SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Del Webb Corporation
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
4. Proposed maximum aggregate value transaction:
--------------------------------------------------------------------
5. Total fee paid:
--------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
--------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
3. Filing Party:
--------------------------------------------------------------------
4. Date Filed:
--------------------------------------------------------------------
<PAGE>
After going to press on the enclosed proxy materials, Del Webb Corporation
received written communication from J.F. Shea Co., Inc., expressing interest in
a business combination which would involve Shea acquiring all of the outstanding
shares of Del Webb. Del Webb subsequently issued the following news release.
Contact: Ken Plonski (Media Inquiries)
(602) 808-8171
Don Mickus (Investor Inquiries)
(602) 808-8004
FOR IMMEDIATE RELEASE
Competitor Proposes Nominees
For Del Webb Board of Directors
Phoenix, AZ (Sept. 25, 2000) - Del Webb Corporation (NYSE:WBB) today
announced that J.F. Shea Co., Inc. - a private California-based home builder
that directly competes with Del Webb in many markets - may nominate three
individuals, two of whom are top executives of Shea, for election to Del Webb's
10-member Board of Directors at the company's annual shareholders meeting in
November.
Shea's potential nominees are being reviewed by Del Webb regarding
applicable antitrust laws prohibiting interlocking directorates and Del Webb's
advance-notice by-laws. When confronted with these issues, Shea said that those
executives - its president and CEO as well as its President of Shea Homes Active
Adult division -- would resign or be removed from Shea in order to take
positions on its competitor's board. Del Webb was surprised by this seemingly
unrealistic scenario.
Del Webb also said it has received correspondence from Shea in which Shea
requested an opportunity to discuss a business combination in which it would
acquire all of Webb's outstanding shares at a price of $30 per share,
conditioned on "confirmatory" due diligence. To date, Del Webb has not provided
any non-public information to Shea or any other party.
-more-
<PAGE>
Competitor Proposes Nominees 2
--------------------------------------------------------------------------------
President and Chief Executive Officer LeRoy Hanneman said Del Webb
management and its Board would routinely give careful consideration to any
viable and complete proposal the company receives. "The proposal from Shea,
however, is deficient in many ways," said Hanneman.
"Shea not only wants preferential treatment in negotiating with Webb, it
also wants a free look at the confidential information of a direct competitor.
We believe that's not in the best interest of our shareholders," Hanneman said.
"If the Board of Directors decides that it is in the shareholders' best interest
to sell the company, we will do it in a way that maximizes shareholder value."
Two other major issues Hanneman stressed were:
o Shea offered no information about how it could fund and execute a
transaction that would include acquiring all of Webb's outstanding
shares, as well as satisfying the company's outstanding debt
obligations.
o Shea's request for "confirmatory" due diligence could jeopardize
Webb's competitive position. Essentially, Shea is requesting to view
private, competitive, non-public information on a preferential,
exclusive basis.
Hanneman went on to say that Del Webb's book value at June 30, 2000 was
more than $26 per share and the company fully expects book value to increase
significantly in the coming months and exceed $30 by the fiscal year ended June
30, 2001.
He pointed out that the homebuilding industry and particularly Del Webb,
are currently undervalued and it is therefore not an advantageous time to
consider selling the company. "Del Webb's primary market is active adults aged
55 plus. This market is just beginning a significant growth stage. The inherent
value of our company should grow dramatically as the Baby Boomer generation
approaches and reaches retirement age," Hanneman said. "We have four major new
communities in Arizona, California, Illinois and Nevada that are serving that
market. We now are beginning to realize the benefits of significant business
expansion that Webb has been implementing for several years in new communities
across the United States. The future of our company has never been more
promising."
-more-
<PAGE>
Competitor Proposes Nominees 3
--------------------------------------------------------------------------------
Hanneman said Del Webb "appreciates that many people are recognizing the
inherent value and strengths of our company. We just completed our fourth
consecutive year of record earnings and we do not want to unduly interrupt our
company's successful momentum. While Del Webb is always interested in pursuing
opportunities that will enhance shareholder value - given the tremendous
potential we have to grow the business independently and given our relatively
undervalued stock price - our Board has not made any determination to pursue any
business combination discussions."
Del Webb traditionally has a policy of not commenting on initial
approaches about business combinations or transactions of this nature, or to
comment on the status of any discussions that may take place. Shea had requested
that Del Webb keep Shea's potential nominations and its interest secret.
However, in light of their potential nominations, Del Webb decided to make an
exception to its policy to comply with disclosure regulations.
This information contains forward looking statements that may involve risk
and uncertainties and actual results may differ materially. Certain forward
looking statements are based on assumptions which may not prove to be accurate.
Risks and uncertainties included risks associated with the cyclical nature of
real estates operations, land acquisitions and development, government
regulation, growth management and environmental considerations; geographic
concentration; financing and leverage; interest rate fluctuations; construction
labor and material costs; future communities and new geographic markets; legal
matters; natural risks, and other matters set forth in the Company's Form 10-K
for the year ended June 30, 2000.
-30-
