................................. 4
Description of Debt Securities..................................... 4
Description of Warrants............................................ 10
Description of Capital Stock....................................... 11
Plan of Distribution............................................... 12
Legal Matters...................................................... 12
Experts............................................................ 12
Where You Can Find More Information................................ 13
Incorporation of Documents by Reference............................ 13
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DEL WEBB CORPORATION
We are Del Webb Corporation, one of the largest homebuilders in the United
States. We develop and sell homes in active adult communities and in family and
country club communities.
We operate in Arizona, California, Florida, Illinois, Nevada, South
Carolina and Texas. Our active adult communities, primarily our Sun City
communities, are generally large-scale, master planned adult communities with
extensive amenities for people age 55 and over. Our family and country club
communities are open to people of all ages and are generally developed in
metropolitan or market areas in which we also develop our active adult
communities. Within our communities, we are usually the exclusive developer of
homes.
We incorporated in 1946 in Arizona and reincorporated in 1994 in Delaware.
Our executive offices are located at 6001 North 24th Street, Phoenix, Arizona
85016 and our telephone number is (602) 808-8000. As used in this prospectus and
the accompanying prospectus supplement, the terms "we", "our", "ourselves" and
"us" refer to Del Webb Corporation and our subsidiaries unless otherwise
indicated.
THE SECURITIES WE MAY OFFER
TYPES OF SECURITIES
The securities we may offer and sell by this prospectus are one or a
combination of:
- debt securities. The debt securities may be senior, senior
subordinated or subordinated in ranking. Any of the debt securities,
regardless of ranking, may be either non-convertible or convertible
into preferred or common stock;
- preferred stock, which may be either non-convertible or convertible
into common stock;
- common stock; and
- warrants entitling the holders to purchase preferred or common stock.
ADDITIONAL INFORMATION
When we offer and sell the securities by this prospectus, we will deliver
with it a prospectus supplement in which we will described the terms of those
securities. In each prospectus supplement we will include the following
information as to the securities offered by that prospectus supplement:
- the type and amount of securities which we propose to sell;
- the initial public offering price of those securities;
- the names of any underwriters or agents through or to which we will
sell those securities and their compensation;
- information about securities exchanges or automated quotation systems
on which those securities will be listed or traded;
- material United States federal income tax considerations applicable to
those securities; and
- any other material information about the offering and sale of those
securities.
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USE OF PROCEEDS
Unless otherwise indicated in the accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities to reduce outstanding
balances under our principal credit facility, to fund land acquisitions and
development of new projects and for general corporate purposes. We may reborrow
amounts repaid under our principal credit facility in the future.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the five years ended June 30, 1998 and the nine months ended March 31, 1998 and
1999:
<TABLE>
<CAPTION>
Nine Months ended
Year ended June 30, March 31,
------------------------------------------------ -----------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges (unaudited): 1.30x 1.59x _(1)_ 2.09x 1.79x 1.59x 1.57x
</TABLE>
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(1) Our earnings were inadequate to cover our fixed charges by $21.6 million in
our fiscal year ended June 30, 1996 because of a $65.0 million non-cash
loss from impairment of our southern California real estate inventories.
The loss was incurred in connection with our adoption of Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. See Note 12
to our Consolidated Financial Statements included in our Annual Report on
Form 10-K for the fiscal year ended June 30, 1996.
The ratio of earnings to fixed charges is calculated by dividing earnings
by fixed charges. For this purpose "earnings" means earnings (loss) from
continuing operations before income taxes plus (a) fixed charges and interest
amortized to cost of sales minus (b) interest incurred. "Fixed charges" means
total interest incurred, whether capitalized or expensed, including the portion
of rent expense representative of interest costs, plus (i) debt-related fees and
(ii) amortization of deferred financing costs.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be our unsecured senior, senior subordinated or
subordinated debt. All debt securities will be issued under a senior debt,
senior subordinated debt or subordinated debt indenture between a trustee and
us. Unless otherwise stated in the accompanying prospectus supplement, the
trustee under the first indenture will be Bank of Montreal Trust Company. Except
to the extent set forth in the prospectus supplement with respect to particular
Debt Securities and for the provisions relating to subordination, including the
fact that senior subordinated debt securities will rank senior to the
subordinated debt securities, the indentures are substantially identical to one
another.
The debt securities offered by this prospectus and the accompanying
prospectus supplement are referred to below as the "Offered Debt Securities".
The Offered Debt Securities may be convertible into our common or preferred
stock, if and to the extent described in the accompanying prospectus supplement,
or issued in combination with other securities. In these cases, the accompanying
prospectus supplement will describe any applicable material federal income tax
consequences.
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Offered Debt Securities will be issued pursuant to an indenture. The
following summaries of selected material provisions of the Offered Debt
Securities and the indentures are not complete. They will be modified and
supplemented by the prospectus supplement for the Offered Debt Securities.
GENERAL
The prospectus supplement will describe the material terms of the Offered
Debt Securities offered by that prospectus supplement and the indenture for
those Offered Debt Securities, including:
- whether those Offered Debt Securities are our senior, senior
subordinated or subordinated debt;
- the specific designation, aggregate principal amount, purchase price
and denomination;
- the date of maturity;
- the interest rate or rates or the method by which the interest rate
will be determined;
- the date from which interest will accrue and dates on which any
interest will be payable;
- our rights to defer interest, if any;
- the place or places where the principal of, premium, if any, and any
interest will be payable;
- any redemption, repayment or sinking fund provisions;
- any obligation on our part to offer to purchase those Offered Debt
Securities in the event of a change of control;
- whether those Offered Debt Securities are convertible into our
preferred stock or common stock and the terms of the security into
which they are convertible, the conversion price, other terms related
to conversion and any related anti-dilution protections;
- whether those Offered Debt Securities will be issued in combination
with any of our other securities;
- any applicable material federal income tax consequences;
- any limitations on any additional debt we may incur; and
- any other material terms of those Offered Debt Securities, including
any material covenants and what events will constitute events of
default.
In addition to the subordination described under "Subordination" below and
as may be described in the accompanying prospectus supplement, the senior,
senior subordinated and subordinated debt securities are also subject to
"structural subordination." This is because we are a holding company, operate
solely through our subsidiaries and are dependent upon them for our cash flow.
This will affect our rights and the rights of our creditors, including holders
of Offered Debt Securities, to participate in the assets of any of our
subsidiaries upon its liquidation or recapitalization. This is because those
rights will be subject to the prior claims of the subsidiary's creditors,
including beneficiaries of guarantees by the subsidiary, except to the extent we
are a creditor with recognized claims against the subsidiary. Even in that case,
however, our claims would still be effectively junior to any indebtedness of the
subsidiary that is secured by the assets of the subsidiary. Our claims would
also be junior to any indebtedness of the subsidiary which is senior to any debt
or other claims held by us.
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In addition, amounts outstanding from time to time under our $500 million
principal credit facility are guaranteed by subsidiaries that hold substantially
all of our assets. The Offered Debt Securities, including any senior debt
securities, will not be so guaranteed. As a result, the holders of the debt
outstanding under our principal credit facility will have a claim against the
assets of our subsidiaries before those assets are available to make payments
due on the debt securities.
Because we conduct all of our operations through subsidiaries, we are
dependent on dividends or other distributions from our subsidiaries to make
payments on our indebtedness. State law as well as contractual obligations can
restrict the ability of a corporation to distribute funds to its shareholders.
Any existing material contractual restrictions on the ability of our
subsidiaries to distribute funds to us will be disclosed in the accompanying
prospectus supplement. Except as may be described in the accompanying prospectus
supplement, the indenture for the Offered Debt Securities will not restrict our
ability to enter into contracts in the future that restrict our subsidiaries
from making dividends, loans or advances to us. Payments to us from our
subsidiaries also are contingent upon the earnings of our subsidiaries and are
subject to various business considerations, such as the subsidiaries' working
capital needs.
The debt securities will bear interest at either a fixed rate or a floating
rate. Debt securities bearing no interest or interest at a rate below the
prevailing market rate when they are issued or which are issued in combination
with our other securities may be deemed sold at a discount below their stated
principal amount for federal and state tax purposes. Also, the holders of any
debt securities as to which we have the right to defer interest may be allocated
interest income for federal and state income tax purposes without receiving
equivalent, or any, interest payments. Any material federal income tax
considerations applicable to any Offered Debt Securities issued or deemed issued
at a discount or which are issued at par that but treated as having been issued
at a discount will be described in the prospectus supplement for those Offered
Debt Securities.
SUBORDINATION
The senior subordinated and subordinated debt securities will be
subordinate and junior in right of payment to all of our "Senior Debt." Unless
otherwise provided in the accompanying prospectus supplement, the indenture for
the senior subordinated or subordinated Offered Debt Securities will define
"Senior Debt" as all present or future indebtedness we create, incur, assume or
guarantee. However, indebtedness which provides that it is not senior in right
of payment to those Offered Debt Securities will not be "Senior Debt". Also,
unless otherwise provided in the accompanying prospectus supplement, Senior Debt
will not include:
- any of our indebtedness to any of our subsidiaries;
- any of our trade payables; or
- guarantees by us of current or future outstanding indebtedness.
Each indenture for senior subordinated debt securities will provide that we
will not issue any indebtedness that is subordinated to any of our Senior Debt
and senior to our senior subordinated debt securities. Indentures for
subordinated debt securities will not contain a similar provision.
By reason of the subordination described above, in the event of our
dissolution, insolvency, bankruptcy or other similar proceedings, upon any
distribution of our assets:
- holders of Senior Debt will be entitled to be paid in full before
payments may be made on senior subordinated and subordinated debt
securities, and the holders of senior subordinated and subordinated
debt securities will be required to pay over their share of such
distributions to the holders of Senior Debt until the Senior Debt is
paid in full;
- holders of senior subordinated debt will be entitled to be paid in
full before payments may be made on subordinated debt securities, and
holders of subordinated debt securities will be required
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to pay over their share of such distributions to the holders of
senior subordinated debt until the senior subordinated debt is
paid in full; and
- our creditors who are not holders of senior subordinated or
subordinated debt securities may recover less, ratably, than
holders of Senior Debt and may recover more, ratably, than the
holders of the senior subordinated or subordinated debt
securities, and our creditors who are not holders of subordinated
debt securities may recover less, ratably, than holders of Senior
Debt and may recover more, ratably, than holders of subordinated
debt securities.
As a result, this subordination and the "structural subordination" described
under "General" above may each cause a reduction or elimination of payments to
the holders of all senior subordinated and subordinated debt securities or all
subordinated debt securities.
Except as otherwise described in the accompanying prospectus supplement, no
payment of principal of or interest on any senior subordinated or subordinated
Offered Debt Securities may be made, and we may not acquire any senior
subordinated or subordinated Offered Debt Securities, if:
- any default with respect to Senior Debt that permits the
acceleration of the maturity of the Senior Debt occurs and is
continuing; and
- that default is either the subject of judicial proceedings or we
receive notice of the default from a holder of Senior Debt
entitled to give that notice.
By reason of these provisions, if we default on any Senior Debt that is
presently existing or may be incurred in the future, payments of principal of
and interest and premium, if any, on the senior subordinated or subordinated
Offered Debt Securities may not be permitted until the Senior Debt is paid in
full. However, except as otherwise described in the accompanying prospectus
supplement, we may resume payments in respect of the senior subordinated or
subordinated Offered Debt Securities and may acquire senior subordinated or
subordinated Offered Debt Securities if:
- 179 days pass after notice is given, if the default with respect
to that Senior Debt is not then the subject of judicial
proceedings; or
- the default with respect to that Senior Debt is cured or waived.
Under our $500 million principal credit facility, we are restricted from
acquiring our subordinated indebtedness, including any senior subordinated or
subordinated Offered Debt Securities, prior to the term of the principal credit
facility as it may be extended from time to time. The acquisition of
subordinated debt securities issued pursuant a subordinated debt indenture is
also restricted prior to March 1, 2003, February 15, 2006, January 15, 2008, May
1, 2009 and February 15, 2010 by the indentures for our $100 million of 9-3/4%
Senior Subordinated Debentures due 2003, $100 million of 9% Senior Subordinated
Debentures due 2006, $150 million of 9-3/4% Senior Subordinated Debentures due
2008, $200 million of 9-3/8% Senior Subordinated Debentures due 2009 and $150
million of 10-1/4% Senior Subordinated Debentures due 2010, respectively. The
prospectus supplement or the information we incorporate by reference sets forth
the approximate amount of Senior Debt and senior subordinated debt outstanding
as of the end of our most recent fiscal quarter.
EVENTS OF DEFAULT
Except as may be described in the accompanying prospectus supplement, an
"Event of Default" will occur under the indenture for any Offered Debt
Securities if:
- we default for 30 days in payment of any interest on those
Offered Debt Securities;
- we default in payment of any principal of those Offered Debt
Securities, either at maturity or upon any redemption, by
declaration or otherwise;
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- we default for 60 days after written notice in the performance of
any other agreement or covenant in, or provision of, those
Offered Debt Securities or that indenture;
- we default under the other indebtedness specified in the
applicable prospectus supplement for the Offered Debt Securities;
- we fail for 60 days to discharge final judgments against us and
our subsidiaries for the payment of the amount specified in the
applicable prospectus supplement; or
- specific bankruptcies, insolvencies or reorganizations occur.
Except as otherwise stated in the accompanying prospectus supplement, each
indenture will provide that if an Event of Default, other than an Event of
Default due to events of bankruptcy, insolvency or reorganization, has occurred
and is continuing, either the trustee or the holders of 25 percent or more in
principal amount of the Offered Debt Securities outstanding under that indenture
may then declare the principal and interest of all Offered Debt Securities
outstanding under that indenture due and payable immediately.
Unless otherwise stated in the accompanying prospectus supplement, the
indenture for the Offered Debt Securities will allow the trustee, subject to its
duty during a default to act with the required standard of care, to be
indemnified by the holders of the Offered Debt Securities before proceeding to
exercise any right or power under the indenture at the holders' request. Except
as otherwise stated in the accompanying prospectus supplement, the holders of a
majority in principal amount of the outstanding Offered Debt Securities may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee under the indenture for those Offered Debt Securities
or exercising any trust or power conferred on that trustee.
Unless otherwise stated in the accompanying prospectus supplement, the
indenture for the Offered Debt Securities will provide that no holder of Offered
Debt Securities may institute any action against us, except actions for payment
of overdue principal or interest, unless:
- the holder previously has given the trustee under the indenture
for those Offered Debt Securities written notice of the default
and its continuance;
- the holders of at least 25 percent in principal amount of the
Offered Debt Securities outstanding have requested that trustee
to institute the action and offered the trustee reasonable
indemnity;
- the trustee has not taken the action within 60 days of the
request; and
- the holders of a majority in principal amount of those Offered
Debt Securities have not given the trustee any direction
inconsistent with the request.
None of our directors, officers, employees or shareholders, as such, will
have any liability for any of our obligations under the Offered Debt Securities
or the indenture for them. Holders, by their acceptance of the Offered Debt
Securities, will waive and release all such liability.
DISCHARGE AND DEFEASANCE
Except as otherwise provided in the accompanying prospectus supplement, we
can discharge or defease our obligations under the Offered Debt Securities and
the indenture for the Offered Debt Securities as described in this section.
Under terms satisfactory to the trustee, we may discharge obligations to
holders of the Offered Debt Securities that have either become due and payable
or are by their terms due and payable within one year or scheduled for
redemption within one year. We can do this by irrevocably depositing with the
trustee cash or United States government obligations, as trust funds, in an
amount certified by us to be sufficient to pay at maturity, or upon redemption,
the principal of and interest on the Offered Debt Securities.
We may "defease" our obligations to holders of the Offered Debt Securities
in two ways. At any time we can discharge some or all of our obligations to
holders of the Offered Debt Securities. However, we cannot
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avoid our obligation to register the transfer or exchange of Offered Debt
Securities, replace any temporary, mutilated, destroyed, lost or stolen Offered
Debt Securities or maintain an office or agency in respect of the Offered Debt
Securities. We refer to this as "total defeasance". Alternatively, we may be
released from the obligations imposed by specific portions of the indenture for
the Offered Debt Securities and omit to comply with those provisions without an
Event of Default occurring. We refer to this as "covenant defeasance". Except as
otherwise stated in the accompanying prospectus supplement, total defeasance or
covenant defeasance will occur only if, among other things:
- we irrevocably deposit with the trustee cash or United States
government obligations, as trust funds, in an amount certified by
us to be sufficient to pay at maturity the principal of and
interest on all Offered Debt Securities outstanding;
- no Event of Default under the indenture for the Offered Debt
Securities has occurred and is continuing;
- the defeasance or covenant defeasance would not cause us to be in
default under any agreement to which we are a party or by which
we are bound; and
- we deliver to the trustee an opinion of counsel to the effect
that the holders of the Offered Debt Securities will not
recognize income, gain or loss for federal income tax purposes as
a result of the defeasance or covenant defeasance and that there
will not otherwise be an alteration of those holders' federal
income tax treatment of principal and interest payments on those
securities.
MODIFICATIONS TO THE INDENTURE
Unless otherwise stated in the accompanying prospectus supplement, each
indenture will provide that we and the trustee may enter into supplemental
indentures without the consent of the holders of debt securities to, among other
things:
- add covenants, conditions and restrictions for the protection of
the holders of the debt securities outstanding under that
indenture or to surrender any of our rights;
- cure any ambiguity or correct any inconsistency in that
indenture;
- make any change that does not adversely affect the legal rights
of holders of those debt securities;
- modify, eliminate or add to the provisions of that indenture to
the extent necessary to qualify the indenture under applicable
federal statutes; and
- make any other changes in that indenture before debt securities
are issued under it, provided the changes are not prohibited by
the Trust Indenture Act of 1939, as amended.
Unless otherwise stated in the accompanying prospectus supplement, each
indenture also will permit the trustee and us, with the consent of a majority in
principal amount of the debt securities outstanding under that indenture, to
change the indenture and the rights of the holders of those debt securities.
However, without the consent of the holder of each of those debt securities then
outstanding, the trustee and we may not:
- reduce the amount of those debt securities whose holders must
consent to an amendment or supplement to or waiver under that
indenture;
- reduce the rate of or change the time for payment of interest on
any of those debt securities;
- reduce the principal of or change the fixed maturity of any of
those debt securities; or
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- waive a default in the payment of the principal of, or interest
on, any of those debt securities.
Unless otherwise stated in the accompanying prospectus supplement, no
indenture for senior subordinated or subordinated Offered Debt Securities may be
amended to alter the subordination of any outstanding senior subordinated or
subordinated debt securities. However, such an amendment is permitted with the
consent of each holder of Senior Debt and, as to subordinated debt securities,
also senior subordinated debt that would be adversely affected.
CONCERNING THE TRUSTEE
Unless otherwise stated in the accompanying prospectus supplement, the
trustee under the first indenture under which we will issue debt securities will
be Bank of Montreal Trust Company. Bank of Montreal Trust Company is also the
trustee under the indenture for our $150 million of 10-1/4% Senior Subordinated
Debentures due 2010. An affiliate of Bank of Montreal Trust Company is a lender
under one of our short-term credit facilities. Unless stated in the prospectus
supplement, Bank of Montreal Trust Company or any other trustee may also be the
trustee under any of our other indentures and any trustee or its affiliates may
be a lender to us, including under our principal credit facility, and may from
time to time have other business arrangements with us. The indenture will
contain limitations on the rights of the trustee, should it or its affiliates
then be our creditors, to obtain payment of claims in specified cases or to
realize on property received in respect of any such claim, as security or
otherwise. Except as otherwise stated in the accompanying prospectus supplement,
if the trustee or its affiliates acquire any conflicting interest, the conflict
must be eliminated or the trustee must resign.
Except as otherwise stated in this prospectus or in the accompanying
prospectus supplement, the trustee will be under no obligation to exercise any
of its rights or powers under the indenture at the request of any holder of debt
securities, unless the holder has offered the trustee satisfactory security and
indemnity.
GOVERNING LAW
Unless otherwise stated in the accompanying prospectus supplement, the
indenture for the Offered Debt Securities and the Offered Debt Securities will
be governed by New York law.
DESCRIPTION OF WARRANTS
GENERAL
Except as otherwise set forth in the accompanying prospectus supplement,
the warrants will be issued in fully registered form under a warrant agreement
between a warrant agent and us. The statements in this prospectus relating to
the warrants and the warrant agreement are summaries and are not complete.
The prospectus supplement will describe:
- how may shares of preferred or common stock will be issued upon
the exercise of each warrant and under what circumstances that
number of shares may be adjusted;
- the exercise price of the warrants, whether the price may be paid
by surrender of our outstanding debt securities and under what
circumstances the price may be changed or adjusted;
- the rights, if any, of warrantholders upon our merger,
consolidation or sale;
- when the warrants expire;
- whether or not we can call the warrants and, if so, the call
price;
- whether or not unexercised warrants will convert into our
preferred or common stock upon expiration and, if so, the
conversion rate;
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- the time, place and method of exercising the warrants; and
- any other material terms of the warrants.
Holders of warrants are not entitled, by virtue of being holders, to
receive dividends, vote or exercise any other rights as a shareholder until the
warrants are exercised. The warrant agreement and the warrants will provide that
none of our directors, officers, employees or shareholders, as such, will have
any liability under the warrants or the warrant agreement. The warrant agreement
and the warrants will also provide that each holder of the warrants, by
accepting the warrants, waives and releases all such liability.
Unless otherwise stated in the accompanying prospectus supplement, the
warrant agreement and the warrants will be governed by New York law.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 30,000,000 shares of common stock,
$.001 par value, and 10,000,000 shares of preferred stock, $.001 par value, of
which 18,221,385 shares of common stock were issued and outstanding on June 30,
1999. No shares of preferred stock were outstanding at that date.
COMMON STOCK
Subject to the rights of holders of any outstanding preferred stock, the
holders of shares of common stock are entitled to share ratably in dividends
declared out of legally available assets. At the date of this prospectus our
ability to pay dividends on the common stock is limited by our $500 million
principal credit facility and the indentures for our $100 million of 9-3/4%
Senior Subordinated Debentures due 2003, $100 million of 9% Senior Subordinated
Debentures due 2006, $150 million of 9-3/4% Senior Subordinated Debentures due
2008, $200 million of 9-3/8% Senior Subordinated Debentures due 2009 and $150
million of 10-1/4% Senior Subordinated Debentures due 2010.
Each holder of common stock is entitled to one vote per share held on all
matters submitted to a vote of the shareholders. Holders of common stock are not
entitled to cumulative voting in the election of directors. There are no
conversion or preemptive rights associated with the common stock and the common
stock is not subject to redemption or assessment. Subject to the rights of
holders of any outstanding preferred stock, upon our liquidation, dissolution or
winding up, any assets legally available for distribution to shareholders as
will be distributed ratably among the holders of the common stock. The common
stock offered pursuant to this prospectus will be fully paid and nonassessable.
Shares of our common stock are listed on the New York and Pacific Stock
Exchanges.
PREFERRED STOCK
The authorized shares of preferred stock are issuable, as determined by the
Board of Directors and without further shareholder approval, in one or more
series and with such rights, privileges and preferences as are fixed by the
Board of Directors. With regard to the preferred stock we offer pursuant to this
prospectus, the prospectus supplement will describe:
- any voting rights of the preferred stock;
- the dividend rate, if any, on the preferred stock;
- whether the preferred stock is convertible into common stock and,
if so, at what rate;
- any anti-dilution protections;
- any redemption, repayment or sinking fund provisions;
- any liquidation preferences;
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- whether the preferred stock is exchangeable for debt securities
and, if so, the exchange rate and the material terms of the debt
securities for which it is exchangeable; and
- any other material terms of the preferred stock.
PLAN OF DISTRIBUTION
We may sell securities pursuant to this prospectus to one or more
underwriters for public offering and sale and, in those jurisdictions where we
are authorized to do so, to investors directly or through agents. Any
underwriter or agent involved in the offer and sale of the securities will be
named in the accompanying prospectus supplement.
Underwriters may offer and sell the securities at a fixed price or prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. We also may
authorize dealers, acting as our agents, to offer and sell the securities upon
other terms and conditions that are described in the accompanying prospectus
supplement. In connection with the sale of the securities, underwriters may
receive compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the securities
for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and these dealers may receive compensation such as discounts,
concessions or commissions from the underwriters or from the purchasers for
which they act as agents.
We will describe any compensation we pay to underwriters and any
concessions or commissions which underwriters allow to participating dealers in
the prospectus supplement. Dealers and agents participating in the distribution
of the securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution toward liabilities incurred
under the Securities Act of 1933, as amended, and other civil liabilities.
The debt securities, the preferred stock and the warrants will be new
issues of securities with no established trading market. Any underwriters or
agents to or through which we sell securities for public offering and sale may,
but are not obligated to, make a market in these securities, and any of them may
discontinue any market making at any time without notice. We can give no
assurance as to the liquidity of or trading market for any debt securities,
preferred stock or warrants.
LEGAL MATTERS
Gibson, Dunn & Crutcher LLP has rendered an opinion, which is filed as an
exhibit to the registration statement described below under "Where You Can Find
More Information", with respect to the validity of the debt securities,
preferred stock, common stock and warrants covered by this prospectus. If
counsel for any underwriters passes on legal matters in connection with an
offering made by this prospectus, we will name that counsel in the accompanying
prospectus supplement.
EXPERTS
The consolidated financial statements and schedules of Del Webb Corporation
and subsidiaries as of June 30, 1998 and 1997, and for each of the years in the
three-year period ended June 30, 1998, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing. The
report of KPMG LLP covering the June 30, 1996 financial statements refers to a
change in the method of accounting for long-lived assets.
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<PAGE> 13
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. You may read and copy this
information at the following locations of the Commission:
<TABLE>
<S> <C> <C>
Judiciary Plaza, Room 10024 Seven World Trade Center, Suite 1300 Citicorp Center
450 Fifth Street, N.W. Street New York, New York 10004 500 West Madison Street, Suite 1400
Washington, D.C. 20549 Chicago, Illinois 60661
</TABLE>
You can also obtain copies of this information by mail from the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 10024,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the Commission at (800)
SEC-0330 ((800) 732-0330).
The Commission also maintains an internet world wide web site that
contains reports, proxy statements and other information about issuers, like us,
who file electronically with the Commission. The address of that site is:
http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
We have filed with the Commission a registration statement on Form S-3
with respect to the securities we are offering. The registration statement,
including the exhibits and schedules filed with it, contains additional relevant
information about us and the securities offered that, as permitted by the rules
and regulations of the Commission, we have not included in this prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be part of this
prospectus, except to the extent superseded by information we file subsequently
with the Commission or by information that is included directly in this
prospectus or the accompanying prospectus supplement.
This prospectus includes, by incorporation reference, the documents
listed below. We previously filed each of the documents with the Commission.
They contain important information about us and our financial condition.
<TABLE>
<CAPTION>
Filing Period
---------------------------------------- ------------------------
<S> <C>
Annual Report on Form 10-K Year ended June 30, 1998 Quarterly
Report on Form 10-Q Quarter ended September 30, 1998 Quarterly
Report on Form 10-Q Quarter ended December 31, 1998 Quarterly
Report on Form 10-Q Quarter ended March 31, 1999 Current Report
on Form 8-K Filed February 18, 1999
</TABLE>
We also incorporate by reference in this prospectus all additional
documents we file with the Commission under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act between the date of this prospectus and the date
of the closing of each offering of securities pursuant to this prospectus. These
documents include periodic reports, such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.
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<PAGE> 14
You can obtain any of the documents incorporated by reference in this
prospectus from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus, by requesting them in writing or by telephone from us at:
Secretary
Del Webb Corporation
6001 North 24th Street
Phoenix, Arizona 85016
(602) 808-8000
Our Internet address is http://www.delwebb.com.
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<PAGE> 15
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
ABOUT US THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS
PROSPECTUS OR IN ANY OF THE MATERIALS THAT WE HAVE INCORPORATED BY REFERENCE
INTO THIS PROSPECTUS. IF ANYONE GIVES YOU INFORMATION OF THIS SORT, YOU SHOULD
NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO SELL, OR
SOLICITATIONS OF OFFERS TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS
ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO OFFER OR SELL
THESE DEL WEBB SECURITIES, THEN THE OFFER DOES NOT EXTEND TO YOU. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS GIVEN ONLY CORPORATION AS OF THE
DATE OF THIS PROSPECTUS.
[LOGO]
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Debt Securities, Preferred
Stock, Common Stock,
Stock Purchase Warrants
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PROSPECTUS
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July 12, 1999
