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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
Del Webb Corporation
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(Name of Registrant as Specified in its Charter)
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(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:
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(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):
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
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statement number, or the form or schedule and the date of its filing.
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The following is a statement issued by Del Webb to the press in response to
inquiries regarding Pacific Partners, LLC:
"The statement [contained in Del Webb's preliminary proxy statement] speaks
for itself. We expect to provide more detailed information to stockholders
about Pacific Partners, if the group elects to proceed with its stated
intention. We will not be providing that information prior to that time or
prior to communicating with all of our stockholders.
Del Webb's position on the two recent 13D filings is as follows:
We are pleased that two separate groups recognize the inherent value of Del
Webb stock. Both groups have stated that our stock is undervalued. We
agree.
We regret that Pacific Partners has announced its intent to launch what we
believe will be a disruptive and costly proxy battle to elect their
nominees to the Del Webb Board of Directors.
Current management has already dealt with the primary concerns expressed by
Pacific Partners through the media. Well before Pacific Partners appeared
on the scene, we made commitments to the financial community regarding the
amount and timing of debt reduction, which we are meeting and exceeding.
After two years of rapid growth and investment, leverage has been
drastically reduced from a peak of 2.73:1 (in March 1999) to 2.08:1 at June
30, 2000. Reductions in leverage will continue. Even with the debt
reduction program, the company's cash-flow remains strong and we believe we
have more than adequate resources to meet our liquidity needs.
More than two years ago we decided and announced that we were taking on
this increased debt to finance four major new communities in key markets.
We chose to fund this growth primarily with debt rather than diluting the
investments of our existing shareholders with equity financing. We expect
future results will validate this strategy through enhanced shareholder
value."
Del Webb Corporation ("Del Webb"), its directors and executive officers and
certain other persons may be deemed to be "participants" in Del Webb's
solicitation of proxies from Del Webb stockholders. A detailed list of the
names, affiliations and interests of the participants in the solicitation
is contained in Del Webb's preliminary proxy statement on Schedule 14A,
filed with the Securities and Exchange Commission on September 8, 2000,
with respect to its proposed solicitation of proxies from Del Webb
stockholders in connection with Del Webb's 2000 annual meeting of
stockholders.
Investors and security holders are advised to read Del Webb's proxy
statement with respect to the 2000 annual meeting of stockholders, and any
amendments or supplements thereto when they become available, and any
solicitation recommendation statement regarding Del Webb's proposal when it
becomes available, because each of these documents, filed with the
Securities and Exchange Commission, contains, or will contain, important
information. Investors and security holders may obtain a free copy of these
documents currently available and such others when available and other
documents filed by Del Webb with the SEC at the SEC's Internet web site at
www.sec.gov. These documents may also be obtained for free from Del Webb by
directing such requests to Del Webb's information agent, Corporate
Investors Communications, Inc.
This information contains forward looking statements that involve risks and
uncertainties, and actual results may differ materially. Certain forward
looking statements are based on assumptions which may not prove to be
accurate. Risks and uncertainties include risks associated with: the
cyclical nature of real estate operations, land acquisition and
development, government regulation, growth management and environmental
considerations; geographic concentration; financing and leverage; interest
rate fluctuations; construction labor and materials costs; future
communities and new geographic markets; legal matters; natural risks; and
other matters set forth in the Company's Form 10-K for the year ended June
30, 2000.
