UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
DEL WEBB CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
947423 109
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 31, 2000
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(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 15 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Pacific Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
1,002,186
OWNED BY -------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
-------- -------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,002,186
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,002,186
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.49
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14 TYPE OF REPORTING PERSON OO
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<PAGE>
CUSIP NO. 947423 109 Page 3 of 15 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
William S. Levine
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-------- -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
1,002,186
OWNED BY -------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
-------- -------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,002,186
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,002,186
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.49
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14 TYPE OF REPORTING PERSON IN
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<PAGE>
CUSIP NO. 947423 109 Page 4 of 15 Pages
This Amendment No. 1 to Schedule 13D ("Amendment No.1") amends and
supplements the Schedule 13D filed on August 17, 2000 (the "Schedule") by
Pacific Partners, LLC ("Pacific Partners" or the "Stockholder") and William S.
Levine (the "Manager" and collectively with the Stockholder, the "Reporting
Persons"), with respect to the Common Stock, $.001 par value (the "Stock"), of
Del Webb Corporation (the "Company"). All capitalized terms used in this
Amendment No. 1 and not otherwise defined herein have the meanings ascribed to
such terms in the Schedule.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated in its entirety to read as follows:
The aggregate amount of funds required by the Stockholder to purchase
the 1,002,186 shares of the Stock owned by it was $15,389,732, including any
brokerage commissions and Stock contributed by a Member. Except for shares of
Stock purchased pursuant to the Stockholder's margin account referenced below,
all funds used to purchase the Stock were obtained from the working capital of
the Stockholder. The Stockholder has borrowed a total of approximately
$2,398,867.23 to purchase shares of the Stock pursuant to margin arrangements
established in Stockholder's Customer Agreement with Spear, Leeds & Kellogg (a
copy of which is filed as Exhibit 99.1).
Item 4. Purpose of Transaction.
Item 4 is amended to add the information under the captions "Director
Nominations," "Stockholder Inspection Demand" and "Hart-Scott-Rodino Filing"
below and 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
<PAGE>
CUSIP NO. 947423 109 Page 5 of 15 Pages
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
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
<PAGE>
CUSIP NO. 947423 109 Page 6 of 15 Pages
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
prior to the date of the meeting at which such matters would be considered.
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 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
described 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 R. 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
<PAGE>
CUSIP NO. 947423 109 Page 7 of 15 Pages
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
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.
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 8 of 15 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety to read as follows:
(a) The aggregate number and percentage of shares of Stock
beneficially owned by the Stockholder is 1,002,186 (5.49%)
(based on information included in the Form 10-Q filed by the
Company for the quarter ended March 31, 2000 reporting that
18,326,955 shares of Stock were outstanding as of April 30,
2000). To the best knowledge of the Reporting Persons, none of
the other persons named in response to Item 2 of the Schedule
13D filed August 17, 2000 owns any shares of the Stock (other
than shares of the Stock owned by the Stockholder of which one
or more of such other persons may be deemed to have beneficial
ownership pursuant to Rule 13d-3).
(b) The Reporting Persons have shared power to vote or direct the
vote and, subject to the terms of the margin arrangement, to
dispose or direct the disposition of the shares of the Stock
beneficially owned by the Stockholder.
(c) Except as set forth on Schedule 2 hereto, no transactions in
shares of the Stock were effected during the past 60 days by
the Reporting Persons, or, to the best of the knowledge of the
Reporting Persons, by any of the other persons named in
response to Item 2 of the Schedule 13D filed August 17, 2000.
(d) - (e) Not applicable.
<PAGE>
CUSIP NO. 947423 109 Page 9 of 15 Pages
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 dated August 17, 2000 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.
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*Filed with Amendment No. 1
<PAGE>
CUSIP NO. 947423 109 Page 10 of 15 Pages
Signature
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: August 31, 2000
PACIFIC PARTNERS, LLC
By: /s/ William S. Levine
--------------------------
Name: William S. Levine
Its: Manager
/s/ William S. Levine
----------------------------
William S. Levine
<PAGE>
SCHEDULE 2
Schedule 2 is amended and restated in its entirety to read as follows:
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 65,515.00
06/19/00 50,000 15 750,135.00
06/20/00 4,400 14 7/8 300,535.50
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 38,875.00
<PAGE>
Date Number of Shares Acquired Price/Share Total Cost
08/15/00 7,000 19 5/16 135,125.00
08/16/00 200 19 3/16 2,862.80
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
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TOTAL 1,002,186 15,389,732.00
<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 dated August 17, 2000 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.
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*Filed with Amendment No. 1
