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DEL WEBB CORPORATION
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(Name of Registrant as Specified in Its Charter)
PACIFIC PARTNERS, LLC
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<PAGE>
NEWS RELEASE
FOR IMMEDIATE RELEASE
Oct. 27, 2000
PACIFIC PARTNERS SOLICITS SUPPORT FROM DEL WEBB STOCKHOLDERS
PHOENIX (Oct. 27, 2000) -- Pacific Partners, LLC, a private investment
group, today announced that it has mailed to Del Webb stockholders the following
letter:
PACIFIC PARTNERS LLC
October 27, 2000
VOTE FOR DIRECTORS WHOSE INTERESTS
ARE ALIGNED WITH YOURS
DEAR FELLOW DEL WEBB STOCKHOLDER:
Pacific Partners LLC owns more than 1,000,000 shares of Del Webb stock
-- more than five times the amount owned by the entire Del Webb Board of
Directors (excluding unexercised stock options). We share with you a common
interest in seeing Del Webb prosper and the value of our investment grow.
However, as you are no doubt painfully aware, Del Webb investors have been
taking a beating for years. We want to change that.
We are proposing two nominees for election to the Board at the November
2 Annual Meeting. If elected, our nominees will constitute only two seats on Del
Webb's ten-man Board. Judging by its past performance in providing returns to
stockholders, we believe the Board is in dire need of new ideas, a fresh
perspective and directors with a significant personal investment in the Company.
In short, we believe that the Del Webb Board needs a wake-up call.
REASONS WHY DEL WEBB'S BOARD NEEDS NEW BLOOD
1. Poor Performance Although management tells you it has been "frustrated"
by Del Webb's stock performance, it attempts to lay the blame on Wall
Street for low valuations for the Company's entire industry. Take a
closer look. Over the last five years, Del Webb's total return to
stockholders was a negative 32%. During the same period however, the
eleven home builders similar to Del Webb posted some impressive returns
for their stockholders, averaging a gain of more than 78%. In fact, Del
Webb was dead last among these 11 companies, and was the only company
to show a negative return for its investors for the last five years.
Visit our web site (www.pacificpartners.bizland.com) for more
information.
<PAGE>
2. Lack of Personal Commitment In our opinion, the best way to align the
interests of a company's directors with its stockholders is through a
significant personal investment in the company's stock. One of the two
directors we are seeking to replace has sat on Del Webb's Board for 12
years, yet he owns only 816 shares of Del Webb stock (excluding
unexercised stock options since no personal funds are invested unless
and until exercised). The other candidate nominated by management -
unlike you - does not own a single share of Del Webb stock other than
unexercised options. He is not even entitled to vote for himself at the
annual meeting! In contrast, through his ownership interest in Pacific
Partners, William Levine has a direct financial interest in over
424,000 shares of Del Webb stock. Our other nominee, Brian O'Connor, is
an independent nominee owning 2,000 shares of Del Webb stock and has
committed to take all director fees in Del Webb stock. We believe that
there can be no doubt that our interests are aligned with yours
3. Board Entrenchment Recently, your Company received a proposal from J.F.
Shea Company, Inc. expressing an interest in purchasing all Del Webb
shares at a price of $30 per share, a premium of 48.7% over the 90-day
average trading price at the time the offer was first announced. Del
Webb's CEO, LeRoy Hanneman called the Shea proposal "inadequate" and
"deficient in many ways." Although Del Webb management stated later
that it would give "careful consideration" to any viable and complete
proposal, Shea has publicly criticized Del Webb for being "intent on
impeding the process" of bringing a $30 offer to stockholders. We are
not in any way endorsing the Shea proposal today, but our nominees, if
on the Board, would actively pursue it to see if a transaction is
possible that would maximize stockholder value. In deciding whom to
believe, we think you should note the wide array of antitakeover
devices Del Webb has erected, including a staggered board of directors
(preventing a change in control for at least two stockholder meetings),
and prohibitions against stockholders calling special meetings, acting
by written consent or removing directors (unless a crime is committed).
We won't even go into the lucrative golden parachute provisions for
certain executives.
Whose interests do you think the Board is more concerned with - yours or theirs?
WHY PACIFIC PARTNERS' TWO NOMINEES DESERVE YOUR SUPPORT
1. Track Record. Both of Pacific Partners' nominees have demonstrated the
ability to provide superior returns for stockholders. Messrs. Levine
and O'Connor served as chairman and director, respectively, of Outdoor
Systems, Inc., then a publicly-traded outdoor media firm. From its
initial public offering in 1996 through its sale in December 1999,
stockholders of Outdoor Systems enjoyed a total cumulative return of
more than 2,400%.
2. Willing to Explore All Alternatives. If elected to the Del Webb Board,
our director nominees will take very seriously their fiduciary duty to
protect and advance the best interests of all Del Webb stockholders. We
will consider any course of action that might be in the stockholders'
interests. We would welcome discussions with a potential suitor to
ascertain the highest price they were willing to pay for Del Webb
stock. In our view, that is the only way to determine if it is the
right time to sell the company. Remember - we stand to make money only
if you make money as well. Our gains will be realized by a higher stock
price, not through lucrative salaries, bonuses, stock option plans and
golden parachutes at the expense of Del Webb stockholders.
<PAGE>
VOTE TODAY - THE ANNUAL MEETING IS ONLY A FEW DAYS AWAY
We need your support to bring new ideas to the Del Webb Board. However,
unless your BLUE proxy is received very shortly, your vote for Pacific Partners'
nominees may not make it in time to be counted. Please use the enclosed pre-paid
courier envelope to return your BLUE proxy. The expense of this service will be
paid by Pacific Partners, who will not seek reimbursement from Del Webb.
Please make sure your latest-dated proxy is a BLUE card voting FOR
Pacific Partners' nominees. A later-dated white card, even if marked "withhold
authority" to vote for the management candidates, will revoke your vote for
Pacific Partners' nominees. You have the legal right to change your vote and
return a BLUE card, even if you have already voted a white card. If you have any
questions or need assistance in voting your Del Webb shares, please contact our
proxy solicitor, D.F. King & Co., Inc., toll-free at: (800) 207-2872.
Thank you for your support. We look forward to working hard on your
behalf to maximize the value of our collective investment in Del Webb.
Pacific Partners :LLC
-- BULLETIN --
As the enclosed letter was going to press, we learned that
Institutional Shareholder Services (ISS) had just issued its voting
recommendation with respect to the Del Webb proxy contest. ISS is the world's
foremost proxy advisory firm, providing independent proxy analysis and voting
recommendations to hundreds of money managers, public and private pension funds
and insurance companies, among others, managing billions of dollars of equity
investments.
ISS has concluded that Del Webb stockholders should vote FOR Pacific Partners'
nominees on the BLUE proxy card.
In its analysis, ISS stated, in part:
o "Most of Pacific Partners' argument regarding inefficiencies are
addressed in Del Webb's business plan that has been in effect for the
last several years. This would indicate that the company may need help
in the implementing its plan as well as capitalizing on its brand
name."
o "There are also some indications of management entrenchment as shown by
the reluctance of Del Webb's board to consider Shea's disputed offer.
The question now is how long should shareholders have to wait to see a
return on their investment. Should they stay the course for the
potential gains that the coming baby boomers have to offer or attempt
to cash out now? Either way this choice should be left up to Del Webb
shareholders, and their best chance to realize this opportunity may be
by injecting some new blood into the board."
<PAGE>
o "On the contrary, in light of Del Webb's stock performance, it appears
[Pacific Partners is] merely concerned about the management of their
investment. In this case, we believe the dissident slate will bring a
fresh perspective to the Del Webb board and may help to better align
the interests of management with those of shareholders."
(emphasis added)
***
Information regarding the identity of persons who, under SEC rules, may
be deemed to be participants in Pacific Partners' solicitation of Del Webb's
stockholders, and their interests in the solicitation, are set forth in Pacific
Partners' definitive proxy statement filed October 19, 2000 with the SEC. Copies
of the definitive proxy statement are being mailed to Del Webb's stockholders.
Stockholders are urged to read the Pacific Partners proxy statement and any
other relevant documents that may be filed with the SEC because they contain
important information. All of these materials are available free of charge at
the Pacific Partners Web site (www.pacificpartners.bizland.com). Stockholders
can obtain copies of these documents free of charge at the SEC's Web site
(www.sec.gov). Copies are also available free of charge from D.F. King & Co.
Inc. at 1-800-207-2872 or [email protected]. Stockholders should read the
Pacific Partners proxy statement carefully before making any voting decisions.
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