SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as
[X] Definitive proxy statement permitted by Rule
14a-6(e) (2) )
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PULTE 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)(4) 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: ______________________________________________________
[ ] Fees 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>
PULTE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 9, 1997
To the Shareholders of Pulte Corporation:
The Annual Meeting of Shareholders of Pulte Corporation (the "Company")
will be held at the Michigan State University Management Education Center,
Room 104, 811 West Square Lake Road, Troy, Michigan, on Friday, May 9, 1997,
at 10:00 a.m., Eastern Daylight Time, to consider and act upon the following
matters:
(1) The election of two directors.
(2) Such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 14, 1997
will be entitled to vote at the meeting.
Your attention is called to the attached proxy statement and the
accompanying proxy. Please sign and return the proxy in the enclosed
envelope; no postage is required if this proxy is mailed in the United
States. If you attend the meeting, you may withdraw your proxy and vote your
own shares.
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 1996 accompanies this Notice.
By Order of the Board of
Directors
JOHN R. STOLLER
Secretary
Bloomfield Hills, Michigan
March 31, 1997
<PAGE>
PULTE CORPORATION
33 Bloomfield Hills Parkway, Suite 200
Bloomfield Hills, Michigan 48304
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 9, 1997
General Information
The Annual Meeting of Shareholders of Pulte Corporation (the "Company")
will be held at the Michigan State University Management Education Center,
Room 104, 811 West Square Lake Road, Troy, Michigan, on Friday, May 9, 1997,
at 10:00 a.m., Eastern Daylight Time, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. The approximate
mailing date for this proxy statement and proxy is March 31, 1997.
It is important that your shares be represented at the meeting. If it
is impossible for you to attend the meeting, please sign and date the
enclosed proxy and return it to the Company. The proxy is solicited by the
Board of Directors of the Company. Shares represented by valid proxies in the
enclosed form will be voted if received in time for the Annual Meeting.
Expenses in connection with the solicitation of proxies will be borne by the
Company and may include requests by mail and personal contact by its
directors, officers and employees. The Company will reimburse brokers or
other nominees for their expenses in forwarding proxy materials to
principals. Any person giving a proxy has the power to revoke it any time
before it is voted.
Voting Securities And Principal Holders
Only holders of record of shares of the Company's Common Stock, $.01
par value (the "Common Stock"), at the close of business on March 14, 1997
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting or at any adjournment or adjournments of the Annual Meeting. Each
share of Common Stock has one vote. On the Record Date, there were issued and
outstanding 23,326,405 shares of Common Stock.
1
<PAGE>
The following table sets forth information with respect to persons
known to the Company to be the beneficial owners of more than five percent of
the outstanding Common Stock:
<TABLE>
<CAPTION>
Percent of Outstanding
Name and Address Amount and Nature Shares of Common Stock
of Beneficial Owner of Beneficial Ownership as of Record Date
------------------- ----------------------- --------------------
<S> <C> <C>
William J. Pulte
33 Bloomfield Hills Parkway
Suite 200
Bloomfield Hills, MI 48304 .......................... 5,544,935(a) 23.8
FMR Corp.
82 Devonshire Street
Boston, MA 02109 (b) ................................ 2,685,661 11.5
Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153 (c) .............................. 2,380,801 10.2
James Grosfeld
20500 Civic Center Drive
Suite 3000
Southfield, MI 48076 ................................ 2,325,000 10.0
<FN>
(a) Includes 76,875 shares of Common Stock which Mr. Pulte has the right to
acquire within 60 days of the Record Date pursuant to the Company's stock
option plans and 5,468,060 shares of Common Stock which are owned by
various testamentary trusts and grantor retained annuity trusts of which
Mr. Pulte is the sole trustee and income beneficiary.
(b) This information is based on a Schedule 13G dated February 14, 1997 which
was filed by FMR Corp. on behalf of itself, Fidelity Management & Research
Company, Edward C. Johnson 3rd and Abigail P. Johnson. According to such
Schedule 13G: (i) Edward C. Johnson 3rd and FMR Corp. have sole voting
power over 52,833 shares and sole investment power over 2,685,661 shares;
and (ii) the Boards of Trustees of the various Fidelity Fund investment
companies have sole voting control over 2,632,828 shares.
(c) This information is based on a Schedule 13G dated January 30, 1997 which
was filed by Sanford Bernstein & Co., Inc. According to such Schedule
13G: Sanford Bernstein & Co., Inc. (i) holds the shares for the accounts
of discretionary clients and (ii) has sole voting power over 931,560
shares and shared voting power (with clients who have appointed an
independent voting agent with instructions to vote the shares in the same
manner as Sanford Bernstein & Co., Inc.) as to 470,724 shares.
</TABLE>
I. ELECTION OF DIRECTORS
The Board of Directors proposes that Michael D. Hollerbach and Alan E.
Schwartz be elected as directors of the Company to hold office until the
Annual Meeting of the Shareholders in 2000 or, in each case, until his
successor is elected and qualified.
The persons named in the accompanying proxy intend to vote all valid
proxies received by them for the election of the foregoing nominees, unless
such proxies are marked to the contrary. The two
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<PAGE>
nominees receiving the greatest number of votes cast at the meeting or its
adjournment shall be elected. Abstentions, withheld votes and broker
non-votes will not be deemed votes cast in determining which nominees receive
the greatest number of votes cast, but they will be counted for purposes of
determining whether a quorum is present. If a nominee is unable or declines
to serve, which is not anticipated, it is intended that the proxies will be
voted in accordance with the best judgment of the proxy holder. The following
information is furnished with respect to each nominee for election as a
director, with respect to each director whose term of office as a director
will continue after this meeting, with respect to each executive officer of
the Company named in the Summary Compensation Table below and with respect to
all named directors and all executive officers of the Company, as a group:
<TABLE>
<CAPTION>
Percentage of
Shares of Outstanding Shares
Common Stock of the Company's
Positions and of the Company Common Stock
Name and Year Offices with the Beneficially Beneficially
First Became Company and Other Owned as of Owned as of Term
a Director Age Principal Occupations the Record Date(a) the Record Date to Expire
------------- --- ---------------------- ------------------ --------------- ---------
Nominees for Election as Directors
<S> <C> <C> <C> <C> <C>
Michael D. Hollerbach (1993) .. 43 Executive Vice President
and Chief Financial
Officer of the Company . 93,086(b) * 2000
Alan E. Schwartz (1972) ....... 71 Partner of the law firm of
Honigman Miller Schwartz
and Cohn, which firm
serves as counsel to the
Company ................ 27,500 * 2000
Directors Continuing in Office
Howard P. Berkowitz (1984) .... 56 General and Managing
Partner of HPB
Associates L.L.C. ...... -0- * 1998
Robert K. Burgess (1985) ...... 52 President and Chief
Executive Officer of the
Company ................ 292,320(c) 1.3 1999
William J. Pulte (1956) ....... 64 Chairman of the Board of
the Company ............ 5,544,935(d) 23.8 1998
Ralph L. Schlosstein (1996) ... 46 President of BlackRock
Financial Management,
Inc. ................... -0- * 1999
John J. Shea (1995) ........... 59 Vice Chairman, President
and Chief Executive
Officer of Spiegel, Inc. -0- * 1999
Francis J. Sehn (1995) ........ 78 Chief Executive Officer of
The Fran Sehn Company .. 1,000 * 1998
Other Executive Officers
Michael A. O'Brien ............ 44 Senior Vice President --
Corporate Development .. 10,100(e) *
James A. Weissenborn .......... 40 Vice President and
Treasurer .............. 15,075(f) *
All nominees for director, all
continuing directors
and all executive officers,
as a group (14 persons) .......................................... 6,023,866(g) 25.8
<FN>
- - ----------------
* Less than 1%.
(a) All directors and executive officers named herein have sole voting power
and sole investment power with respect to shares of Common Stock
beneficially owned, except as otherwise noted below.
(b) Includes 92,875 shares of Common Stock that Mr. Hollerbach has the right
to acquire within 60 days of the Record Date pursuant to the Company's
stock option plans.
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<PAGE>
(c) Includes 287,225 shares of Common Stock that Mr. Burgess has the right to
acquire within 60 days of the Record Date pursuant to the Company's stock
option plans, 1,474 shares of Common Stock held in an IRA account for the
benefit of Mr. Burgess, and 3,621 shares of Common Stock owned by Mr.
Burgess jointly with his wife.
(d) Includes 76,875 shares of Common Stock that Mr. Pulte has the right to
acquire within 60 days of the Record Date pursuant to the Company's stock
option plans, and 5,468,060 shares of Common Stock which are owned by
various testamentary trusts and grantor retained annuity trusts of which
Mr. Pulte is the sole trustee and income beneficiary.
(e) Includes 10,000 shares of Common Stock that Mr. O'Brien has the right to
acquire within 60 days of the Record Date pursuant to the Company's stock
option plans, and 100 shares of Common Stock owned jointly with his wife.
(f) Includes 14,500 shares of Common Stock that Mr. Weissenborn has the right
to acquire within 60 days of the Record Date pursuant to the Company's
stock option plans.
(g) Includes 521,225 shares of Common Stock that executive officers of the
Company have the right to acquire within 60 days of the Record Date
pursuant to the Company's stock option plans, includes 1,474 shares of
Common Stock held in an IRA account, and includes 3,721 shares owned
jointly with spouses and the shares owned by the various trusts
referenced in (d) above.
</TABLE>
Other Information Relating To Directors
The following is a brief account of the business experience during the
past five years of each member or nominee of the Board of Directors of the
Company.
Mr. Hollerbach has been Executive Vice President and Chief Financial
Officer since June 1993. Previously, he was Senior Vice President and
President of Financial Services of the Company since July 1989. Prior
to that date, Mr. Hollerbach served in various capacities with Company
subsidiaries which included Chief Executive Officer of Pulte Financial
Companies, Inc. and Chief Financial Officer of ICM Mortgage
Corporation.
Mr. Schwartz is a partner of the law firm of Honigman Miller Schwartz
and Cohn, Detroit, Michigan, which firm serves as counsel to the
Company and its subsidiaries. It is expected that such law firm will
continue to be retained by the Company and its subsidiaries in the
current fiscal year. Mr. Schwartz is a director of Core Industries
Inc., The Detroit Edison Company, DTE Energy Company, Handleman
Company, Howell Industries, Inc. and Unisys Corporation.
Mr. Berkowitz is General and Managing Partner of HPB Associates,
L.L.C., a private investment firm.
Mr. Burgess has been President of the Company since October 1985. In
addition, Mr. Burgess was appointed Chief Executive Officer of the
Company in January 1993.
Mr. Pulte was appointed Chairman of the Board of the Company in January
1991. Mr. Pulte served as Chief Executive Officer of the Company from
January 1991 through December 1992, and as Co-Chairman of the Executive
Committee of the Board of Directors from April 1990 through March 1995.
Mr. Schlosstein is President of BlackRock Financial Management, Inc.,
an investment management firm. Mr. Schlosstein is President and
Director of The BlackRock Income Trust, Inc., The
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<PAGE>
BlackRock Target Term Trust, Inc., The BlackRock Advantage Term
Trust, Inc., The BlackRock Strategic Term Trust, Inc., The BlackRock
1998 Term Trust, Inc., The BlackRock Municipal Target Term Trust, Inc.,
The BlackRock North American Government Income Trust, Inc., The
BlackRock Insured Municipal Term Trust, Inc., The BlackRock Investment
Quality Term Trust, Inc., The BlackRock 2001 Term Trust, Inc., The
BlackRock Insured Municipal 2008 Term Trust, Inc., The BlackRock
California Insured Municipal 2008 Term Trust, Inc., The BlackRock New
York Insured Municipal 2008 Term Trust, Inc., The BlackRock Florida
Insured Municipal 2008 Term Trust, The BlackRock 1999 Term Trust, Inc.,
The BlackRock Investment Quality Municipal Trust, Inc., The BlackRock
Florida Investment Quality Municipal Trust, The BlackRock California
Investment Quality Municipal Trust, Inc., The BlackRock New York
Investment Quality Municipal Trust, Inc., The BlackRock New Jersey
Investment Quality Municipal Trust, Inc., The BlackRock Broad
Investment Grade 2009 Term Trust, Inc., The BlackRock 1998 Term Fund,
Inc., and The BlackRock 1999 Term Fund, Inc. Mr. Schlosstein is
President of BlackRock MQE Investors, Inc., BlackRock Asset Investors,
BlackRock Fund Investors I, BlackRock Fund Investors II, and BlackRock
Fund Investors III.
Mr. Sehn is Chief Executive Officer of the Fran Sehn Company, an
international engineering consulting service. Mr. Sehn also served as
Chairman of Comau Productivity Systems until his retirement in 1991.
Mr. Shea is Vice Chairman of the Board of Directors, President and
Chief Executive Officer of Spiegel, Inc., an international multichannel
specialty retailer. Mr. Shea is a director of Nalco, Inc.
During 1996, the Board of Directors held five meetings and acted by
written consent on four other occasions.
Committees Of The Board Of Directors
The Company has a standing Audit Committee, the current members of
which are Howard P. Berkowitz and Ralph L. Schlosstein. During 1996, the
Audit Committee held two meetings and had informal discussions in lieu of
additional meetings. The duties of the Audit Committee are, briefly:
recommending to the Board of Directors the engaging and discharging of the
Company's independent auditors; reviewing with the independent auditors the
scope and results of the audit; approving professional services to be
provided by the independent auditors, including the fee arrangement;
reviewing the Company's internal auditing, accounting and financial controls;
and reviewing the Company's accounting principles and practices.
The Company has a standing Compensation Committee, the current members
of which are Francis J. Sehn and John J. Shea. During 1996, the Compensation
Committee met three times, acted by written consent on one occasion and had
informal discussions in lieu of additional meetings. The duties of the
Compensation Committee are, briefly: establishing compensation arrangements
for key executives and directors, as authorized by the Board of Directors;
recommending to the Board compensation plans in which officers or directors
are eligible to participate; and administration of the Company's long-term
compensation and stock option plans, including granting of options
thereunder.
The Company has a standing Nominating Committee, the current members of
which are William J. Pulte, Robert K. Burgess, James Grosfeld, and Alan E.
Schwartz. During 1996, the Nominating Committee had informal discussions in
lieu of meetings. The Nominating Committee considers the
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<PAGE>
performance of incumbent directors and recommends nominees for election as
directors. The Nominating Committee will consider nominees for directors
recommended by shareholders, if such nominations are made in accordance with
the Company's Bylaws. Shareholders desiring to recommend nominees for
directors for the Annual Meeting to be held in 1998 should submit such
recommendations to the Chairman of the Board at 33 Bloomfield Hills Parkway,
Suite 200, Bloomfield Hills, Michigan 48304, no later than November 29, 1997.
Compensation Of Executive Officers And Directors
Summary Compensation Table
The following table sets forth information for each of the fiscal years
ended December 31, 1996, 1995 and 1994 concerning the compensation of the
Company's Chief Executive Officer and of each of the Company's other four
most highly compensated executive officers whose total annual salary and
bonus exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------- ------------------------
Awards (1) Payouts
------------ ------- All Other
Shares LTIP Compen-
Name and Underlying Payouts sation
Principal Position Year Salary ($) Bonus ($) Options (#) ($) ($)(2)
------------------ ---- ---------- --------- ----------- --- ------
<S> <C> <C> <C> <C> <C> <C>
William J. Pulte, Chairman of the Board 1996 400,000 450,000 -0- -0- 1,500
1995 400,000 450,000 -0- -0- 1,500
1994 400,000 650,000 66,300 -0- 601,500
Robert K. Burgess, President and Chief Executive 1996 400,000 450,000 -0- -0- 1,500
Officer 1995 400,000 450,000 502,200 1,213,600(3) 1,500
1994 400,000 650,000 66,300 -0- 1,500
Michael D. Hollerbach, Executive Vice President and 1996 300,000 280,000 -0- 214,688(3) 1,500
Chief Financial Officer 1995 300,000 280,000 303,900 426,547(3) 1,500
1994 300,000 400,000 41,400 -0- 1,500
Michael A. O'Brien, Senior Vice President -- 1996 175,000 150,000 -0- -0- 1,200
Corporate Development 1995 160,000 120,000 90,000 -0- 900
1994 150,000 80,000 15,000 -0- 600
James A. Weissenborn, Vice President and Treasurer 1996 175,000 125,000 -0- -0- 1,500
1995 165,000 100,000 75,000 -0- 1,500
1994 160,000 180,000 10,000 -0- 1,500
<FN>
(1) Grants for 1994 are based on the executive's performance in the prior
year. Grants shown for 1995 consist of (i) options granted on January 17,
1995 in respect of the executive's performance in 1994 and (ii) options
granted on December 13, 1995.
(2) Except for Mr. Pulte, the entire amount shown represents Company matching
contributions allocated to the executive officer for such year under the
Company's 401(k) Plan. The amount shown
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<PAGE>
for Mr. Pulte for 1994 also includes $600,000 which was paid to Mr. Pulte
in 1995 following a determination by the Compensation Committee that such
a payment should be made in lieu of a 1995 grant of stock options to Mr.
Pulte with respect to his performance in 1994 (such stock options were
granted to other executive officers of the Company).
(3) Represents profits realized on sales of Common Stock following exercise
of stock options with respect to such Common Stock.
</TABLE>
Aggregated Option Exercises and Fiscal Year-End Option Value Table
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 1996 by each of the
executive officers named in the Summary Compensation Table above and the
value of unexercised options held by such persons as of December 31, 1996:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Shares Shares Underlying Unexercised In-the-Money
Acquired Options at FY-End (#) Options at FY-End ($)
on Value ----------------------------- ---------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William J. Pulte -0- -0- 45,725 78,875 -0- -0-
Robert K. Burgess -0- -0- 190,525 621,075 2,849,062 510,572
Michael D. Hollerbach 15,000 214,688 41,150 380,750 143,125 319,213
Michael A. O'Brien -0- -0- 3,750 101,250 -0- 42,375
James A. Weissenborn -0- -0- 8,000 86,000 83,499 25,062
</TABLE>
Compensation of Directors
Under the Company's standard arrangements, each non-employee director
of the Company receives an annual director's fee in the amount of $20,000 and
$1,500 for attendance at Board or Committee meetings. The Chairperson of each
Committee also receives an annual payment of $1,000 for each Committee over
which he presides. Reimbursement is made for out-of-pocket expenses incurred
by any director to attend meetings. Directors may elect to defer the receipt
of all or any part of their annual retainer and meeting and chairperson fees
for payment in the future, as well as earnings based upon various investment
alternatives (including earnings based upon the performance of Company
stock). Employee directors of the Company do not receive any additional
compensation for services as a director.
Compensation Committee Interlocks and Insider Participation
Neither of the Compensation Committee members are or ever were an
officer or employee of the Company or any of its subsidiaries.
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<PAGE>
Arrangements with James Grosfeld
Mr. Grosfeld, who is the owner of 10.0% of the outstanding Common Stock
as of the Record Date, resigned as Chairman of the Board and Chief Executive
Officer of the Company on April 27, 1990. Effective upon Mr. Grosfeld's
resignation, he and the Company entered into a consulting agreement (the
"Consulting Agreement") pursuant to which Mr. Grosfeld agreed to serve as
Co-Chairman of the Executive Committee of the Board of Directors for as long
as he served as a director and to provide consulting services requested by
the Company in connection with certain financial transactions,
diversification opportunities, the acquisition and ownership of thrift
institutions and other financial institutions, and other matters requested by
the Company. In exchange for such services, Mr. Grosfeld receives a monthly
consulting fee of $41,667 and monthly payments of $4,167 for his office and
secretarial expenses relating to such services. The Consulting Agreement,
which initially provided for termination on the earlier of April 30, 1994 or
Mr. Grosfeld's death or total disability, was extended in December 1992 for
an additional period ending on November 30, 1998. The Consulting Agreement
also contained provisions (now expired) which would have obligated the
Company to make certain payments to Mr. Grosfeld upon his death or disability.
In November 1990, the Company and Mr. Grosfeld entered into an
agreement (the "Agreement") pursuant to which the Company acknowledged, and
agreed to pay Mr. Grosfeld for, certain extraordinary contributions rendered
by him while he served as Chairman of the Board and Chief Executive Officer
of the Company, including his efforts in connection with the Company's thrift
acquisitions and related matters. In addition, Mr. Grosfeld agreed (i)
through the earlier of November 30, 1998 or his death or total disability, to
provide advisory services to the Company and its subsidiaries in connection
with the Company's thrift operations and litigation involving the Company,
the Company's thrift operations and other subsidiaries of the Company, (ii)
to extend his existing agreement not to compete with the Company (which
includes protection against disclosure of confidential information and trade
secrets) for an additional three-year period ending on November 30, 1998 and
(iii) to certain other restrictions on his activities through November 30,
1998. In consideration for all of the foregoing, the Company agreed to pay
Mr. Grosfeld $23,987 per month for a period of 25 years.
Board Compensation Committee Report on Executive Compensation
General. The Compensation Committee's overall compensation philosophy
applicable to the Company's executive officers is to provide a compensation
program that is intended to attract and retain qualified executives for the
Company and to provide them with incentive to achieve Company goals and
increase shareholder value. The Compensation Committee implements this
philosophy by establishing salaries, bonuses, long-term compensation plans
and stock option programs. The Compensation Committee's current policy is not
to provide pension or other retirement plans for the Company's employees
other than its 401(k) plan.
Salaries. The Compensation Committee's policy is to provide salaries
that in most cases are less than those of similar executive officers in
similar companies. The Compensation Committee determines comparable salaries
through Company research and the research of consultants concerning the
salaries paid by the Company's competitors.
Bonuses. The Compensation Committee's policy is to provide a
significant portion of executive officers' total compensation through annual
bonuses as incentives to achieve the Company's financial and operational
goals and increase shareholder value. The Company's bonus arrangements for
its executive
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<PAGE>
officers are intended to make a major portion of each executive officer's
compensation dependent on the Company's overall performance. Such bonuses are
also intended to link executive compensation to shareholder value and to
encourage the executives to act as a team. Bonuses are also intended to
recognize the executive's individual contributions to the Company.
Pursuant to the executive compensation program previously established
by the Board of Directors, for the fiscal year ended December 31, 1996, each
of the Company's Chairman, President and Chief Executive Officer, and
Executive Vice President and Chief Financial Officer could have received a
potential bonus of up to 150% (125% in the case of the Executive Vice
President and Chief Financial Officer) of his salary based on a return on
equity formula which incorporates the Company's 1996 pre-tax income;
strategic and operational accomplishments, not directly based on the
Company's financial condition or results of operations; the Company's
performance against Board-approved financial plans; and certain industry
comparisons. The Compensation Committee was also authorized to evaluate each
executive's performance during the year, and, where appropriate, to grant an
additional discretionary bonus. Bonuses for the Company's other officers are
recommended on a discretionary basis to the Compensation Committee by the
Company's Chairman of the Board and its Chief Executive Officer based on
their evaluations of the individual's performance during the year. The
Compensation Committee reviews these evaluations and, with authority
delegated by the Board of Directors, establishes discretionary bonuses it
deems appropriate.
Long-Term Compensation. In order to provide management with incentive
to achieve the long-term growth and profitability goals of the Company, in
1995 the Compensation Committee and the Board approved a Long-Term
Compensation Plan for the key employees of the Company and its subsidiaries.
The Long-Term Compensation Plan was approved by the shareholders of the
Company at the 1996 Annual Meeting of the Company's shareholders. The
Long-Term Compensation Plan establishes certain Company performance
thresholds relating to return on equity, return on invested capital, pretax
income and target business mix for the period between January 1, 1996 and
December 31, 1999. These performance thresholds must be met or exceeded in
order for the key employees to earn an award. The maximum award for any
employee under the Long-Term Compensation Plan is $4.7 million.
Stock Options. The Compensation Committee's policy is to award stock
options to the Company's officers in amounts reflecting the participant's
position and ability to influence the Company's overall performance. Options
are intended to provide participants with an increased incentive to make
contributions to the long-term performance and growth of the Company, to join
the interests of participants with the interests of shareholders of the
Company, and to attract and retain qualified employees. The Compensation
Committee's policy has generally been to grant options with a term of 10
years (in certain cases, with portions exercisable over shorter periods) to
provide a long-term incentive, and to fix the exercise price of the options
at or in excess of the fair market value of the underlying shares on the date
of grant. Such options only have value if the price of the underlying shares
increases above the exercise price.
No stock options were granted to executive officers of the Company in
1996.
1996 Compensation Decisions Regarding Robert K. Burgess. The
Compensation Committee approved a $450,000 bonus for Mr. Burgess for
calendar 1996. The bonus was based on the Company's financial and operational
performance. While the Company's financial performance was strong compared to
1995 performance and substantially met or exceeded many of the financial
performance targets set forth in the Company's annual plan, the Company's
pre-tax income and return on equity targets were not
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<PAGE>
fully achieved. The Company substantially increased its closings, gross
revenues and net new orders from 1995 levels. The Company also took
significant steps to ensure profitable growth in existing and new markets,
and made considerable progress in the implementation of various process
improvement methodologies and certain key business initiatives. Mr. Burgess
did not participate in the approval of his own compensation, but did
participate in the discussion of the Company's performance for 1996.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code generally disallows a tax deduction to public
companies for compensation over $1 million paid to the corporation's chief
executive officer and four other most highly compensated executive officers.
The Company believes that Section 162(m) does not apply to stock options
currently outstanding or subsequently granted under the Company's existing
stock option plans.
Section 162(m) provides that qualifying performance-based compensation
will not be subject to the deduction limit if certain requirements are met.
The Company currently intends to structure grants under future stock option
plans in a manner that complies with this statute. The Company does not
currently intend to structure the discretionary annual bonus for executive
officers described under "Bonuses" above to comply with Section 162(m). Such
bonuses do not meet Section 162(m)'s requirement that they be "payable solely
on account of the attainment of one or more performance goals." The Company
believes the annual discretionary bonuses, as currently structured, best
serve the interests of the Company and its shareholders by allowing the
Company to recognize an executive officer's contribution as appropriate. The
Company believes that the Long-Term Compensation Plan is structured to comply
with Section 162(m).
By The Compensation Committee
Francis J. Sehn
John J. Shea
10
<PAGE>
Performance Graph
The following line graph compares for the fiscal years ended December
31, 1992, 1993, 1994, 1995 and 1996 (i) the yearly cumulative total
shareholder return (i.e., the change in share price plus the cumulative
amount of dividends, assuming dividend reinvestment, divided by the initial
share price, expressed as a percentage) on the Company's Common Stock, with
(ii) the cumulative total return of the Standard & Poor's 500 Stock Index,
and with (iii) the cumulative total return on the common stock of
publicly-traded peer issuers deemed by the Company to be its principal
competitors in its homebuilding line of business (assuming dividend
reinvestment and weighted based on market capitalization at the beginning of
each year):
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Pulte Corporation, S&P 500 Index and Peer Index
Fiscal Year Ending December 31
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Pulte 100 129 157 100 148 137
S&P 500 100 108 118 120 165 202
Peer Index** 100 111 144 84 125 123
<FN>
* Assumes $100 invested on January 1, 1991 and the reinvestment of dividends.
** Includes Centex Corporation, Continental Homes Holding Corporation, Del
Webb Corporation, Hovnanian Enterprises, Inc., Kaufman & Broad Home
Corporation, Lennar Corporation, The Ryland Group, Inc., Standard Pacific
Corporation, Toll Brothers, Inc. and UDC Homes, Inc., except that UDC
Homes, Inc. was excluded from the index beginning in 1995 because it ceased
to be publicly traded.
</TABLE>
11
<PAGE>
II. OTHER MATTERS
Relationship With Independent Auditor
Ernst & Young LLP is the independent auditor for the Company and its
subsidiaries and has reported on the Company's consolidated financial
statements included in the Annual Report of the Company which accompanies
this proxy statement. The Company's independent auditor is appointed by the
Board of Directors. The Board of Directors has reappointed Ernst & Young LLP
as independent auditor for the year ending December 31, 1997.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting of Shareholders and will have the opportunity to make a
statement at the meeting if they desire to do so. The representatives will
also be available to respond to appropriate questions.
Other Proposals
Neither the Company nor the members of its Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting of Shareholders, and they have no present knowledge
that any other matters will be presented for action at the meeting by others.
If any other matters properly come before such meeting, however, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment.
A shareholder proposal which is intended to be presented at the Annual
Meeting of Shareholders to be held in 1998 must be received by the Company at
its principal executive offices, 33 Bloomfield Hills Parkway, Suite 200,
Bloomfield Hills, Michigan, 48304 by November 29, 1997.
By Order of the Board of
Directors
JOHN R. STOLLER
Secretary
Dated: March 31, 1997
12
<PAGE>
[FRONT OF PROXY CARD]
PULTE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PULTE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 9, 1997
William J. Pulte and Robert K. Burgess, and each of them, are hereby
authorized to represent and vote the stock of the undersigned at the Annual
Meeting of Shareholders to be held May 9, 1997, and at any adjournment or
adjournments thereof.
The shares represented by this proxy will be voted in accordance with
specifications made herein. If no specifications are made, this proxy will be
voted FOR the election of the nominees for director listed on the reverse
side of this proxy card.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees, custodians, and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If the shareholder is a
corporation, the signature should be that of an authorized officer who should
indicate his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
[BACK OF PROXY CARD]
Please mark your votes as indicated in this example /X/
PULTE CORPORATION
RECORD DATE SHARES:
Please be sure to sign and date this proxy. Date______________________
________________________________ ________________________________
Shareholders sign here Co-owner sign here
1. Election of Directors for term expiring in 2000.
With- For All
For hold Except
/ / / / / /
Michael D. Hollerbach
Alan E. Schwartz / / / / / /
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominee.
2. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting.
Mark box at right if an address change or comment has been noted on the
reverse side of this card. / /
The undersigned hereby acknowledges receipt of the notice of said Annual
Meeting of Shareholders, the proxy statement relating thereto and the Annual
Report for 1996.
The undersigned hereby ratifies revokes any proxy or proxies heretofore given
to vote such stock and hereby ratifies and confirms all that said attorneys and
proxies, or other substitutes, may do by virtue hereof. If only one attorney
and proxy shall be present and acting, then that one shall have and may
exercise all the powers of said attorneys and proxies.
The signature of shareholder should correspond exactly with the name
stenciled hereon. Joint owners should sign individually. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as such.
PLEASE MARK, DATE, SIGN AND RETURN PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
