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. )
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DEL WEBB CORPORATION
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
October 27, 2000
Dear Fellow Del Webb Shareholder:
Over the past few weeks I have been grateful for the opportunity to meet with
many Del Webb shareholders. This opportunity has allowed us to explain in
greater detail our vision for the future of Del Webb. Equally important,
however, we have been listening intently to your views about the company and its
future, and are moving rapidly to resolve matters of concern.
Here are some of the key issues we have been discussing, and what we are doing
as a company to address them:
1. The need for additional shareholder representation on our Board of
Directors. Our Board of Directors is open to new perspectives that will
help us enhance shareholder value. Our directors have responded to input
from shareholders by deciding to bring additional shareholder
representation to the board. We will conduct an accelerated search adding
two new board members by the end of this calendar year, if no change in
the composition of the board occurs as a result of the upcoming annual
meeting. We will solicit suggestions for candidates from institutional and
other large shareholders, interview prospective board members, and act to
bring these new voices to our boardroom. We will seek representation from
significant, long-term shareholders who understand our company, its
business and its potential. Given that Pacific Partners has held our
shares for a relatively short period of time and acquired the stock as
some of its lowest valuations, we do not believe their nominees would
necessarily represent the views of a broad base of our shareholders.
2. Our response to J.F. Shea's interest in acquiring Del Webb. Del Webb has
never rejected or rebuffed J.F. Shea. We had legitimate concerns about
Shea's ability to finance what would be the largest acquisition in the
history of the home building industry. We suggested that their financial
advisors meet with ours. Shea has now responded to the meeting invitation
and our respective advisors will be meeting in the next few days. This is
the next logical step in the communications between our two companies.
Regardless of the outcome of these particular discussions or the current
proxy contest, the Board has and will continue to evaluate and respond to
any viable proposals for a business combination. In addition, the company
will continue to evaluate its strategic alternatives on a regular basis.
Our Board has never been opposed to a business combination and two years
ago, we were very close to a transaction. Although that business
combination did not occur, Del Webb did not unilaterally end those
discussions.
<PAGE>
3. Stock price performance. No publicly traded company can control the price
of its stock. We can control our business performance and earnings, and I
believe our record in that respect speaks well for itself - four
consecutive years of record earnings, and a fifth record expected this
fiscal year. I am not happy with our stock price. Nor, to my knowledge, is
any other CEO in the homebuilding industry, as the entire sector has been
undervalued in recent years. We are fully engaged in enhancing our
financial performance in ways that we believe should result in a higher
valuation of our company.
4. Our Leverage. We understand that our leverage has been a concern to some
investors. Your management team has been focused on addressing this issue
over the past year. We have reduced our debt ratio from a high of 73% in
1999 to approximately 67% today; we intend to continue to improve our debt
ratio even as we pursue every attractive business expansion opportunity
available to us.
Today the future is bright for Del Webb and its shareholders. We stand at the
threshold of a boom in our business with the arrival at retirement of the Baby
Boom generation, for which the company has thoughtfully and carefully prepared.
In this environment, bringing the two nominees of Pacific Partners onto the
board would be potentially divisive, particularly in light of how little we
really know about their long-term intentions. We have an excellent strategic
plan and management team to execute it. We are open to fresh insight on our
board, but we believe adding two recent investors with no particular expertise
in our industry, investors who may be pursuing their own interests, is not in
the best interests of all shareholders.
Please support your current management team by signing, dating and returning the
enclosed WHITE proxy card in the enclosed envelope. It is important that you
vote, no matter how many shares you own.
Please do not send back any blue proxy card sent to you by the Pacific Partners
even to vote against their nominees. Doing so may cancel your vote for your
Board's nominees. However if you have already done so, you can still support our
nominees by signing and dating the WHITE proxy card. Only your latest dated and
properly executed card will count.
If you own your shares in the name of a brokerage firm, your broker cannot vote
such Shares unless he receives your specific instructions.
If you have any questions or need assistance in voting your proxy card, please
call our proxy solicitor, Corporate Investor Communications, Inc. toll free at
(888) 682-7221
Thank you for your support.
