<PAGE> 1
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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Del Webb Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] 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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[DEL WEBB CORPORATION LOGO]
September 22, 2000
Dear Fellow Shareholder:
You are invited to attend the Annual Meeting of Shareholders of Del Webb
Corporation (your "Company"), which will be held on Thursday, November 2, 2000
at 9:00 a.m., local time, at the Renaissance Esmeralda Resort, 44-400 Indian
Wells Lane, Indian Wells, California. The formal notice of the meeting and the
proxy statement, will appear on the following pages and describe the matters to
be acted upon.
You may receive solicitation materials from a dissident shareholder group
by the name of Pacific Partners, LLC. Specifically, this dissident group has
informed your Company and issued a press release stating that it intends to
proceed with what we believe to be a disruptive and costly proxy contest to
elect its nominees to the Board of Directors. Your Board, eight of whose ten
members are independent directors, believes that the dissident group's proxy
solicitation is not in the best interest of the Company and its other
shareholders and strongly urges you to REJECT the dissident group's solicitation
and NOT sign any proxy card this dissident group might send you. If this group
elects to proceed with its stated intentions, we will provide you with more
detailed information about them and why we believe it is not in your best
interest to support them.
Your vote is important. Whether or not you plan to attend the meeting in
person, it is important that your shares be represented and voted. We urge you
to sign, date and return the enclosed WHITE proxy card at your earliest
convenience. If you have any questions or need assistance in voting your shares,
please call our proxy solicitor, Corporate Investor Communications, Inc., toll
free at (888) 682-7221.
Sincerely,
/s/ LEROY C. HANNEMAN, JR.
LeRoy C. Hanneman, Jr.
President and
Chief Executive Officer
<PAGE> 3
[DEL WEBB CORPORATION LOGO]
------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------------
NOVEMBER 2, 2000
------------------------------------------------------------------------
NOTICE AND PROXY STATEMENT
------------------------------------------------------------------------
<PAGE> 4
[DEL WEBB CORPORATION LOGO]
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
NOVEMBER 2, 2000
------------------------------
NOTICE IS GIVEN that the Annual Meeting of the Shareholders (the "Annual
Meeting") of DEL WEBB CORPORATION, a Delaware corporation (the "Company"), will
be held at the Renaissance Esmeralda Resort, 44-400 Indian Wells Lane, Indian
Wells, California, on Thursday, November 2, 2000, at 9:00 a.m., local time, to:
1. Elect three Class I Directors for three-year terms expiring at the
Annual Meeting of Shareholders to be held in 2003 or until their
successors have been duly elected and qualified;
2. Approve the Del Webb Corporation 2000 Executive Long-Term Incentive
Plan;
3. Approve the Del Webb Corporation 2000 Executive Management Incentive
Plan;
4. Ratify the appointment of KPMG LLP as the principal independent
public accounting firm of the Company for the year ending June 30,
2001; and
5. Transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on September 5, 2000
as the Record Date for shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof.
IN ORDER THAT ADEQUATE PREPARATIONS MAY BE MADE FOR THE ANNUAL MEETING,
PLEASE MARK YOUR PROXY IF YOU WISH TO ATTEND. A MEETING ATTENDANCE CARD WILL BE
MAILED TO YOU PROMPTLY TO FACILITATE YOUR ATTENDANCE.
Whether or not you intend to be present at the annual meeting, please mark,
sign and date the enclosed WHITE proxy card and mail it in the accompanying
envelope as described in the instructions on the WHITE proxy card. The proxy may
be revoked at any time prior to the annual meeting by written notice to the
secretary of the company, by voting in person at the annual meeting, or by
submitting a later dated proxy by mail.
DONALD V. MICKUS
Vice President,
Secretary and Treasurer
Phoenix, Arizona
Dated: September 22, 2000
<PAGE> 5
[DEL WEBB CORPORATION LOGO]
6001 NORTH 24TH STREET
PHOENIX, ARIZONA 85016
602-808-8000
------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 2, 2000
------------------------------
SOLICITATION OF PROXY
This Proxy Statement has been prepared in connection with the Board of
Directors' solicitation of the enclosed proxy for the Annual Meeting of
Shareholders of Del Webb Corporation (the "Company"), to be held on November 2,
2000, at 9:00 a.m., local time, at the Renaissance Esmeralda Resort, 44-400
Indian Wells Lane, Indian Wells, California. The solicitation is made by the
Board of Directors of the Company and the cost of the solicitation will be borne
by the Company. The Proxy Statement has been furnished to the record holders of
shares of common stock, $.001 par value, of the Company (the "Common Stock") at
the close of business on September 5, 2000 (the "Record Date"). The accompanying
Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy are being
mailed on or about September 22, 2000 to holders of shares of Common Stock on
the Record Date.
The Annual Meeting is to:
1. Elect three Class I Directors for three-year terms expiring at the
Annual Meeting of Shareholders to be held in 2003 or until their
successors have been duly elected and qualified;
2. Approve the Del Webb Corporation 2000 Executive Long-Term Incentive
Plan;
3. Approve the Del Webb Corporation 2000 Executive Management Incentive
Plan;
4. Ratify the appointment of KPMG LLP as the principal independent
public accounting firm of the Company for the year ending June 30,
2001; and
5. Transact other business as may properly come before the Annual
Meeting.
INFORMATION AS TO VOTING SECURITIES
As of the Record Date, the outstanding securities of the Company entitled
to a vote at the meeting consisted of 18,383,499 shares of Common Stock, each
share being entitled to one vote. A majority of the outstanding shares entitled
to vote shall constitute a quorum for the conduct of business.
ACTION TO BE TAKEN UNDER THE PROXIES
If the enclosed proxy is properly returned by dating, signing, and mailing,
the shares represented thereby will be voted at the Annual Meeting in accordance
with those instructions. If no instructions are given with respect to the
matters to be acted on, the persons acting under the proxies will vote the
shares represented thereby in favor of the election of the nominees for
directors named herein; in favor of the Del Webb Corporation 2000 Executive
Long-Term Incentive Plan; in favor of
1
<PAGE> 6
the Del Webb Corporation 2000 Executive Management Plan; in favor of
ratification of the appointment of KPMG LLP as the principal independent public
accounting firm of the Company for the year ending June 30, 2001; and at their
discretion as to such other business as may come before the meeting or any
adjournment thereof. The Board of Directors is not aware of any other business
to be brought before the meeting. If other proper matters or matters of which
the Board is not aware a reasonable time prior to the meeting are introduced,
then, to the extent permissible by law, the persons named in the enclosed proxy
will vote the shares they represent in accordance with their judgment.
The presence at the Annual Meeting, in person or by proxy, of holders of a
majority of the outstanding shares of Common Stock entitled to vote will
constitute a quorum for the transaction of business. Abstentions will be treated
as shares that are present and entitled to vote for purposes of determining the
presence of a quorum, but as unvoted for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter including the proposals to approve the Del Webb
Corporation 2000 Executive Long-Term Incentive Plan and the Del Webb Corporation
2000 Executive Management Incentive Plan and to ratify the appointment of KPMG
LLP as the Company's independent certified accountants, those shares will not be
considered present and entitled to vote with respect to that matter, but will be
considered present and entitled to vote for determining the presence of a
quorum. As used herein, "uninstructed shares" means shares held by a broker who
has not received instructions from its customers on such matters and the broker
has so notified the Company on a proxy form in accordance with industry practice
or has otherwise advised the Company that it lacks voting authority. As used
herein, "broker non-votes" means the votes that could have been cast on the
matter in question by brokers with respect to uninstructed shares if the brokers
had received their customers' instructions. Although there are no controlling
precedents under Delaware law regarding the treatment of such broker votes in
certain circumstances, the Company intends to apply the principles set forth
herein.
Election of Directors: Directors are elected by a plurality and the three
nominees who receive the most votes will be elected. Abstentions and broker
non-votes will not be taken into account in determining the outcome of the
election.
Approval of the Del Webb Corporation 2000 Executive Long-Term Incentive
Plan and the Del Webb Corporation 2000 Executive Management Incentive Plan: To
be adopted, each of the Executive Long-Term Incentive Plan and the Executive
Management Incentive Plan must receive the affirmative vote of the majority of
the shares of Common Stock present in person or by proxy at the meeting and
entitled to vote. Uninstructed shares are not entitled to vote on this matter,
and therefore broker non-votes do not affect the outcome. Abstentions have the
effect of negative votes.
Ratification of Appointment of KPMG LLP: To be ratified, this matter must
receive the affirmative vote of the majority of the shares of Common Stock
present in person or by proxy at the meeting and entitled to vote. Uninstructed
shares are not entitled to vote on this matter, and therefore broker non-votes
do not affect the outcome. Abstentions have the effect of negative votes.
ALL SHAREHOLDERS WITH VALID MEETING ATTENDANCE CARDS WILL BE ADMITTED TO
THE ANNUAL MEETING. SHAREHOLDERS WHO HAVE BENEFICIAL OWNERSHIP OF COMMON STOCK
THAT IS HELD BY A BANK OR BROKER (OFTEN REFERRED TO AS "HOLDING IN STREET NAME")
SHOULD BRING ACCOUNT STATEMENTS OR LETTERS FROM THEIR BANKS OR BROKERS
INDICATING THAT THEY OWNED COMPANY COMMON STOCK AS OF THE RECORD DATE.
ACCORDINGLY, IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE BOX PROVIDED ON
YOUR PROXY CARD SO THAT WE MAY SEND YOU AN ATTENDANCE CARD. SHAREHOLDERS ALSO
MAY OBTAIN AN ATTENDANCE CARD BY SUBMITTING A WRITTEN REQUEST TO THE SECRETARY
OF THE COMPANY.
2
<PAGE> 7
A shareholder executing and returning a proxy has the power to revoke it at
any time prior to the Annual Meeting by giving written notice of revocation to
the Secretary of the Company, by voting in person at the meeting, or by
submitting a later dated proxy by mail.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated the three directors named below to serve three-year
terms as Class I Directors. The election of the nominees requires a plurality of
the votes cast with a quorum present.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ELECTION OF THE CLASS I DIRECTORS.
DIRECTORS AND NOMINEES
The Board of Directors currently has ten members, three members in Class I,
three members in Class II, and four members in Class III. At the Annual Meeting
of Shareholders on November 2, 2000, three directors in Class I will be elected
to serve until the Annual Meeting of Shareholders in 2003, or until their
successors are elected and qualified.
All nominees for election have consented to being named in this Proxy
Statement and have advised the Board of Directors that they are able and willing
to serve as directors, if elected. It is not anticipated that any nominee for
election as a director will be unable to accept nomination but, if such an event
should occur, the person or persons acting under the proxies will vote for a
substitute nominee designated by the Board of Directors or the remaining
nominees if no substitute is nominated.
NOMINEES FOR ELECTION
FOR TERM EXPIRING AT 2003 ANNUAL MEETING
CLASS I
LEROY C. HANNEMAN, JR., 53, was appointed Chief Executive Officer of the
company effective as of December 1, 1999. Mr. Hanneman joined the Company in
1972 and has held various positions in the Company, including Executive Vice
President from 1996 to 1998. In May 1998, he was appointed as a director and
named President and Chief Operating Officer.
GLENN W. SCHAEFFER, 46, a director since 1997, has served as President and
Chief Financial Officer of Mandalay Resort Group since 1995. Mr. Schaeffer is a
director of Mandalay Resort Group and Weider Nutrition International, Inc.
C. ANTHONY WAINWRIGHT, 67, a director since 1988, has been Vice Chairman of
McKinney and Silver since 1997. From 1995 until 1997, Mr. Wainwright was
Chairman of the advertising agency of Harris, Drury, Cohen, Inc. Mr. Wainwright
is a director of American Woodmark Corporation, Caribiner International,
Advanced Polymer Systems, Inc., Marketing Services Group, Inc., and Danka
Business Systems PLC.
3
<PAGE> 8
CONTINUING DIRECTORS
FOR TERM EXPIRING AT 2001 ANNUAL MEETING
CLASS II
D. KENT ANDERSON, 59, a director since 1994, has served as Executive
Banking Officer of Compass Bank since 1996. He served as Chairman of the Board
and Chief Executive Officer of Post Oak Bank from 1991 until 1996. Mr. Anderson
is an advisory director of Compass Bank, and a director of Sam Houston Race
Park.
MICHAEL E. ROSSI, 56, a director since 1994, was Vice Chairman of
BankAmerica Corporation from 1991 until his retirement in 1997.
SAM YELLEN, 69, a director since 1991, was a partner with KPMG LLP from
1968 until his retirement in 1990. Mr. Yellen is a director of Downey Financial
Corporation and LTC Properties, Inc.
CONTINUING DIRECTORS
FOR TERM EXPIRING AT 2002 ANNUAL MEETING
CLASS III
PHILIP J. DION, 55, has been Chairman of the Board of the company since
1987. He also served as the Company's Chief Executive Officer from 1987 until
his retirement in 1999. Mr. Dion is a director of Boyd Gaming Corporation.
MICHAEL O. MAFFIE, 52, a director since 1997, has served as President and
Chief Executive Officer of Southwest Gas Corporation since 1993 and is also a
member of its Board of Directors. Mr. Maffie is a director of Boyd Gaming
Corporation.
J. RUSSELL NELSON, 70, a director since 1983, was Dean of Business and
Administration of the University of Colorado from 1989 until his retirement in
1992 and was President of Arizona State University from 1981 to 1989.
PETER A. NELSON, 68, a director since 1984, was Senior Vice President of
Marketing of McDonald's Corporation from 1984 until his retirement in 1990.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ending June 30, 2000, the Board of Directors held
four meetings. All members of the Board attended more than 75% of the meetings
of the Board and the committees on which they serve.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors appoints an Audit Committee, Executive Committee,
Finance Committee, Human Resources Committee, and Nominating Committee.
Audit Committee. None of the members of the Audit Committee is an employee
of the Company. The Audit Committee is appointed by the Board of Directors to
assist the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to: monitor the integrity of
the Company's financial reporting process and systems of internal controls
regarding finance, accounting, and legal compliance; monitor the independence
and performance of the Company's independent auditors and Internal Audit
department; and provide an avenue of communication among the independent
auditors, management, the Internal Audit
4
<PAGE> 9
department, and the Board of Directors. Each of the Audit Committee members
meets the requirements of independence and expertise established by the New York
Stock Exchange. The Audit Committee held three meetings during the year ended
June 30, 2000.
Executive Committee. The Executive Committee acts on Board matters that
arise between meetings of the full Board of Directors. The Executive Committee
did not meet during the year ended June 30, 2000.
Finance Committee. The Finance Committee is responsible for oversight of
all corporate financial matters including the following: the Company's capital
structure; the Company's financial performance; management's expenditure limits;
annual operating budgets; financial arrangements with respect to mergers and
acquisitions of business units; the Company's dividend policy; policies of
short-term investments; external relationships with bankers and other financial
third parties; financial covenants; and insurance and bonding programs. The
Finance Committee held three meetings during the year ended June 30, 2000.
Human Resources Committee. The Human Resources Committee functions as the
Company's compensation committee and is responsible for reviewing and
recommending for approval by the Board of Directors the compensation of
executives with a base pay in excess of $200,000, including such employees'
participation in stock option and restricted stock plans and incentive plans.
The Human Resources Committee also reviews the compensation, benefits (including
executive perquisites), management development, organizational development, and
affirmative action policies and programs of the Company. Certain employee
benefit plans may also be submitted by the Human Resources Committee to the
Board for its approval, review, and final determination. The Human Resources
Committee held four meetings during the year ended June 30, 2000.
Nominating Committee. The Nominating Committee reviews and recommends
changes in the size and composition of the Board of Directors and evaluates and
recommends candidates for election to the Board of Directors and appointment to
Board committees. The Nominating Committee will consider proposals for
nomination from shareholders that are made in writing to the Secretary, that are
timely and that contain sufficient background information concerning the nominee
to enable proper judgment to be made as to his or her qualifications. The
Nominating Committee held two meetings during the year ended June 30, 2000.
The composition of each committee currently is as follows:
<TABLE>
<S> <C> <C>
AUDIT COMMITTEE EXECUTIVE COMMITTEE NOMINATING COMMITTEE
------------------------- ------------------------- --------------------------
Sam Yellen* Philip J. Dion* J. Russell Nelson*
Michael E. Rossi Peter A. Nelson Philip J. Dion
Glenn W. Schaeffer J. Russell Nelson Michael E. Rossi
C. Anthony Wainwright
Sam Yellen
HUMAN RESOURCES COMMITTEE
------------------------- FINANCE COMMITTEE
-------------------------
Peter A. Nelson* J. Russell Nelson*
Michael O. Maffie D. Kent Anderson
C. Anthony Wainwright LeRoy C. Hanneman, Jr.
</TABLE>
----------------------
* Chair.
5
<PAGE> 10
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive an annual retainer of
$28,000, a meeting fee of $2,000 for each meeting of the Board and a meeting fee
of $1,000 for each Human Resources, Finance, Nominating and Executive committee
meeting, and $1,500 for each Audit Committee meeting. The Chair of the Audit
Committee receives an additional $7,500 annually, the Chair of the Finance or
Human Resources committee receives an additional $5,000 annually, and the Chair
of the Nominating Committee and the Executive Committee each receive an
additional $2,500 annually. Directors who are not officers and who devote time
to committee-related activities other than attendance at meetings may be paid a
per diem fee equal to the meeting fee for such additional service. Mr. Dion
receives an additional $100,000 per year to serve as Chairman of the Board. In
addition, Mr. Dion has a Consulting Agreement with the Company. Non-employee
directors of the Company are eligible to participate in director stock option
plans. These plans provide for the automatic annual grant of options to purchase
shares of Common Stock to each eligible non-employee director and provide the
opportunity for non-employee directors to defer all or a portion of their annual
retainer into stock options and/or restricted stock. The automatic annual grants
are made at the fair market value on the date of grant, November 20th of each
calendar year, and the annual amount granted to each non-employee director under
the plans is 2,000 shares of Common Stock. In addition, discretionary option
grants may be made to non-employee directors and an automatic grant of options
to purchase 6,000 shares of Common Stock is made when a non-employee director is
newly appointed. Each option granted expires on the tenth anniversary of the
date of grant. One-third of the options become exercisable on each of the first,
second and third anniversaries of the date of grant.
On or before December 31st of each year, each non-employee director has the
ability to elect to exchange any portion or all of his or her annual retainer
for the fiscal year beginning July 1st of the next calendar year for stock
options or restricted stock. The election is irrevocable for the period made.
Each director may also elect to defer up to 100% of his or her annual retainer
and meeting fees under the Del Webb Corporation Deferred Compensation Plan.
Under this plan, the irrevocable deferral election must be made on or before
December 15th each year in order to be in effect for the following calendar
year.
REPORT OF HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The executive compensation policies of the Company have been developed to
further the Company's strategic mission of being a leader in the industries in
which it participates and maximizing shareholder value. To meet these business
objectives, the Company maintains a policy that the compensation of all
executive officers should emphasize the relationship between pay and performance
by including a variable, at-risk component, the earning of which depends upon
the financial performance and the strategic positioning of the Company. To this
end, the Company provides potential compensation levels necessary to attract and
retain high-quality executives, to motivate key executives to achieve or exceed
corporate financial and operational goals, and to contribute to the short- and
long-term interests of shareholders.
The Human Resources Committee (the "Committee") of the Board of Directors
oversees the Company's executive compensation program for executives with a base
pay in excess of $200,000, evaluates the performance of corporate officers, and
considers management succession and related matters. The Committee reviews with
the Board the compensation for the Chief Executive Officer
6
<PAGE> 11
and all other executives. The Committee currently is comprised of three
independent, non-employee directors.
The Company's executive compensation program consists of two key elements:
(1) an annual component, which consists of base salary and an annual bonus; and
(2) a long-term component, which consists of grants of stock options and shares
of restricted stock and participation in the Company's retirement programs,
including the Company's Supplemental Executive Retirement Plans described in
"Supplemental Executive Retirement Plans" below. The policies with respect to
each of these elements, as well as the basis for determining the compensation of
the individuals who served as Chief Executive Officer during any part of fiscal
2000, are described below.
ANNUAL COMPONENT
BASE SALARY
The Committee reviews each executive's base salary. Base salaries for
executive officers are determined by evaluating each individual's performance,
experience, and level of responsibility in comparison to similar positions
within the Company and in the homebuilding industry. In establishing salaries
for fiscal 2000, the Committee considered each executive's contributions during
the past fiscal year and the competitive market for equally qualified
executives. In fiscal 2000, the Committee authorized increases in the base
salaries of the executive officers listed in the Summary Compensation Table on
page 10 other than Mr. Hanneman, whose overall compensation was set under an
Employment Agreement executed upon his promotion to Chief Executive Officer as
of December 1, 1999, and Mr. Dion who retired from active employment with the
company as of November 30, 1999. The base salaries of the other four executive
officers increased in the range of 4% to 16% from fiscal 1999 to fiscal 2000.
Mr. Hanneman's base salary for the year ended June 30, 2000, was
established under the terms of an Employment Agreement, which provides for a
base salary of $600,000 as of December 1, 1999. See "Compensation of Executive
Officers -- Employment Agreements."
Mr. Dion's salary through his retirement on November 30, 1999, was
established under the terms of an Employment and Consulting Agreement, which
provided for an annual base salary of $500,000. See "Compensation of Executive
Officers -- Employment Agreements."
The salaries for both Messrs. Hanneman and Dion are below the median and
average base compensation paid to the Chief Executive Officers of the nine
homebuilding companies included in the Composite Index described on page 15 (the
"Peer Group").
ANNUAL BONUS
The Company's annual bonus awards are a significant component of executive
compensation, reflecting the Company's belief that compensation should be linked
to performance. Under the Del Webb Corporation Executive Management Incentive
Plan, annual bonuses paid to executives employed at the corporate headquarters,
other than Messrs. Hanneman and Dion, are based on the financial performance
(consolidated net earnings and cash flow) of the entire Company. Executives
assigned to operations are evaluated upon both the financial performance
(project cash flow and net earnings) of the operating community or division to
which the executives are assigned and the financial performance of the entire
Company. The Committee predetermines target annual bonuses for each executive,
and for fiscal 2000 these target bonuses for the named executive officers, other
than Messrs. Hanneman and Dion, were set at 70% of the executives' annual base
salary. In years in
7
<PAGE> 12
which the Company's financial performance (including cash flow and net earnings)
exceeds target performance, an executive could earn an annual bonus of up to
200%, or more at the discretion of the Committee, of the target amount; however,
in the years in which the Company's financial performance does not meet target
performance, bonus payments can be reduced or eliminated. In fiscal 2000, annual
bonuses paid to Ms. Mariucci, Mr. Pankratz, Mr. Gleason and Mr. Spencer
represented 129% to 137% of their base salary for fiscal 2000.
Mr. Hanneman received an annual bonus under the Del Webb Corporation
Executive Management Incentive Plan of $1,500,000 which, together with his base
salary, represented an increase of 61% in Mr. Hanneman's aggregate cash
compensation for fiscal 2000 as compared to fiscal 1999. Mr. Dion received a
bonus under the Executive Management Incentive Plan of $1,000,000. The Executive
Management Incentive Plan, which was designed so that awards could be
tax-deductible for the Company under Section 162(m) of the Internal Revenue
Code, was adopted by the Board of Directors and approved by the Company's
shareholders in 1995.
The Committee established three criteria at the beginning of fiscal year
2000 to use in evaluating both Messrs. Hanneman's and Dion's performance under
the Executive Management Incentive Plan: (i) after-tax earnings of the Company;
(ii) net margin percentage achieved for the 2000 fiscal year financial results;
and (iii) the Company's ranking within the Peer Group for return on equity.
Based upon these criteria, the maximum performance award that could have been
made to each of Messrs. Hanneman and Dion was $1,970,000. In setting the actual
bonus awards at $1,500,000 and $1,000,000, respectively, the Committee
considered that fiscal year 2000 was the best year in the history of the Company
in terms of home closings, revenues, net earnings and earnings per share.
Excluding the SFAS 121 writedown in fiscal year 1996, fiscal year 2000 was the
sixth consecutive year of record earnings from continuing operations. The
Committee also considered certain qualitative factors, such as the smooth
transition in leadership from Mr. Dion to Mr. Hanneman as Chief Executive
Officer, the success of the company in meeting the liquidity challenges faced at
the beginning of the fiscal year, the company focus in building a strong
leadership team, and the fact that both Mr. Dion and Mr. Hanneman spent only a
portion of the year in the Chief Executive Officer role.
LONG-TERM COMPENSATION
STOCK OPTIONS AND RESTRICTED STOCK
Long-term compensation comprises a substantial portion of total executive
compensation in order to retain executives, motivate them to improve the
long-term value of the Company's stock, and to further the Company's objective
of linking compensation to performance. Long-term incentive compensation
includes both stock options and shares of restricted stock, which contain
vesting and restriction periods that are conditioned upon the executive's
continued employment and, with respect to certain restricted stock awards,
partially conditioned on the Company's achievement of performance goals.
Consequently, the Company is able to maintain a cohesive management team and to
focus management's attention on the long-term interests of the Company and the
shareholders. When awarding long-term compensation, the Committee examines the
executive's level of responsibility, prior compensation, previous long-term
incentive awards, individual performance criteria, and industry practices
relating to similar compensation. Stock options directly link executive rewards
to the stock market's assessment of the Company's success, while restricted
stock provides a strong retention device as well as an effective method for
increasing executive stock ownership, thus encouraging a personal proprietary
interest, close identification with the Company and an alignment of interests
with those of the shareholders.
8
<PAGE> 13
Grants of stock options and restricted stock are made under various stock
plans, each of which has been approved by the Company's Board of Directors and
shareholders. All stock options granted to the named executive officers during
fiscal 2000 were granted at the market price at the time of grant with vesting
over five years and will have value only if the price of the Company's Common
Stock increases. All shares of restricted stock granted to the named executive
officers, other than Mr. Dion, during fiscal 2000 contain certain performance
goals. If these performance goals are not met by the fifth anniversary of the
date of grant, fifty percent (50%) of the award is forfeited. The remaining
fifty percent (50%) of the award vests after five years regardless of
performance. The vesting of the award may be accelerated prior to the fifth
anniversary if a certain level of performance is achieved. This incentive
structure focuses management attention on maximizing shareholder wealth in the
long term, because the performance standards are based on the Company's stock
price performance as compared to the stock price performance of that of its Peer
Group.
Both restricted share awards and stock option grants to named executives
were determined as a percentage of their base salary, which varied with each
executive's responsibilities and relative position within the Company.
Restricted shares awarded in fiscal 2000 represented approximately 25% to 27% of
base salary for the named executives other than Mr. Hanneman. In recognition of
both his promotion to Chief Executive Officer and his continuing contribution to
the Company's business, the Committee awarded restricted stock to Mr. Hanneman
in fiscal 2000 representing approximately 67% of his base salary. No awards were
made to Mr. Dion in fiscal 2000; however, per the terms of his Employment and
Consulting Agreement, all of Mr. Dion's outstanding options and restricted stock
awards became immediately exercisable and free of all restrictions upon his
retirement on November 30, 1999. Section 162(m) of the Internal Revenue Code
generally disallows deductions to public companies for executive compensation in
excess of $1 million to named executive officers. This deduction limitation does
not apply to "performance-based" executive compensation. The Company's policy is
to comply with the requirements of Section 162(m) and maintain deductibility for
all executive compensation, except in circumstances where the Committee
concludes on an informed basis, in good faith, and with the honest belief that
it is in the best interest of the Company and the shareholders to take actions
with regard to the payment of executive compensation which do not qualify for
tax deductibility.
HUMAN RESOURCES COMMITTEE
Peter A. Nelson, Chair
Michael O. Maffie
C. Anthony Wainwright
9
<PAGE> 14
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth information concerning compensation of the
persons named for services in all capacities to the Company and its subsidiaries
for the periods indicated therein.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------- -----------------------
OTHER ANNUAL RESTRICTED ALL OTHER
COMPENSATION STOCK OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) AWARDS($)(2) (#) ($)(3)
--------------------------- ---- ---------- ---------- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LeRoy C. Hanneman, Jr.......... 2000 $510,000 $1,500,000 -- $340,320(4) 75,000 $ 83,161
President and 1999 $650,000 $ 750,000 -- $120,612(5) 11,100 $ 82,911
Chief Executive Officer 1998 $324,038 $ 454,300 -- $354,065 37,000 $ 84,711
Philip J. Dion................. 2000 $234,687 $1,000,000 $28,011 -- -- $274,346
Chairman of the Board(6) 1999 $500,000 $2,000,000 $23,862 $233,442 20,000 $147,798
1998 $500,000 $1,400,000 -- $288,750 30,000 $147,798
Anne L. Mariucci............... 2000 $267,308 $ 366,700 $ 7,956 $ 68,064(4) 7,500 $ 40,780
Senior Vice President -- 1999 $253,077 $ 325,600 $ 3,728 $ 68,736(5) 7,100 $ 39,915
Family and Country Club 1998 $203,846 $ 150,000 -- $ 82,500 8,500 $ 39,557
Communities
Frank D. Pankratz.............. 2000 $259,231 $ 355,700 $11,141 $ 68,064(4) 7,500 $ 71,191
Senior Vice President -- 1999 $248,077 $ 318,700 $ 5,179 $ 68,736(5) 7,100 $ 69,813
Sun Cities Las Vegas 1998 $245,000 $ 257,500 -- $ 82,500 8,500 $ 69,460
John H. Gleason................ 2000 $252,308 $ 326,700 $ 1,113 $ 68,064(4) 7,500 $114,176
Executive Vice President -- 1999 $216,923 $ 317,700 $ 596 $ 68,736(5) 7,100 $113,134
Community Planning & 1998 $196,154 $ 220,600 -- $ 82,500 8,500 $112,332
Development
John A. Spencer................ 2000 $249,231 $ 322,800 -- $ 68,064(4) 7,500 $ 77,246
Executive Vice President and 1999 $223,846 $ 326,000 -- $ 68,736(5) 7,100 $ 76,022
Chief Financial Officer 1998 $206,154 $ 229,000 -- $ 82,500 8,500 $ 75,386
</TABLE>
---------------
(1) Amounts represent payments of above-market interest on compensation
voluntarily deferred by the executives.
(2) At June 30, 2000, aggregate restricted shareholdings in shares (and dollars)
were 27,500 ($413,380) for Mr. Hanneman, 0, ($0) for Mr. Dion, 8,300
($124,766) for Ms. Mariucci, 8,300 ($124,766) for Mr. Pankratz, 8,300
($124,766) for Mr. Gleason and 8,000 ($120,256) for Mr. Spencer. Holders of
restricted stock are entitled to all dividends declared.
(3) Includes fiscal 2000 contributions by the Company to the retirement savings
plan of $6,800, $0, $5,090, $6,443, $6,744, and $6,587 for Mr. Hanneman, Mr.
Dion, Ms. Mariucci, Mr. Pankratz, Mr. Gleason, and Mr. Spencer,
respectively. Includes $55,000 of director fees and $153,846 of consulting
fees paid to Mr. Dion in fiscal 2000 after his retirement on November 30,
1999. All other amounts in fiscal 2000 represent annual life insurance
premiums paid by the Company under its Key Executive Life Plans ("KELPs"),
which are group life insurance plans covering the Company's key executives.
Upon death or retirement, the aggregate of the annual premiums is repaid to
the Company. Upon his retirement, Mr. Dion was no longer eligible for KELP
benefits. The total coverage amounts under the KELPs are $2,904,140 for each
of the other five executives named herein.
(4) The amounts represent restricted stock awards of 15,000, 3,000, 3,000, 3,000
and 3,000 shares for Mr. Hanneman, Ms. Mariucci, Mr. Pankratz, Mr. Gleason,
and Mr. Spencer, respectively, fifty percent (50%) of which are forfeited if
certain performance goals (based on comparative stock price performance) are
not achieved within five years. The remaining fifty percent (50%) of the
awards vest (subject to earlier vesting based on the achievement of
performance goals) after five years regardless of performance.
(5) The amounts represent restricted stock awards of 4,650, 2,650, 2,650, 2,650
and 2,650 shares for Mr. Hanneman, Ms. Mariucci, Mr. Pankratz, Mr. Gleason,
and Mr. Spencer, respectively, which vested in their entirety on November 4,
1999 as a result of certain performance goals (based on comparative stock
price performance) being achieved.
(6) Mr. Dion retired as Chief Executive Officer on November 30, 2000.
10
<PAGE> 15
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF PERCENT OF VALUE AT ASSUMED
SECURITIES TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM
GRANTED EMPLOYEES IN OR BASE EXPIRATION -----------------------
NAME (#)(1) FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
---- ---------- ------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
LeRoy C. Hanneman, Jr....... 75,000 18.77% $22.688 11/04/09 $1,070,127 $2,711,912
Philip J. Dion.............. -- -- -- -- -- --
Anne L. Mariucci............ 7,500 1.88% $22.688 11/04/09 $ 107,013 $ 271,191
Frank D. Pankratz........... 7,500 1.88% $22.688 11/04/09 $ 107,013 $ 271,191
John H. Gleason............. 7,500 1.88% $22.688 11/04/09 $ 107,013 $ 271,191
John A. Spencer............. 7,500 1.88% $22.688 11/04/09 $ 107,013 $ 271,191
</TABLE>
---------------
(1) All options granted during fiscal 2000 vest equally over a five-year period
commencing on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-
SHARES UNEXERCISED MONEY
ACQUIRED OPTIONS AT OPTIONS AT
ON VALUE JUNE 30, 2000 JUNE 30, 2000
EXERCISE REALIZED (#) ($)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- -------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
LeRoy C. Hanneman, Jr. ......... -- -- 84,320/113,880 $120,709/$0
Philip J. Dion.................. 120,100 $637,700 268,900/0 $248,330/$0
Anne L. Mariucci................ -- -- 65,420/24,280 $117,980/$0
Frank D. Pankratz............... -- -- 57,820/24,280 $ 23,291/$0
John H. Gleason................. 10,000 $115,320 67,420/24,280 $106,645/$0
John A. Spencer................. -- -- 67,420/23,780 $120,709/$0
</TABLE>
11
<PAGE> 16
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
The Company has two Supplemental Executive Retirement Plans ("SERPs"):
"SERP I," established January 1, 1986, and "SERP II," established January 1,
1989. Under the SERPs, executives of the Company and its subsidiaries, as
designated by the Company's Chief Executive Officer, or the Board in the case of
the Chief Executive Officer, are eligible to receive benefits upon their
retirement, death, disability, or termination of employment. Messrs. Dion and
Spencer are participants of SERP I and Mr. Hanneman, Ms. Mariucci, Mr. Pankratz,
and Mr. Gleason, are participants of SERP II. The benefits of Mr. Hanneman under
SERP II are payable without early retirement reduction at age 60. Ms.
Mariucci's, Mr. Pankratz's and Mr. Gleason's benefits under SERP II are payable
without early retirement reduction at age 62. Mr. Spencer's benefits under SERP
I are payable without early retirement reduction at age 58. The following table
sets forth estimated annual retirement benefits for participants of SERP I and
SERP II, respectively, at a specified "average participating compensation" level
(based on the participant's highest average annual total of salary and bonuses
during any five calendar years out of the seven consecutive calendar years of
employment with the Company that will produce the highest amount, less certain
offsets and subject to certain limitations) and years of service
classifications:
<TABLE>
<CAPTION>
SERP I SERP II
PARTICIPATING YEARS OF SERVICE YEARS OF SERVICE
COMPENSATION -------------------- --------------------
LEVEL 10 20 OR MORE 10 20 OR MORE
------------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C>
250,000 87,500 175,000 75,000 150,000
350,000 122,500 245,000 105,000 210,000
450,000 157,500 315,000 135,000 270,000
550,000 192,500 385,000 165,000 330,000
650,000 227,500 455,000 195,000 390,000
850,000 297,500 595,000 255,000 510,000
1,050,000 367,500 735,000 315,000 630,000
</TABLE>
Offsets not reflected in the above table include reductions for the
equivalent of benefits received from employer contributions to the Retirement
Savings Plan and certain predecessor or successor plans and 50% of the
participant's maximum Social Security benefit at age 65. A participant becomes
vested in retirement benefits pursuant to the SERPs at the rate of 10% per year
in which the participant has been continuously employed with the Company since
January 1, 1981, or their date of hire, whichever is later. The estimated
credited years of service and "average participating compensation level" at
August 31, 2000, for each of the individuals named in the Summary Compensation
Table is as follows: under SERP I, Mr. Spencer, 19.5 years and $371,000; and
under SERP II, Mr. Hanneman, 19.5 years and $770,000, Ms. Mariucci, 16.5 years
and $377,000, Mr. Pankratz, 13.5 years and $422,000, and Mr. Gleason, 12.5 years
and $351,000.
Both SERPs contain a change of control provision that provides that if a
participant is terminated within three years after a Change in Control (as
defined), the participant would be fully vested, be credited with 20 years of
service (or the number of years of service the participant would have as of his
or her normal retirement date if less) and be deemed to be the greater of age 55
or the participant's actual age. Using these parameters, the benefit would be
calculated, discounted back to the participant's actual age, and paid in an
actuarial equivalent lump sum.
Benefits payable under the SERPs, other than those due to a Change of
Control, are paid as follows: if the actuarial lifetime equivalent lump sum
value is $200,000 or less, the benefit is paid in a lump sum. If the actuarial
lifetime equivalent lump sum value is greater than $200,000, the participant can
elect to be paid (i) a $100,000 lump sum payment with the remainder paid in a
ten-
12
<PAGE> 17
year and certain life annuity, (ii) the entire amount in a ten-year and certain
life annuity, or (iii) if requested at least two years prior to retirement or
termination, a different form of payment such as a joint and survivor annuity.
The actuarial equivalent of Mr. Dion's lifetime benefit is being paid in
three equal annual payments of $3,880,119 plus interest, the first of which was
paid on January 1, 2000. The remaining amounts owed to Mr. Dion would accelerate
upon a change of control.
Both SERPs allow a participant or beneficiary to elect to receive a lump
sum distribution of all or a portion of the participant's unpaid benefits,
subject to a 10% penalty, following a Change of Control (as defined),
participant's death, or termination of employment ("Accelerated Distribution").
The interest rate and mortality table used for purposes of determining the
actuarial equivalent for the SERPs generally will be based on the tables and
rates used by the Pension Benefit Guaranty Corporation (the "PBGC").
EMPLOYMENT AGREEMENTS
LEROY C. HANNEMAN, JR. The Company employs Mr. Hanneman under an
employment agreement that provides for a minimum annual base salary of $600,000
and participation in any Company incentive compensation plan, pension or profit
sharing plans, stock purchase plan or executive retirement plan maintained for
senior executive officers. Mr. Hanneman's base salary for fiscal 2000 was set at
$600,000. His agreement provides for automatic successive one-year renewal terms
until one party provides the other party with written notice of non-renewal.
Under his agreement, Mr. Hanneman is entitled to receive certain severance
benefits if the Company terminates his employment without Cause (as defined), if
Mr. Hanneman terminates his employment for Good Reason (as defined), or if his
employment is terminated due to Permanent Disability (as defined). Generally,
the severance benefits consist of continued salary and benefits for 12 months,
an incentive compensation payment, and the vesting of any stock options, stock
appreciation rights, and restricted stock that would otherwise vest within 12
months.
The agreement contains change of control provisions that provide him with
supplemental severance benefits if, within 24 months following a Change of
Control (as defined) of the Company, Mr. Hanneman terminates his employment for
Good Reason (as defined) or the Company terminates his employment without Cause
(as defined). These special severance benefits include a lump sum severance
payment equal to (i) three times his annual base salary, as it may be increased
from time to time, plus (ii) three times the greatest of (a) the average annual
incentive compensation paid to Mr. Hanneman pursuant to the Company's incentive
plan with respect to the five fiscal years preceding the fiscal year in which
the Change of Control occurs, or (b) an amount equal to 100% of the incentive
compensation paid to Mr. Hanneman during the twelve months prior to the
effective date of his termination of employment with the Company; minus (iii)
the general base salary and incentive compensation severance benefits, if any,
payable pursuant to the agreement due to Mr. Hanneman's termination of
employment. Under Mr. Hanneman's agreement, certain insurance benefits (life,
disability, accident and group health) will be continued for 30 months if his
employment is terminated as described above following a Change of Control and a
lump sum payment equal to 20% of his base salary, as it may be increased from
time to time, will be paid in lieu of all other fringe benefits. Mr. Hanneman
also is entitled to be reimbursed for any excise taxes imposed upon him due to
these change of control benefits or any other payments or amounts that are
deemed to be contingent on a change of control, as well as any excise, income,
or
13
<PAGE> 18
employment taxes imposed on these reimbursements. Furthermore, all options and
restricted stock previously granted will become immediately exercisable and free
of all restrictions.
PHILIP J. DION. Mr. Dion retired from active employment in November 1999,
and continues as the Chairman of the Board and as a consultant of the company.
An Employment and Consulting Agreement with him provides that he will consult
with the Company and receive $250,000 per year during the two-year consulting
period.
Under the Employment and Consulting Agreement, Mr. Dion is entitled to
continued health insurance coverage following the termination of his employment.
ANNE L. MARIUCCI, FRANK D. PANKRATZ, JOHN H. GLEASON, JOHN A. SPENCER. The
Company employs Ms. Mariucci, Mr. Pankratz, Mr. Gleason and Mr. Spencer under
employment agreements that provide for a minimum base salary and participation
in any Company incentive compensation plan or executive retirement plan
maintained for senior executive officers. Ms. Mariucci's, Mr. Pankratz's, Mr.
Gleason's and Mr. Spencer's base salaries for fiscal 2000 were set at $275,000,
$265,000, $260,000, and $255,000, respectively. Their agreements provide for
automatic successive one-year renewal terms until one party provides the other
party with written notice of non-renewal.
Under the agreements, Ms. Mariucci, Mr. Pankratz, Mr. Gleason and Mr.
Spencer are entitled to receive certain severance benefits if the Company
terminates their employment without Cause (as defined), or if they terminate
their employment for Good Reason (as defined), or if their employment is
terminated due to Permanent Disability (as defined). Generally the severance
benefits consist of continued salary and benefits for 12 months, an incentive
compensation payment, and the vesting of stock options and restricted stock that
would otherwise vest within 12 months.
These agreements contain change of control provisions that are
substantially similar to the provisions contained in Mr. Hanneman's employment
agreement described above.
14
<PAGE> 19
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return on the Company's Common Stock to total returns on the Standard & Poor's
500 Stock Index and a composite index of peer group corporations in the
homebuilding industry (the "Composite Index").
The Composite Index of peer group corporations includes Centex Corporation;
D.R. Horton; Hovnanian Enterprises, Inc.; Kaufman & Broad Home Corporation;
Lennar Corporation; Pulte Corporation; The Ryland Group, Inc.; Standard Pacific
Corp.; and Toll Brothers, Inc. (collectively, the "Peer Group"). The Composite
Index is consistent with the peer group used in the Company's 1999 Proxy
Statement.
The graph assumes that the value of the investment in the Company's Common
Stock, the S&P 500 Index, and the Peer Group companies each was $100 on June 30,
1995, and that all dividends paid were reinvested. The Peer Group is weighted by
market capitalization.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG DEL WEBB CORPORATION, THE S&P 500 INDEX
AND A PEER GROUP
[DEL WEBB COMPARISON CHART]
<TABLE>
<CAPTION>
DEL WEBB
CORPORATION PEER GROUP S & P 500
----------- ---------- ---------
<S> <C> <C> <C>
6/95 100 100 100
6/96 86.91 107.84 126
6/97 71.48 132.5 169.73
6/98 115.14 221 220.92
6/99 106.19 186.67 271.19
6/00 68.11 147.9 290.85
</TABLE>
---------------
* $100 INVESTED ON 6/30/95 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JUNE 30.
15
<PAGE> 20
PRINCIPAL SHAREHOLDERS
To the best of the Company's knowledge, the following are beneficial owners
of more than 5% of the Company's Common Stock. In preparing the table below, the
Company has relied, without further investigation, on information filed by the
following reporting persons with the Securities and Exchange Commission under
the Securities Act of 1934. The Company makes no representations as to the
current accuracy or completeness of the information reported.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS(1)
------------------- -------------------- -----------
<S> <C> <C>
Dimensional Fund Advisors Inc.(2)............. 1,151,288 6.26%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Citigroup Inc.(3)............................. 1,926,602 10.48%
153 East 53rd Street
New York, NY 10043
Pacific Partners LLC(4)....................... 1,002,186 5.49%
1702 East Highland, Suite 310
Phoenix, Arizona 85016
Avatar Holdings, Inc.(5)...................... 932,200 5.07%
201 Alhambra Circle
Coral Gables, FL 33134
</TABLE>
---------------
(1) Based upon the number of shares of Common Stock outstanding and entitled to
be voted at the Annual Meeting as of the Record Date.
(2) Amendment No. 1 to Schedule 13G, filed with the Securities and Exchange
Commission on February 11, 2000, by Dimensional Fund Advisors Inc., reports
Dimensional Fund Advisors Inc. has sole dispositive and voting power with
respect to all such shares.
(3) Amendment No. 7 to Schedule 13G, filed with the Securities and Exchange
Commission on January 15, 1999, by Citigroup Inc. and certain affiliated
entities, including Salomon Smith Barney Holdings, Inc. and Mutual
Management Corp., reports shared dispositive and voting power with respect
to all such shares.
(4) Amendment No. 1 to Schedule 13D, filed with the Securities and Exchange
Commission on August 31, 2000, by Pacific Partners LLC, reports Pacific
Partners LLC has shared dispositive and voting power with respect to all
such shares.
(5) Amendment No. 1 to Schedule 13D, filed with the Securities and Exchange
Commission on September 8, 2000, by Avatar Holdings, Inc., reports Avatar
Holdings, Inc. has sole dispositive and voting power with respect to all
shares.
16
<PAGE> 21
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of August 31, 2000, certain information
regarding beneficial ownership of the Company's Common Stock by each director,
the Company's named executive officers, and the directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------- ----------------------- --------
<S> <C> <C>
D. Kent Anderson............................... 14,397 *
Philip J. Dion................................. 371,611 1.99%
John H. Gleason................................ 108,723 *
LeRoy C. Hanneman, Jr. ........................ 142,484 *
Michael O. Maffie.............................. 5,669 *
Anne L. Mariucci............................... 97,936 *
J. Russell Nelson.............................. 10,484 *
Peter A. Nelson................................ 17,002 *
Frank D. Pankratz.............................. 102,900 *
Michael E. Rossi............................... 7,002 *
Glenn W. Schaeffer............................. 5,668 *
John A. Spencer................................ 104,624 *
C. Anthony Wainwright.......................... 10,817 *
Sam Yellen..................................... 20,245 *
Directors and executive officers as a group (19
persons)..................................... 1,268,750 6.61%
</TABLE>
---------------
* Less than 1% of the issued and outstanding shares of Common Stock of the
Company
(1) Lists voting securities, including restricted stock held by directors and
officers over which the officers have voting power but no investment power.
Otherwise, each director or officer has sole voting power and investment
power over the shares reported, except as noted. This column also includes
the following shares that may be acquired pursuant to options exercisable
within 60 days: 14,397 shares for Mr. Anderson; 268,900 shares for Mr. Dion;
61,920 shares for Mr. Gleason; 76,820 shares for Mr. Hanneman; 4,669 shares
for Mr. Maffie; 57,920 shares for Ms. Mariucci; 10,384 shares for Dr. J. R.
Nelson; 10,002 shares for Mr. P. Nelson; 57,820 shares for Mr. Pankratz;
7,002 shares for Mr. Rossi; 5,668 shares for Mr. Schaeffer; 59,920 shares
for Mr. Spencer; 10,001 shares for Mr. Wainwright; 18,245 shares for Mr.
Yellen; and 821,798 shares for directors and executive officers as a group.
PROPOSAL 2
APPROVAL OF
DEL WEBB CORPORATION 2000 EXECUTIVE LONG-TERM INCENTIVE PLAN
GENERAL
The Board of Directors has adopted a new stock plan entitled the "Del Webb
Corporation 2000 Executive Long-Term Incentive Plan" (the "2000 Executive
Long-Term Incentive Plan") for key employees of the Company. The 2000 Executive
Long-Term Incentive Plan will become effective as of November 2, 2000, subject
to approval by the affirmative vote of the holders of the majority of Company
Common Stock present, or represented, and entitled to vote thereon, at the
Annual Meeting of Shareholders.
The Board of Directors believes that the 2000 Executive Long-Term Incentive
Plan will promote the success, and enhance the value, of the Company by linking
the personal interest of participants to those of Company shareholders and by
providing participants with an incentive for outstanding performance.
17
<PAGE> 22
The 2000 Executive Long-Term Incentive Plan provides for the granting of
stock options, both incentive stock options and nonqualified stock options,
restricted stock, performance units, and performance-based awards to eligible
key employees. The summary of the principal provisions of the 2000 Executive
Long-Term Incentive Plan is set forth below. The summary is qualified by
reference to the full text of the 2000 Executive Long-Term Incentive Plan, which
is attached as Appendix A to this Proxy Statement.
ADMINISTRATION
The 2000 Executive Long-Term Incentive Plan will be administered by the
Human Resources Committee of the Board, or by any other committee appointed by
the Board and, unless specifically provided by the Board, such committee shall
consist of at least two directors each of whom qualifies as a non-employee
director and an "outside director" under Section 162(m) of the Internal Revenue
Code, as amended and the regulations thereunder (for purposes of the 2000
Executive Long-Term Incentive Plan only, the "Committee").
The Committee may delegate to any officer of the Company, or any Committee
of officers, the authority to take all actions with regard to grants to
employees other than officers. The delegation must specify the aggregate number
of shares that may be awarded pursuant to the delegation and also may involve
any other limitations that the Committee deems appropriate.
ELIGIBILITY
Persons eligible to participate in the 2000 Executive Long-Term Incentive
Plan include all officers and key employee of the Company and its subsidiaries,
as determined by the Committee, including employees of the Company and its
subsidiaries, as determined by the Committee, including employees who are
members of the Board, but excluding directors who are not employees. As of June
30, 2000, there were approximately 120 officers and key employees of the Company
and its subsidiaries.
LIMITATION ON AWARDS AND SHARES AVAILABLE
An aggregate of 500,000 shares of Company Common Stock is available for
grant under the 2000 Executive Long-Term Incentive Plan. Of such 500,000 shares,
no more than 50,000 shares of restricted stock with only time based
restrictions, and an additional 100,000 shares of restricted stock with
performance based restrictions may be granted under the 2000 Executive Long-Term
Incentive Plan. The maximum number of shares of Company Common Stock that may be
subject to one or more awards to a participant under the 2000 Executive
Long-Term Incentive Plan is 150,000. The maximum number of shares of Company
Common Stock payable in the form of performance-based awards to any one
participant for a performance period is 40,000 shares. As of September 5, 2000,
the closing price of the Company's Common Stock on The New York Stock Exchange
was $22.625 per share.
AWARDS
The 2000 Executive Long-Term Incentive Plan provides for the grant of
incentive stock options, nonqualified stock options, restricted stock,
performance units, or performance-based awards. No determination has been made
as to the types or amounts of awards that will be granted to specific
individuals under the 2000 Executive Long-Term Incentive Plan. See the Summary
Compensation Table and Option Grants in Last Fiscal Year on pages 10 and 11,
respectively, for information on prior awards to named executive officers.
18
<PAGE> 23
Stock options may be granted under the 2000 Executive Long-Term Incentive
Plan, including incentive stock options, as defined under Section 422 of the
Code, and nonqualified stock options. The option exercise price of all stock
options granted under the 2000 Executive Long-Term Incentive Plan shall not be
less than 100% of the fair market value of the Company's Common Stock on the
date of grant. Stock options may be exercised as determined by the Committee,
but in no event after the tenth anniversary date of grant.
Upon exercise of a stock option, the purchase price must be paid in full in
either cash or its equivalent or by tendering previously acquired shares of
Company Common Stock with a fair market value at the time of exercise equal to
the exercise price (provided such shares have been held for at least six months
prior to tender). The Committee may also allow cashless exercise or by any other
means that the Committee determines to be consistent with the purpose of the
2000 Executive Long-Term Incentive Plan and as permitted under applicable law.
As discussed above, restricted stock may be granted under the 2000
Executive Long-Term Incentive Plan. A restricted stock award is the grant of
shares of Common Stock at a price determined by the committee (including zero),
that is nontransferable and subject to substantial risk of forfeiture until
specific conditions are met. Conditions may be based on continuing employment or
achievement of performance goals. During the period of restriction, participants
holding shares of restricted stock shall have full voting and dividend rights
with respect to such shares. The restrictions will lapse in accordance with a
schedule or other conditions determined by the Committee.
A performance unit is a contingent right to receive a pre-determined amount
if certain performance goals are met. The value of performance units will depend
on the degree to which the specified performance goals are achieved. Payment of
earned performance units will be made in a single lump sum within 45 days after
the end of the measurement period for the performance unit. The Committee may,
in its discretion, pay earned performance units in cash, or stock, or a
combination of both.
The amount of payments made to a participant will be the value of the
performance unit for the level of performance achieved multiplied by the number
of performance units earned by the participant. Prior to the beginning of each
measurement period for the performance unit, participants may elect to defer the
receipt of the performance unit payout on terms acceptable to the Committee.
Grants of performance-based awards under the 2000 Executive Long-Term
Incentive Plan enable the Committee to treat restricted stock and performance
unit awards granted under the Plan as "performance-based compensation" under
Section 162(m) of the Code and preserve the deductibility of these awards for
federal income tax purposes. Because Section 162(m) of the Code only applies to
those employees who are "covered employees," as defined in Section 162(m) of the
Code, only covered employees are eligible to receive performance-based awards.
Participants are only entitled to receive payment for a performance-based
award for any given performance period to the extent that pre-established
performance goals set by the Committee for the period are satisfied. These
pre-established performance goals must be based on one or more of the following
performance criteria: pre- or after-tax net earnings, revenue growth, operating
income, operating cash flow, return on net assets, return on shareholders'
equity, return on assets, return on capital, share price growth, shareholder
returns, gross or net profit margin, earnings per share, price per share, and
market share. These performance criteria may be measured in absolute terms or as
compared to any incremental increase or as compared to results of a peer group.
With regard to a particular performance period, the Committee shall have the
discretion to select the length of the
19
<PAGE> 24
performance period, the type of performance-based awards to be granted, and the
goals that will be used to measure the performance for the period. In
determining the actual size of an individual performance-based award for a
performance period, the Committee may reduce or eliminate (but not increase) the
award. Generally, a participant will have to be employed on the last day of the
performance period in order to be eligible for a performance-based award for
that period.
AMENDMENT AND TERMINATION
The Committee, subject to approval of the Board, may terminate, amend, or
modify the 2000 Executive Long-Term Incentive Plan at any time; provided,
however, that shareholder approval will be obtained for any amendment to the
extent necessary and desirable to comply with any applicable law, regulation or
stock exchange rule.
In no event may an award be granted under the 2000 Executive Long-Term
Incentive Plan on or after November 2, 2010.
FEDERAL INCOME TAX CONSEQUENCES
A participant receiving incentive stock options, nonqualified stock
options, restricted stock, or performance-based awards will not recognize
taxable income at the time of grant. At the time the nonqualified stock option
is exercised, the restrictions lapse on restricted stock, or performance units
or performance-based awards are paid, as the case may be, the participant will
recognize ordinary taxable income in an amount equal to the difference between
the amount paid for such award and fair market value of the Company's Common
Stock or amount received on the date of exercise or lapse of restriction. The
Company will be entitled to a concurrent deduction equal to the ordinary income
recognized by the participant.
A participant granted an incentive stock option will not recognize taxable
income at the time of exercise. However, the excess of the fair market value of
the Common Stock received over the option price is an item of tax preference
income potentially subject to the alternative minimum tax. If stock acquired
upon exercise of an incentive stock option is held for a minimum of two years
from the date of grant and one year from the date of exercise, the gain or loss
(in an amount equal to the difference between the sales price and the exercise
price) upon disposition of the stock will be treated as a long-term capital gain
or loss, and the Company will not be entitled to any deduction. If the holding
period requirement is not met, the incentive stock option will be treated as one
which does not meet the requirements of the Internal Revenue Code for incentive
stock options and the tax consequences described for nonqualified stock options
will generally apply.
CHANGE IN CONTROL
In the event of a Change in Control (as defined) of the Company: (i) all
options granted under the 2000 Executive Long-Term Incentive Plan shall become
immediately exercisable; (ii) any restriction periods and restrictions imposed
on restricted stock shall lapse; (iii) the value of all performance units and
the time and manner of payment for all performance units will be governed by the
terms of the performance unit award agreement; and (iv) the Committee may make
any modifications to awards that may be deemed to be appropriate before the
effective date of the Change in Control subject to any applicable shareholder or
participant approval requirements. Under the Plan, a Change in Control occurs
upon any of the following events: (i) any person becoming the beneficial owner
of 20% or more of the Company's Common Stock; (ii) during any two consecutive
year period, the persons who are on the Company's Board of Directors at the
beginning of such period and any new person elected by two-thirds of such
directors cease to
20
<PAGE> 25
constitute a majority of the persons serving on the Board of Directors; or (iii)
the Company's shareholders approve (a) a merger or consolidation of the Company
with another corporation (other than a merger in which 80% of the current
shareholders remain as shareholders of the new corporation), (b) a plan of
complete liquidation, or (c) a sale of substantially all of the Company's
assets.
NEW PLAN BENEFITS
No awards will be granted under the 2000 Executive Long-Term Incentive Plan
until it is approved by the Company's shareholders. Therefore, it is not
possible to determine the benefits that will be received in the future by
participants in the 2000 Executive Long-Term Incentive Plan or the benefits that
would have been received by such participants if the 2000 Executive Long-Term
Incentive Plan had been in effect in the year ended June 30, 2000.
VOTE REQUIRED
Adoption of the 2000 Executive Long-Term Incentive Plan requires approval
by holders of a majority of the outstanding shares of Company Common Stock who
are present, or represented, and entitled to vote thereon, at the Annual Meeting
of Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" APPROVAL OF PROPOSAL 2.
PROPOSAL 3
APPROVAL OF
DEL WEBB CORPORATION 2000 EXECUTIVE MANAGEMENT INCENTIVE PLAN
The Board of Directors has adopted the Del Webb Corporation 2000 Executive
Management Incentive Plan (the "Executive Management Incentive Plan"). The
Executive Management Incentive Plan will become effective as of July 1, 2000,
subject to further approval by the affirmative vote of the holders of the
majority of Company Common Stock present, or represented, and entitled to vote,
at the Annual meeting of Shareholders. No award may be made under the Executive
Management Incentive Plan after its expiration date, but awards made prior
thereto may extend beyond that date.
The Executive Management Incentive Plan will provide for annual incentive
awards to certain of the Company's key executives and is being submitted to
shareholders in an effort to assure that awards under the Executive Management
Incentive Plan will be tax deductible for the Company. Section 162(m) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code") places
a $1 million annual limit on the amount of compensation paid to the named
executive officers that may be deducted by the Company for federal income tax
purposes, unless such compensation is based on the achievement of
pre-established performance goal(s) set by the Human Resources Committee
pursuant to an incentive plan that has been approved by the Company's
shareholders.
Shareholder approval of the Executive Management Incentive Plan is
necessary for maintaining the tax-deductible status of incentive payments made
to the participants, as well as to allow the Company to continue its
long-standing policy of recognizing and rewarding on an annual basis those key
executives for their contributions to the overall success of the Company.
21
<PAGE> 26
The summary is qualified by reference to the full text of the 2000
Executive Long-Term Incentive Plan, which is attached as Appendix B to this
Proxy Statement
The primary features of the Executive Management Incentive Plan are
summarized below.
ELIGIBILITY
Awards may be made under the Executive Management Incentive Plan to any
employee of the Company who is a "covered employee" within the meaning of
Section 162(m) of the Code.
ADMINISTRATION
The Executive Management Incentive Plan will be administered by the Human
Resources Committee or any other committee appointed by the Board of Directors
(the "Committee"), which consists of not less than two non-employee directors
who are ineligible to participate in the Executive Management Incentive Plan and
are "outside directors" within the meaning of Section 162(m). The Committee has
full authority to interpret the Executive Management Incentive Plan and to
establish rules for its administration. The Committee has the authority to
determine eligibility for participation in the Executive Management Incentive
Plan, to decide all questions concerning eligibility for and the amount of
awards, and to establish and administer the performance goals (defined below)
and certify whether, and to what extent, they are attained.
DETERMINATION OF AWARDS
In determining awards to be made under the Executive Management Incentive
Plan, the Committee may approve a formula that is based on one or more objective
criteria to measure corporate performance as set forth in the Executive
Management Incentive Plan ("Performance Criteria"). The Committee may establish
Performance Criteria and as selected by the Committee, the Committee may set
annual performance objectives ("Performance Goals") with respect to such
Performance Criteria for the Company. Performance Criteria must include one or
more of the following: the Company's pre- or after-tax net earnings, revenue
growth, operating income, operating cash flow, return on net assets, return on
shareholders' equity, return on assets, return on capital, share price growth,
shareholder returns, gross or net profit margin, earnings per share, price per
share and market share, any of which may be measured either in absolute terms,
or as compared to any incremental increase, or as compared to results of a peer
group. The Committee will also determine the amount and form of compensation
payable to the participant upon attainment of a Performance Goal before the
beginning of each Performance Period or within the time permitted under Section
162(m) of the Code.
Payment of awards will be made in cash. The Committee will make all
determinations regarding the achievement of Performance Goals and the
determination of actual awards. The Committee may in its discretion decrease,
but not increase, the amount of any award that otherwise would be payable under
the Executive Management Incentive Plan.
AMOUNT AVAILABLE AND MAXIMUM INDIVIDUAL AWARDS
The Committee shall determine the amount available for awards in any year.
The maximum award payable to any covered employee under the plan for a
performance period is $3,000,000.
22
<PAGE> 27
AMENDMENT AND TERMINATION
The Committee may suspend or terminate the Plan at any time with or without
prior notice. In addition, the Committee may from time to time and with or
without prior notice, amend or modify the Plan in any manner, but may not
without shareholder approval adopt any amendment that would require the vote of
shareholders of the Company pursuant to Section 162(m) of the Code.
FEDERAL INCOME TAX CONSEQUENCES
The amount of cash received by a participant is required to be recognized
by such participant as ordinary income subject to withholding and will generally
be allowed as a deduction to the Company.
Section 162(m) limits the deduction of compensation in excess of $1 million
per year paid to certain of the Company's employees unless, among other
exceptions, the compensation is performance-based compensation within the
meaning of that provision. The Company believes that Section 162(m), will not
limit the deduction of compensation payable pursuant to the Executive Management
Incentive Plan.
The Executive Management Incentive Plan is not subject to any provision of
the Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Code.
The preceding discussion of federal income tax consequences does not
purport to be a complete analysis of all of the potential tax effects of the
Executive Management Incentive Plan. It is based upon laws, regulations, rulings
and decisions now in effect, all of which are subject to change. No information
is provided with respect to foreign, state or local tax laws, or estate and gift
tax considerations.
VOTE REQUIRED
Adoption of the Executive Management Incentive Plan requires approval by
holders of a majority of the outstanding shares of Company Common Stock who are
present, or represented, and entitled to vote thereon, at the Annual Meeting of
Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" APPROVAL OF PROPOSAL 3.
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF PRINCIPAL INDEPENDENT
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2001
The Board of Directors, on the recommendation of the Audit Committee, has
appointed KPMG LLP as the firm of independent certified public accountants to
audit the books and accounts of the Company and its consolidated subsidiaries
for the year ending June 30, 2001, subject to ratification by the shareholders.
A representative of KPMG LLP is expected to be present at the Annual
Meeting, will have an opportunity to make a statement if such representative
desires to do so, and will be available to respond to appropriate questions by
shareholders.
Shareholder ratification of the selection of KPMG LLP as the Company's
independent auditors is not required by the Company's Bylaws or otherwise.
However, the Board is submitting the selection of KPMG LLP to the shareholders
for ratification as a matter of good corporate practice.
23
<PAGE> 28
If the shareholders fail to ratify the election, the Audit Committee and the
Board of Directors will reconsider whether or not to retain that firm. Even if
the selection is ratified, the Audit Committee and the Board of Directors in
their discretion may direct the appointment of different independent auditors at
any time during the year if they determine that such an appointment would be in
the best interest of the Company and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" APPROVAL OF PROPOSAL 4.
MISCELLANEOUS INFORMATION
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission,
each member of the Board and certain executive officers of the Company may be
deemed to be a "participant" in the Company's solicitation of proxies. The
principal occupation and business address of each person who may be deemed a
participant are set forth in Appendix C hereto. Information about the present
ownership by the directors and named executive officers of the Company of the
Company's securities is provided in this proxy statement, and the present
ownership of the Company's securities by other participants is listed in
Appendix C.
SOLICITATION OF PROXIES
The proxies are being solicited by order of the Board of Directors of the
Company, and the cost of such solicitation will be borne by the Company.
Directors, officers or employees of the Company listed on Appendix C hereto may
solicit proxies by telephone, by internet, or in person without additional
compensation. Arrangements may be made with brokerage firms and nominees to mail
proxy material to beneficial owners, and the Company may reimburse brokers for
their expenses and postage on the scale established by the New York Stock
Exchange. In addition, the Company has arranged for Corporate Investor
Communications, Inc. ("CIC") to assist in the solicitation of proxies, at an
anticipated cost of approximately $55,000 plus reasonable out-of-pocket
expenses. CIC will employ approximately 35 people to solicit proxies from the
Company's shareholders.
Expenses related to the solicitation of proxies from shareholders,
exclusive of expenses related to litigation, in excess of those normally spent
for an annual meeting, are expected aggregate approximately $1,000,000 of which
approximately $200,000 has been spent to date.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended June 30, 2000, which
includes financial statements, is being mailed concurrently to all shareholders
of record as of September 5, 2000. It is not to be regarded as proxy soliciting
material.
OTHER BUSINESS
The Board of Directors has not been informed of any other agenda items that
are to be presented at the Annual Meeting. If any other agenda items properly
come before the Annual Meeting, however, the persons named in the enclosed WHITE
proxy card will exercise their discretion to vote on such proposals in
accordance with their best judgment as to the best interests of the Company and
its shareholders.
24
<PAGE> 29
SHAREHOLDER NOMINATIONS AND PROPOSALS
Subject to certain requirements contained in the Company's Bylaws, a
shareholder of record may propose the nomination of someone for director by
written notice to the Secretary of the Company. Such notice must contain certain
information concerning the nominee and the shareholder making the nomination and
must be timely given, as described in the Company's Bylaws. A nomination that
does not comply with the above procedure will be disregarded.
Shareholder proposals for the 2001 Annual Meeting must be received at the
principal executive offices of the Company, 6001 North 24th Street, Phoenix,
Arizona 85016, not later than May 30, 2001, to be considered for inclusion in
the 2001 Proxy Statement. Proposals to be presented at the Annual Meeting that
are not intended for inclusion in the Proxy Statement must be submitted in
accordance with applicable provisions of the Company's Bylaws.
Shareholders are urged to mark, sign, date, and mail the proxy in the
enclosed envelope, postage for which has been provided for mailing in the United
States. Your prompt response is appreciated.
DONALD V. MICKUS
Vice President, Secretary
and Treasurer
Dated: September 22, 2000
25
<PAGE> 30
APPENDIX A
DEL WEBB CORPORATION
2000 EXECUTIVE LONG-TERM INCENTIVE PLAN
ARTICLE 1.
ESTABLISHMENT, PURPOSE, AND DURATION
1.1 Establishment of the Plan. Del Webb Corporation, a Delaware
corporation (the "Company"), establishes an incentive compensation plan to be
known as the "Del Webb Corporation 2000 Executive Long-Term Incentive Plan" (the
"Plan"). The Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options, Restricted Stock, Performance Units, and Performance-Based
Awards.
Subject to shareholder ratification, the Plan shall become effective as of
November 2, 2000 (the "Effective Date") and shall remain in effect as provided
in Section 1.3.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
and enhance the value of Company by linking the personal interests of
Participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance. The Plan is also intended to
provide flexibility to Company in its ability to motivate, attract, and retain
the services of Participants upon whose judgment, interest, and special effort
the successful conduct of its operation is dependent.
1.3 Duration of the Plan. Subject to ratification by the shareholders of
Company, the Plan shall begin on the Effective Date and shall remain in effect,
subject to Article 13, until all Shares subject to it shall have been purchased
or acquired according to the Plan's provisions. However, in no event may an
Award be granted under the Plan on or after November 1, 2010.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
2.1 Definitions.
(a) "Award" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
Performance Units, or Performance-Based Awards.
(b) "Beneficial Owner" shall have the meaning ascribed in Rule 13d-3 of the
General Rules and Regulations under the Exchange Act.
(c) "Board" or "Board or Directors" means the Board of Directors of
Company.
(d) "Cause" means (i) the breach by a Participant of any employment
contract between the Participant and Company, (ii) the conviction of a
Participant of a felony or crime involving moral turpitude (meaning a crime that
necessarily includes the commission of an act of gross depravity, dishonesty or
bad morals), or (iii) willful and gross misconduct on the part of a Participant
that is materially and demonstrably detrimental to Company.
(e) A "Change in Control" of Company shall be deemed to have occurred in
any or all of the following instances:
(1) Any "person" as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, other than a trustee or other fiduciary holding
securities under an employee benefit plan of
A-1
<PAGE> 31
Company or a corporation owned directly or indirectly by the stockholders
of Company in substantially the same proportions as their ownership of
stock of Company, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
Company representing 20% or more of the total voting power represented by
Company's then outstanding Voting Securities (as defined below); or
(2) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of Company and
any new Director whose election by the Board of Directors or nomination for
election by Company's stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who either were Directors
at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority
thereof; or
(3) The stockholders of Company approve a merger or consolidation of
Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of Company or such surviving entity outstanding immediately
after such merger or consolidation; or
(4) The stockholders of Company approve a plan of complete liquidation
of Company or an agreement for the sale or disposition by Company of (in
one transaction or a series of transactions) all or substantially all
Company's assets.
For purposes of this Section, the term "Voting Securities" shall mean and
include any securities of Company which vote generally for the election of
directors.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(g) "Committee" means the committee, as specified in Article 3, appointed
by the Board to administer the Plan with respect to grants of Awards.
(h) "Company" means Del Webb Corporation (including any and all
Subsidiaries), or any successor thereto as provided in Article 15.
(i) "Covered Employee" means an Employee who is a "covered employee" within
the meaning of Section 162(m) of the Code.
(j) "Director" means any individual who is a member of the Board of
Directors of Company.
(k) "Disability" means a permanent and total disability, within the meaning
of Code Section 22(e)(3), as determined by the Committee in good faith, upon
receipt of sufficient competent medical advice from one or more individuals,
selected by the Committee, who are qualified to give professional medical
advice.
(l) "Employee" means any full-time, nonunion employee of Company. Directors
who are not otherwise employed by Company shall not be considered Employees
under this Plan.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor Act.
(n) "Fair Market Value" means, as of any given date, the fair market value
of a Share or other property determined by such methods or procedures as may be
established from time to time by the Committee. Unless otherwise determined by
the Committee, the Fair Market Value of a Share as of any date shall be the
closing price for a Share on any national securities exchange on which the
A-2
<PAGE> 32
Shares are then listed for that date or, if there is no closing price for that
date, the closing price on the next preceding date for which there is a closing
price, all as reported in the Wall Street Journal.
(o) "Incentive Stock Option" or "ISO" means an option to purchase Shares
which is designated as an Incentive Stock Option and is intended to meet the
requirements of Section 422 of the Code.
(p) "Insider" means an Employee who is, at the time an Award is made, an
insider pursuant to Section 16 of the Exchange Act.
(q) "Non-Employee Director" means a member of the Board who qualifies as a
"Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange Act as it
may be amended or replaced from time to time.
(r) "Nonqualified Stock Option" or "NQSO" means an Option to purchase
Shares which is not intended to be an Incentive Stock Option.
(s) "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
(t) "Option Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option, as determined by the Committee.
(u) "Parent" shall have the meaning ascribed to such term in Rule 12b-2 of
the Exchange Act.
(v) "Participant" means an Employee who has outstanding an Award.
(w) "Performance-Based Awards" means the Performance-Based Restricted Stock
Awards and Performance Unit Awards granted to selected Covered Employees
pursuant to Articles 7 and 8, but which are subject to the terms and conditions
set forth in Article 9. All Performance-Based Awards are intended to qualify as
"performance-based compensation" under Section 162(m) of the Code.
(x) "Performance Criteria" means the criteria that the Committee selects
for purposes of establishing the Performance Goal or Performance Goals for a
Participant for a Performance Period. The Performance Criteria that will be used
to establish Performance Goals are limited to the following: pre- or after-tax
net earnings, revenue growth, operating income, operating cash flow, return on
net assets, return on shareholders' equity, return on assets, return on capital,
Share price growth, shareholder returns, gross or net profit margin, earnings
per share, price per Share, and market share, any of which may be measured
either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group. The Committee shall, within the time
prescribed by Section 162(m) of the Code, define in an objective fashion the
manner of calculating the Performance Criteria to use for the Performance
Period.
(y) "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used, the Goal
may relate to overall Company performance or performance of an operating unit or
community. The Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals to prevent dilution or enlargement of the rights of Participants, (i) in
the event of, in recognition of, or in anticipation of, any unanticipated,
unusual nonrecurring or extraordinary corporate item, transaction, event, or
development; or (ii) in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.
A-3
<PAGE> 33
(z) "Performance Period" means the periods of time, which may be of varying
and overlapping durations, as the Committee may select, over which Performance
Goals will be measured for the purpose of determining a Participant's right to,
and the payment of, a Performance-Based Award.
(aa) "Performance Unit" means an Award granted to an Employee pursuant to
Article 8.
(bb) "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (as determined by the
Committee, in its discretion), and the Shares are subject to a substantial risk
of forfeiture, as provided in Article 7.
(cc) "Restricted Stock" means an Award granted to a Participant pursuant to
Article 7.
(dd) "Retirement" means a voluntary termination of employment by a
Participant who has less than 10 years of service with Company at or after age
65, or voluntary termination at or after age 55 for Participants who have at
least 10 years of service with Company as of the date of employment termination.
The Committee may shorten the years of service or the age requirements.
(ee) "Shares" means the shares of common stock of Company.
(ff) "Subsidiary" means any corporation in which Company owns directly, or
indirectly through subsidiaries, at least 50% of the total combined voting power
of all classes of stock, or any other entity (including, but not limited to,
partnerships and joint ventures) in which Company owns at least 50% of the
combined equity.
2.2 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
2.3 Severability. If a court of competent jurisdiction determines that any
portion of this Plan is in violation of any statute, common law, or public
policy, then only the portion of this Plan that violate such statute, common
law, or public policy shall be stricken. All portions of this Plan that do not
violate any statute or public policy shall continue in full force and effect.
Further, any court order striking any portion of this Plan shall modify the
stricken terms as narrowly as possible, or the Committee may amend the Plan, to
give as much effect as possible to the intentions of the parties under this
Plan.
ARTICLE 3.
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Human Resources
Committee of the Board, or by any other Committee if the Board so determines. In
any event, unless otherwise specifically provided by the Board, the Committee
shall consist of not less than two Directors, each of whom qualifies as a
Non-Employee Director, and an "outside director" under Code Section 162(m) and
the regulations thereunder. The members of the Committee shall serve at the
discretion of the Board.
3.2 Authority of the Committee. The Committee shall have full power,
except as limited by law or by the Articles of Incorporation or Bylaws of
Company, and subject to the provisions herein, to determine the size and types
of Awards; to determine the terms and conditions of such Awards including, but
not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on any Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, based in each case on such
A-4
<PAGE> 34
considerations as the Committee in its sole discretion determines; to cancel and
reissue any Awards granted hereunder in the event the Award lapses for any
reason; to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and regulations
for the Plan's administration; and (subject to the provisions of Article 13) to
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. The Committee shall make all other determinations that may be necessary or
advisable for the administration of the Plan.
3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including Company, its stockholders, Employees, Participants, and
their estates and beneficiaries.
3.4 Delegation. As permitted by law, the Committee may delegate to any
officer of Company or any committee comprised of officers of Company the
authority to take any and all actions permitted or required to be taken by the
Committee hereunder; provided that such delegation shall not be permitted with
respect to Options or other Awards granted or to be granted to any officer of
Company and that, to the extent the Committee delegates authority to grant
Options and other Awards hereunder, such delegation shall specify the aggregate
number of Shares that may be awarded pursuant to such delegation and may
establish the maximum number of Shares that may be subject to any Award made
pursuant to such delegation and any other limitations thereon that the Committee
may choose to impose.
ARTICLE 4.
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available for grant under the Plan shall be 500,000.
4.2 Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award.
4.3 Adjustments in Authorized Shares. The Committee may make or provide
for such adjustments in the (a) number of Shares covered by outstanding Awards
granted hereunder, (b) prices per Share applicable to outstanding Awards and (c)
kind of Shares covered thereby, as the Committee in its sole discretion may in
good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (x)
any stock dividend, stock split, combination or exchange of Shares,
recapitalization or other change in the capital structure of Company, (y) any
merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization,
partial or complete liquidation, other distribution of assets (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate transaction or event having an effect similar to any of
the foregoing. Moreover, in the event of any such transaction or event, the
Committee may provide in substitution for any outstanding Awards alternative
consideration as it may in good faith determine to be equitable under the
circumstances, and may require the surrender of all Awards so substituted. The
Committee may also make or provide for such adjustments in the number of Shares
specified in Section 4.1, 4.4, or 9.5 as the Committee in its sole discretion
may in good faith determine to be appropriate in order to reflect any
transaction or event described in this Section. Any adjustment pursuant to this
Section will be conclusive and binding for all purposes.
A-5
<PAGE> 35
4.4 Limitation on Number of Shares Subject to Award. Notwithstanding any
provision in the Plan to the contrary, the maximum number of shares of Stock
that may be subject to one or more Awards granted to any one Participant over
the term of the Plan shall be 150,000.
ARTICLE 5.
ELIGIBILITY AND PARTICIPATION
5.1 Eligibility. Persons eligible to participate in this Plan include all
officers and key Employees of Company, as determined by the Committee.
5.2 Actual Participation. The Committee may, from time to time, select
from all eligible Employees those to whom Awards shall be granted and shall
determine the nature and amount of each Award. No Employee shall have any right
to be granted an Award under this Plan. Nothing in this Plan shall interfere
with or limit the right of Company to terminate any Participant's employment at
any time, nor confer on any Participant any right to continue in the employ of
Company. Transfer of employment of a Participant between Company and any one of
its Subsidiaries (or between Subsidiaries) shall not be a termination of
employment.
ARTICLE 6.
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to Employees at any time and
from time to time as shall be determined by the Committee. The Committee shall
have discretion in determining the number of Shares subject to Options granted
to each Participant. The Committee may grant ISOs, NQSOs, or a combination
thereof. Nothing in this Article 6 shall be deemed to prevent the grant of NQSOs
in excess of the maximum established for ISOs by Section 422(d) of the Code.
6.2 Option Agreement. Each Option grant shall be evidenced by an Option
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Option Agreement also shall specify whether the
Option is intended to be an ISO within Section 422 of the Code, or a NQSO.
6.3 Option Price. The Option Price for each grant shall not be less than
100% of the Fair Market Value on the date of grant.
6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, that no Option shall
be exercisable later than the 10th anniversary of grant.
6.5 Exercise of Options. Options shall be exercisable at times and be
subject to restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.
6.6 Payment. Options shall be exercised by written notice to the Secretary
of Company, setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.
The Option Price upon exercise shall be payable to Company either: (a) in
cash or its equivalent, or (b) by tendering previously acquired Shares having a
Fair Market Value equal to the total Option Price (provided that the Shares
which are tendered must have been held by the
A-6
<PAGE> 36
Participant for at least 6 months prior to their tender to satisfy the Option
Price), or (c) by a combination of (a) and (b).
The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee determines to be consistent with the
Plan's purpose and applicable law. The proceeds from such a payment shall be
added to the general funds of Company.
As soon as practicable after receipt of a written notification of exercise
and full payment, Company shall deliver to the Participant, in the Participant's
name, Share certificates based upon the number of Shares purchased under the
Option(s).
6.7 Restrictions on Share Transferability. The Committee shall impose
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, including, without limitation, restrictions under applicable
Federal securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded, and under any blue sky or
state securities laws applicable to such Shares.
6.8 Termination of Employment Due to Death, Disability, or Retirement.
(a) Termination by Death. If employment is terminated by death, any
outstanding Options which are vested as of the date of death shall remain
exercisable at any time prior to their expiration date, or for 1 year after the
date of death, whichever period is shorter, by such person or persons as shall
have been named as the Participant's beneficiary or by anyone that has acquired
the Participant's rights under the Option by will or the laws of descent and
distribution.
In addition, Options not vested as of the date of death shall be vested as
follows: The percentage vesting of the portion of an Option which would have
vested on the anniversary of the date of grant next following employment
termination (the "Next Vesting Date"), shall equal a fraction, the numerator of
which is the number of full weeks of Participant's employment during the
12-month period ending on the Next Vesting Date, and the denominator of which is
52; and
Any portion not deemed vested as of the date of employment termination
shall expire immediately.
(b) Termination by Disability. If employment is terminated by Disability,
any outstanding Options which are vested as of the date of termination shall
remain exercisable at any time prior to their expiration date, or for l year
after the date of termination, whichever period is shorter.
In addition, Options not vested as of the date of termination due to
disability shall be vested as determined by the guidelines in Subparagraph (a)
of Section 6.8.
Any Options not deemed vested as of the date of termination due to
Disability shall expire immediately.
(c) Termination by Retirement. If employment is terminated by Retirement,
any outstanding Options vested as of the effective date of Retirement shall
remain exercisable at any time prior to their expiration date, or for 3 years
after the effective date of Retirement, whichever period is shorter.
In addition, Options not vested as of the effective date of Retirement
shall be vested as determined by the guidelines in Subparagraph (a) of Section
6.8.
Any Options not vested as of the effective date of Retirement shall expire
immediately.
A-7
<PAGE> 37
(d) Exercise Limitations on ISOs. In the case of ISOs, the tax treatment
prescribed under Section 422 of the Code may not be available if the Options are
not exercised within Section 422 prescribed time periods after each of the
various types of employment termination.
(e) Option Agreements. The exercise periods and vesting rules described in
Subparagraphs (a), (b), and (c) above shall apply in the absence of any contrary
provisions in the Option Agreement. The Committee may prescribe alternative
vesting rules and exercise periods in an Option Agreement or may accelerate
vesting upon Death, Disability or Retirement, at its discretion.
6.9 Termination of Employment for Other Reasons. Except as otherwise
provided in an Option Agreement, if employment shall terminate for any reason,
other than the reasons set forth in Section 6.8 or for Cause, all Options not
vested as of the effective date of employment termination shall expire.
Except as otherwise provided in an Option Agreement, Options vested as of
the effective date of termination may be exercised from the effective date of
employment termination to 3 months after termination.
If the employment shall terminate for Cause, all outstanding Options
immediately shall be forfeited to Company and no additional exercise period
shall be allowed, regardless of the vested status of the Options.
6.10 Nontransferability of Options. An ISO may not be sold, transferred, or
otherwise alienated or hypothecated, other than by will or the laws of descent
and distribution. A NQSO may be transferrable subject to terms and conditions
established by the Committee. All Options shall be exercisable during his or her
lifetime only by Participant or an authorized transferee.
ARTICLE 7.
RESTRICTED STOCK
7.1 Grant of Restricted Stock. Subject to the terms of the Plan, the
Committee may grant Shares of Restricted Stock to eligible Employees. The total
number of Shares granted pursuant to Restricted Stock Agreements that include
only time based restrictions shall not exceed 50,000. The total number of Shares
granted pursuant to Restricted Stock Agreements that include restrictions based
on achievement of specific performance goals, (including, but not limited to
Company-wide, divisional, and/or individual goals) shall not exceed an
additional 100,000 Shares.
7.2 Restricted Stock Agreement. Each Restricted Stock grant shall have a
Restricted Stock Agreement that shall specify the Periods of Restriction, the
number of Shares granted, and other provisions as the Committee shall determine.
7.3 Transferability. Except as provided in this Article 7, Shares of
Restricted Stock may not be sold, transferred, or otherwise alienated or
hypothecated until the end of the Period of Restriction or satisfaction of any
other conditions as specified by the Committee or set forth in the Restricted
Stock Agreement. All rights to the Restricted Stock shall be available during
his or her lifetime only to Participant.
7.4 Other Restrictions. The Committee shall impose such other restrictions
on any Shares of Restricted Stock as it may deem advisable including, without
limitation, restrictions based upon the achievement of specific performance
goals (Company-wide, divisional, and/or individual), and/or restrictions under
applicable Federal or state securities laws; and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
A-8
<PAGE> 38
7.5 Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 7.4, each certificate representing Shares of Restricted
Stock granted pursuant to the Plan may bear the following legend:
"The sale or transfer of the Shares represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to
certain restrictions on transfer in the Del Webb Corporation 2000 Executive
Long-Term Incentive Plan, and in a Restricted Stock Agreement. A copy of
the Plan and Restricted Stock Agreement may be obtained from the Secretary
of Del Webb Corporation."
7.6 Removal of Restrictions. Except as otherwise provided in this Article
7, Shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan shall become freely transferable by the Participant after the last day
of the Period of Restriction. Once Shares are released from the restrictions,
the Participant shall be entitled to have the legend required by Section 7.5
removed from his or her Share certificate.
7.7 Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock may exercise full voting rights.
7.8 Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock shall be entitled to receive all
dividends and other distributions paid with respect to those Shares. If any such
dividends or distributions are paid in Shares, the Shares shall be subject to
the same restrictions on transferability and forfeitability as the Shares with
respect to which they were paid.
7.9 Termination of Employment. If employment shall terminate for any
reason, except as otherwise stated in the Restricted Stock Agreement, all
nonvested shares of Restricted Stock shall be forfeited immediately. The number
of Shares of Restricted Stock deemed vested as of the effective date of
termination shall be determined pursuant to the guidelines in Sections 6.8 and
6.9, except as otherwise provided in the Restricted Stock Agreement.
ARTICLE 8.
PERFORMANCE UNITS
8.1 Grant of Performance Units. Subject to the terms of the Plan,
Performance Units may be granted to eligible Employees as determined by the
Committee. The terms on which the Performance Units are granted shall be stated
in a Performance Unit Award Agreement
8.2 Value of Performance Units. Each Performance Unit shall have an
initial value established by the Committee at the time of grant. The Committee
shall set performance goals in its discretion that will determine the number
and/or value of Performance Units that will be paid out.
8.3 Earning of Performance Units. After the time period during which the
goals must be met, the holder of Performance Units shall be entitled to receive
payout on the number of Performance Units earned over such period, all as set
forth in the Performance Unit Award Agreement.
8.4 Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within 45 calendar days
following the end of the time period during which the goals must be met. The
Committee, in its sole discretion, may pay earned Performance Units in the form
of cash or in Shares (or in a combination thereof) which have an aggregate Fair
Market Value equal to the value of the earned Performance Units at the close of
such period.
A-9
<PAGE> 39
Prior to the beginning of each period during which the goals must be met,
Participants may elect to defer the receipt of the Performance Unit payout upon
such terms as the Committee may approve.
8.5 Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event employment is terminated
by reason of death, Disability, Retirement, or involuntary termination without
Cause during a Performance Period, the Participant shall receive a prorated
payout of the Performance Units. The prorated payout shall be determined by the
Committee, in its sole discretion, based upon the guidelines in Sections 6.8 and
6.9, or such other standards as may be prescribed by the Committee in the
Performance Unit Award Agreement, and further adjusted based on the achievement
of the preestablished performance goals.
Payment of earned Performance Units shall be made at the time payments are
made to Participants who did not terminate employment during the time period
during which the goals must be met.
8.6 Termination of Employment for Other Reasons. In the event of
termination for any reason other than reasons in Section 8.5, unless the
Committee determines otherwise, all Performance Units shall be forfeited.
8.7 Nontransferability. Performance Units may not be sold, transferred or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Participant's rights shall be exercisable during the
Participant's lifetime only by the Participant or Participant's legal
representative.
ARTICLE 9.
PERFORMANCE-BASED AWARDS
9.1 Purpose. The purpose of Article 9 is to provide the ability to qualify
the Restricted Stock Awards under Article 7 and the Performance Unit Awards
under Article 8 as "performance-based compensation" under Section 162(m) of the
Code. If the Committee, in its discretion, decides to grant a Performance-Based
Award to a Covered Employee, the provisions of Article 9 shall control over any
contrary provision in Articles 7 or 8.
9.2 Applicability. Article 9 shall apply only to those Covered Employees
receiving Performance-Based Awards. The Committee may, in its discretion, grant
Restricted Stock Awards or Performance Unit Awards to Covered Employees that do
not satisfy the requirements of Article 9.
9.3 Discretion of Committee with Respect to Performance Awards. The
Committee shall have full discretion to select the Participant, the length of
any Performance Period, the type of Performance-Based Awards to be issued, the
kind and/or level of the Performance Goal, and whether the Performance Goal is
to apply to Company, a Subsidiary or any division or business unit.
9.4 Payment of Performance Awards. Unless otherwise provided in the Award
Agreement, a Participant must be employed by Company or a Subsidiary on the last
day of the Performance Period to be eligible for a Performance Award for such
Performance Period. A Participant shall be eligible to receive payment only if
the Performance Goals are achieved.
The Committee may reduce or eliminate the amount of the Performance-Based
Award for the Performance Period if, in its absolute discretion, a reduction or
elimination is appropriate.
9.5 Maximum Award Payable. Notwithstanding any provision contained in the
Plan to the contrary, the maximum Performance-Based Award payable to any
Participant for a Performance
A-10
<PAGE> 40
Period is 40,000 Shares, or if the Performance-Based Award is paid in cash, such
maximum Performance-Based Award shall be determined by multiplying 40,000 by the
Fair Market Value of one Share as of the date of the Performance-Based Award.
ARTICLE 10.
BENEFICIARY DESIGNATION
Each Participant may name any beneficiaries (contingently or successively)
to whom any benefit is to be paid in case of death before Participant receives
all of the benefit. Each such designation shall revoke all prior designations,
shall be in a form prescribed by Company, and will be effective only when filed
by the Participant in writing with the Human Resources Department of Company
during Participant's lifetime. In the absence of any such designation, benefits
shall be paid to the Participant's estate.
ARTICLE 11.
DEFERRALS
The Committee may permit a Participant to defer receipt of the payment of
cash or the delivery of Shares that would otherwise be due to Participant by
virtue of the exercise of an Option, the lapse or waiver of restrictions with
respect to Restricted Stock, or the satisfaction of any goals with respect to
Performance Units. If any deferral election is permitted, the Committee shall,
in its sole discretion, establish rules and procedures for such payment
deferrals.
ARTICLE 12.
CHANGE IN CONTROL
Upon a Change in Control, unless otherwise specifically prohibited by the
terms of Article 16:
(a) All Options shall become immediately exercisable and shall remain
exercisable at any time prior to their expiration date or for 1 year after
the Change in Control, whichever period is shorter; provided that, if the
Participant is terminated following a Change in Control, the provisions of
the Plan regarding exercisability of vested options set forth in Sections
6.8 and 6.9 shall apply.
(b) Any restriction periods and restrictions imposed on Restricted
Shares shall lapse, and within 10 business days after a Change in Control,
the stock certificates representing Shares of Restricted Stock, without any
restrictions or legend thereon, shall be delivered to the applicable
Participants;
(c) The value, time and manner of payment of all Performance Units
shall be governed by the Performance Unit Award Agreement; and
(d) Subject to Article 13, the Committee shall have the authority to
make any modifications to the Awards as determined to be appropriate before
the effective date of the Change in Control.
A-11
<PAGE> 41
ARTICLE 13.
AMENDMENT, MODIFICATION, AND TERMINATION
13.1 Amendment, Modification, and Termination. With the approval of the
Board, the Committee may terminate, amend, or modify the Plan. However, to the
extent necessary and desirable to comply with any applicable law, regulation, or
stock exchange rule, the Board shall obtain shareholder approval of any Plan
amendment as may be required.
13.2 Awards Previously Granted. No termination, amendment, or modification
of the Plan shall adversely affect any Award previously granted, without the
written consent of the Participant holding the Award.
ARTICLE 14.
WITHHOLDING
The Company shall have the power and the right to deduct or withhold, or
require a Participant to remit to Company, an amount sufficient to satisfy
Federal, state, and local taxes (including FICA obligation) required to be
withheld with respect to any grant, exercise, or payment made as a result of the
Plan.
ARTICLE 15.
SUCCESSORS
All obligations of Company with respect to Awards shall be binding on any
successor to Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all the business and/or assets of Company.
ARTICLE 16.
REQUIREMENTS OF LAW
16.1 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
16.2 Governing Law. The Plan, and all agreements hereunder, shall be
governed by Delaware law.
A-12
<PAGE> 42
APPENDIX B
DEL WEBB CORPORATION
2000 EXECUTIVE MANAGEMENT INCENTIVE PLAN
ARTICLE 1.
ESTABLISHMENT, AND PURPOSE, AND DURATION
1.1 Establishment of the Plan. Del Webb Corporation, a Delaware
corporation (the "Company"), hereby establishes an annual incentive plan to be
known as the "Del Webb Corporation 2000 Executive Management Incentive Plan"
(the "Plan").
1.2 Purpose of the Plan. The Plan is designed to (i) recognize and reward
on an annual basis select Company executives for their contributions to the
overall success of the Company, and (ii) qualify compensation paid under the
Plan as "performance-based compensation" as that term is defined in Section
162(m) of the Internal Revenue Code of 1986 (the "Code") and the regulations
thereunder.
1.3 Duration of the Plan. Subject to approval by the Company's
stockholders, the Plan will commence as of July 1, 2000. If the Plan is not
approved by the Company's stockholders, the Plan will not be effective and any
grants made under the Plan prior to that date will be void. The Plan shall
terminate July 1, 2005. No award may be made under the Plan after the date the
Plan terminates, but awards made prior to that date may extend beyond that date.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
2.1 Definitions. Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) "Award" means the agreement of the Company to pay compensation to
a Participant upon the attainment of specified Performance Goals.
(b) "Award Agreement" means the written agreement evidencing the terms
and conditions of an Award.
(c) "Board" or "Board or Directors" means the Board of Directors of
Del Webb Corporation.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" means the Human Resources Committee of the Board or
the committee appointed by the Board pursuant to Article 3 to administer
the Plan.
(f) "Company" means Del Webb Corporation, a Delaware corporation, or
any successor thereto.
(g) "Covered Employee" means an Employee who is a "covered employee"
within the meaning of Section 162(m) of the Code.
(h) "Director" means any individual who is a member of the Board of
Directors of the Company.
B-1
<PAGE> 43
(i) "Employee" means any full-time, nonunion employee of the Company.
Directors who are not otherwise employed by the Company shall not be
considered Employees under this Plan.
(j) "Participant" means a Covered Employee who is designated by the
Committee to participate in the Plan for a Performance Period pursuant to
Article 4.
(k) "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance
Goals for a Participant for a Performance Period. The Performance Criteria
that will be used to establish Performance Goals are limited to the
following: pre- or after-tax net earnings, revenue growth, operating
income, operating cash flow, return on net assets, return on shareholders'
equity, return on assets, return on capital, Share price growth,
shareholder returns, gross or net profit margin, earnings per Share, price
per Share, and market share, any of which may be measured either in
absolute terms, or as compared to any incremental increase, or as compared
to results of a peer group. The Committee shall, within the time prescribed
by Section 162(m) of the Code, define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period for such Participant.
(l) "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based
upon the Performance Criteria. Depending on the Performance Criteria used
to establish such Goal, the Goal may be expressed in terms of overall
Company performance or the performance of an operating unit or community.
The Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants, (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development; and (ii) in recognition of, or in anticipation of,
any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation
of, changes in applicable laws, regulations, accounting principles, or
business conditions.
(m) "Performance Period" means the one or more periods of time, which
may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured
for the purpose of determining a Participant's right to, and the payment
of, compensation under the Plan.
(n) "Shares" means the shares of common stock of the Company.
2.2 Severability. In the event that a court of competent jurisdiction
determines that any portion of this Plan is in violation of any statute, common
law, or public policy, then only the portions of this Plan that violate such
statute, common law, or public policy shall be stricken.
All portions of this Plan that do not violate any statute or public policy
shall continue in full force and effect. Further, any court order striking any
portion of this Plan shall modify the stricken terms as narrowly as possible to
give as much effect as possible to the intentions of the parties under this
Plan.
B-2
<PAGE> 44
ARTICLE 3.
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Human Resources
Committee of the Board, or by any other Committee appointed by the Board
consisting solely of two or more Directors who qualify as "outside directors"
under Section 162(m) of the Code and the regulations issued thereunder. The
members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board of Directors.
3.2 Authority of the Committee. The Committee shall have all the authority
that is necessary or helpful to enable it to discharge its responsibilities
under the Plan. Without limiting the generality of the preceding sentence, the
Committee shall have the exclusive right to interpret the Plan, to determine
eligibility for participation in the Plan, to decide all questions concerning
eligibility for and the amount of Awards payable under the Plan, to establish
and administer the Performance Goals and certify whether, and to what extent,
they are attained, to cancel and reissue any Awards granted hereunder in the
event the Award lapses for any reason (provided that the Committee shall not
have the authority to re-price previously issued and currently outstanding
Awards without shareholder approval), to construe and interpret any ambiguous
provisions of the Plan, to correct any default, to supply any omission, to
reconcile any inconsistency, to issue administrative guidelines as an aide to
the administration of the Plan, to make regulations for carrying out the Plan,
and to decide any and all questions arising in the administration,
interpretation, and application of the Plan.
3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its stockholders, Employees, Participants,
and their estates and beneficiaries.
3.4 Section 162(m) Compliance. This Plan shall be administered to comply
with Section 162(m) of the Code and, if any provisions of the Plan cause any
Award to not qualify as performance-based compensation under Section 162(m) of
the Code, that provision shall be stricken from this Plan, but the other
provisions of this Plan shall remain in effect. Any action striking any portion
of this Plan shall modify the stricken terms as narrowly as possible to give as
much effect as possible to the intentions of the parties under this Plan.
Furthermore, if any portion of the Plan or any Award Agreement conflicts with
Section 162(m) or the regulations issued thereunder, the provisions of Section
162(m) and such regulations shall control.
ARTICLE 4.
ELIGIBILITY AND PARTICIPATION
4.1 Eligibility. Participation is limited in any fiscal year to Employees
who the Committee concludes will be Covered Employees for such year.
4.2 Actual Participation. From among the Covered Employees eligible to
participate each year, the Committee may select those to receive Awards in any
one or more Performance Periods under the Plan.
B-3
<PAGE> 45
ARTICLE 5.
FORM OF AWARDS.
Awards shall be paid in cash. The Committee may, in its sole discretion,
subject any Award to such terms, conditions, restrictions, or limitations
(including but not limited to restrictions on transferability, vesting,
termination of employment for cause or otherwise, or change of control) that the
Committee deems to be appropriate, provided that such terms are not inconsistent
with the terms of the Plan or Section 162(m) of the Code. All Awards will be
evidenced by an Award Agreement.
ARTICLE 6.
DETERMINATION AND LIMITATION OF AWARDS.
6.1 Determination of Awards. Within the time prescribed by Section 162(m)
of the Code for each Performance Period, the Committee shall, in its sole
discretion, determine and establish:
(a) the Performance Goals applicable to the Performance Period for
each Participant;
(b) the total dollar amount payable to each Participant under the
Award based upon attaining the Performance Goals; and
(c) such other terms and conditions of such Award as the Committee
determines to be appropriate under the circumstances.
Such determinations shall be reflected in the minutes of a Committee meeting, or
in a written action adopted without the necessity of a meeting, and also shall
be documented in the Award Agreement.
6.2 Limitations of Awards. If only one Performance Goal is established for
a Performance Period, the Performance Goal for such Performance Period must be
achieved in order for a Participant to receive payment for an Award for such
Performance Period. If more than one Performance Goal is established for a
Performance Period, one or more of the Performance Goals for such Performance
Period must be achieved in order for a Participant to receive payment for an
Award for such Performance Period, all as set forth in accordance with the terms
of the Award Agreement. Furthermore, the Committee is authorized at any time
during or after a Performance Period to reduce or eliminate (but not to
increase) the amount of an Award payable to any Covered Employee for a
Performance Period for any reason.
6.3 Maximum Awards. Notwithstanding any provision in the Plan to the
contrary, the maximum Award payable to any Covered Employee under the Plan for a
Performance Period shall be $3,000,000.00.
6.4 Employment Continuation. Unless otherwise determined by the Committee,
provided in the Award Agreement, or required by applicable law, no payment
pursuant to this Plan shall be made to a Participant unless the Participant is
employed by the Company on the last day of the Performance Period.
6.5 Deferrals of Payments. In the exercise of its discretion, the
Committee may allow a Participant to elect to defer the receipt of all or any
portion of an Award. Such deferral shall be made pursuant to the terms and
conditions set forth in the Del Webb Corporation Deferred Compensation Plan.
B-4
<PAGE> 46
ARTICLE 7.
RIGHTS OF EMPLOYEES
7.1 Employment. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.
7.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
ARTICLE 8.
AMENDMENT, MODIFICATION, AND TERMINATION
The Committee may suspend or terminate the Plan at any time with or without
prior notice. In addition, the Committee may from time to time and with or
without prior notice, amend or modify the Plan in any manner, but may not
without shareholder approval adopt any amendment that would require the vote of
shareholders of the Company pursuant to Section 162(m) of the Code.
ARTICLE 9.
WITHHOLDING
The Company shall have the power and the right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes (including the Participant's FICA obligation)
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of this Plan.
ARTICLE 10.
SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 11.
REQUIREMENTS OF LAW
11.1 Requirements of Law. The granting of Awards under the Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies as may be required.
11.2 Governing Law. The Plan, and all agreements hereunder, shall be
governed by the laws of the State of Delaware.
B-5
<PAGE> 47
APPENDIX C
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission,
each member of the Board and certain executive officers of the Company may be
deemed to be a "participant" in the Company's solicitation of proxies from the
Company's shareholders to vote in favor of the Company's slate of director
nominees, the approval of 2000 Executive Long-Term Incentive Plan, the approval
of 2000 Executive Management Incentive Plan and the ratification of the
appointment of KPMG LLP as the principal independent public accounting firm of
the Company at the Annual Meeting of Shareholders of the Company. Set forth
below with respect to each participant are his or her name, principal occupation
or employment, business address, the amount of securities of the Company
beneficially owned and additional information concerning transactions in shares
of stock of the Company during the past two years. Unless otherwise indicated,
the business address of each participant is 6001 N. 24th Street, Phoenix,
Arizona, 85016.
DIRECTORS AND DIRECTOR NOMINEES
The principal occupations of the Company's directors and director nominees
who are deemed participants in the solicitation are set forth on pages 3 and 4
of this proxy statement. The principal business address of Mr. Leroy C.
Hanneman, Jr. is that of the Company. The name, business and address of the
other directors and director nominees are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Philip J. Dion............. c/o Del Webb Corporation
6001 North 24th Street, Phoenix, AZ 85016
D. Kent Anderson........... c/o Compass Bank
2200 Post Oak Blvd, Suite 505, Houston, TX 77056
Michael O. Maffie.......... Southwest Gas Corporation
5241 Spring Mountain Road, Las Vegas, NV 89102
Dr. J. Russell Nelson...... c/o Del Webb Corporation
6001 North 24th Street, Phoenix, AZ 85016
Peter A. Nelson............ c/o Del Webb Corporation
6001 North 24th Street, Phoenix, AZ 85016
Michael E. Rossi........... c/o Del Webb Corporation
6001 North 24th Street, Phoenix, AZ 85016
Glenn W. Schaeffer......... Mandalay Resort Group
3950 Las Vegas Blvd. South, Las Vegas, NV 89119
C. Anthony Wainwright...... McKinney & Silver
1900 W. Commercial Blvd., Ft. Lauderdale, FL, 33309
Sam Yellen................. c/o Del Webb Corporation
6001 North 24th Street, Phoenix, AZ 85016
</TABLE>
EXECUTIVE OFFICERS
The principal occupations of certain executive officers of the Company who
may be deemed participants in the solicitation are set forth below. The
principal business address of each such person is that of the Company.
C-1
<PAGE> 48
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
LeRoy C. Hanneman, Jr...... President and Chief Executive Officer
John H. Gleason............ Executive Vice President -- Community Planning &
Development
John A. Spencer............ Executive Vice President and Chief Financial Officer
Anne L. Mariucci........... Sr. Vice President -- Family and Country Club
Communities
Robertson C. Jones......... Sr. Vice President and General Counsel
Donald V. Mickus........... Vice President, Treasurer and Secretary
David E. Rau............... Vice President and Controller
</TABLE>
INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY PARTICIPANTS
The number of shares of common stock of the Company held by the directors
and named executive officers is set forth on page 16 of this proxy statement.
The number of shares of common stock held by the other participants as of August
31, 2000, including all shares such person has the right to acquire within sixty
(60) days of such date, is set forth below:
<TABLE>
<CAPTION>
NAME STOCK OWNERSHIP
---- ---------------
<S> <C>
Robertson C. Jones.......................................... 48,656
Donald V. Mickus............................................ 72,757
David E. Rau................................................ 34,165
</TABLE>
INFORMATION REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales of the Company's
securities by the participants listed below during the past two years. Unless
otherwise indicated, all transactions are in the public market.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
NAME DATE ACQUIRED OR (DISPOSED) FOOTNOTE
---- -------- ---------------------- --------
<S> <C> <C> <C>
Philip J. Dion............................... 06/20/00 20,100 (1)
06/20/00 (10,720) (2)
06/20/00 (3,287) (2)
05/02/00 100,000 (1)
05/02/00 (67,741) (2)
05/02/00 (11,613) (2)
11/04/99 (630) (2)
11/08/99 (2,102) (2)
11/08/99 (981) (2)
11/30/99 (2,102) (2)
11/30/99 (981) (2)
11/30/99 (981) (2)
11/30/99 (981) (2)
11/30/99 (630) (2)
11/30/99 (630) (2)
11/30/99 (630) (2)
11/30/99 (630) (2)
</TABLE>
C-2
<PAGE> 49
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
NAME DATE ACQUIRED OR (DISPOSED) FOOTNOTE
---- -------- ---------------------- --------
<S> <C> <C> <C>
11/15/99 (928) (2)
11/30/99 (928) (2)
11/30/99 (928) (2)
01/29/99 (11,294) (2)
01/29/99 20,000 (1)
11/02/98 (2,190) (2)
11/04/98 9,000 (5)
11/06/98 (981) (2)
11/09/98 (2,103) (2)
11/16/98 (928) (2)
11/04/98 20,000 (4)
D. Kent Anderson............................. 11/22/99 2,000 (4)
11/20/98 2,000 (4)
LeRoy C. Hanneman, Jr. ...................... 05/11/00 (701) (2)
07/31/00 7,500 (1)
07/31/00 (3,991) (2)
07/31/00 (1,229) (2)
11/04/99 (1,629) (2)
11/04/99 15,000 (5)
11/08/99 (455) (2)
11/08/99 (350) (2)
11/15/99 (385) (2)
11/04/99 75,000 (4)
05/06/99 4,500 (1)
05/11/99 (701) (2)
11/02/98 (525) (2)
11/04/98 4,650 (5)
11/06/98 (350) (2)
11/09/98 (455) (2)
11/16/98 (385) (2)
11/04/98 11,100 (4)
Michael O. Maffie............................ 11/22/99 2,000 (4)
11/20/98 2,000 (4)
11/04/98 4,000 (4)
Dr. J. Russell Nelson........................ 11/22/99 2,000 (4)
11/20/98 2,000 (4)
Peter A. Nelson.............................. 11/22/99 2,000 (4)
11/20/98 2,000 (4)
Michael E. Rossi............................. 11/22/99 2,000 (4)
11/20/98 2,000 (4)
</TABLE>
C-3
<PAGE> 50
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
NAME DATE ACQUIRED OR (DISPOSED) FOOTNOTE
---- -------- ---------------------- --------
<S> <C> <C> <C>
Glenn W. Schaeffer........................... 11/22/99 2,000 (4)
11/20/98 2,000 (4)
11/04/98 4,000 (4)
C. Anthony Wainwright........................ 11/22/99 2,000 (4)
11/20/98 2,000 (4)
Sam Yellen................................... 04/14/00 1,000 (6)
11/22/99 2,000 (4)
11/20/98 2,000 (4)
John A. Spencer.............................. 07/27/00 7,500 (1)
11/04/99 (928) (2)
11/04/99 3,000 (5)
11/08/99 (350) (2)
11/08/99 (280) (2)
11/15/99 (280) (2)
11/04/99 7,500 (4)
05/26/99 2,500 (6)
03/09/99 5,000 (1)
11/02/98 (525) (2)
11/04/98 2,650 (5)
11/06/98 (280) (2)
11/09/98 (350) (2)
11/16/98 (280) (2)
11/04/98 7,100 (4)
John H. Gleason.............................. 08/01/00 5,500 (1)
08/01/00 (2,902) (2)
08/01/00 (910) (2)
01/24/00 10,000 (1)
01/24/00 (4,417) (2)
01/24/00 (2,126) (2)
11/04/99 (928) (2)
11/04/99 3,000 (5)
11/08/99 (455) (2)
11/08/99 (280) (2)
11/15/99 (280) (2)
11/04/99 7,500 (4)
04/27/99 5,500 (1)
11/16/98 (280) (2)
11/09/98 (455) (2)
11/06/98 (280) (2)
11/04/98 7,100 (4)
11/04/98 2,650 (5)
11/02/98 (525) (2)
Anne L. Mariucci............................. 08/01/00 7,500 (1)
12/27/99 (560) (3)
11/04/99 (928) (2)
</TABLE>
C-4
<PAGE> 51
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
NAME DATE ACQUIRED OR (DISPOSED) FOOTNOTE
---- -------- ---------------------- --------
<S> <C> <C> <C>
11/04/99 3,000 (5)
11/08/99 (455) (2)
11/08/99 (280) (2)
11/15/99 (280) (2)
11/04/99 7,500 (4)
11/02/98 (525) (2)
11/04/98 2,650 (5)
11/06/98 (280) (2)
11/09/98 (455) (2)
11/12/98 (400) (2)
11/16/98 (280) (2)
11/04/98 7,100 (4)
Robertson C. Jones........................... 11/04/99 (928) (2)
11/04/99 3,000 (5)
11/08/99 (210) (2)
11/08/99 (280) (2)
11/15/99 (245) (2)
11/04/99 7,500 (4)
11/02/98 (341) (2)
11/04/98 2,650 (5)
11/06/98 (280) (2)
11/09/98 (210) (2)
11/16/98 (245) (2)
11/04/98 7,100 (4)
Donald V. Mickus............................. 06/21/00 7,500 (1)
06/21/00 (7,500) (1)
11/04/99 (630) (2)
11/04/99 2,000 (5)
11/08/99 (210) (2)
11/08/99 (210) (2)
11/15/99 (175) (2)
11/04/99 5,000 (4)
03/10/99 4,000 (1)
11/02/98 (350) (2)
11/04/98 1,800 (5)
11/06/98 (210) (2)
11/09/98 (210) (2)
11/16/98 (175) (2)
11/04/98 4,450 (4)
David E. Rau................................. 11/04/99 (630) (2)
11/04/99 2,000 (5)
11/08/99 (210) (2)
11/08/99 (210) (2)
11/15/99 (175) (2)
11/04/99 5,000 (4)
</TABLE>
C-5
<PAGE> 52
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
NAME DATE ACQUIRED OR (DISPOSED) FOOTNOTE
---- -------- ---------------------- --------
<S> <C> <C> <C>
12/23/98 (370) (3)
11/02/98 (350) (2)
11/04/98 1,800 (5)
11/06/98 (210) (2)
11/09/98 (210) (2)
11/16/98 (175) (2)
11/04/98 4,450 (4)
</TABLE>
---------------
(1) Exercise of stock option.
(2) Payment of exercise price or tax liability by delivering or withholding
securities incident to the receipt, exercise or vesting of a security issued
in accordance with Rule 16b-3.
(3) Gift (given) or received.
(4) Stock option grant.
(5) Restricted stock grant.
(6) Open market purchase or (sale).
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described in this Appendix C or in this Proxy Statement, to the
best of the knowledge of the Company, none of the participants nor any of their
respective affiliates or associates (together, the "Participant Affiliates"),
(i) directly or indirectly beneficially owns any shares of Common Stock of the
Company or any securities of any subsidiary of the Company or (ii) has had any
relationship with the Company in any capacity other than a shareholder,
employee, officer or director. Furthermore, except as described in this Appendix
C or in this proxy statement, to the best knowledge of the Company, no
Participant or Participant Affiliate is either a party to any transaction or
series of transactions since September 1, 1999, or has knowledge of any
currently proposed transaction or series of transactions, (i) to which the
Company or any of its subsidiaries was or is to be a party, (ii) in which the
amount involved exceeds $60,000, and (iii) in which any Participant or
Participant Affiliate had or will have, a direct or indirect material interest.
Except for the employment agreements described in the proxy statement, to
the best knowledge of the Company, no Participant or Participant Affiliate has
entered into any agreement or understanding with any person respecting any
future employment by the Company or its affiliates or any future transactions to
which the Company or any of its affiliates will or may be a party. Except as
described in this Appendix C or in this proxy statement, there are no contracts,
arrangements or understandings by any Participant or Participant Affiliate
within the past year with any person with respect to the Company's securities.
C-6
<PAGE> 53
PROXY DEL WEBB CORPORATION PROXY
ANNUAL MEETING OF SHAREHOLDERS--NOVEMBER 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints LeRoy C. Hanneman, Jr., Robertson C. Jones and
Donald V. Mickus and each of them, proxies with full power of substitution and
revocation, acting unanimously and voting or if only one is present and voting
then that one, to vote, as designated below, all shares of Common Stock of Del
Webb Corporation held of record by the undersigned on September 5, 2000, at the
Annual Meeting of Shareholders to be held on November 2, 2000, and at any
adjournment or adjournments thereof, with all the powers the undersigned would
possess if present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4 BELOW
1. Election of three directors to Class I of the Board of Directors (Check
one box only):
[ ] FOR all nominees listed below (except as marked to the contrary
below):
[ ] WITHHOLD authority to vote for all nominees listed below.
LEROY C. HANNEMAN, JR. GLENN W. SCHAEFFER C. ANTHONY WAINWRIGHT
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
check the "FOR all nominees" box above and write that nominee's name in
the space provided below.)
--------------------------------------------------------------------------------
2. Approval of the Del Webb Corporation 2000 Executive Long-Term Incentive
Plan:
FOR ---- AGAINST ---- ABSTAIN ----
3. Approval of the Del Webb Corporation 2000 Executive Management Incentive
Plan:
FOR ---- AGAINST ---- ABSTAIN ----
PLEASE SIGN AND DATE THE REVERSE SIDE.
<PAGE> 54
4. Ratification of the appointment of KPMG LLP as the principal independent
public accounting firm of the Company for the year ending June 30, 2001:
FOR ---- AGAINST ---- ABSTAIN ----
5. In the proxies' discretion on such other matters as may properly come
before the meeting on any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 AND 4 AND IN THE DISCRETION OF THE PROXIES ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
Dated ----------, 2000
----------------------------------
(Sign Here)
----------------------------------
(Sign Here, if Held Jointly)
Please sign EXACTLY as your name
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title. If more than one
trustee, all should sign. All
joint owners should sign. If a
corporation, sign in full
corporate name by president or
other authorized officer. If in a
partnership, sign in partnership
name by authorized person.
--- Please check if you plan to
attend the shareholder meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
