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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DEL WEBB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 86-0077724
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6001 NORTH 24TH STREET, PHOENIX, ARIZONA 85016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
DEL WEBB CORPORATION 1998 DIRECTOR STOCK PLAN
(FULL TITLE OF PLAN)
ROBERTSON C. JONES, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
DEL WEBB CORPORATION
6001 NORTH 24TH STREET
PHOENIX, ARIZONA 85016
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(602) 808-8000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 75,000 $21.3125 $1,598,438 $445
$0.001 par value
===========================================================================================================================
</TABLE>
(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's Common Stock, in order to prevent dilution,
the number of shares registered shall be automatically increased to
cover the additional shares in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
Act, on the basis of the average of the high and low prices of the
Registrant's Common Stock on February 19, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Del Webb Corporation (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Securities Exchange Act") and are hereby
incorporated by reference into this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1998;
(d) The Registrant's Current Report on Form 8-K dated February 18,
1999; and
(e) The description of the Registrant's capital stock contained in
the Registrant's Registration Statement on Form S-3 (No.
333-63671), filed on September 18, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and Sections 5.4
and 7.1 - 7.4 of the Registrant's Amended and Restated Certificate of
Incorporation each provide for indemnification by the
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Registrant of its officers, directors, agents and employees under certain
circumstances. In addition, the Registrant has entered into indemnification
agreements with each of its directors and executive officers.
It is anticipated that in any underwriting agreements, the
underwriter(s) named therein will agree to indemnify the Registrant, its
directors and certain of its officers against certain civil liberties, including
civil liabilities under the Securities Act.
The Registrant has a policy of directors' and officers' liability
insurance which insures directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Amended and Restated Certificate of
Incorporation of the Registrant
(Incorporated by reference to Exhibit
99.0 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1994)
4.2 Bylaws of the Registrant (Incorporated
by reference to Exhibit 3.1 to
Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30,
1996)
5 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Snell & Wilmer L.L.P.
(included as part of Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end
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of the estimated maximum offering range may
be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on February 16, 1999.
DEL WEBB CORPORATION, a Delaware
corporation
By:/s/ Philip J. Dion
-------------------------
Philip J. Dion
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name and Signature Title Date
- ------------------ ----- ----
<S> <C> <C>
/s/ Philip J. Dion Chairman of the Board and February 16, 1999
- --------------------------------- Chief Executive Officer
Philip J. Dion (Principal Executive Officer)
/s/ LeRoy C. Hanneman, Jr. Director, President and Chief February 16, 1999
- --------------------------------- Operating Officer
LeRoy C. Hanneman, Jr.
/s/ John A. Spencer Senior Vice President, Finance February 16, 1999
- --------------------------------- and Administration and Chief
John A. Spencer Financial Officer (Principal
Financial Officer)
/s/ David E. Rau Vice President and Controller February 16, 1999
- --------------------------------- (Principal Accounting Officer)
David E. Rau
/s/ D. Kent Anderson Director February 16, 1999
- ---------------------------------
D. Kent Anderson
/s/ Michael O. Maffie Director February 16, 1999
- ---------------------------------
Michael O. Maffie
</TABLE>
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<TABLE>
<S> <C>
/s/ J. Russell Nelson Director February 16, 1999
- ---------------------------------
J. Russell Nelson
/s/ Peter A. Nelson Director February 16, 1999
- ---------------------------------
Peter A. Nelson
/s/ Michael E. Rossi Director February 16, 1999
- ---------------------------------
Michael E. Rossi
/s/ Glenn W. Schaeffer Director February 16, 1999
- ---------------------------------
Glenn W. Schaeffer
/s/ C. Anthony Wainwright Director February 16, 1999
- ---------------------------------
C. Anthony Wainwright
/s/ Sam Yellen Director February 16, 1999
- ---------------------------------
Sam Yellen
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page or Method of Filing
- -------------- ----------- ------------------------
<S> <C> <C>
4.1 Amended and Restated Incorporated by reference to
Certificate of Incorporation Exhibit 99.0 to Registrant's
of the Registrant Quarterly Report on Form
10-Q for the quarter ended
September 30, 1994
4.2 Bylaws of the Registrant Incorporated by reference to
Exhibit 3.1 to Registrant's
Annual Report on Form 10-K for
the fiscal year ended
June 30, 1996
5 Opinion of Snell & Wilmer 8
L.L.P.
23.1 Consent of KPMG LLP 9
23.2 Consent of Snell & Wilmer Included in Exhibit 5
L.L.P.
</TABLE>
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EXHIBIT 5
February 19, 1999
Del Webb Corporation
6001 North 24th Street
Phoenix, Arizona 85016
RE: DEL WEBB CORPORATION 1998 DIRECTOR STOCK PLAN
Ladies and Gentlemen:
We have acted as counsel to Del Webb Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, relating to the registration of 75,000 shares of its Common Stock,
$.001 par value (the "Shares"), issuable pursuant to the Del Webb Corporation
1998 Director Stock Plan (the "Plan").
In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Amended and Restated Certificate of Incorporation
and the Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
(1) The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
(2) The Shares, when issued and sold in accordance with the terms
of the Plan, will be validly issued, fully paid, and
nonassessable.
The opinions expressed herein are limited solely to the laws of the
State of Delaware. We express no opinion on the laws of any other jurisdiction
or the applicability or effect of any such laws or principles.
The opinions expressed herein are based upon the law and the other
matters in effect on this date hereof, and we assume no obligation to review or
supplement this opinion should such law be changed by legislative action,
judicial decision, or otherwise, or should any facts or other matters upon which
we have relied be changed.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SNELL & WILMER L.L.P.
<PAGE> 1
[KPMG Peat Marwick LLP LETTERHEAD]
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Del Webb Corporation:
We consent to the use of our report incorporated herein by reference. Our report
refers to a change in the method of accounting for impairment of long-lived
assets in accordance with the adoption of Statement of Financial Accounting
Standards No. 121.
KPMG LLP
Phoenix, Arizona
February 19, 1999
