Pacific Partners, LLC
1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
Tel: 602-248-8181
Fax: 602-248-0084
August 31, 2000
BY HAND
Del Webb Corporation
6001 N. 24th Street
Phoenix, AZ 85016
Attention: Corporate Secretary
Re: Notice of Nomination of Persons for Election as Directors
---------------------------------------------------------
Dear Sirs:
Pacific Partners, LLC, a Delaware limited liability company
("Pacific Partners"), is the beneficial owner of 1,002,186 shares of the Common
Stock, $.001 par value per share ("Common Stock"), of Del Webb Corporation (the
"Company") and a stockholder of record of 1,000 shares of Common Stock of the
Company. Under the Company's Bylaws we are therefore entitled to nominate one or
more persons for election as directors at the Company's annual meeting, which we
understand is presently scheduled to be held on Thursday, November 2, 2000 (the
"Annual Meeting").
In accordance with Article 2, Section 2.8 of the Company's Bylaws, we
are submitting this letter to nominate Messrs. William S. Levine, Arturo R.
Moreno and Brian J. O'Connor (the "Nominees") for election as directors at the
Annual Meeting.
Based upon publicly filed information available on the date hereof, we
understand that three directors are to be elected at the Annual Meeting.
However, we request that you inform us promptly if there has been any change in
such publicly filed information, including any increase in the number of
directors to be elected at the Annual Meeting (either because the Board of
Directors is enlarged or otherwise), so that we can act promptly to notify you
of our intent to make further nomination(s). Of course, it might not be possible
under those circumstances to comply with the time periods of Article 2, Section
2.8 of the Company's Bylaws, but we believe that the failure of the Company to
permit additional nominations under those circumstances would be invalid and
illegal. Similarly, if fewer than three directors are to be elected because the
Board of Directors is reduced, we request that you inform us promptly, so that
we may notify you which of our three nominees listed herein will be so
nominated.
<PAGE>
Del Webb Corporation
August 31, 2000
Page 2
As required by Article 2, Section 2.8 of the Company's Bylaws, we
hereby advise you that:
(a) our name and address is set forth above; the names and addresses
(business and residence) of the Nominees are set forth in
Attachments A-C;
(b) Pacific Partners represents that, as of the date hereof, (i) it
is the beneficial owner of 1,002,186 shares of Common Stock of
the Company entitled to vote for the election of directors (of
which 1,000 shares are held of record), (ii) it does not have any
rights to acquire Common Stock other than as set forth herein or
in the Amended Schedule 13D (as defined below), (iii) it
undertakes to continue to hold the shares of Common Stock
reported on the Amended Schedule 13D through the record date for
the Annual Meeting; and (iv) it intends to appear in person or by
proxy at the Annual Meeting to nominate the Nominees in the event
the Company does not accept the Nominees as nominees of the Board
of Directors;
(c) Mr. Levine is the Manager of Pacific Partners and an affiliate of
a member of Pacific Partners and Mr. Moreno is a member of
Pacific Partners. Mr. O'Connor is neither a member nor an
affiliate of a member of Pacific Partners. Each of the Nominees
has agreed to be nominated by us for election as a director, to
be named in any proxy statement published by the Company or
Pacific Partners pursuant to the proxy rules of the Securities
and Exchange Commission in connection with the election of
directors at the Annual Meeting and, if elected, to serve as a
Director of the Company. Except as indicated in Attachments A-C,
there are no arrangements or understandings between Pacific
Partners and any of the Nominees and any other person or persons
pursuant to which the nominations are to be made by us;
(d) the information regarding each of the Nominees that would be
required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had
the nominee been nominated by the Company's Board of Directors,
is set forth in Attachments A-C and such information is
supplemented by information contained in the Schedule 13D filed
by Pacific Partners on August 17, 2000, as amended by Amendment
No. 1 to Schedule 13D filed by Pacific Partners on August 31,
<PAGE>
Del Webb Corporation
August 31, 2000
Page 3
2000 (the "Amended Schedule 13D"), copies of which have been
previously delivered to the Company, which information is
incorporated by reference herein;
(e) the consents of each of the Nominees to be named as nominees in
any proxy statement referred to above and to serve as a Director
of the Company, if so elected, are set forth in Attachments A-C;
and
(f) we certify that each of the Nominees is not now an officer or
employee of the Company, and otherwise meets the qualifications
to serve as a Director of the Company prescribed in the Bylaws of
the Company.
Very truly yours,
PACIFIC PARTNERS, LLC
By: /s/ William S. Levine
------------------------------
Name: William S. Levine
Title: Manager
Receipt of a copy of the
foregoing letter is acknowledged.
DEL WEBB CORPORATION
By:____________________________
Name:__________________________
Title:_________________________
Cc: William B. Shearer, Jr.
Rick Miller
Eliot W. Robinson
<PAGE>
Exhibit A
1. Name, age and addresses of Nominee:
William S. Levine, 68 (Birthday-February 6, 1932)
Business/Residential Addresses:
Business: Residential:
-------- -----------
1702 East Highland Avenue, Suite 310 4201 East Keim Drive
Phoenix, Arizona 85016 Paradise Valley, Arizona 85253
2. Principal Occupation and Directorships.
Mr. Levine is the manager of Pacific Partners, LLC ("Pacific
Partners"), a Delaware limited liability company engaging in
investments. Mr. Levine is also a director of Infinity Broadcasting
Corporation (a multimedia company) and Chairman of Infinity Outdoor,
Inc. (outdoor advertising) and has held such positions since December
9, 1999. 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 also a director of International Leisure Hosts,
Ltd. (owner/operator of resort motel) and is an owner and officer of
numerous privately-owned firms.
3. The Nominee is not involved in any material legal proceeding in which
he is a party adverse to, or has a material interest adverse to that
of, Del Webb Corporation (the "Company") or any of its subsidiaries.
4. The Nominee was not nominated as a director pursuant to any agreement
or understanding between the Nominee and any other person(s). The
Nominee is the Manager of Pacific Partners, the stockholder of the
Company submitting the nomination.
5. The Nominee has never held any position or office with the Company, nor
served as a Director of the Company.
6. To the best of Nominee's knowledge, there exists no family relationship
between the Nominee and any director, any nominee for election as
director or any executive officer of the Company.
7. Presently, except as set forth in Item 2 above, the Nominee is not a
director or a nominee for election as director of any company with a
class of securities registered pursuant to Section 12 of the Exchange
Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment
Company Act of 1940.
<PAGE>
8. Within the past five years, no petition under the Federal bankruptcy
laws or any state insolvency law has been filed by or against, and no
receiver, fiscal agent or similar court appointed officer has been
appointed for the business or property of the Nominee or (a) any
partnership in which the Nominee was a general partner, or (b) any
corporation of which the Nominee was an executive officer, in either
case at or within two years before the time of such filing.
9. Within the past five years, the Nominee has not been convicted in a
criminal proceeding (excluding traffic violations or other minor
offenses).
10. Within the past five years, the Nominee has not been the subject of any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, that permanently or
temporarily enjoined any of the following activities: (i) acting as a
futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or (iii) engaging in
any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State
securities laws or Federal commodities laws.
11. Within the past five years, the Nominee has not been the subject of any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right to engage in any
activity described in clause (i) of item 10, above, or the right to be
associated with persons engaged in any such activity.
12. Within the past five years, the Nominee has not been found by a court
of competent jurisdiction in a civil action or by the Securities and
Exchange Commission to have violated any Federal or State securities
law.
13. Within the past five years, the Nominee has not been found by a court
of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law.
14. The Nominee does not currently and does not expect, (other than
pursuant to the Company's existing plans and policies relating to
Directors) if elected, to receive any cash compensation, bonus,
deferred compensation, pension plan coverage, stock option or stock
appreciation rights from the Company.
2
<PAGE>
15. Neither the Nominee nor, to the best of the Nominee's knowledge, any of
the Nominee's associates or immediate family members had or has a
direct or indirect material interest in any transaction or series of
similar transactions with the Company or any of its subsidiaries in
which the amount involved exceeds $60,000 and which has occurred since
January 1, 1999 or is currently proposed.
16. The Nominee has not been an executive officer of, does not own and did
not during 1999 own (of record or beneficially) an equity interest in
excess of ten percent of any business or professional entity that has
made, or proposes to make, payments to the Company or its subsidiaries
for property or services in excess of five percent of (i) the Company's
consolidated gross revenues for 1999 or (ii) the other entity's
consolidated gross revenues for its last full fiscal year.
17. The Nominee has not been an executive officer of, does not own and did
not during 1999 own, (of record or beneficially) an equity interest in
excess of ten percent of any business or professional entity to which
the Company or its subsidiaries has made or proposes to make payments
for property or services in excess of five percent of (i) the Company's
consolidated gross revenues for 1999 or (ii) the other entity's
consolidated gross revenues for its last fiscal year.
18. The Nominee has not been an executive officer of, does not own and did
not during 1999 own (of record, or beneficially), an equity interest in
excess of ten percent of any business or professional entity to which
the Company or its subsidiaries was indebted in an aggregate amount in
excess of five percent of the Company's total consolidated assets as of
December 31, 1999.
19. The Nominee is not, and during 1999 was not, a member of, or of counsel
to, a law firm that the Company retained during 1999, or to the best of
Nominee's knowledge, proposes to retain during the current fiscal year.
20. The Nominee is not, and during 1999 was not, a partner or executive
officer of any investment banking firm that has performed services for
the Company during 1999 or that the Company proposes to have perform
services during 2000.
21. The Nominee is not involved in any relations with the Company that are
substantially similar in scope to those listed and described in items
16 through 20 above.
22. Since January 1, 1999, the Nominee has not been, and to the best of the
Nominee's knowledge none of the following persons has been, indebted to
the Company or any of its subsidiaries in an amount that exceeds
$60,000: (i) any immediate family members of the Nominee; (ii) any
corporation or organization of which the Nominee is an executive
officer or partner or is, directly or indirectly, the beneficial owner
of ten percent or more of any class of equity securities; or (iii) any
3
<PAGE>
trust or estate in which the Nominee has a substantial beneficial
interest or serves as a trustee or in a similar capacity.
23. The Nominee is not, directly or indirectly, the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act of 1934) of any securities
of the Company except that he may be deemed to be the beneficial owner
of 1,002,186 shares of Common Stock owned by Pacific Partners because
he is the Manager of Pacific Partners, the sole owner of such Common
Stock. The Nominee owns no securities issued by the Company of record
that he does not own beneficially.
CONSENT TO SERVE AS DIRECTOR
I hereby consent to be named as a nominee for election as a
Director of Del Webb Corporation in any proxy statement published by Del Webb
Corporation or Pacific Partners, LLC pursuant to the proxy rules of the
Securities and Exchange Commission in connection with the election of Directors
at the 2000 Annual Meeting of Stockholders of Del Webb Corporation and to serve
as a Director of Del Webb Corporation if so elected.
/s/ William S. Levine
-----------------------------------
William S. Levine
Date: August 30, 2000
4
<PAGE>
Exhibit B
1. Name, age and addresses of Nominee:
Arturo R. Moreno, 54 (Birthday - August 14, 1946)
Business/Residential Addresses:
Business: Residential:
-------- -----------
2502 N. Black Canyon Highway 60 Biltmore Estates
Phoenix, Arizona 85009 Phoenix, Arizona 85016
2. Principal Occupation and Directorships.
June 2000 - Present
Member
Pacific Partners, LLC
(investments)
December 1999 - Present
Director
Infinity Broadcasting Corporation
(multimedia)
December 1999 - Present
Chief Executive Officer
Infinity Outdoor, Inc.
(outdoor advertising)
April 1984 - December 1999
President, Chief Executive Officer, Director
Outdoor Systems, Inc.
(outdoor advertising)
3. The Nominee is not involved in any material legal proceeding in which
he is a party adverse to, or has a material interest adverse to that
of, Del Webb Corporation (the "Company") or any of its subsidiaries.
4. The Nominee was not nominated as a director pursuant to any agreement
or understanding between the Nominee and any other person(s). The
Nominee a member of Pacific Partners, LLC, a Delaware corporation
("Pacific Partners"), the stockholder of the Company submitting the
nomination.
5. The Nominee has never held any position or office with the Company, nor
served as a Director of the Company.
<PAGE>
6. To the best of Nominee's knowledge, there exists no family relationship
between the Nominee and any director, any nominee for election as
director or any executive officer of the Company.
7. Presently, except as set forth in Item 2 above, the Nominee is not a
director or a nominee for election as director of any company with a
class of securities registered pursuant to Section 12 of the Exchange
Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment
Company Act of 1940.
8. Within the past five years, no petition under the Federal bankruptcy
laws or any state insolvency law has been filed by or against, and no
receiver, fiscal agent or similar court appointed officer has been
appointed for the business or property of the Nominee or (a) any
partnership in which the Nominee was a general partner, or (b) any
corporation of which the Nominee was an executive officer, in either
case at or within two years before the time of such filing.
9. Within the past five years, the Nominee has not been convicted in a
criminal proceeding (excluding traffic violations or other minor
offenses).
10. Within the past five years, the Nominee has not been the subject of any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, that permanently or
temporarily enjoined any of the following activities: (i) acting as a
futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or (iii) engaging in
any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State
securities laws or Federal commodities laws.
11. Within the past five years, the Nominee has not been the subject of any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right to engage in any
activity described in clause (i) of item 10, above, or the right to be
associated with persons engaged in any such activity.
12. Within the past five years, the Nominee has not been found by a court
of competent jurisdiction in a civil action or by the Securities and
Exchange Commission to have violated any Federal or State securities
law.
2
<PAGE>
13. Within the past five years, the Nominee has not been found by a court
of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law.
14. The Nominee does not currently and does not expect, (other than
pursuant to the Company's existing plans and policies relating to
Directors) if elected, to receive any cash compensation, bonus,
deferred compensation, pension plan coverage, stock option or stock
appreciation rights from the Company.
15. Neither the Nominee nor, to the best of the Nominee's knowledge, any of
the Nominee's associates or immediate family members had or has a
direct or indirect material interest in any transaction or series of
similar transactions with the Company or any of its subsidiaries in
which the amount involved exceeds $60,000 and which has occurred since
January 1, 1999 or is currently proposed.
16. The Nominee has not been an executive officer of, does not own and did
not during 1999 own (of record or beneficially) an equity interest in
excess of ten percent of any business or professional entity that has
made, or proposes to make, payments to the Company or its subsidiaries
for property or services in excess of five percent of (i) the Company's
consolidated gross revenues for 1999 or (ii) the other entity's
consolidated gross revenues for its last full fiscal year.
17. The Nominee has not been an executive officer of, does not own and did
not during 1999 own, (of record or beneficially) an equity interest in
excess of ten percent of any business or professional entity to which
the Company or its subsidiaries has made or proposes to make payments
for property or services in excess of five percent of (i) the Company's
consolidated gross revenues for 1999 or (ii) the other entity's
consolidated gross revenues for its last fiscal year.
18. The Nominee has not been an executive officer of, does not own and did
not during 1999 own (of record, or beneficially), an equity interest in
excess of ten percent of any business or professional entity to which
the Company or its subsidiaries was indebted in an aggregate amount in
excess of five percent of the Company's total consolidated assets as of
December 31, 1999.
19. The Nominee is not, and during 1999 was not, a member of, or of counsel
to, a law firm that the Company retained during 1999, or to the best of
Nominee's knowledge, proposes to retain during the current fiscal year.
20. The Nominee is not, and during 1999 was not, a partner or executive
officer of any investment banking firm that has performed services for
the Company during 1999 or that the Company proposes to have perform
services during 2000.
3
<PAGE>
21. The Nominee is not involved in any relations with the Company that are
substantially similar in scope to those listed and described in items
16 through 20 above.
22. Since January 1, 1999, the Nominee has not been, and to the best of the
Nominee's knowledge none of the following persons has been, indebted to
the Company or any of its subsidiaries in an amount that exceeds
$60,000: (i) any immediate family members of the Nominee; (ii) any
corporation or organization of which the Nominee is an executive
officer or partner or is, directly or indirectly, the beneficial owner
of ten percent or more of any class of equity securities; or (iii) any
trust or estate in which the Nominee has a substantial beneficial
interest or serves as a trustee or in a similar capacity.
23. The Nominee is not, directly or indirectly, the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act of 1934) of any securities
of the Company except that he may be deemed to be the beneficial owner
of 1,002,186 shares of Common Stock owned by Pacific Partners, because
he is a member of Pacific Partners, the sole owner of such Common
Stock. The Nominee owns no securities issued by the Company of record
that he does not own beneficially.
CONSENT TO SERVE AS DIRECTOR
I hereby consent to be named as a nominee for election as a
Director of Del Webb Corporation in any proxy statement published by Del Webb
Corporation or Pacific Partners, LLC pursuant to the proxy rules of the
Securities and Exchange Commission in connection with the election of Directors
at the 2000 Annual Meeting of Stockholders of Del Webb Corporation and to serve
as a Director of Del Webb Corporation if so elected.
/s/ Arturo R. Moreno
------------------------------------
Arturo R. Moreno
Date: August 30, 2000
<PAGE>
Exhibit C
1. Name, age and addresses of Nominee (the "Nominee"):
Brian John O'Connor, 44 (Birthday-October 17, 1955)
Business/Residential Addresses:
Business: Residential:
-------- -----------
1702 East Highland Avenue 7721 North 17th Place
Suite 301 Phoenix, Arizona 85020
Phoenix, Arizona 85016
2. Principal Occupation and Directorships.
August 1988 - Present
Senior Vice President
Hutchinson, Shockey, Erley & Co.
(investment banking)
September 1993- December 1999
Member of the Board of Directors
Outdoor Systems, Inc.
(outdoor advertising)
3. The Nominee is not involved in any material legal proceeding in which
he is a party adverse to, or has a material interest adverse to that
of, Del Webb Corporation (the "Company") or any of its subsidiaries.
4. The Nominee was not nominated as a director pursuant to any agreement
or understanding between the Nominee and any other person(s).
5. The Nominee has never held any position or office with the Company, nor
served as a Director of the Company.
6. To the best of Nominee's knowledge, there exists no family relationship
between the Nominee and any director, any nominee for election as
director, or any executive officer of the Company.
7. Presently, the Nominee is not a director or a nominee for director of
any company with a class of securities registered pursuant to Section
12 of the Exchange Act or subject to the requirements of Section 15(d)
of the Exchange Act or any company registered as an investment company
under the Investment Company Act of 1940.
<PAGE>
8. Within the past five years, no petition under the Federal bankruptcy
laws or any state insolvency law has been filed by or against, and no
receiver, fiscal agent or similar court appointed officer has been
appointed for the business or property of the Nominee or (a) any
partnership in which the Nominee was a general partner, or (b) any
corporation of which the Nominee was an executive officer, in either
case at or within two years before the time of such filing.
9. Within the past five years, the Nominee has not been convicted in a
criminal proceeding (excluding traffic violations or other minor
offenses).
10. Within the past five years, the Nominee has not been the subject of any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, that permanently or
temporarily enjoined any of the following activities: (i) acting as a
futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or (iii) engaging in
any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State
securities laws or Federal commodities laws.
11. Within the past five years, the Nominee has not been the subject of any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right to engage in any
activity described in clause (i) of item 10, above, or the right to be
associated with persons engaged in any such activity.
12. Within the past five years, the Nominee has not been found by a court
of competent jurisdiction in a civil action or by the Securities and
Exchange Commission to have violated any Federal or State securities
law.
13. Within the past five years, the Nominee has not been found by a court
of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law.
14. The Nominee does not currently and does not expect, (other than
pursuant to the Company's existing plans and policies relating to
Directors) if elected, to receive any cash compensation, bonus,
deferred compensation, pension plan coverage, stock option or stock
appreciation rights from the Company.
2
<PAGE>
15. Neither the Nominee nor, to the best of the Nominee's knowledge, any of
the Nominee's associates or immediate family members had or has a
direct or indirect material interest in any transaction or series of
similar transactions with the Company or any of its subsidiaries in
which the amount involved exceeds $60,000 and which has occurred since
January 1, 1999 or is currently proposed.
16. The Nominee has not been an executive officer of, does not own and did
not during 1999 own (of record or beneficially) an equity interest in
excess of ten percent of any business or professional entity that has
made, or proposes to make, payments to the Company or its subsidiaries
for property or services in excess of five percent of (i) the Company's
consolidated gross revenues for 1999 or (ii) the other entity's
consolidated gross revenues for its last full fiscal year.
17. The Nominee has not been an executive officer of, does not own and did
not during 1999 own, (of record or beneficially) an equity interest in
excess of ten percent of any business or professional entity to which
the Company or its subsidiaries has made or proposes to make payments
for property or services in excess of five percent of (i) the Company's
consolidated gross revenues for 1999 or (ii) the other entity's
consolidated gross revenues for its last fiscal year.
18. The Nominee has not been an executive officer of, does not own and did
not during 1999 own (of record, or beneficially), an equity interest in
excess of ten percent of any business or professional entity to which
the Company or its subsidiaries was indebted in an aggregate amount in
excess of five percent of the Company's total consolidated assets as of
December 31, 1999.
19. The Nominee is not, and during 1999 was not, a member of, or of counsel
to, a law firm that the Company retained during 1999, or to the best of
Nominee's knowledge, proposes to retain during the current fiscal year.
20. The Nominee is not, and during 1999 was not, a partner or executive
officer of any investment banking firm that has performed services for
the Company during 1999 or that the Company proposes to have perform
services during 2000.
21. The Nominee is not involved in any relations with the Company that are
substantially similar in scope to those listed and described in items
16 through 20 above.
22. Since January 1, 1999, the Nominee has not been, and to the best of the
Nominee's knowledge none of the following persons has been, indebted to
the Company or any of its subsidiaries in an amount that exceeds
$60,000: (i) any immediate family members of the Nominee; (ii) any
corporation or organization of which the Nominee is an executive
officer or partner or is, directly or indirectly, the beneficial owner
of ten percent or more of any class of equity securities; or (iii) any
3
<PAGE>
trust or estate in which the Nominee has a substantial beneficial
interest or serves as a trustee or in a similar capacity.
23. The Nominee is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act of 1934) of 2,000 shares of Common Stock of the Company.
CONSENT TO SERVE AS DIRECTOR
I hereby consent to be named as a nominee for election as a
Director of Del Webb Corporation in any proxy statement published by Del Webb
Corporation or Pacific Partners, LLC pursuant to the proxy rules of the
Securities and Exchange Commission in connection with the election of Directors
at the 2000 Annual Meeting of Stockholders of Del Webb Corporation and to serve
as a Director of Del Webb Corporation if so elected.
/s/ Brian J. O'Connor
---------------------------------
Brian J. O'Connor
Date: August 30, 2000
4
