UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
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)
October 19, 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).
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CUSIP No. 947423 109 Page 2 of 9
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This Amendment No. 3 to Schedule 13D ("Amendment No.3") is filed by
Pacific Partners, LLC ("Pacific Partners" or the "Stockholder"), with respect to
the Common Stock, $.001 par value (the "Stock"), of Del Webb Corporation (the
"Company") to amend and supplement the Schedule 13D filed on August 17, 2000
(the "Schedule"), Amendment No.1 to Schedule 13D filed August 31, 2000
("Amendment No.1") and Amendment No.2 to Schedule 13D filed October 13, 2000
("Amendment No.2"). All capitalized terms used in this Amendment and not
otherwise defined herein have the meanings ascribed to such terms in the
Schedule.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to read in its entirety as follows:
Pacific Partners purchased shares of the Stock because it believed the
Stock may present significant opportunities for realization of increased
stockholder value. Representatives of Pacific Partners 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, Pacific Partners does not believe that stockholder value
has been maximized. Pacific Partners has noted that the Company's balance sheet
is highly leveraged. Pacific Partners is concerned that impending debt
maturities and certain restrictive covenants contained in the Company's
instruments relating to its indebtedness may present liquidity issues in the
future and believes, in any event, that the Company's high level of existing
indebtedness currently limits the Company's financial flexibility. Pacific
Partners believes that this, in turn, is not allowing the Company to take
advantage of both present and future opportunities. Pacific Partners is 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 Pacific Partners met 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 delever the Company's balance sheet. Management's
explanations did not alleviate Pacific Partners' concerns that the Company is
not moving fast enough to leverage existing relationships, develop ancillary
products and services, and reduce administrative expenses. Pacific Partners was
not satisfied with what Pacific Partners perceives as a non-objective commitment
to past business practices. Representatives of Pacific Partners may also meet
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CUSIP No. 947423 109 Page 3 of 9
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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 Pacific Partners' assessment of the market values realizable from
management's plans.
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
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 anniversary of the previous year's stockholder meeting. Based on
publicly available information reviewed by Pacific Partners, in the case of the
Company's 2000 Annual Meeting of Stockholders, the "window" for such notices
would open on August 4, 2000 and 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, Pacific Partners decided to nominate candidates for board
seats which were up for election at the upcoming meeting and solicit proxies as
described below.
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CUSIP No. 947423 109 Page 4 of 9
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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 Pacific
Partners reserves the right to challenge), Pacific Partners delivered to the
Secretary of the Company a letter which provided written notice of its intent to
nominate William S. Levine, Arturo S. 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. The Company ignored the Pacific Partners'
nominations. Pacific Partners then retained D.F. King & Co., Inc. to assist
Pacific Partners in the solicitation of proxies.
Stockholder Inspection Demand. On August 31, 2000, Pacific Partners 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 Pacific Partners' ability to communicate with fellow
stockholders.
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 Hart-Scott-Rodino Filing, Pacific
Partners indicated that it 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
disclosed 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.
On September 26, 2000, the Federal Trade Commission, Bureau of Competition
Premerger Notification Office, granted Pacific Partners' request for early
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CUSIP No. 947423 109 Page 5 of 9
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termination of the regulatory review of the Hart-Scott-Rodino Filing.
Meetings with Management. On September 25, 2000, representatives of Pacific
Partners (Messrs. Levine, Contadino and Wieger) met with representatives of the
Company (Messrs. Hanneman and Spencer and Ms. Mariucci). Although the meeting
failed to result in a consensus regarding solutions to existing challenges, Mr.
Hanneman agreed to reconsider the request by Pacific Partners for representation
on the Company's Board of Directors. On October 3, 2000, Messrs. Hanneman and
Levine met again and Mr. Hanneman proposed that the Company would consider
nominating Mr. Levine for election to the Board of Directors at the 2001 Annual
Meeting of Stockholders. After considering this proposal, Pacific Partners
determined that a delay of one-year in providing the required Board
representation was unacceptable and so notified Mr. Hanneman on October 5, 2000.
Proxy Statement Filing and Proxy Solicitation. In light of the Company's
refusal to provide Pacific Partners with Board representation commencing with
the 2000 Annual Meeting of Stockholders, on October 6, 2000, Pacific Partners
filed a Preliminary Proxy Statement with the Securities and Exchange Commission.
On October 19, 2000 Pacific Partners filed a Definitive Proxy Statement with the
Securities and Exchange Commission to solicit proxies from stockholders of Del
Webb for use at the Company's annual stockholders meeting scheduled for November
2, 2000 for the purpose of electing Pacific Partners' nominees, William S.
Levine and Brian J. O'Connor, to Del Webb's Board of Directors and to vote
against two management compensation programs proposed by Del Webb's current
board. The Definitive Proxy Statement states that Pacific Partners believes that
the Company's five-year cumulative total return to stockholders of negative 32%
is unacceptable and that immediate change is needed to facilitate efforts to
maximize stockholder value. Pursuant to SEC requirements, the filing of the
Definitive Proxy Statement included, among other things, the identity and
background of the nominees. Pacific Partners has been and will continue to be in
contact with stockholders of the Company with a view towards soliciting their
support for Pacific Partners' nominees for election as directors. Pacific
Partners is soliciting proxies as described in the Definitive Proxy Statement. A
copy of the press release announcing the filing of the Definitive Proxy
Statement is attached as Exhibit 99.10 hereto.
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CUSIP No. 947423 109 Page 6 of 9
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Retention of J.P. Morgan. Pacific Partners has retained J.P. Morgan as its
financial advisor to analyze Del Webb in an effort to evaluate the Company.
Pacific Partners believes that such an evaluation will serve to educate Pacific
Partners and its Nominees so that if elected, Pacific Partners' Nominees will be
fully prepared to take all steps necessary to enhance stockholder value.
Creation of Website. Pacific Partners has created a website,
www.pacificpartners.bizland.com, to assist it in circulating information to Del
Webb stockholders regarding Pacific Partners' efforts to maximize stockholder
value and to assist Pacific Partners in soliciting proxies.
General Plans. Depending on general market and economic conditions
affecting the Company and the Stock and its view of the prospects for the
Company, Pacific Partners may purchase additional shares of the Stock or sell
shares of the Stock from time to time in open market and/or private
transactions. Pacific Partners has no immediate plans or proposals to seek a
business combination or to attempt to acquire control of the Company. However,
Pacific Partners continuously evaluates its investment in the Company and may
consider proposing a business combination in the future if conditions warrant.
Except as set forth herein, Pacific Partners has 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.
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CUSIP No. 947423 109 Page 7 of 9
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Item 7. Materials to be Filed as Exhibits.
Filed with initial filing of Schedule 13d:
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 to LeRoy C. Hanneman, Jr., President and Chief
Executive Officer
Filed with Amendment No.1:
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
Filed with Amendment No.2:
Exhibit 99.8 Letter from Federal Trade Commission granting early termination
of waiting period
Exhibit 99.9 Press Release of October 6, 2000
Filed with Amendment No.3:
Exhibit 99.10 Press Release of October 19, 2000
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CUSIP No. 947423 109 Page 8 of 9
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: October 30, 2000
PACIFIC PARTNERS, LLC
By: /s/William S. Levine
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Name: William S. Levine
Its: Manager
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EXHIBIT INDEX
Number Description
Filed with initial filing of Schedule 13d:
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 to LeRoy C. Hanneman, Jr., President and Chief
Executive Officer
Filed with Amendment No.1:
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
Exhibit 99.7 Press Release of August 31, 2000
Filed with Amendment No.2:
Exhibit 99.8 Letter from Federal Trade Commission granting early termination
Exhibit 99.9 Press Release of October 6, 2000
Filed with Amendment No.3:
Exhibit 99.10 Press Release of October 19, 2000
