UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
DEL WEBB CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
947423 109
-----------------------
(CUSIP Number)
William B. Shearer, Jr., Rick Miller or Eliot W. Robinson
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, 16th Floor
Atlanta, Georgia 30303
Tel: (404) 572-6600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 6, 2000
--------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 947423 109 Page 2 of 8
This Amendment No. 2 to Schedule 13D ("Amendment No.2") amends and
supplements the Schedule 13D filed on August 17, 2000 (the "Schedule") and
Amendment No. 1 to Schedule 13D filed August 31, 2000 ("Amendment No.1") by
Pacific Partners, LLC ("Pacific Partners" or the "Stockholder"), with respect to
the Common Stock, $.001 par value (the "Stock"), of Del Webb Corporation (the
"Company"). All capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule
Item 4. Purpose of Transaction.
Item 4 is amended to revise the information under the caption
"Hart-Scott-Rodino Filing" and add the information under the captions "Meetings
with Management," "Preliminary Proxy Statement Filing" and "Going Forward"
below. Item 4 is hereby amended to read in its entirety as follows:
The Stockholder purchased shares of the Stock because it had determined
that the Stock may present significant opportunities for realization of
increased shareholder value. Representatives of the Stockholder have read with
interest publicly available information regarding the Company including the
various reports filed by the Company pursuant to the Securities Exchange Act of
1934. Although the Company is the recognized brand name and the leader in the
active adult housing business, the Reporting Persons do not believe that
shareholder value has been maximized. The Reporting Persons have noted that the
Company's balance sheet is highly leveraged. Impending debt maturities and
certain restrictive covenants contained in the Company's instruments relating to
its indebtedness, may present liquidity issues and limit the Company's financial
flexibility. The Reporting Persons believe that this, in turn, is not allowing
the Company to take advantage of both present and future opportunities. The
Reporting Persons are also concerned that the percentage of the issued and
outstanding Stock beneficially owned by the Company's directors and officers is
inappropriately low.
Representatives of the Reporting Persons will seek to meet with
management of the Company to obtain management's explanation of the steps it
intends to take to maximize the value of the Stock and address any impending
liquidity issues and delever the Company's balance sheet. The Reporting Persons
may also evaluate and discuss with management the terms upon which a significant
strategic equity investment could be made in the Company to address any pending
liquidity issues and to delever the Company's balance sheet. Representatives of
<PAGE>
CUSIP NO. 947423 109 Page 3 of 8
the Stockholder may also meet with representatives of potential purchasers of
the Company to determine if they are interested in acquiring the Company and to
compare possible acquisition prices with the Reporting Persons' assessment of
the market values realizable from management's plans. Based on the outcome of
any such discussions and further assessment by the Reporting Persons, the
Reporting Persons may seek representation on the Company's Board of Directors at
its 2000 Annual Meeting of Stockholders or may suggest and/or sponsor
alternative candidates for election as directors.
Depending upon general market and economic conditions affecting the
Company and the Stock and its view of the prospects for the Company, the
Stockholder may purchase additional shares of the Stock or sell shares of the
Stock from time to time in open market and/or private transactions.
Director Nominations. On August 17, 2000, Pacific Partners delivered a
letter to LeRoy C. Hanneman, Jr. informing Mr. Hanneman of Pacific Partners'
ownership of approximately 5.32% of the Company's Stock. In that letter, Pacific
Partners requested a meeting with Mr. Hanneman to discuss certain issues raised
in the letter, including steps management of the Company intends to take to
maximize the value of the Stock and address any impending liquidity issues and
delever the Company's balance sheet. On August 25, 2000, Pacific Partners
received a reply from Mr. Hanneman suggesting three possible dates for the
requested meeting. The earliest date proposed by Mr. Hanneman for the requested
meeting was September 11, 2000.
The Company's Amended and Restated Bylaws provide generally that if a
stockholder intends to propose certain matters for consideration at the
Company's Annual Meeting of Stockholders, including the nomination of director
candidates, the stockholder must submit to the Company, in writing, certain
detailed information regarding the actions or nominations being proposed. The
information that stockholders must give to the Company must also be submitted
within a narrowly defined "window" of not less than 60 and not more than 90
days. Based on publicly available information reviewed by the Reporting Persons,
in the case of the Company's 2000 Annual Meeting of Stockholders, the "window"
for such notices opened on August 4, 2000 and will close on September 4, 2000.
In light of the Company's unwillingness, as indicated by the Company's August
<PAGE>
CUSIP NO. 947423 109 Page 4 of 8
25, 2000 letter referenced above, to engage in a substantive dialogue with the
Company prior to the closing of this 30 day period in which notice must be
given, and the failure by the Company to volunteer any relief from such
deadlines to accommodate Mr. Hanneman's schedule, the Reporting Persons
determined to take the action described in this Amendment No. 1. The failure to
take the action describe below at this time would, under the Company's Bylaws,
preclude the Reporting Persons from being able to nominate candidates for
election to the Company's Board of Directors until the 2001 Annual Meeting of
Stockholders.
On August 31, 2000, in accordance with information and time
requirements set forth in Article 2, Section 2.8 of the Bylaws of the Company
(which the Stockholder reserves the right to challenge), the Reporting Persons
delivered to the Secretary of the Company a letter which provides written notice
of its intent to nominate William S. Levine, Arturo S. Moreno, and Brian J.
O'Connor (the "Nominees") as candidates for election as directors of the Company
at the Company's 2000 Annual Meeting of Stockholders. A copy of the nomination
letter is attached as Exhibit 99.5 hereto. In the event the Company declines to
accept such nominations, the Reporting Persons may elect to prepare a proxy
statement complying with the requirements of Schedule 14A as promulgated by the
Securities and Exchange Commission containing information called for therein
with respect to, among other things, the identity and background of the Nominees
and the Reporting Persons' and the Nominees' beneficial ownership of the
securities of the Company in connection with a solicitation of proxies for the
2000 Annual Meeting of Stockholders but will only conduct such solicitation when
and as permitted by applicable law. To assist in any potential future
solicitation of the proxies the Stockholder has retained D.F. King & Co., Inc.
as its proxy solicitor. This filing is not intended to solicit proxies in
connection with the 2000 Annual Meeting of Stockholders.
Stockholder Inspection Demand. On August 31, 2000, the Reporting
Persons also delivered to the Company a stockholder inspection demand pursuant
to Section 220 of the General Corporation Law of Delaware, for examination and
copying of the Company's list of stockholders and certain related stockholder
records including, without limitation, a list of non-objecting beneficial owners
("NOBO list") to facilitate the ability of the Reporting Persons to communicate
<PAGE>
CUSIP NO. 947423 109 Page 5 of 8
with fellow stockholders. A copy of the stockholder inspection demand letter is
attached as Exhibit 99.6 hereto.
Hart-Scott-Rodino Filing. In connection with the foregoing, on August
31, 2000, Pacific Partners also filed a Notification and Report Form for Certain
Mergers and Acquisitions with the Federal Trade Commission (the
"Hart-Scott-Rodino Filing"). This Hart-Scott-Rodino filing is required in order
for Pacific Partners to acquire Stock valued at more than $15.0 million under
the rules related to the filing. In the filing, Pacific Partners indicated that
it presently intends to acquire from time to time additional shares of Stock,
which, based on current market prices, would cause Pacific Partners' total
holdings to exceed the $15.0 million threshold. The filing also discloses that
Pacific Partners intends to acquire at least 50,000 additional shares of Stock
but less than 15% of the total issued and outstanding shares of Stock.
On September 26, 2000, the Federal Trade Commission, Bureau of
Competition Premerger Notification Office, granted Pacific Partners' request for
early termination. A copy of such early termination of waiting period notice is
filed as Exhibit 99.8.
Meetings with Management. On September 25, 2000, representatives of
Pacific Partners (Messrs. Levine, Contadino and Wieger) met with representatives
of the Company (Messrs. Hanneman and Spencer and Ms. Mariucci). Although the
meeting failed to result in a consensus regarding solutions to existing
challenges, Mr. Hanneman agreed to reconsider the request by Pacific Partners
for representation on the Company's Board of Directors. On October 3, 2000,
Messrs. Hanneman and Levine met again and Mr. Hanneman proposed that the Company
would consider nominating Mr. Levine for election to the Board of Directors at
the 2001 Annual Meeting of Stockholders. After considering this proposal, the
Stockholder determined that a delay of one-year in providing the requested Board
representation was unacceptable and so notified Mr. Hanneman on October 5, 2000.
Preliminary Proxy Statement Filing. In light of the Company's refusal
to provide Pacific Partners with Board representation commencing with the 2000
Annual Meeting of Stockholders, on October 6, 2000, Pacific Partners filed a
Preliminary Proxy Statement with the Securities and Exchange Commission. The
<PAGE>
CUSIP NO. 947423 109 Page 6 of 8
Preliminary Proxy Statement states that Pacific Partners believes that the
Company's five-year cumulative total return to stockholders of negative 32% is
unacceptable and that immediate change is needed to facilitate efforts to
maximize shareholder value. The Preliminary Proxy statement recommends that
stockholders vote: FOR the election of William S. Levine, Brian John O'Connor
and one of the nominees of Del Webb Corporation other than Glenn W. Schaeffer or
C. Anthony Wainwright to the Del Webb Board of Directors at the November 2, 2000
Annual Meeting; AGAINST the Del Webb 2000 Executive Long-Term Incentive Plan;
AGAINST the Del Webb 2000 Executive Management Incentive Plan; and FOR ratifying
the appointment of KPMG LLP as the principal independent public accounting firm
of the Company for the year ending June 30, 2001. A copy of the press release
announcing the filing of the Preliminary Proxy Statement is attached as Exhibit
99.9 hereto.
Going Forward. Pacific Partners has been in contact with selected
stockholders of the Company, including but not limited to J.F. Shea Co., Inc.
and Avatar Holdings, Inc. with a view towards soliciting their support for
Pacific Partners' nominees for election to directors. The stockholder intends to
solicit proxies as described in the Preliminary Proxy Statement.
Except as set forth herein, the Reporting Persons have no present plans
or proposals which relate to or would result in any of the action or events
enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
CUSIP NO. 947423 109 Page 7 of 8
Item 7. Materials to be Filed as Exhibits.
Exhibit 99.1 Customer Agreement with Spear, Leeds & Kellogg
------------
Exhibit 99.2 Amended and Restated Operating Agreement of Pacific Partners,
------------ LLC
Exhibit 99.3 Press Release of August 17, 2000
------------
Exhibit 99.4 Letter to LeRoy C. Hanneman, Jr., President and Chief
------------ Executive Officer
Exhibit 99.5* Written Notice of Intent to Nominate Persons for Election as
------------ Directors dated August 31, 2000
Exhibit 99.6* Demand to inspect and copy the list of stockholders of
------------ Del Webb Corporation and certain related stockholder records
dated August 31, 2000
Exhibit 99.7* Press Release of August 31, 2000
------------
Exhibit 99.8** Letter from Federal Trade Commission granting early termination
------------ of waiting period
Exhibit 99.9** Press Release of October 6, 2000
------------
*Filed with Amendment No. 1
**Filed with Amendment No. 2
<PAGE>
CUSIP NO. 947423 109 Page 8 of 8
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: October 12, 2000
PACIFIC PARTNERS, LLC
By: /s/ William S. Levine
--------------------------
Name: William S. Levine
Its: Manager
<PAGE>
EXHIBIT INDEX
Number Description
Exhibit 99.1 Customer Agreement with Spear, Leeds & Kellogg
------------
Exhibit 99.2 Amended and Restated Operating Agreement of Pacific Partners,
------------ LLC
Exhibit 99.3 Press Release of August 17, 2000
------------
Exhibit 99.4 Letter to LeRoy C. Hanneman, Jr., President and Chief
------------ Executive Officer
Exhibit 99.5 Written Notice of Intent to Nominate Persons for Election as
------------ Directors dated August 31, 2000
Exhibit 99.6 Demand to inspect and copy the list of stockholders of Del Webb
------------ Corporation and certain related stockholder records
Exhibit 99.7 Press Release of August 31, 2000
------------
Exhibit 99.8 Letter from Federal Trade Commission granting early termination
------------
Exhibit 99.9 Press Release of October 6, 2000
------------
