SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ______)
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Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DEL WEBB CORPORATION
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(Name of Registrant as Specified in Its Charter)
PACIFIC PARTNERS, LLC
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(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
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<PAGE>
PACIFIC PARTNERS, LLC
1702 East Highland Avenue
Suite 310
Phoenix, AZ 85016
602-248-8181
Fax: 602-248-0884
October __, 2000
Dear Fellow Stockholders:
Pacific Partners is proposing a solution to the problems we think exist at
Del Webb. I just wanted to take a brief moment to introduce Pacific Partners and
explain the accompanying materials and what we are trying to accomplish on
behalf of all stockholders.
Pacific Partners is owned by a small group of successful, entrepreneurial
businessmen with extensive knowledge and experience in the real estate industry.
We identified Del Webb as an investment opportunity with the potential for
substantial appreciation but we believed that in order to achieve this objective
certain fundamental changes had to occur. As noted in the attached Proxy
Statement, Del Webb's track record in terms of generating returns for its
stockholders over the last five years has been, in our opinion, absolutely
abysmal.
We own in excess of 1.0 Million shares of Del Webb Common Stock (5.49% of
the outstanding stock) and believe that we are now the second largest
stockholder in Del Webb. We think that Del Webb and its stockholders would all
benefit from having some new, independent Directors - Directors who have a
substantial stake in the Company and who are committed to investigating
alternative strategies for maximizing stockholder value as opposed to simply
rejecting potential opportunities out of hand. We have laid out our case in the
attached Proxy Statement. I would appreciate your taking a few moments to review
our Proxy Statement. Even more so, I would appreciate your support in electing
the two candidates being sponsored by us. While we would be a minority presence,
I can assure you that we would be an active presence dedicated to investigating
all reasonable alternatives to maximize stockholder value.
Thanks for your time and consideration. If you have any questions,
please call.
Very truly yours,
William S. Levine
Your vote is very important. Even if you do not plan to attend the Annual
Meeting, please sign and return the enclosed BLUE proxy card as soon as
possible. Time is short. A prepaid self addressed envelope is enclosed for your
convenience. Please contact D.F. King & Co., Inc at (888) - for instructions on
how to vote by email, facsimile and by telephone or with any questions.
<PAGE>
PACIFIC PARTNERS, LLC
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF DEL WEBB CORPORATION
Annual Meeting of Stockholders
November 2, 2000
INTRODUCTION
We believe something is seriously wrong at Del Webb.
o Five-year cumulative total returns to stockholders - negative 32%
o Management compensation - excessive particularly given stockholder returns
o Stock ownership by Directors - less than 1% - pathetic given tenure
o Debt to book capital - 67.6% - highest of comparable companies
Pacific Partners believes that these statements describe the situation
at Del Webb Corporation ("Del Webb" or the "Company") and represent both the
cause and effect of Del Webb's unsatisfactory performance. We think that the
Company has been unable to maximize stockholder value because of an inordinate
amount of debt for a public company of its size and management's unwillingness
to investigate alternative business strategies. Del Webb's enormous debt load
(in excess of $1.0 Billion as of June 30, 2000), in our opinion, has and will
continue to limit the Company's financial flexibility and will impede its
ability to take advantage of future opportunities.
In our meetings with Del Webb management, we have suggested that the
Company would benefit from a substantial equity investment to "right size" the
balance sheet. Management disagrees. We have also suggested that the
stockholders of Del Webb would benefit from having new, independent directors
who are committed to seeking out and analyzing alternative strategies for
increasing stockholder value. Again, management disagrees. We also know that
management has recently rebuffed at least one highly publicized offer to
purchase the Company at $30 per share -- a 48.7% premium over the 90-day average
trading price.
In light of management's response to our suggestions, we have determined to
nominate two candidates for election to the Del Webb Board of Directors. Our
nominees are William S. Levine and Brian J. O'Connor. Our candidates have
extensive experience in financial and operational matters and have outstanding
track records in generating value for stockholders in connection with their
service as directors of Outdoor Systems, Inc. (now Infinity Outdoor, Inc.
following its sale in December 1999 to Infinity Broadcasting Corporation, an
affiliate of Viacom Inc., for more than $8.0 Billion). While our nominees will
admittedly be only a minority presence on the Del Webb Board, if elected by
stockholders, they will represent a mandate for change. In their role as
catalysts for change, they will be an active presence on the Del Webb Board,
committed to encouraging the Company's Board to investigate thoroughly all
viable alternatives to increasing stockholder value.
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<PAGE>
We are also soliciting authority to vote for one of the nominees that has
been sponsored by Del Webb. Since there are only three board seats to be filled
at the Annual Meeting (one-third of Del Webb's staggered board), and since
Pacific Partners is only soliciting proxies for the election of two nominees, if
our nominees are elected, one of the nominees proposed by the Company will also
be elected. Pacific Partners intends to use the proxy solicited hereby to vote
for one nominee being sponsored by the Company's Board of Directors. While we
are not permitted to name the Company nominee for whom we will vote, we can
tell you that we will not vote for Glenn W. Schaeffer or C. Anthony Wainwright.
If you want, you can withhold authority to vote with respect to the Company's
remaining nominee by writing his name on the BLUE proxy card in the space
provided. For information regarding the Company's nominees for election as
Directors, please refer to the Company's Proxy Statement dated September 22,
2000 (the "Del Webb Proxy Statement"). There can be no assurance that the
Company's nominee will serve if elected along with any of our nominees.
Proxy statements can be difficult to read. We would like to highlight a
few of the interesting facts that can be gleaned from a close reading of the Del
Webb Proxy Statement.
Returns to Stockholders
The chart below was prepared by Del Webb because it is required to be
disclosed in the Del Webb Proxy Statement. It shows the value in June 2000 of
$100 invested in three different investments in June 1995. In one sense, this is
the Board's and management's report card for the last five years. A picture is
worth 1,000 words.
[GRAPHIC OMITTED]
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<PAGE>
DEL WEBB Peer group S & P 500
------------------- ---------------- ------------
6/95 $ 100 $ 100 $ 100
6/96 86.91 107.84 126
6/97 71.48 132.5 169.73
6/98 115.14 221 220.92
6/99 106.19 186.67 271.19
6/00 68.11 147.9 290.85
------------
o $100 invested on 6/30/95 in stock or index -- including reinvestment of
dividends. Fiscal year ending June 30.
The results are clear:
o Since June 1995 the cumulative total returns to Del Webb
stockholders have been negative 32%.
o By contrast, the cumulative return on an investment in the peer
group that Del Webb choose to compare itself with was positive
47.9%.
o The return from an investment in the S&P 500 over the same period
was positive 190.0%.
Pacific Partners owns over 1.0 million shares of Del Webb Common Stock
representing approximately 5.49% of the outstanding Common Stock. Today that
makes us the second largest Del Webb stockholder. We bought our shares because
we thought there was an opportunity for substantial appreciation if certain
steps were taken and we thought we could be the catalyst for change. However,
absent dramatic action, we are concerned that future returns to stockholders
could well mirror the dismal returns that have been generated over the last five
years.
Management Compensation
In the face of this record of generating a negative 32% return for
stockholders, the Company's Board of Directors has continued to reward
management with substantial salaries, bonuses and grants of restricted stock and
stock options. See Del Webb Proxy Statement, pages 7-9. When Philip Dion, the
Company's Chief Executive Officer who oversaw the Company's performance
reflected in the chart above, retired on November 30, 2000, the Board of
Directors agreed to pay-out Mr. Dion's lifetime benefit under the Company's
Supplemental Executive Retirement Plans in three equal annual payments of
$3,880,119 (plus interest); i.e., approximately $12.0 Million (plus interest).
See Del Webb Proxy Statement, page 13. Mr. Dion was also given a two-year
consulting agreement that pays him $250,000 a year. In other words, the Board of
Directors rewarded Mr. Dion with more than $12 million of your money and then
hired him as a highly paid consultant. All in all, not too shabby - particularly
given his track record.
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<PAGE>
In his first year as CEO, LeRoy Hanneman took home in excess of $2.0
Million in cash compensation along with $340,320 in restricted stock awards and
75,000 stock options. Not bad either.
New Del Webb Management Incentive Plans
Now the Company is asking stockholders to approve two more management
incentive plans, the 2000 Executive Long-Term Incentive Plan (the "Equity Plan")
and the 2000 Executive Management Incentive Plan (the "Cash Pay Plan"). We are
opposed to the Equity Plan because it does not prohibit the re-pricing of
options. We are opposed to the Cash Pay Plan because we believe that it does not
prohibit the Human Resources Committee of the Board of Directors from resetting
the Performance Goals for any year if it should become apparent that the
original Performance Goals for a year will not be met - in essence backdoor
re-pricing.
At Pacific Partners, we believe that the interests of all management teams
should be aligned with those of stockholders, and that reasonable cash and/or
stock rewards to management are appropriate only when stockholders have
prospered. We do not believe, however, that the past performance of the Company
(negative 32% five year cumulative total returns) justifies the salaries,
bonuses, stock grants and stock option awards given to past and present
Directors and executive management. We believe that the time has come for the
Company's management team and Board to be held accountable for their
performance, and we do not believe that their past performance has been
acceptable.
Stock Ownership by Management and Directors
Finally, we took a close look at the number of shares of Common Stock
really owned by our management team and Board of Directors. Under the rules of
the Securities and Exchange Commission ("SEC"), shares held under options that
have been given to officers and Directors and that are presently or will become
exercisable in the next 60 days are considered "beneficially owned." This is
true even if the options are underwater; i.e., the exercise price exceeds the
market price for the Common Stock. The problem with this approach, however, is
that unlike your shares, these "option shares" do not represent a personal
investment in the Company; i.e., they have not been bought and paid for yet.
These "option shares" cannot vote at the Annual Meeting. So, we asked ourselves,
what does the stock ownership by our management and Directors look like if you
eliminate all of the shares subject to unexercised stock options (i.e., shares
that have not been paid for yet) from the shares reported in the Del Webb Proxy
Statement as "beneficially owned" by our officers and Directors? Here's the
answer.
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<PAGE>
Shares or Years of
Name Other Securities Service
--------------------- ---------------- --------
Outside Directors:
D. Kent Anderson -0-* 6
Michael O. Maffie 1,000* 3
J. Russell Nelson 100* 17
Peter A. Nelson 7,000* 16
Michael E. Rossi -0-* 6
Glenn W. Schaeffer -0-* 3
C. Anthony Wainwright 816* 12
Sam Yellen 2,000* 9
------------ --------
Total Years
of Service 72
Total Ownership by
Outside Directors 10,916*
Management Directors:
Philip J. Dion 102,711*
LeRoy C. Hanneman, Jr. 65,664*
------------
Total Ownership by Management Directors 168,375*
Other Management:
John H. Gleason 46,803*
Anne L. Mariucci 40,016*
Frank D. Pankratz 45,080*
John A. Spencer 44,704*
------------
Total Ownership by
Other Management 176,603*
*Less than 1%
In case you're interested, our current outside Directors have 72 total
years of service with Del Webb and own less than 1% of the outstanding Common
Stock (calculated as described above).
Not a pretty picture. Quite frankly, we think the level of real personal
investment by our outside Directors is pathetic.
In sharp contrast, Pacific Partners beneficially owns more than 1,000,000
shares of Del Webb, representing approximately 5.49% of the Company's
outstanding Common Stock. We own this stock - it is bought and paid for. There
are no presently exercisable but unexercised options. All of our shares will
vote at the Annual Meeting. Suffice it to say that we are extremely motivated to
maximize stockholder value.
Pacific Partners' Concerns and Conclusions
In light of the foregoing, we think it's time for a change - time for new,
independent representatives on the Del Webb Board of Directors - time for
Directors whose interests are truly aligned with those of all other Del Webb
stockholders. Management believes that the Company's future is bright; that the
demographics of the American population are in the Company's favor. Maybe so,
but, absent the financial flexibility to capitalize on future opportunities, we
still believe that future returns to stockholders could well mirror our returns
over the last five years.
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<PAGE>
Pacific Partners has carefully reviewed public information concerning
the Company and its businesses contained in the Company's filings with the SEC,
in published articles, press releases and in reports prepared by securities
analysts. We are concerned that there may be storm clouds on the horizon. Here
are some specifics:
o LeRoy Hanneman, Del Webb CEO, noted that the Company's order
backlog at the beginning of the 2001 fiscal year was materially
lower than the order backlog at the beginning of the prior fiscal
year.
"This lower backlog will probably translate into a decline of
about $150 -$200 million in revenues for the year." Source: Del
Webb Press Release, July 25, 2000, 5:30 a.m. Eastern time.
o Although the Company has articulated a goal of reducing its debt
level, and publicly emphasized that its debt to total capital
ratio had declined during the 2000 fiscal year, in fact the
Company's amount of indebtedness has remained fairly constant. The
Company's Annual Report on Form 10-K for the year-ended June 30,
2000 (the "2000 Form 10-K") provides the following information
(dollars in thousands).
2000 1999
Total notes payable, senior and $1,005,424,000 $1,040,613,000
subordinated debt ("Debt")
Source: 2000 Form 10-K, "Selected Consolidated Financial Data."
o In press releases and other public statements, management
dismissed our stated concerns that the Company's high level of
indebtedness will impede financial flexibility and limit Del
Webb's ability to capitalize on present and future opportunities.
However, in the 2000 Form 10-K, the Company states:
"The Company's degree of leverage from time to time will affect
its interest incurred and capital resources, which could limit its
ability to capitalize on business opportunities or withstand
adverse changes."
Source: 2000 Form 10-K, "Certain Factors Affecting the Company's
Operations - Financing and Leverage."
o The Company's level of total debt to book capitalization (the sum
of book long-term debt plus shareholders equity) is the highest
of any comparable industry participant.
I-6
<PAGE>
<TABLE>
Company Book Equity 1 Total Debt 1
($ in 000s) ($ in 000s) Debt/Book Cap.
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Centex Corp. 1,465,226 2,021,618 58.0%
------------------------------- ---------------------------- ---------------------------- ----------------------------
D. R. Horton, Inc. 907,885 1,389,026 60.5%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Kaufman & Broad Home Corp. 674,951 1,356,939 66.8%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Lennar Corp. 1,054,027 1,732,784 62.2%
------------------------------- ---------------------------- ---------------------------- ----------------------------
M.D.C. Holdings Inc. 390,904 269,962 40.8%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Pulte Corp. 1,107,264 939,248 45.9%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Ryland Group Inc. 394,992 740,194 65.2%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Standard Pacific CP 405,830 376,801 48.1%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Toll Brothers Inc. 691,606 818,101 54.2%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Weighted Average 788,076 1,071,630 55.7%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Del Webb 482,386 1,005,424 67.6%
------------------------------- ---------------------------- ---------------------------- ----------------------------
<FN>
1 Based on financial statements contained in most recent report filed by the
indicated company pursuant to the Securities Exchange Act of 1934, as
amended.
</FN>
</TABLE>
Our nominees are committed to evaluating any and all opportunities to
address the challenges facing our Company. We believe that "right sizing" the
balance sheet may be one solution to provide Del Webb with the necessary
financial flexibility to capitalize on present and future opportunities.
We also believe that in light of the existing challenges, the Company
should explore a possible sale to permit stockholders to realize a premium today
over recent historical trading prices. We remember what happened in 1998 when
the Company was approached by two suitors. Following a series of press releases
stating the anticipated value of the consideration to be received in the deal,
the stock price ran up to the mid-30s. Discussions were terminated. What
happened to the stock price thereafter is a matter of public record. We hope
history will not repeat itself.
Both of our nominees have substantial experience in business and
finance. We believe that our nominees are well qualified to take appropriate
steps to maximize value for all stockholders as promptly as possible. While
Pacific Partners' nominees, if elected, would not constitute a majority of the
Board of Directors and thus could not ensure that the Board of Directors would
explore strategic equity investments or acquisition proposals, we believe that
the election of our nominees will serve as a mandate to the other Directors to
join in the effort to maximize stockholder values. Our nominees will be an
active presence on the Board committed to pursuing avenues designed to deal with
current challenges that we believe are impeding the Company's financial
flexibility.
We also think that any sale transaction should be decided by
stockholders - the people who have the real stake in the Company. Management, in
our opinion, needs to actively investigate the alternatives. Instead, they hide
behind a mountain of debt, golden parachutes, a staggered Board and other
antitakeover shields pointing to future opportunities, dismissing present day
critics and ignoring their historical record.
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<PAGE>
Pacific Partners' Voting Recommendations
Please vote for a voice for change. Please vote on the enclosed BLUE
proxy card:
o FOR the nominees sponsored by Pacific Partners;
o AGAINST the 2000 Executive Long-Term Incentive Plan;
o AGAINST the 2000 Executive Management Incentive Plan;
o FOR ratifying the appointment of KPMG LLP as the principal independent
public accounting firm of the Company for the year ending June 30,
2001; and
Time is short. Your vote is very important. Please sign and
return the enclosed BLUE proxy card immediately. Contact
D. F. King & Co., Inc. for instructions on how to vote by email,
facsimile or telephone. Please vote today.
D. F. King & Co., Inc. 1-800-207-2872
I-8
<PAGE>
BACKGROUND TO THE SOLICITATION
We purchased our shares of Del Webb stock because we believed there
were significant opportunities for realization of value. Pacific Partners
determined to nominate candidates to the Board who would be committed to fairly
exploring opportunities to increase stockholder value by investigating
alternative business strategies including the possible sale of the Company.
On August 17, 2000, we publicly disclosed our substantial investment in
the Company and requested a meeting with management to obtain management's
explanation of the steps it intended to take to maximize the value of Del Webb
Common Stock. We were told that Mr. Hanneman was not available to meet until
September 11th at the earliest. Del Webb has certain restrictive provisions in
its Bylaws establishing detailed requirements to be met if a stockholder wishes
to suggest candidates for election as directors including a requirement for this
year's Annual Meeting that any nominations for the 2000 Annual Meeting must be
submitted to Del Webb during a 30-day window period that closed on September 4,
2000 (which happened to be Labor Day). In light of Del Webb's response to our
request for a meeting, we had no choice other than to proceed to nominate our
candidates to preserve our options.
On September 25, 2000, members of Pacific Partners met with LeRoy
Hanneman, Anne Mariucci and John Spencer of Del Webb. The upshot of the meeting
was that management told us they preferred the current incumbent Directors to
our nominees and did not believe that Del Webb's current level of indebtedness
was impeding the Company's ability to execute its business plan. Mr. Hanneman
and Mr. Levine met again on October 3, 2000 to discuss the possibility of
Pacific Partners having representation on the Del Webb Board of Directors. As a
result of the failure to reach a solution with the Company, Pacific Partners
decided to proceed to sponsor two nominees for election as Directors who will
actively seek to maximize value for all stockholders by fully and fairly
considering various financial and strategic alternatives.
NOMINEES FOR ELECTION AS DIRECTORS
(Proposal No. 1)
According to the Del Webb Proxy Statement, three directors are to be
elected at the Annual Meeting. The Directors so elected will serve in such
capacity for terms to expire at the 2003 Annual Meeting of Stockholders and
until their successors are duly elected and qualified. In opposition to the
incumbent Board of Directors, Pacific Partners is proposing a slate of two
nominees for election as Directors of the Company. Information regarding our
nominees is set forth below.
We are also soliciting authority to vote for one of the nominees being
sponsored by the Company. Although we are not permitted to state who we will
vote for, we can tell you that if authority is granted, we will not vote for
Glenn W. Schaeffer or C. Anthony Wainwright. See "Voting Procedures and Other
Matters." Please refer to the Del Webb Proxy Statement for information regarding
the Company's nominees for election as Directors.
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<PAGE>
There are no arrangements or understandings between any nominee of
Pacific Partners and any other person pursuant to which he was selected as a
nominee. Each nominee named below has consented to be nominated for election as
a Director and to serve as a Director if elected. Pacific Partners does not
expect that any of the nominees will be unable to stand for election, but in the
event that a vacancy in the slate of nominees should occur unexpectedly, the
shares represented by the enclosed BLUE Proxy Card will be voted for a
substitute candidate selected by Pacific Partners.
The following information concerning age, principal occupation and
directorships has been furnished to Pacific Partners by the nominees. Additional
information regarding our nominees is set forth in Annex 1 to this proxy
statement.
Name Age Principal Occupations and Directorships
---- --- ---------------------------------------
William S. Levine 68 Mr. Levine is the manager of Pacific Partners, LLC, a
Delaware limited liability company formed on June 9,
2000, to invest in Del Webb. Mr. Levine is also a
director of Infinity Broadcasting Corporation
(multimedia) and Chairman of Infinity Outdoor, Inc.
(outdoor advertising) and has held such positions
since December 9, 1999, and is also a director of
International Leisure Hosts, Inc. Prior to becoming a
director of Infinity Broadcasting Corporation Mr.
Levine was Chairman of the Board and a director of
Outdoor Systems, Inc. (outdoor advertising), since
its formation in 1980. Mr. Levine is an owner and
officer of numerous privately-owned firms.
Brian J. O'Connor 44 Mr. O'Connor is the Senior Vice President of
Hutchison, Shokey, Erley & Co. (financial services)
(August 1988 to present) and is a member of the Board
of Directors of Outdoor Systems, Inc. (outdoor
advertising) (September 1993 to December 1999).
The following table sets forth the aggregate number of shares and
percentage of the Common Stock, and other securities of the Company, if any,
beneficially owned by each of Pacific Partners' nominees as of the date of this
Proxy Statement.
Shares of Percentage of
Name Common Stock Outstanding Stock
------------------- ------------ -----------------
William Levine(1) 1,002,186 5.49%
Brian J. O'Connor 2,000 *
---------------
(1) Mr. Levine may be deemed to beneficially own the indicated
shares by reason of being a member and the manager of Pacific
Partners.
* Less than 1%.
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<PAGE>
In considering how to vote, we ask you to think about the combined
stock ownership level of the incumbent members of the Board of Directors who are
standing for re-election. As noted above (see "Introduction - Stock Ownership by
Management and Directors"), Messrs. Hanneman, Schaeffer and Wainwright
collectively own only 66,480 shares of Common Stock (excluding shares subject to
unexercised stock options).
It is a commonly accepted principle that significant stock ownership by
a company's management more fully aligns their interests with the interests of
the company's other stockholders. We believe that the level of stock ownership
by these Del Webb insiders (particularly Messrs. Schaeffer and Wainwright)
contributes to a lack of commitment to the creation of value for the true owners
of the Company. As a result, we ask you to consider whether management may be
more interested in retaining their positions and compensation packages than in
maximizing the value to them (AND YOU) as stockholders.
PACIFIC PARTNERS BELIEVES THAT IT IS IN YOUR BEST INTEREST TO ELECT THE PACIFIC
PARTNERS' NOMINEES AT THE 2000 ANNUAL MEETING. WE STRONGLY RECOMMEND A VOTE FOR
THE ELECTION OF THE PACIFIC PARTNERS' NOMINEES.
PLEASE SIGN AND DATE THE BLUE PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU PLAN TO ATTEND THE 2000 ANNUAL MEETING.
OTHER PROPOSALS
The New Del Webb Incentive Plans
(Proposal Nos. 2 and 3)
Del Webb maintains a variety of bonus, stock option and other incentive
plans. Many Del Webb executives also participate in the Supplemental Executive
Retirement Plans and are parties to Employment Agreements that provide for
certain benefits to be paid upon the occurrence of a change of control (as
defined in such agreements). Descriptions of these various plans and agreements
are contained in the Del Webb Proxy Statement.
Now the Company is asking stockholders to approve the Del Webb
Corporation 2000 Executive Long-Term Incentive Plan (the "Equity Plan") and the
Del Webb Corporation 2000 Executive Management Incentive Plan (the "Cash-Pay
Plan" and together with the Equity Plan, the "Incentive Plans"). The text of the
Incentive Plans is included as Appendix A and Appendix B to the Del Webb Proxy
Statement.
Pacific Partners has reviewed the Incentive Plans and believes that
stockholders should vote AGAINST the approval of the Incentive Plans. The reason
for this conclusion is that Pacific Partners does not believe that such Plans
prohibit the re-pricing of awards made thereunder. What this means in plain
English is that if the Company were to grant stock options under the Equity Plan
and subsequently the Company's stock price falls, the Board can reduce the
option exercise price so the executive will be able to buy the stock more
cheaply. In other words, the option holder would be able to avoid the adverse
consequences of a stock market price decline. Unfortunately, stockholders cannot
get the same treatment. We are locked in at our original purchase price.
Furthermore, re-pricing could have adverse accounting consequences for the
Company.
Specifically, Article 3, Section 3.2 of the Equity Plan sets forth the
authority of the Human Resources Committee in administering the Equity Plan and
the awards thereunder. This section is absolutely silent on the issue of
re-pricing options and other stock grants made under that plan.
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<PAGE>
Interestingly, by comparison Article 3, Section 3.2 of the Cash-Pay
Plan sets forth the authority of the Committee in administering the Cash-Pay
Plan and provides specifically that "the Committee shall not have the authority
to re-price previously issued and currently outstanding Awards without
stockholder approval." Obviously, Del Webb has clearly demonstrated that when it
wishes to prohibit the opportunity to re-price underwater Awards, they are
capable of drafting language to accomplish their goal. However, the fact that
this language is contained in a plan which, by its very terms (see Article 5 of
the Cash-Pay Plan), is strictly a cash-pay plan, strikes us as unusual. More
importantly, however, is the complete absence of any such prohibition on
re-pricing in the Equity Plan, the only plan pursuant to which stock-based
awards can be made.
Furthermore, while the Cash-Pay Plan does explicitly prohibit the
re-pricing of any Awards, the language in Section 3.2 conferring authority on
the Human Resources Committee to administer this Plan does not, in our opinion,
prohibit the Committee from adjusting the Performance Goals during any period.
Thus, if it were to become obvious that any year's Performance Goal would not be
attained, we believe that the Committee could re-set the relevant goals without
altering the amount of the Award to be paid. This, in our opinion, is simply
re-pricing through the backdoor and renders the express prohibition on
re-pricing a nullity.
Based on our review of the Incentive Plans and the fact that by Del
Webb's own admission, the cumulative total returns to Del Webb stockholders
since June 1995 have been negative 30%, Pacific Partners believes that this is
not the time to approve new incentive plans.
Pacific Partners recommends that stockholders vote:
AGAINST the approval of the Del Webb 2000 Executive Long-Term Incentive
Plan (Proposal No. 2); and
AGAINST the Del Webb 2000 Executive Management Incentive Plan
(Proposal No. 3).
Ratification of Appointment of Principal Independent Public Accounting Firm
(Proposal No. 4)
The Company's Board of Directors has appointed the firm of KPMG LLP as
Del Webb's principal independent public accounting firm and seeks stockholder
ratification of this appointment. Pacific Partners recommends that you vote FOR
the ratification of the appointment of KPMG LLP as the Company's principal
independent public accounting firm for the year ending June 30, 2001. Shares
represented by a valid, unrevoked BLUE proxy card will be voted FOR such
proposal unless otherwise specified.
I-12
<PAGE>
VOTING PROCEDURES AND OTHER MATTERS
Three Directors are to be elected at the Annual Meeting. Since Pacific
Partners is only proposing two nominees, if both of our nominees are elected,
one of the Company's nominees will also be elected. We are also soliciting
authority to vote for one of the nominees being sponsored by Del Webb. While we
are not allowed to state affirmatively who we intend to vote for, we can tell
you that if you grant us authority to vote for one of the Company's nominees, we
will NOT vote for Glenn Schaeffer or Anthony Wainwright. If you vote on our BLUE
proxy card, you have the opportunity to withhold authority to vote for the
Company's remaining nominee by writing his name on the BLUE proxy card in the
space provided. For information regarding the Company's nominees for election as
Directors, please refer to the Del Webb Proxy Statement. There can be no
assurance that the Company's nominee will serve if elected with any of our
nominees.
For the proxy solicited hereby to be voted, the enclosed BLUE proxy
card must be signed and returned in time to be voted at the 2000 Annual Meeting.
Shares represented by a valid, unrevoked BLUE proxy card will be voted as
specified. If no specification is made, such shares will be voted (1) FOR the
election of the Pacific Partners' nominees; (2) AGAINST the approval of the Del
Webb Corporation 2000 Executive Long-Term Incentive Plan; (3) AGAINST the
approval of the Del Webb Corporation 2000 Executive Management Incentive Plan;
and (4) FOR the ratification of the appointment of KPMG LLP as the principal
independent public accounting firm of the Company for the year ended June 30,
2001.
If you wish to vote FOR the election of the Pacific Partners' nominees,
your latest dated proxy must be a BLUE proxy card. If you have already returned
the Company's white or anyone else's proxy card, you have the right to revoke it
as to all matters covered thereby and may do so by subsequently signing, dating,
and mailing the enclosed BLUE proxy card. ONLY YOUR LATEST DATED PROXY CARD WILL
COUNT AT THE 2000 ANNUAL MEETING. Execution of a BLUE proxy card will not affect
your right to attend the 2000 Annual Meeting and to vote in person. Any proxy
may be revoked as to all matters covered thereby at any time prior to the time a
vote is taken by (i) filing with the Secretary of the Company a later dated
written revocation or a duly executed proxy; (ii) submitting to Pacific Partners
a duly executed proxy bearing a later date; or (iii) attending and voting at the
2000 Annual Meeting in person. Attendance at the 2000 Annual Meeting will not
itself constitute a revocation.
Except as set forth in this Proxy Statement, Pacific Partners is not
aware of any other matter to be considered at the 2000 Annual Meeting. If any
other matter is presented at the 2000 Annual Meeting, the persons named on the
enclosed BLUE proxy card will vote in accordance with their best judgment
concerning such matter.
If any of your shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the record date, only that institution can
vote your shares and only upon its receipt of your specific instructions.
Accordingly, please contact the person responsible for your current account at
such institution and instruct that person to execute and return the BLUE proxy
card on your behalf. You should also sign, date and mail the voting instruction
form (or BLUE proxy card) that your broker or banker sends you. Please do this
for each account you maintain to ensure that all of your shares are voted.
I-13
<PAGE>
Only the holders of record as of the close of business on the record
date will be entitled to vote at the 2000 Annual Meeting. If you were a
stockholder on the record date, you will retain your voting rights for the 2000
Annual Meeting even if you sell such shares after the record date. Accordingly,
it is important that you vote the shares you own on the record date or grant a
proxy to vote such shares, even if you sell your shares after the record date.
The shares of Common Stock are the only shares of capital stock of Del
Webb entitled to notice of, and to vote at, the 2000 Annual Meeting. The Del
Webb Proxy Statement for the 2000 Annual Meeting provides information about the
number of shares of Common Stock outstanding and entitled to vote as of the
record date, and reference is made thereto for such information. Every holder of
shares of Common Stock is entitled to one vote for each share of Common Stock
held. In accordance with Del Webb's By-laws, at the 2000 Annual Meeting, the
holders of a majority of the shares of Common Stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
required for the purpose of establishing a quorum. For election of directors,
those nominees receiving a plurality of the votes cast will be elected as
directors. "Plurality" means that the nominees who receive the largest number of
votes cast will be elected as directors. Shares not voted will have no affect on
the election of directors. In order for the 2000 Executive Long -Term Incentive
Plan and the 2000 Executive Management Incentive Plan to be defeated (Proposals
2 and 3), if a quorum is present, it will be necessary that more votes are cast
against the approval of these proposals than votes that are cast for approval.
For the ratification of the appointment of KPMG LLP as the principal independent
public accounting firm of the Company for the year ending June 30, 2001 to be
approved, if a quorum is present, it will be necessary that more votes be cast
in favor of the approval of the proposal than votes that are cast against
approval of the proposal.
Abstentions and broker non-votes are not votes cast and, therefore,
will not be counted in determining voting results, although abstentions and
broker non-votes will be treated as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. For additional information
regarding the nature, treatment and affect of abstentions and broker non-votes,
please refer to the Del Webb Proxy Statement.
If you have any questions, or need further assistance, please call our
proxy solicitor, D.F. King at (800) 207-2872.
INFORMATION REGARDING PACIFIC PARTNERS AND
OTHER PARTICIPANTS IN THE SOLICITATION
The members of Pacific Partners are Levine Investments Limited
Partnership, Arturo R. Moreno, GRW Holding, LLC and the Contadino Family Trust.
William S. Levine is the manager of Levine Investments Limited Partnership and
Pacific Partners. Garth R. Wieger is the manager of GRW Holding, LLC and Joseph
F. Contadino is the trustee of the Contadino Family Trust. Pacific Partners,
William Levine, Arturo Moreno, Garth Wieger, Joseph Contadino and Brian O'Connor
may be deemed to be "participants" under the federal securities laws in this
solicitation.
Pacific Partners owns an aggregate of 1,002,186 shares of the Company's
Common Stock, representing approximately 5.49% of the outstanding shares of
Common Stock, with an aggregate cost, including commissions of $15,389,732 and
an aggregate market value based on the closing price of the stock on The New
York Stock Exchange on October __, 2000 of approximately $__________.
Pacific Partners is a Delaware limited liability company formed by its
members for the purpose of investing in Del Webb. Additional information
regarding Pacific Partners, its members and the participants in this
solicitation, including recent purchases of Common Stock, is set forth on Annex
1 hereto.
I-14
<PAGE>
Except as set forth in this Proxy Statement (or in Annex 1 hereto), no
member of Pacific Partners nor, to the best knowledge of Pacific Partners, any
nominee of Pacific Partners or any other participant in this solicitation or any
of their respective associates: (i) directly or indirectly beneficially owns any
shares of Common Stock or any other securities of the Company; (ii) has had any
relationship with the Company in any capacity other than as a stockholder, or
has been a party to any transaction, or series of similar transactions, since
the beginning of the Company's last fiscal year with respect to any shares of
the Company's capital stock; (iii) knows of any transactions since the beginning
of the Company's last fiscal year, currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a party, in which the
amount involved exceeds $60,000 and which any of them or their respective
affiliates had, or will have, a direct or indirect material interest; (iv) has
any interest in the matters to be voted on at the 2000 Annual Meeting, other
than an interest, if any, as a stockholder of the Company; (v) has been indebted
to the Company; or (vi) has been convicted of a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past ten years.
In addition, other than as set forth in this Proxy Statement (or in
Annex 1 hereto), there are no contracts, arrangements or understandings entered
into by Pacific Partners or any other participant in this solicitation or any of
their respective associates within the past year with any person with respect to
any of the Company's securities, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies. In addition, except as otherwise described elsewhere
herein or in the Schedule 13D (defined below), neither Pacific Partners nor any
other participant in this solicitation or any of their respective associates has
been engaged in contacts, negotiations or transactions with the Company
concerning a merger, consolidation, acquisition, tender offer or other
acquisition of securities, or a sale or other transfer of a material amount of
assets; or had any other transaction (other than this proxy solicitation and
matters incidental thereto) with the Company or any of its executive officers or
directors that would require disclosure under the rules and regulations of the
SEC.
Except as set forth in this Proxy Statement (or in Annex 1 hereto), no
member of Pacific Partners or, to the best knowledge of Pacific Partners, any
nominee of Pacific Partners or any other participant in this solicitation or any
of their respective associates, has entered into any agreement or understanding
with any person with respect to (i) any future employment by the Company or (ii)
any future transactions to which the Company will or may be a party.
Pacific Partners filed a Schedule 13D with the SEC on August 17, 2000
and filed Amendment No. 1 to the Schedule 13D on August 31, 2000 (collectively,
the "Schedule 13D"). The Schedule 13D contains additional information about
Pacific Partners, the members of Pacific Partners, Pacific Partners' nominees
and their respective affiliates and associates. See also "Nominees for Election
as Directors."
I-15
<PAGE>
SOLICITATION; EXPENSES
In connection with our solicitation of proxies for use at the 2000
Annual Meeting, such proxies may be solicited by mail, courier service,
advertisement, telephone, facsimile or other electronic means, and in person.
Solicitations may be made by the members of Pacific Partners and Pacific
Partners' nominees. Proxies may be similarly solicited by executives and
administrative employees of the members of Pacific Partners and its nominees,
for which no additional compensation will be paid. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward the
solicitation material from Pacific Partners to their customers for whom they
hold shares and Pacific Partners will reimburse these record holders for
customary clerical and mailing expenses incurred by them in forwarding these
materials to their customers.
Pacific Partners has retained D.F. King & Co., Inc. for advisory
services and to assist in the solicitation of proxies. Pacific Partners has
agreed to pay D.F. King & Co., Inc. a fee of up to $200,000, has agreed to
reimburse it for its reasonable out-of-pocket expenses and has agreed to
indemnify D.F. King against certain liabilities and expenses including
liabilities and expenses under the federal securities laws. Approximately 25
persons will be used by D.F. King & Co., Inc. in its solicitation of proxies for
use at the 2000 Annual Meeting.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies for the
nominees proposed by Pacific Partners for the 2000 Annual Meeting will be borne
by Pacific Partners. We do not intend to seek reimbursement for such expenses
from Del Webb or any other party or parties. Pacific Partners estimates that its
total expenditures relating to the solicitation (other than any possible costs
that may be incurred if litigation is initiated) will be approximately $1.0
Million. Total expenditures to date have been approximately $525,000. Pacific
Partners will bear all expenses related to this solicitation.
I-16
<PAGE>
CERTAIN INFORMATION ABOUT DEL WEBB
Del Webb is a Delaware corporation with its principal executive office
located at 6001 North 24th Street, Phoenix, Arizona 85106. Del Webb is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith is required to file
reports, proxy statements and other information with the SEC. Reports,
registration statements, proxy statements and other information filed by Del
Webb with the SEC can be inspected and copied at the public reference facilities
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N. W. Room 1024,
Washington, D.C. 20549, and at the SEC's Regional Offices, Judiciary Plaza, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the SEC, 450 Fifth Street, N. W., Washington,
D.C. 20549, at prescribed rates. Documents filed electronically by Del Webb are
also available at the SEC's Web site (http://www.sec.gov).
Information regarding shares outstanding as of the record date, the
establishment of a quorum, vote required for approval, treatment of abstentions
and "broker non-votes," admission requirements for the Annual Meeting, ownership
of shares of Common Stock by Directors and executive officers of Del Webb and by
other persons who own more than five percent of the outstanding shares of Common
Stock, the background of the Company's nominees for election to the Board of
Directors, the compensation paid and payable to the Company's Directors and
executive officers, the committees of Del Webb's Board of Directors and their
responsibilities and the meetings of Del Webb's Board of Directors and certain
committees thereof and requirements regarding the submission of stockholder
proposals to be considered for inclusion in Del Webb's proxy statement for the
2001 Annual Meeting of Stockholders is contained in the Del Webb Proxy
Statement. Pacific Partners assumes no responsibility for the accuracy or
completeness of such information.
The Annual Meeting of Stockholders is scheduled to be held on November
2, 2000 at 9:00 a.m. at the Renaissance Esmeralda Resort, 44-400 Indian Wells
Lane, Indian Wells, California (together with any adjournments or postponements
thereof, the "Annual Meeting"). The Company has set the close of business on
September 5, 2000 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting.
I-17
<PAGE>
OTHER MATTERS
Reference is made to the Del Webb Proxy Statement for information
concerning Del Webb stock, beneficial ownership of the stock by, and other
information concerning, the Company's Board and management, the principal
holders of the stock and the procedure for submitting stockholder proposals for
consideration at the November 2, 2000 Annual Meeting.
Pacific Partners does not know of any matter other than those described
above that will be presented for action at the Annual Meeting. If other matters
come before the meeting, the persons named as proxies intend to vote in
accordance with their judgment.
This Proxy Statement and BLUE Proxy Card will first be sent to
stockholders on or about October __, 2000.
Pacific Partners' mailing address is 1702 East Highland Avenue, Suite
310, Phoenix, Arizona 85016. For additional information or if you have any
questions, please contact our proxy solicitor, D.F. King & Co., Inc. at (800)
207-2872.
PLEASE IGNORE THE SOLICITATIONS OF THE CURRENT BOARD AND ANY OTHER
PARTIES AND DO NOT VOTE ON OR RETURN TO THE COMPANY OR ANY OTHER PARTY ANY PROXY
CARD THAT YOU MAY RECEIVE, EVEN TO VOTE AGAINST THE PROPOSALS SPONSORED BY THE
COMPANY OR ANY OTHER PARTY. RETURNING ANY PROXY CARD PROVIDED YOU BY THE COMPANY
OR ANOTHER PARTY COULD REVOKE THE BLUE PROXY CARD THAT YOU SIGN, DATE AND SEND
TO PACIFIC PARTNERS.
PACIFIC PARTNERS, LLC
October __, 2000.
I-18
<PAGE>
ANNEX 1
A. Background
----------
INFORMATION REGARDING PACIFIC PARTNERS, ITS MEMBERS AND PARTICIPANTS
IN THE SOLICITATION
Unless otherwise noted, all of the individuals listed in this Annex 1
are citizens of the United States.
1. Pacific Partners, LLC, a Delaware limited liability company
a. Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
b. Principal Business: Investments
c. Manager: William S. Levine
d. Members: Levine Investments Limited Partnership
Arturo R. Moreno
GRW Holding, LLC
Contadino Family Trust
2. William S. Levine (Manager of Pacific Partners, LLC, General Partner
of Levine Investments Limited Partnership and Director Nominee)
a. Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
b. Principal Occupation: Chairman, Infinity Outdoor, Inc.
c. Principal Business: Outdoor advertising
d. Business Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
3. Levine Investments Limited Partnership, an Arizona limited partnership
a. Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
b. Principal Business: Investments
c. General Partner: William S. Levine
<PAGE>
4. Arturo R. Moreno, a resident of Arizona
a. Address: 2502 N. Black Canyon Highway
Phoenix, Arizona 85009
b. Principal Occupation: Chief Executive Officer, Infinity Outdoor, Inc.
c. Principal Business: Outdoor advertising
d. Business Address: 2502 N. Black Canyon Highway
Phoenix, Arizona 85009
5. GRW Holding, LLC, an Arizona limited liability company
a. Address: 6900 E. Second Street
Scottsdale, Arizona 85251
b. Principal Business: Investments
c. Manager: Garth R. Wieger
d. Members: Garth R. Wieger
ATG, LLC
Tom Blake
Debbie Eden
6. Garth R. Wieger (Manager of GRW Holding, LLC)
a. Address: 6900 E. Second Street
Scottsdale, Arizona 85251
b. Principal Occupation: Manager, Journey Homes, L.L.C.
c. Principal Business: Homebuilding
d. Business Address: 6900 E. Second Street
Scottsdale, Arizona 85251
7. Contadino Family Trust, a revocable trust, formed under the laws of
Arizona
a. Address: 9034 North 23rd Avenue
Suite 1
Phoenix, Arizona 85021
b. Principal Business: Investment trust
c. Trustee: Joseph F. Contadino
8. Joseph F. Contadino (Trustee for the Contadino Family Trust)
a. Address: 9034 N. 23rd Avenue
Suite 1
Phoenix, Arizona 85021
b. Principal Occupation: Owner, Universal Homes, Inc.
c. Principal Business: Homebuilder
d. Business Address: 9034 N. 23rd Avenue
Suite 1
Phoenix, Arizona 85021
9. Brian J. O'Connor (Director Nominee)
a. Address: 1702 East Highland Avenue, Suite 301
Phoenix, Arizona 85016
b. Principal Occupation: Senior Vice President - Hutchison, Shockey,
Erley & Co.
c. Principal Business: Investment banking
d. Business Address: 1702 East Highland Avenue, Suite 301
Phoenix, Arizona 85016
B. Common Stock Purchases by Pacific Partners and other Participants
-----------------------------------------------------------------
Date Number of Shares Acquired Price/Share Total Cost
05/12/00 2,000 14 13/16 29,650.00
05/15/00 2,000 14 13/16 29,650.00
05/15/00 5,000 15 1/8 75,650.00
05/16/00 2,000 15 5/16 30,650.00
05/18/00 2,000 15 7/16 30,910.00
05/18/00 1,200 15 1/2 18,625.00
05/18/00 1,800 15 9/16 28,037.50
05/19/00 3,000 15 1/2 46,525.00
05/24/00 6,000 15 1/2 93,085.00
05/24/00 5,000 15 9/16 77,837.50
05/24/00 4,000 15 5/8 62,525.00
05/25/00 100 15 5/16 1,556.25
05/25/00 1,000 15 3/8 15,400.00
05/25/00 5,000 15 1/2 77,525.00
05/26/00 3,600 15 54,055.00
05/26/00 2,000 15 1/8 30,275.00
05/26/00 1,900 15 7/16 29,356.25
05/30/00 17,000 15 1/16 256,115.00
05/30/00 3,000 15 3/16 45,587.50
05/30/00 31,000 15 1/4 472,837.50
05/31/00 20,000 15 300,260.00
05/31/00 5,000 15 3/16 75,962.50
<PAGE>
Date Number of Shares Acquired Price/Share Total Cost
06/01/00 12,700 15 190,668.75
06/02/00 400 15 3/8 6,175.00
06/05/00 10,000 15 5/16 153,160.00
06/05/00 5,000 15 1/4 76,275.00
06/06/00 16,800 15 1/4 256,252.00
06/07/00 10,000 15 1/4 152,635.00
06/07/00 6,000 15 3/8 92,275.00
06/14/00 75,000 15 1,125,947.50
06/14/00 25,000 15 1/8 378,197.50
06/15/00 152,500 15 2,289,416.25
06/15/00 25,000 15 1/16 376,635.00
06/16/00 50,000 15 750,135.00
06/19/00 15,800 14 7/8 235,232.50
06/19/00 50,000 15 750,135.00
06/20/00 4,400 14 7/8 65,515.00
06/20/00 80,000 15 1,200,210.00
06/21/00 20,200 14 7/8 300,535.50
06/23/00 7,900 14 5/8 115,567.25
06/23/00 20,000 14 3/4 295,260.00
06/26/00 500 14 9/16 7,306.25
06/26/00 10,000 14 5/8 146,285.00
06/27/00 20,600 14 5/8 301,336.50
06/27/00 20,000 14 3/4 295,260.00
06/27/00 50,000 14 15/16 747,510.00
06/30/00 200 14 3/4 2,975.00
<PAGE>
Date Number of Shares Acquired Price/Share Total Cost
07/03/00 6,000 14 15/16 89,650.00
07/03/00 20,000 15 300,060.00
07/13/00 9,500 14 13/16 140,847.50
07/14/00 6,900 14 3/4 101,871.25
07/14/00 15,500 14 13/16 229,797.50
07/17/00 15,500 14 3/4 228,828.75
07/18/00 1,600 14 5/8 23,430.00
07/19/00 3,400 14 5/8 49,777.50
07/26/00 700 14 5/8 10,262.50
07/26/00 100 14 3/4 1,500.00
08/01/00 8,000 15 1/8 121,030.00
08/03/00 200 15 3,025.00
08/04/00 700 15 10,525.00
08/04/00 2,000 15 1/8 30,275.00
08/07/00 5,000 15 9/16 77,837.50
08/07/00 6,300 17 107,125.75
08/08/00 200 18 1/16 3,637.50
08/08/00 19,800 18 1/8 358,934.50
08/08/00 2,900 18 3/8 53,312.50
08/10/00 100 18 9/16 1,881.25
08/10/00 1,900 18 5/8 35,421.25
08/10/00 5,400 18 3/4 101,327.50
08/10/00 1,000 19 19,025.00
08/11/00 3,000 19 1/16 57,212.50
08/15/00 3,000 19 1/4 57,775.00
08/15/00 2,000 19 7/16 38,900.00
08/15/00 7,000 19 5/16 135,215.00
08/16/00 200 19 3/16 3,862.50
<PAGE>
Date Number of Shares Acquired Price/Share Total Cost
08/16/00 1,486 Capital contribution by
Contadino Family Trust
08/16/00 4,900 19 1/4 94,350.00
08/16/00 3,000 19 5/16 57,962.50
08/16/00 3,000 19 3/8 58,172.50
08/16/00 4,000 19 1/2 78,025.00
08/17/00 600 19 5/16 11,612.50
08/17/00 13,200 19 1/2 257,400.00
08/25/00 1,500 19 11/16 29,531.25
08/25/00 11,000 19 3/4 217,250.00
------- -------------
TOTAL 1,002,186 15,389,732.00
------- -------------
The aggregate amount of funds required by Pacific Partners to purchase
the 1,002,186 shares of Common Stock owned by it was $15,389,732, including any
brokerage commissions and Common Stock contribution. Except for shares of Common
Stock purchased pursuant to the margin account referenced below, all funds used
to purchase Common Stock were obtained from Pacific Partners' working capital.
Pacific Partners has borrowed a total of approximately $2,398,867.23 to purchase
Common Stock pursuant to margin arrangements established in Stockholder's
Customer Agreement with Spear, Leeds & Kellogg (a copy which is filed as Exhibit
99.1 to Pacific Partners' Schedule 13D on file with the Securities and Exchange
Commission). On July 10, 2000, Brian O'Connor acquired 2,000 shares of Del Webb
Common Stock.
<PAGE>
ANNEX 2
Del Webb Corporation Annual Meeting November 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF PACIFIC PARTNERS, LLC
IN OPPOSITION TO THE BOARD OF DIRECTORS OF DEL WEBB CORPORATION
PROXY
The undersigned stockholder of Del Webb Corporation (the "Company")
hereby (i) acknowledges receipt of the Proxy Statement dated October __, 2000
from Pacific Partners, LLC; (ii) revokes any and all prior proxies in connection
with or related to the following matters and (iii) appoints William B. Shearer,
Jr. and Richard H. Miller, or either one of them, with full power of
substitution, to act as proxies for the undersigned, and to vote all shares of
Common Stock which the undersigned is entitled to vote at the 2000 Annual
Meeting of Stockholders of Del Webb Corporation on November 2, 2000, and any
adjournment or postponement thereof, as specified below and in their discretion
on all other matters coming before the meeting.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted (1) FOR the election of
each of Pacific Partners' Nominees and one of the Company's nominees; (2)
AGAINST approval of the Del Webb 2000 Executive Long-Term Incentive Plan; (3)
AGAINST approval of the Del Webb 2000 Executive Management Incentive Plan; and
(4) FOR the ratification of the appointment of KPMG LLP as the Company's
independent public accounting firm for the year ending June 30, 2001. At the
present time Pacific Partners knows of no other business to be presented at the
Annual Meeting.
Pacific Partners also intends to use this Proxy to vote for one person
nominated by the Company. We will not vote for Glenn W. Schaeffer or C. Anthony
Wainwright. To withhold authority to vote for the Company's remaining nominee,
write his name in the space below. Refer to the Proxy Statement dated September
22, 2000 distributed by Del Webb for the name and other information concerning
such nominee. There is no assurance that the Company's nominee will serve as
a Director if the Pacific Partners nominees are elected to the Board.
Continued on reverse side
Pacific Partners recommends a vote FOR proposals 1 and 4 and AGAINST
proposals 2 and 3.
1. Election of directors to serve for 3-year terms.
William S. Levine and Brian J. O'Connor.
_____ For all nominees listed above.
_____ Withhold authority to vote for all nominees listed above.
_____ For all nominees listed above except:
Instruction: To withhold authority to vote for any individual nominee
including the Company's nominee, write the name(s) of such nominee(s)in
the following space.
-----------------------------------------------------------------------
Pacific Partners recommends a vote AGAINST proposal 2.
2. Approval of the Del Webb 2000 Executive Long-Term Incentive Plan.
_____ For _____ Against _____ Abstain
Pacific Partners recommends a vote AGAINST proposal 3.
3. Approval of the Del Webb 2000 Executive Management Incentive Plan.
_____ For _____ Against _____ Abstain
Pacific Partners recommends a vote FOR proposal 4.
4. Ratification of appointment of KPMG LLP as the Company's independent
public accounting firm for the year ending June 30, 2001.
_____ For _____ Against _____ Abstain
Dated __________________________, 2000
-------------------------------------
-------------------------------------
Signature(s)
Please sign name exactly as it appears hereon.
When signing as attorney, executor, trustee or
in other representative capacity, state full
title.
(IMPORTANT - PLEASE FILL IN DATE)
