UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTON 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ___________ to ____________
Commission File Number 1-04785
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RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION
(Full title of the plan)
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DEL WEBB CORPORATION
(Exact name of Issuer as specified in charter)
6001 North 24th Street, Phoenix, AZ 85016
(602) 808-8000
(Address, including zip code, and telephone number and
area code, of Issuer's principal executive offices)
Dated: June 27, 2000
<PAGE>
REQUIRED INFORMATION
A. Financial Statements
1. Audited statements of net assets available for benefits as of
December 31, 1999 and 1998.
2. Audited statements of changes in net assets available for
benefits for each of the years in the three-year period ended
December 31, 1999.
B. Exhibit
23. Independent Auditors' Consent.
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Benefits Advisory Committee
Retirement Savings Plan for the Employees of Del Webb Corporation:
We have audited the accompanying statements of net assets available for benefits
of the Retirement Savings Plan for the Employees of Del Webb Corporation as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for each of the years in the three-year period ended
December 31, 1999. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Retirement
Savings Plan for the Employees of Del Webb Corporation as of December 31, 1999
and 1998, and the changes in net assets available for benefits for each of the
years in the three-year period ended December 31, 1999, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 9, 2000
3
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
----------- -----------
Assets:
Investments, at fair value:
Mutual funds $67,998,763 53,555,243
Del Webb Corporate Fund 2,430,164 2,691,333
Participant loans 1,316,586 1,025,641
----------- -----------
Total investments 71,745,513 57,272,217
----------- -----------
Receivables:
Participant contributions -- 193,221
Employer contributions -- 69,451
----------- -----------
Total receivables -- 262,672
----------- -----------
Total assets 71,745,513 57,534,889
----------- -----------
Net assets available for benefits $71,745,513 57,534,889
=========== ===========
See accompanying notes to financial statements.
4
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments (note 4) $ 5,888,841 6,916,132 5,312,193
Interest and dividends 4,951,765 3,090,161 2,647,079
----------- ----------- -----------
Total investment income 10,840,606 10,006,293 7,959,272
----------- ----------- -----------
Contributions:
Participants 6,374,013 4,937,014 4,270,252
Employer - matching 2,343,057 1,840,837 1,648,599
Rollover 1,028,568 236,660 358,434
Transfers from other plans 105,580 -- --
----------- ----------- -----------
Total contributions 9,851,218 7,014,511 6,277,285
----------- ----------- -----------
Total additions 20,691,824 17,020,804 14,236,557
----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 6,441,454 4,419,205 3,392,768
Administrative and other expenses 39,746 33,779 52,673
----------- ----------- -----------
Total deductions 6,481,200 4,452,984 3,445,441
----------- ----------- -----------
Net increase 14,210,624 12,567,820 10,791,116
Net assets available for benefits:
Beginning of year 57,534,889 44,967,069 34,175,953
----------- ----------- -----------
End of year $71,745,513 57,534,889 44,967,069
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(1) DESCRIPTION OF PLAN
The following description of the Retirement Savings Plan for the Employees
of Del Webb Corporation (Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(a) GENERAL
The Plan is a defined contribution plan and covers all eligible
employees of Del Webb Corporation (Company and Sponsor) and
participating affiliates who are 21 years of age or older, other than
those covered by a collective bargaining agreement negotiated in good
faith with the Company. Terms of the agreement provide for covered
employees to become participants generally after completion of six
months of service.
Effective January 1, 1999, the name of the Plan changed from the Del
Webb Corporation Retirement Savings Plan to the Retirement Savings
Plan for the Employees of Del Webb Corporation. Effective July 1,
1999, the Del Webb Corporation Contractors Retirement Plan merged into
the Retirement Savings Plan for the Employees of Del Webb Corporation.
$105,580 in assets were transferred into the Plan. All participants
were immediately vested in the Plan upon the merger.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
(b) CONTRIBUTIONS
Participants may make pretax contributions of 2% to 6% of their
compensation to the Plan ("basic pretax contributions"). If such
contributions are made by participants, the Company will provide a
matching contribution, which is determined by the Corporation's Board
of Directors. For the years ended December 31, 1999, 1998 and 1997,
the matching contribution was 50% of the participant's basic pretax
contributions.
Participants may also make unmatched pretax contributions to the Plan
("unmatched pretax contributions"). Effective July 1, 1999, the Plan
was amended to allow participants to contribute up to an additional
14% of their compensation, above the basic pretax contributions, to
the Plan. Prior to July 1, 1999, participants could contribute up to
an additional 9% of their compensation, above the basic pretax
contributions, to the Plan. The Company provides no matching
contribution for the unmatched pretax contributions.
The Plan also allows the Company to make a discretionary contribution
to the Plan. The allocation of the discretionary contribution may
exclude any participant eligible for the Company's Deferred
Compensation Plan or any other Company incentive compensation plan. No
such discretionary contributions were made in 1999, 1998 or 1997.
The participant contributions to the Plan are subject to the annual
deferral limits set forth by the Internal Revenue Code of $10,000 for
1999 and 1998 and $9,500 for 1997.
6
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(c) PARTICIPANT ACCOUNTS
The Plan allows for each participant to control the allocation of
their assets between the various investment funds and make changes to
this allocation at any time. Each participant's account is credited
with the participant's contribution, the Company matching contribution
and an allocation of (a) the Company discretionary contribution, if
any, (b) plan earnings, and (c) administrative expenses. Allocations
are based on participant earnings or account balance, as defined. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account balance.
(d) VESTING
Participants become 100% vested in their contributions as well as
employer contributions made on their behalf on the date of
contribution.
(e) BENEFITS
Benefits are payable upon termination of employment, retirement,
death, disability, election at age 59-1/2 or termination of the Plan.
Participants can receive a lump sum distribution or installment
payments for up to a ten-year period. On termination of service,
distribution of balances in excess of $5,000 may be deferred until
normal retirement age. Participants may withdraw from their account as
set forth in the provisions of the Plan document.
(f) PARTICIPANT LOANS
Generally, participants may borrow up to 50% of their account balance
subject to a minimum of $1,000 and a maximum of $50,000 reduced by the
highest outstanding loan balance during the preceding 12 months.
Minimum monthly repayments of $50 are required. Each loan shall bear
an interest rate equal to the average rate on certificates of deposit
with maturities equivalent to the length of the loan at the beginning
of the month the loan is made. The duration of the loans are subject
to a minimum term of twelve months and a maximum term of 54 months.
(g) INVESTMENT FUNDS
The following is a description of each investment fund as of December
31, 1999:
* Del Webb Stock Fund - 98% invests in common stock of the Company
(a party in interest) and 2% cash.
* Fidelity Puritan Fund - Invests in a broadly diversified
portfolio of high-yielding securities.
* Fidelity Magellan Fund - Invests in stocks of companies with
above-average growth potential.
* Fidelity Contra Fund - Invests in stocks of companies with
potential for capital growth.
* Fidelity Growth & Income Fund - Invests in a broadly diversified
portfolio of high-yielding securities.
* Fidelity Intermediate Bond Fund - Invests in various types of
bonds that offer a return in excess of money market rates.
7
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
* Fidelity Low Price Stock - Invests in low-priced common stocks,
which can lead to investments in small and medium-sized
companies.
* Fidelity Stock Selector Fund - Invests in stocks of companies,
which are deemed by the Fund manager to be undervalued in
relation to other companies in the same industry.
* Spartan U.S. Equity Index Fund - Invests in stocks of companies
that primarily comprise the S&P 500.
* Fidelity Retirement Money Market Fund - Invests in high-quality
short-term money market instruments.
* Fidelity Diversified International - Invests in foreign
securities. Allocates investments across countries and regions
considering size of the market in each country and region
relative to size of the international market as a whole.
* Fidelity Freedom Income - Invests in a combination of Fidelity
equity, fixed income, and money market funds.
* FID Freedom 2000 - Invests in a combination of Fidelity equity,
fixed-income, and money market funds. Targeted to investors
expected to retire around the year 2000.
* FID Freedom 2010 - Invests in a combination of Fidelity equity,
fixed-income, and money market funds. Targeted to investors
expected to retire around the year 2010.
* FID Freedom 2020 - Invests in a combination of Fidelity equity,
fixed-income, and money market funds. Targeted to investors
expected to retire around the year 2020.
* FID Freedom 2030 - Invests in a combination of Fidelity equity,
fixed-income, and money market funds. Targeted to investors
expected to retire around the year 2030.
* Janus Mercury Fund - Invests in a diversified portfolio of stocks
of companies of any size.
* Janus Worldwide Fund - Invests in common stocks of foreign and
domestic issuers.
* Marshall & Ilsley Money Market Fund - Invests in high quality
short-term money market instruments used to accumulate
contributions temporarily, which are then transferred to
participant specified investments on a monthly basis.
(h) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of the Employer
Retirement Income Security Act of 1974 (ERISA). In the event of Plan
termination, participants will be entitled to 100 percent of their
account balances.
8
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
accrual basis and present the net assets available for benefits and
changes in those net assets.
(b) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
(c) INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in mutual funds are stated at the Plan's proportionate
interest in the net assets of the funds, which are valued at market.
Investments in money market funds are stated at the reinvested share
values, which represent market. Investments in common stock of the
Company are valued at the quoted market price. Participant loans are
valued at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
(d) ADMINISTRATIVE AND OTHER EXPENSES
Other than trustee fees and loan origination fees which are paid by
the participants, administrative expenses of the Plan are paid
directly by the Company, accordingly, such expenses are not reflected
in the accompanying financial statements.
(e) PARTY-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by
Fidelity Investments. Fidelity Management Trust Company is the trustee
as defined by the Plan and, therefore, these transactions qualify as
party-in-interest.
For the years ended December 31, 1999, 1998 and 1997, the Plan
purchased 114,023, 60,387 and 58,583 shares of Del Webb Corporation
common stock, respectively, at a cost of $1,251,046, $737,073 and
$511,833, respectively.
(3) IMPLEMENTATION OF ACCOUNTING PRINCIPLE
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING OF CERTAIN
DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 during the Plan year ended December 31, 1999. Accordingly,
9
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
information previously required to be disclosed about participant-directed
fund investments programs are not presented in the Plan's 1999 financial
statements. The Plan's 1998 and 1997 financial statements have been
reclassified to conform to the current year's presentation.
(4) INVESTMENTS
At December 31, 1999, the fair value of investments which exceeded 5% of
net assets available for benefits are as follows:
Fidelity Puritan Fund $ 5,867,866
Fidelity Magellan Fund 15,572,170
Fidelity Contra Fund 5,385,502
Fidelity Growth & Income Fund 11,129,401
Fidelity Retirement Money Market Fund 8,908,153
Spartan U.S. Equity Index Fund 3,463,062
Janus Worldwide Fund 3,276,139
Janus Mercury Fund 8,349,683
At December 31, 1998, the fair value of investments which exceeded 5% of
net assets available for benefits are as follows:
Del Webb Stock Fund $ 2,691,333
Fidelity Puritan Fund 6,746,489
Fidelity Magellan Fund 12,840,070
Fidelity Contra Fund 4,360,226
Fidelity Growth & Income Fund 11,480,770
Fidelity Stock Selector Fund 2,521,841
Fidelity Retirement Money Market Fund 6,569,156
Spartan U.S. Equity Index Fund 3,742,759
During 1999, 1998 and 1997, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value by $5,888,841, $6,916,132 and $5,312,193,
respectively, as follows:
For the year ended December 31, 1999:
REALIZED UNREALIZED
GAIN (LOSS) GAIN (LOSS)
----------- -----------
Mutual Funds $ 819,008 5,339,613
Del Webb Stock Fund (206,818) (62,962)
----------- -----------
612,190 5,276,651
----------- -----------
Net appreciation in fair
value of investments $ 5,888,841
===========
10
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
For the year ended December 31, 1998:
REALIZED UNREALIZED
GAIN GAIN (LOSS)
----------- -----------
Mutual Funds $ 1,548,726 5,134,674
Del Webb Stock Fund 248,163 (15,431)
----------- -----------
1,796,889 5,119,243
----------- -----------
Net appreciation in fair
value of investments $ 6,916,132
===========
For the year ended December 31, 1997:
REALIZED UNREALIZED
GAIN GAIN (LOSS)
----------- -----------
Mutual Funds $ 841,197 3,535,296
Del Webb Stock Fund 54,866 880,834
----------- -----------
896,063 4,416,130
----------- -----------
Net appreciation in fair
value of investments $ 5,312,193
===========
(5) PARTICIPANT DATA
The number of participants in each investment fund at December 31, 1999 and
1998 was as follows:
1999 1998
----- -----
Del Webb Stock Fund 892 888
Fidelity Puritan Fund 1,143 631
Fidelity Magellan Fund 1,211 1,034
Fidelity Contra Fund 643 560
Fidelity Growth & Income Fund 1,082 979
Fidelity Intermediate Bond Fund 922 368
Fidelity Low Price Stock 36 --
Fidelity Stock Selector Fund 432 419
Spartan U.S. Equity Index Fund 561 459
Fidelity Retirement Money Market Fund 1,625 1,103
PBHG Emerging Growth Fund -- 133
Fidelity Global Balanced Fund -- 123
Fidelity Diversified International 27 --
Fidelity Freedom Income Fund 4 --
FID Freedom 2000 Fund 10 --
FID Freedom 2010 Fund 16 --
FID Freedom 2020 Fund 21 --
FID Freedom 2030 Fund 28 --
Janus Mercury Fund 550 194
Janus Worldwide Fund 486 326
11
<PAGE>
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(6) FEDERAL INCOME TAXES
The Plan has received a determination letter dated June 5, 1996 from the
Internal Revenue Service (IRS), which stated that the Plan and its
underlying trust qualify under the applicable provisions of the Internal
Revenue Code and, therefore, are exempt from federal income taxes. Although
the Plan has been amended since receiving the determination letter, in the
opinion of the Plan administrator, the Plan is designed and is currently
being operated in compliance with the applicable provisions of the Internal
Revenue Code, other than certain operational errors which are being
corrected under the IRS Voluntary Compliance Resolution Program, for which
the IRS has issued a favorable compliance statement.
(7) VOLUNTARY COMPLIANCE RESOLUTION PROGRAM
During 1999, two operational defects of the Plan were identified. The first
operational defect occurred during the 1988 through 1999 plan years.
Certain investment earnings were not allocated in accordance with the terms
of the Plan. The second operational defect concerns certain errors
regarding participants' investment directions for the 1995 through 1998
plan years.
The Company voluntarily applied to the IRS to correct the defects through
the Voluntary Compliance Resolution Program. On February 21, 2000, a
compliance statement from the IRS was received, whereby the IRS approved
the Company's plan for correction. The Company has indicated it will
complete the corrective actions approved by the IRS prior to July 20, 2000.
(8) SUBSEQUENT EVENTS
Effective January 1, 2000, the Plan was amended to include a Safe Harbor
Provision, which allows the Plan to automatically pass the
non-discrimination rules of the Internal Revenue Code sections 401(k) and
401(m). The employer's matching contribution increased to 100% of the
participants' first 3% contributed and 50% of the participants'
contributions that exceed 3% but do not exceed 5%.
In February 2000, the Benefits Advisory Committee of the Board of Directors
of the Company approved a Brokerage link option to the Plan, to be
effective July 1, 2000. The Brokerage link option will allow participants
to invest in stocks, bonds and mutual funds traded on major exchanges,
subject to certain restrictions.
12
<PAGE>
SCHEDULE 1
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
EIN: 86-0077724
PLAN NUMBER: 041
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT, INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
---------------- --------------------------------- ---- -----
<S> <C> <C> <C> <C>
* Del Webb Corporation Del Webb Stock Fund, 198,251 shares $ ** 2,430,164
* Fidelity Investments Fidelity Puritan Fund, 308,348 units ** 5,867,866
* Fidelity Investments Fidelity Magellan Fund, 113,973 units ** 15,572,170
* Fidelity Investments Fidelity Contra Fund, 89,728 units ** 5,385,503
* Fidelity Investments Fidelity Growth & Income Fund, 235,992 units ** 11,129,401
* Fidelity Investments Fidelity Intermediate Bond Fund, 170,065 units ** 1,659,832
* Fidelity Investments Fidelity Low Price Stock, 4,507 units ** 102,045
* Fidelity Investments Fidelity Stock Selector Fund, 87,991 units ** 2,815,698
* Fidelity Investments Spartan U.S. Equity Index Fund, 66,482 units ** 3,463,062
* Fidelity Investments Fidelity Retirement Money Market Fund,
8,908,153 units ** 8,908,153
* Fidelity Investments Fidelity Diversified International, 6,214 units ** 159,212
* Fidelity Investments Fidelity Freedom Income, 3,300 units ** 37,391
* Fidelity Investments FID Freedom 2000, 4,689 units ** 60,914
* Fidelity Investments FID Freedom 2010, 4,396 units ** 65,364
* Fidelity Investments FID Freedom 2020, 8,262 units ** 135,330
* Fidelity Investments FID Freedom 2030, 6,409 units ** 108,187
Janus Janus Mercury Fund, 190,589 units ** 8,349,683
Janus Janus Worldwide Fund, 42,865 units ** 3,276,139
* Marshall & Ilsley Marshall & Ilsley Money Market Fund, 902,813 units ** 902,813
Participant loans Interest rates range from 3.59% to 5.68% ** 1,316,586
------------
$ 71,745,513
============
</TABLE>
----------
* Party in interest
** Participant-directed investments, cost information is omitted
See accompanying independent auditors' report.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Retirement Savings Plan for the
Employees of Del Webb Corporation) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
RETIREMENT SAVINGS PLAN
FOR THE EMPLOYEES OF DEL WEBB CORPORATION
By /s/ Lynn Schuttenberg
------------------------------------
Name: Lynn Schuttenberg
Title: Chairman of Benefits Advisory
Committee
Dated: June 27, 2000
14
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
23 Independent Auditors' Consent
