UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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 8, 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 9 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
975,886
OWNED BY -------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
-------- -------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
975,886
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,886
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.32
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14 TYPE OF REPORTING PERSON OO
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<PAGE>
CUSIP NO. 947423 109 Page 3 of 9 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) [ ]
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-------- -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
975,886
OWNED BY -------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
-------- -------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
975,886
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,886
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.32
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
-------- -----------------------------------------------------------------------
<PAGE>
CUSIP NO. 947423 109 Page 4 of 9 Pages
Item 1. Security and Issuer.
The class of securities to which this statement relates is the
Common Stock, par value $.001 per share (the "Stock"), of Del Webb Corporation
(the "Company"). The address of the principal executive offices of the Company
is 6001 North 24th Street, Phoenix, Arizona 85016.
Item 2. Identity and Background.
(a) - (c), (f) Schedule 1 hereto sets forth (i) the name,
the state or other place of organization or residence, the principal business,
the address of the principal business and the address of the principal office of
Pacific Partners, LLC (the "Stockholder"), William S. Levine, the Manager of the
Stockholder (the "Manager"; collectively with the Stockholder, the "Reporting
Persons"), the individual members of the Stockholder (the "Members" and each a
"Member"), the individual general partner of the limited partnership Member, the
manager of the limited liability company Member and the trustee of the trust
Member, and (ii) the name, the residence or business address, the present
principal occupation or employment, together with the name, principal business
and address of any corporation or other organization in which such employment is
conducted, and the place of organization of the controlling persons of the
Stockholder. Unless otherwise indicated, all natural persons identified in
Schedule 1 are citizens of the United States.
(d) - (e) Neither of the Reporting Persons nor, to the best of
their knowledge, any of the other persons listed on Schedule 1, during the last
five years has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
<PAGE>
CUSIP NO. 947423 109 Page 5 of 9 Pages
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds required by the Stockholder to
purchase the 975,886 shares of the Stock owned by it was $14,873,833, 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
$1,882,967.98 to purchase shares of the Stock pursuant to margin arrangements
established in the Stockholder's Customer Agreement with Spear, Leeds & Kellogg
(a copy of which is filed as Exhibit 99.1).
Item 4. Purpose of Transaction.
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
certain restrictive covenants contained in the Company's instruments relating to
<PAGE>
CUSIP NO. 947423 109 Page 6 of 9 Pages
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.
Except as set forth herein, the Reporting Persons have no present plans or
proposals which relate to or would result in any of the actions or events
enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Stock
beneficially owned by the Stockholder is 975,886 (5.3%) (based
<PAGE>
CUSIP NO. 947423 109 Page 7 of 9 Pages
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 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 Stockholder, acting through the Manager, has the sole
power to vote or direct the vote and, subject to the terms
of the margin arrangements, to dispose or direct the
disposition of the shares of the Stock beneficially owned by
it.
(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.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither of the Reporting Persons nor, to the best of their
knowledge, any of the other persons named in response to Item 2, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company. The business and
affairs of the Stockholder are conducted in accordance with the terms of an
Amended and Restated Operating Agreement of Pacific Partners, LLC, a copy of
which is included as Exhibit 99.2 to this filing.
<PAGE>
CUSIP NO. 947423 109 Page 8 of 9 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 to LeRoy C. Hanneman, Jr., President and Chief
Executive Officer of Del Webb Corporation
<PAGE>
CUSIP NO. 947423 109 Page 9 of 9 Pages
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: August 17, 2000
PACIFIC PARTNERS, LLC
By: /s/ William S. Levine
--------------------------------
Name: William S. Levine
Its: Manager
/s/ William S. Levine
----------------------------------
William S. Levine
<PAGE>
SCHEDULE 1
Unless otherwise noted, all of the individuals listed in this Schedule 1
are citizens of the United States.
1. Pacific Partners, LLC, a Delaware limited liability company
a. Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
b. Principal Business: Investments
c. Manager: William S. Levine
d. Members: Levine Investments Limited Partnership
Arturo R. Moreno
GRW Holding, LLC
Contadino Family Trust
2. William S. Levine (Manager of Pacific Partners, LLC and General Partner
of Levine Investments Limited Partnership)
a. Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
b. Principal Occupation: Chairman, Infinity Outdoor, Inc.
c. Principal Business: Outdoor advertising
d. Business Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
3. Levine Investments Limited Partnership, an Arizona limited partnership
a. Address: 1702 East Highland Avenue
Suite 310
Phoenix, Arizona 85016
b. Principal Business: Investments
c. General Partner: William S. Levine
4. Arturo R. Moreno, a resident of Arizona
a. Address: 2502 N. Black Canyon Highway
Phoenix, Arizona 85009
b. Principal Occupation: Chief Executive Officer, Infinity Outdoor, Inc.
<PAGE>
c. Principal Business: Outdoor advertising
d. Business Address: 2502 N. Black Canyon Highway
Phoenix, Arizona 85009
5. GRW Holding, LLC, an Arizona limited liability company
a. Address: 6900 E. Second Street
Scottsdale, Arizona 85251
b. Principal Business: Investments
c. Manager: Garth R. Wieger
d. Members: Garth R. Wieger
ATG, LLC
Tom Blake
Debbie Eden
6. Garth R. Wieger (Manager of GRW Holding, LLC)
a. Address: 6900 E. Second Street
Scottsdale, Arizona 85251
b. Principal Occupation: Manager, Journey Homes, L.L.C.
c. Principal Business: Homebuilding
d. Business Address: 6900 E. Second Street
Scottsdale, Arizona 85251
7. Contadino Family Trust, a revocable trust, formed under the laws of
Arizona
a. Address: 9034 North 23rd Avenue
Suite 1
Phoenix, Arizona 85021
b. Principal Business: Investment trust
c. Trustee: Joseph F. Contadino
8. Joseph F. Contadino (Trustee for the Contadino Family Trust)
a. Address: 9034 N. 23rd Avenue
Suite 1
Phoenix, Arizona 85021
b. Principal Occupation: Owner, Universal Homes, Inc.
c. Principal Business: Homebuilder
<PAGE>
d. Business Address: 9034 N. 23rd Avenue
Suite 1
Phoenix, Arizona 85021
<PAGE>
SCHEDULE 2
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 7/8 235,232.50
06/19/00 50,000 15 750,135.00
06/20/00 4,400 14 7/8 65,515.00
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 38,900.00
08/15/00 7,000 19 5/16 135,215.00
08/16/00 200 19 3/16 3,862.50
<PAGE>
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
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TOTAL 975,886 14,873,832.75
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<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 to LeRoy C. Hanneman, Jr., President and Chief Executive
Officer of Del Webb Corporation
