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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. __)
DEL WEBB CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE 947423-10-9
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(Title of class of securities) (CUSIP number)
ROBERT TODD LANG, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to
receive notices and communications)
AUGUST 31, 2000
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
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NY2:\951018\08\KDT608!.DOC\18838.0089
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CUSIP No. 947423-10-9 Page 2
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1 NAME OF REPORTING PERSON: Avatar Holdings Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 23-1739078
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 932,200
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 932,200
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 932,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.1 %
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14 TYPE OF REPORTING PERSON: CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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The title and class of equity security to which this
statement on Schedule 13D relates is the common stock, par value $.001 per share
("Common Stock"), of Del Webb Corporation, a Delaware corporation (the
"Company"). The address of the Company's principal executive offices is 6001
North 24th Street, Phoenix, Arizona 85016.
Item 2. Identity and Background.
-----------------------
This statement is filed by Avatar Holdings Inc. ("Avatar").
Avatar is a Delaware corporation with its principal executive offices located at
201 Alhambra Circle, Coral Gables, Florida 33134. The principal business
activity of Avatar is real estate operations, primarily the development of
active adult communities in Florida and residential communities in Florida and
Arizona.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of Avatar are
set forth on Schedule A hereto.
During the last five years neither Avatar, nor, to its
knowledge, any of its directors or executive officers, has been (i) convicted of
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate amount of funds used by Avatar in making the
purchases of the shares of Common Stock beneficially owned by Avatar as of
September 7, 2000, was $18,828,373 (including commissions and fees). The source
of funds used to purchase these shares of Common Stock was Avatar's working
capital.
The aggregate amount of funds used by Gerald D. Kelfer
(Avatar's President and Chief Executive Officer) in making the purchases of the
shares of Common Stock beneficially owned by him as of September 7, 2000, was
$2,355.10 (including commissions and fees). The source of funds used to purchase
these shares of Common Stock was his personal funds.
Item 4. Purpose of Transaction.
----------------------
Avatar began purchasing shares of Common Stock in September
1999. Avatar acquired shares because, in its opinion, the Common Stock was
undervalued by the market. Avatar also acquired shares of Common Stock because
it was considering the possibility of proposing a business combination with the
Company or of attempting to acquire control of the Company, at some future date.
Avatar continues to believe the Common Stock is undervalued
by the market. Avatar has no immediate plans or proposals to seek a business
combination or to attempt to acquire control of the Company. However, Avatar
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continues to consider each of these alternatives and may determine to pursue one
or more of them.
Avatar has communicated or presently intends to
communicate, directly or through intermediaries, with the Company's management,
other securityholders of the Company, and other interested parties concerning
matters relating to the business and affairs of the Company, including steps to
increase stockholder value.
Gerald D. Kelfer acquired his shares of Common Stock
primarily to become a stockholder of the Company and receive stockholder
information.
Avatar and, to its knowledge, its directors and executive
officers, may acquire additional securities of the Company or dispose of
securities of the Company at any time and from time to time in the open market,
privately negotiated transactions or otherwise.
Although the foregoing represents the range of activities
presently contemplated by Avatar and, to its knowledge, its directors and
executive officers, with respect to the Company, it should be noted that the
possible activities of Avatar and its directors and officers are subject to
change at any time.
Except as set forth above, neither Avatar nor, to its
knowledge, any of its directors or executive officers, has any present plans or
proposals which relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) The responses of Avatar to Rows (11) through (13) of
the cover pages of this Schedule 13D are incorporated herein by reference. As of
September 7, 2000, Avatar beneficially owned 932,200 shares of Common Stock,
representing approximately 5.1% of the outstanding shares of Common Stock (the
outstanding shares of Common Stock, 18,326,955, being based on the number of
shares outstanding as of April 30, 2000, as reported in the Company's Form 10-Q
for the quarterly period ended March 31, 2000).
To Avatar's knowledge, none of its directors or executive
officers beneficially owns any shares of Common Stock, except Gerald D. Kelfer,
who beneficially owns 100 shares of Common Stock. Each director and executive
officer disclaims beneficial ownership of any shares of Common Stock
beneficially owned by Avatar.
(b) The responses of Avatar to (i) Rows (7) through (10) of
the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are
incorporated herein by reference.
Gerald D. Kelfer has sole power to vote or to direct the
vote and sole power to dispose or to direct the disposition of all shares of
Common Stock that he beneficially owns.
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(c) During the past sixty days, Avatar effected the
following transactions in the Common Stock:
Date of Amount of Price per Where and
Transaction Securities Share* How Effected
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8/18/00 16,500 shares $20.25 Nasdaq (purchase)
8/24/00 23,500 shares $20.25 Nasdaq (purchase)
8/28/00 25,000 shares $19.907 Nasdaq (purchase)
8/29/00 20,000 shares $19.8875 Nasdaq (purchase)
8/31/00 18,500 shares $22.20 Nasdaq (purchase)
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* Excludes commissions and fees.
To Avatar's knowledge, none of its directors or executive
officers have had any transactions in the Common Stock that were effected in the
past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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Neither Avatar nor, to its knowledge, any of its directors
or executive officers are parties to any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to securities of the Company.
Item 7. Materials to be Filed as Exhibits.
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None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
AVATAR HOLDINGS INC.
By: Gerald D. Kelfer
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Name: Gerald D. Kelfer
Title: President and Chief Executive Officer
Date: September 8, 2000
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
AVATAR HOLDINGS INC.
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The name, business address, present principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of Avatar Holdings Inc. is set forth below. Unless otherwise specified,
the business address of each person listed below is 201 Alhambra Circle, Coral
Gables, Florida 33134. Unless otherwise specified, each person is a citizen of
the United States of America.
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Principal Occupation, If Other Than As An
Name and Business Address Position With Avatar Executive Officer Of Avatar
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Milton Dresner Director Founding Partner, The Highland Companies,
Highland Companies a diversified real estate development and
28777 Northwestern Highway management organization
Southfield, MI 48034
Gerald D. Kelfer Vice Chairman of the Board; Chairman of
the Executive Committee of the Board;
President and Chief Executive Officer
Leon Levy Chairman of the Board General Partner, Odyssey Partners, L.P., a
Odyssey Partners, L.P. private investment partnership
280 Park Avenue
New York, NY 10017
Martin Meyerson Director President Emeritus and Professor of Policy
225 Van Pelt Library and Planning, University of Pennsylvania;
University of Pennsylvania President, FISCIT (Switzerland/U.S.)
34th and Walnut Streets
Philadelphia, PA 19104
Gernot H. Reiners * Director Principal, Sage Consult L.L.C., a real
Sage Consult L.L.C. estate and financial consulting business
22 Rocky Point Road
Old Greenwich, CT 06874
Kenneth T. Rosen Director Professor of Business Administration and
Rosen Consulting Group Chairman of the Fisher Center for Real
1995 University Ave. Estate and Urban Economics, University of
Berkeley, CA 94704 California, Berkley; President, Rosen
Consulting Group, a real estate consulting
business; Chief Executive Officer, Lend
Lease Rosen Real Estate Securities, a
registered investment advisor
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Principal Occupation, If Other Than As An
Name and Business Address Position With Avatar Executive Officer Of Avatar
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Fred Stanton Smith Director Vice Chairman of the Board, The Keyes
2801 Natoma St. Company, a real estate brokerage,
Coconut Grove, FL 33133 financing, management, insurance and
development firm
William G. Spears Director Principal, W.G. Spears, Grisanti & Brown
W.G. Spears, Grisanti & Brown LLC LLC, a registered investment advisor
45 Rockefeller Plaza
New York, NY 10011
Henry King Stanford Director President Emeritus, The University of
510 W. Lamar St. Miami; President Emeritus, University of
Americus, GA 31709 Georgia
Jonathan Fels President, Avatar Properties Inc.
Dennis J. Getman Executive Vice President and General
Counsel
Juanita I. Kerrigan Vice President and Secretary
Michael Levy Executive Vice President and Chief
Operating Officer, Avatar Properties Inc.
Charles L. McNairy Executive Vice President and Treasurer
Michael S. Rubin President, Avatar Retirement Communities,
Inc.
Lawrence R. Sherry Executive Vice President and Chief
Financial Officer
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* Gernot H. Reiners is a citizen of Germany.
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