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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
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 Rule 14a-11(c) or Rule 14a-12
Del Webb Corporation
(Name of Registrant as Specified In Its Charter)
J.F. Shea Co., Inc.
(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.
[ ] 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 statement number, or
the form or schedule and the date of its filing.
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NEWS RELEASE
CONTACTS:
Bruce Varker
J.F. Shea Co., Inc.
909/598-1841
or
Daniel H. Burch
MacKenzie Partners, Inc.
212/929-5748
FOR IMMEDIATE RELEASE:
J.F. SHEA CO. FILES AND MAILS DEFINITIVE PROXY MATERIALS
FOR DEL WEBB ANNUAL MEETING.
WALNUT, Calif., Oct. 30, 2000 -- J.F. Shea Co. today announced that it has filed
definitive proxy materials with the U.S. Securities and Exchange Commission in
connection with the November 2, 2000 annual meeting of Del Webb Corporation
(NYSE:WBB) and will commence mailing those materials to Del Webb shareholders
today.
In a cover letter accompanying the proxy statement, Shea states that it will
vote its Del Webb shares in support of the two Pacific Partners nominees
standing for election and urges Del Webb stockholders to do the same. As
previously announced, J.F. Shea Co. has made a proposal to acquire Del Webb for
$30 cash for all shares, subject to limited, confirmatory due diligence.
Security holders should read the proxy statement because it contains important
information. Security holders or interested parties can obtain copies of the
Shea proxy materials and other relevant documents, which are publicly available,
free of charge from the SEC website at www.sec.gov or through MacKenzie
Partners, Inc. by calling 800/322-2885 toll-free or e-mailing a request to
[email protected].
The following persons may be deemed to be "participants" in the proxy
solicitation under the federal securities laws: J.F. Shea, John F. Shea,
President and Chief Executive Officer and a principal shareholder of J.F. Shea,
and Bruce J. Varker, Executive Vice President of Finance and Planning of J.F.
Shea, Roy Humphries, President and Chief Executive Officer of Shea Homes,
Batchelder & Partners, Inc., financial adviser to J.F. Shea, David H.
Batchelder, Chairman and Chief Executive Officer, Batchelder & Partners, Inc.,
Joel L. Reed, President and Chief Operating Officer of Batchelder & Partners,
Inc., Kathleen D. Scott, Partner of Batchelder & Partners, Inc., and Ralph V.
Whitworth, Partner of Bat0chelder & Partners, Inc. The participants' interests
in the solicitation are described in the proxy statement, which can be obtained
as set forth above.
J.F. Shea Co., Inc. together with its affiliates and subsidiaries is one of the
nation's largest builders and developers of master planned communities, homes,
apartments, offices, industrial parks and
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neighborhood and community shopping centers and also operates as a civil
infrastructure contractor and venture capital investor. The company is privately
owned and has been in business for over 120 years. Shea's growth has been both
internal and through acquisitions, including the 1997 acquisition of Mission
Viejo Company and the 1998 acquisition of UDC Homes, Inc. with a combined
transaction value of approximately $940 million. Further information may be
obtained by visiting J.F. Shea's website at www.jfshea.com.
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NEWS RELEASE
CONTACTS:
Bruce Varker
J.F. Shea Co., Inc.
909/598-1841
or
Daniel H. Burch
MacKenzie Partners, Inc.
212/929-5748
FOR IMMEDIATE RELEASE:
SHEA SAYS DEL WEBB'S REFUSAL OF DUE DILIGENCE
IS OBSTACLE TO OFFER
WALNUT, CA, October 30, 2000 - In the following letter to Mr. Philip Dion,
Chairman of Del Webb Corp. (NYSE: WBB), J.F. Shea Co., Inc. expressed concern
that Del Webb's continuing requests for financial information regarding the
private affairs of individual shareholders of J.F. Shea was an inappropriate
delaying tactic.
Shea stated that limited confirmatory due diligence is the only real obstacle
standing between Del Webb's shareholders and its best offer. Shea added that the
outcome of a scheduled meeting between Del Webb and Shea financial advisors
should be the immediate commencement of due diligence. Shea further noted that
anything less than this result will demonstrate Del Webb's intent to further
delay its shareholders' opportunity to receive a premium offer for their shares.
As previously announced, J.F. Shea Co. has made a proposal to acquire Del Webb
for $30 cash for all shares, subject to limited, confirmatory due diligence. Del
Webb has scheduled its Annual Meeting for November 2, 2000. At the meeting,
Pacific Partners, LLC has nominated two independent directors in opposition to
two of the three management directors standing for election. J.F. Shea intends
to vote its shares for the election of the two Pacific Partners nominees, and
encourages all shareholders to do the same by voting the Blue proxy.
The text of the letter is included below:
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[J.F. SHEA CO. LETTERHEAD]
October 27, 2000
Mr. Philip Dion
Del Webb Corp.
6001 North 24th Street
Phoenix, AZ 85016
We appreciate your acceptance of our October 23rd request for a meeting of our
financial advisors.
Your recent press statements suggest that you continue to request financial
information involving our family-owned group. Simply stated, we do not believe
any reasonable business person would expect us to make public the information
you have requested concerning the private affairs of the individual shareholders
of J.F.Shea. As you are aware, we have submitted to you a letter from one of the
nation's largest real estate lenders indicating its interest and ability to
finance this transaction. You also have our letter committing Shea to obtain or
provide the necessary equity capital for this acquisition. Shea has built its
business over the last 120 years, including by means of two recent acquisitions
approximating $1 billion, by delivering on our commitments.
We have also noted comments by Del Webb representatives suggesting that, even if
Webb were to acknowledge that financing is not the issue, you would still not be
prepared to provide the limited confirmatory due diligence that we seek. We
think this is the crux of the issue and the only real obstacle standing between
your shareholders and our best offer.
The next step should be our start of limited confirmatory due diligence. If the
scheduled meeting between our advisors is a sincere attempt at constructive
dialogue, we should emerge from this meeting with an agreement to commence due
diligence immediately, subject to the previously submitted confidentiality
agreement that awaits your signature. Anything short of that will simply
evidence your intent to further delay your shareholders' opportunity to receive
a premium offer.
Sincerely,
/ signed /
John F. Shea
cc: Board of Directors
Robertson C. Jones
Frank M. Placenti
Security holders should read the proxy statement because it contains important
information. Security holders or interested parties can obtain copies of the
Shea proxy materials and other relevant documents, which are publicly available,
free of charge from
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the SEC website at www.sec.gov. or through MacKenzie Partners, Inc. by calling
(800) 322-2885 toll-free or e-mailing a request to [email protected].
The following persons may be deemed to be "participants" in the proxy
solicitation under the federal securities laws: J.F. Shea, John F. Shea,
President and Chief Executive Officer and a principal shareholder of J.F. Shea,
and Bruce J. Varker, Executive Vice President of Finance and Planning of J.F.
Shea, Roy Humphries, President and Chief Executive Officer of Shea Homes,
Batchelder & Partners, Inc., financial adviser to J.F. Shea, David H.
Batchelder, Chairman and Chief Executive Officer, Batchelder & Partners, Inc.,
Joel L. Reed, President and Chief Operating Officer of Batchelder & Partners,
Inc., Kathleen D. Scott, Partner of Batchelder & Partners, Inc., and Ralph V.
Whitworth, Partner of Batchelder & Partners, Inc. The participants' interests in
the solicitation are described in the proxy statement, which can be obtained as
set forth above.
J.F. Shea Co., Inc. together with its affiliates and subsidiaries is one of the
nation's largest builders and developers of master-planned communities, homes,
apartments, offices, industrial parks and neighborhood and community shopping
centers and also operates as a civil infrastructure contractor and venture
capital investor. The company is privately owned and has been in business for
over 120 years. Shea's growth has been both internal and through acquisitions,
including the 1997 acquisition of Mission Viejo Company and the 1998 acquisition
of UDC Homes, Inc. with a combined transaction value of approximately $940
million. Further information may be obtained by visiting J.F. Shea's website at
www.jfshea.com.
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