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 7, 1998
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 Thursday, May 7,
1998, at 10:00 a.m., Eastern Daylight Time, to consider and act upon the
following matters:
(1) The election of four directors.
(2) The proposal to adopt the Pulte Corporation 1997 Stock Plan
for Nonemployee Directors.
(3) Such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 12, 1998
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, 1997 accompanies this Notice.
By Order of the Board of
Directors
JOHN R. STOLLER
Secretary
Bloomfield Hills, Michigan
March 31, 1998
<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 7, 1998
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 Thursday, May 7,
1998, 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, 1998.
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 12, 1998
(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 21,304,805 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
Amount and Nature Shares of
Name and Address of Beneficial Common Stock as
of Beneficial Owner Ownership of Record Date
------------------- ----------------- ---------------
<S> <C> <C>
William J. Pulte
33 Bloomfield Hills Parkway, Suite 200
Bloomfield Hills, MI 48304 5,545,424(a) 25.9
Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153 (b) 2,228,986(b) 10.5
FMR Corp.
82 Devonshire Street
Boston, MA 02109 (c) 2,181,272(c) 10.2
Barclays Trust and Banking
Company (Japan) Ltd.
2-2 Otemachi 2-Chome
Tokyo Japan 100
Barclays Global Investors, N.A.
Barclays Global Fund Advisors
45 Fremont Street
San Francisco, CA 94105 (d) 1,169,750(d) 5.5
(a) Includes 108,025 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 5,027,249 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 January 31, 1998 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; (ii) has sole voting power over 948,250 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 419,217 shares; and (iii) has sole
dispositive power over all 2,228,986 shares.
(c) This information is based on a Schedule 13G dated February 14, 1998 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 45,172 shares and sole investment power over 2,181,272
shares; and (ii) the Boards of Trustees of the various Fidelity Fund
investment companies have sole voting control over 2,136,100 shares.
(d) This information is based on a Schedule 13G dated February 13, 1998 which
was filed by Barclays Trust and Banking Company (Japan) Ltd., Barclays
Global Investors, N.A. and Barclays Global Fund Advisors. According to
such Schedule 13G: Barclays Trust and Banking Company (Japan) Ltd. has
sole voting and investment power of 2,400 shares; Barclays Global
Investors, N.A. has sole voting power over 1,096,700 shares and sole
investment power of 1,133,852 shares; and Barclays Global Fund Advisors
has sole voting and investment power over 33,498 shares.
</TABLE>
2
<PAGE>
I. ELECTION OF DIRECTORS
The Board of Directors proposes that Debra J. Kelly-Ennis be elected as
a director of the Company to hold office until the Annual Meeting of
Shareholders in 2000 and that David N. McCammon, William J. Pulte and Francis
J. Sehn be elected as directors of the Company to hold office until the
Annual Meeting of the Shareholders in 2001 or, in each case, until his or her
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 nominee for election for a term
expiring in 2000 and the three nominees for a term expiring in 2001 receiving
the greatest number of votes cast at the meeting or its adjournment will 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
Outstanding
Shares of Shares of
Common Stock the Company's
of the Company Common Stock
Positions and Beneficially Beneficially
Name and Year Offices with the Owned Owned
First Became Company and Other as of the as of the Term
a Director Age Principal Occupations Record Date(a) Record Date to Expire
------------- --- --------------------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Nominees for Election as Directors
Debra J. Kelly-Ennis (1997) ... 41 Vice President and General Manager,
Household Products Division,
Sunbeam Corporation ...................... -0- * 2000
David N. McCammon (1997) ...... 63 Recently retired Vice President of
Finance of Ford Motor Company ............ -0- * 2001
William J. Pulte (1956) ....... 65 Chairman of the Board of the Company ....... 5,545,424(b) 25.9 2001
Francis J. Sehn (1995) ........ 79 Chief Executive Officer of the
Fran Sehn Company ........................ 1,000 * 2001
Directors Continuing in Office
Robert K. Burgess (1985) ...... 53 President and Chief Executive Officer
of the Company ........................... 284,220(c) 1.3 1999
Ralph L. Schlosstein (1996) ... 47 President of BlackRock Financial
Management, Inc .......................... -0- * 1999
Alan E. Schwartz (1972) ....... 72 Partner of the law firm of Honigman
Miller Schwartz and Cohn, which firm
serves as counsel to the Company ......... 27,500 * 2000
John J. Shea (1995) ........... 60 Recently retired Vice Chairman,
President and Chief Executive Officer
of Spiegel, Inc. ......................... -0- * 1999
(continued on next page)
3
<PAGE>
<CAPTION>
Percentage of
Outstanding
Shares of Shares of
Common Stock the Company's
of the Company Common Stock
Positions and Beneficially Beneficially
Name and Year Offices with the Owned Owned
First Became Company and Other as of the as of the Term
a Director Age Principal Occupations Record Date(a) Record Date to Expire
------------- --- --------------------- -------------- ------------- ---------
Other Executive Officers
Michael D. Hollerbach ......... 44 Executive Vice President and Chief
Financial Officer (d) .................... 41,661(e) *
Mark J. O'Brien ............... 55 Executive Vice President and Chief
Operating Officer ........................ -0- *
Michael A. O'Brien ............ 45 Senior Vice President -- Corporate
Development .............................. 16,350(f) *
All nominees for director, all continuing directors and all executive officers,
as a group (14 persons) ......................................................... 5,945,755(g) 27.3
<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 108,025 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 5,027,249 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.
(c) Includes 279,125 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) Mr. Hollerbach resigned as an officer and director of the Company,
effective January 31, 1998.
(e) Includes 41,450 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.
(f) Includes 16,250 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 in a family trust of
which Mr. O'Brien is a beneficiary.
(g) Includes 474,350 shares of Common Stock that directors and 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, 1,474 shares of
Common Stock held in an IRA account, 3,721 shares owned jointly with
spouses, and the shares owned by the various trusts referenced in (b) and
(f) above.
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
William J. Pulte inadvertently filed late a change in ownership report
with respect to one transfer to Mr. Pulte of shares of Company Common Stock
from a family trust which had been established by Mr. Pulte. However, the
total holdings of the trust and Mr. Pulte, on a combined basis, was properly
reflected in all of Mr. Pulte's prior ownership reports.
Michael A. O'Brien inadvertently filed late a change in ownership
report with respect to an exempt transaction which consisted of a transfer
of 100 shares of Company Common Stock to a family trust which had been
established by Mr. O'Brien's wife. However, the total holdings of the
trust and Mr. O'Brien, on a combined basis, was properly reflected in
all of Mr. O'Brien's prior ownership reports.
4
<PAGE>
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.
Ms. Kelly-Ennis has been Vice President and General Manager of the
Household Products Division of Sunbeam Corporation since February 1998.
Previously, she was Senior Vice President, Marketing, of Gerber Products
Company, a division of Novartis Corporation, since 1995. Prior to that, she
was Vice President, Marketing, of the Alpo Petfood Division of Grand
Metropolitan PLC. She is a director of Green Mountain Coffee, Inc.
Mr. McCammon was Vice President of Finance of Ford Motor Company until
his retirement in 1997. He is a director of Stone & Webster, Incorporated and
McDonald & Company Investments, Inc.
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. 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. 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. He is a director of Michigan Mutual Insurance Company and the
Amerisure Companies.
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 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, Inc., 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. and The
BlackRock Broad Investment Grade 2009 Term Trust, 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 Ill.
Mr. Schwartz is a partner of the law firm of Honigman Miller Schwartz
and Cohn, Detroit, Michigan, which 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 The Detroit Edison Company, DTE Energy Company, Handleman
Company and Unisys Corporation.
Mr. Shea was Vice Chairman of the Board of Directors, President and
Chief Executive Officer of Spiegel, Inc., an international multichannel
specialty retailer, until his retirement in 1997. Mr. Shea is a director of
Nalco, Inc.
5
<PAGE>
During 1997, the Board of Directors held seven meetings and acted by
written consent on six other occasions.
Committees Of The Board Of Directors
The Company has a standing Audit Committee, the current members of
which are Debra J. Kelly-Ennis, David N. McCammon and Ralph L. Schlosstein.
During 1997, 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 1997, the Compensation
Committee met five times 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 and Alan E. Schwartz. During
1997, the Nominating Committee had informal discussions in lieu of meetings.
The Nominating Committee considers the 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 1999 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 30, 1998.
6
<PAGE>
Compensation Of Executive Officers And Directors
Summary Compensation Table
The following table sets forth information for each of the fiscal years
ended December 31, 1997, 1996 and 1995 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 $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------------ -----------------------
Awards (2) Payouts
---------- -------
Other All Other
Annual Shares LTIP Compen-
Name and Compen- Underlying Payouts sation
Principal Position Year Salary ($) Bonus ($) sation ($) Options (#) ($) ($)(4)
------------------ ---- ---------- --------- ---------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William J. Pulte, Chairman of 1997 400,000 650,000 -0- -0- -0- 1,500
the Board 1996 400,000 450,000 -0- -0- -0- 1,500
1995 400,000 450,000 -0- -0- -0- 1,500
Robert K. Burgess, President 1997 400,000 650,000 50,639(1) -0- 1,978,364(3) 1,500
and Chief Executive Officer 1996 400,000 450,000 -0- -0- -0- 1,500
1995 400,000 450,000 -0- 502,200 1,213,600(3) 1,500
Michael D. Hollerbach, 1997 300,000 280,000 -0- -0- 838,410(3) 1,500
Executive Vice President and 1996 300,000 280,000 -0- -0- 214,688(3) 1,500
Chief Financial Officer 1995 300,000 280,000 -0- 303,900 426,547(3) 1,500
Mark J. O'Brien, Executive Vice 1997 260,000 600,000 -0- 12,000 1,061,957(3) 1,500
President and Chief Operating 1996 250,000 500,000 -0- -0- -0- 1,500
Officer 1995 250,000 450,000 -0- 100,000 -0- 1,500
Michael A. O'Brien, Senior Vice 1997 200,000 200,000 -0- -0- -0- 1,500
President -- Corporate 1996 175,000 150,000 -0- -0- -0- 1,200
Development 1995 160,000 120,000 -0- 90,000 -0- 900
(1) The amount shown for Mr. Burgess for 1997 includes $38,149 for the
payment of a one-time fee for a country club membership.
(2) Grants shown for 1995 consist of (i) options granted on January 17, 1995
in respect of the executive's performance in 1994 and (ii) options
granted on December 13, 1995.
(3) Represents profits realized on sales of Common Stock following exercise
of stock options with respect to such Common Stock.
(4) The entire amount shown represents Company matching contributions
allocated to the executive officer for such year under the Company's
401(k) Plan.
</TABLE>
7
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information concerning individual grants
of stock options made during the fiscal year ended December 31, 1997 to each
of the executive officers of the Company named in the Summary Compensation
Table above:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
---------------------------------------------------------------------------------- Annual Rates of Stock
Shares Price Appreciation
Underlying % of Total Options Exercise for Option Term
Options Granted to Employees Price Expiration ---------------------
Name Granted(#) in Fiscal Year ($/Sh) Date 5%($)(2) 10%($)(2)
---- ---------- -------------------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William J. Pulte -0- -0- -- -- -- --
Robert K. Burgess -0- -0- -- -- -- --
Michael D. Hollerbach -0- -0- -- -- -- --
Mark J. O'Brien 6,000 (1) 3.2 36.75 10/31/04 89,820 209,220
3,000 (1) 1.6 36.75 10/31/05 52,680 126,090
3,000 (1) 1.6 36.75 10/31/06 60,840 149,730
Michael A. O'Brien -0- -0- -- -- -- --
(1) These options were granted on October 31, 1997 to Mr. O'Brien in
recognition of his change in responsibilities upon becoming the Company's
Executive Vice President and Chief Operating Officer. The options were
granted at an exercise price equal to the market price of the Common
Stock on the grant date. Fifty percent of the options become exercisable
on October 31, 1999, and an additional 25% become exercisable on each of
the next two anniversary dates. Each option is exercisable for five years
from the date of initial exercisability.
(2) A 5% annual compounded increase in the Company's stock price from the
date of the grant to the end of the term of each vested option would
result in stock prices of $51.72 for the options expiring in 2004, $54.31
for the options expiring in 2005, and $57.03 for the options expiring in
2006. A 10% annual compounded increase in the Company's stock price from
the date of the grant to the end of the term of each vested option would
result in stock prices of $71.62 for the options expiring in 2004, $78.78
for the options expiring in 2005, and $86.66 for the options expiring in
2006. The amounts set forth in the table represent the cumulative
realizable values of the options at these assumed stock prices, and
assume that the options are exercised on the respective expiration dates.
</TABLE>
8
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Value Table
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 1997 by each of the
executive officers named in the Summary Compensation Table above and the
value of unexercised options held by such persons as of December 31, 1997:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Shares Shares Underlying Unexercised In-the-Money
Acquired Options at FY-End (#) Options at FY-End ($)
on Value ----------------------------- --------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William J. Pulte -0- -0- 76,875 47,725 454,607 162,559
Robert K.Burgess 64,800 1,978,364 222,425 524,375 3,693,581 2,390,640
Michael D. Hollerbach 82,175 838,410 20,700 156,725 10,325 836,875
Mark J. O'Brien 30,600 1,061,957 -0- 112,000 -0- 700,129
Michael A. O'Brien -0- -0- 10,000 95,000 41,913 596,385
</TABLE>
Compensation of Directors
Under the Company's standard arrangements, each nonemployee 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).
Nonemployee directors will also be entitled to receive annual grants of
(i) options to purchase 2,000 shares of Common Stock and (ii) 300 shares of
Common Stock in each of 1997, 1998, 1999 and 2000 under the Pulte Corporation
1997 Stock Plan for nonemployee directors, subject to shareholder approval of
the plan which is being sought at the Annual Meeting. See "II. Proposal to
Adopt the Pulte Corporation 1997 Stock Plan for Nonemployee Directors,"
below.
Employee directors of the Company do not receive any additional
compensation for services as a director.
Arrangements with Michael D. Hollerbach
Mr. Hollerbach resigned as Executive Vice President and Chief Financial
Officer and as a Director of the Company, effective January 31, 1998. In
connection with his resignation, Mr. Hollerbach and the Company entered into
an agreement pursuant to which (i) Mr. Hollerbach agreed to provide
consulting services to the Company through December 31, 1999, if required by
the Company, (ii) the Company and Mr. Hollerbach released each other from
liabilities associated with Mr. Hollerbach's employment and
9
<PAGE>
their termination of such employment, (iii) the Company agreed to pay Mr.
Hollerbach, in addition to his 1997 salary and bonus, a total of $1,215,992,
payable in various installments beginning February 1, 1998 and continuing
through January 1, 2000, (iv) Mr. Hollerbach agreed to certain
non-competition arrangements with the Company, and (v) the Company agreed to
provide certain other incidental benefits to Mr. Hollerbach.
Transactions with Francis J. Sehn Family
On December 24, 1997, the Company sold five lots located in one of its
residential developments to a limited partnership the partners of which are
Francis J. Sehn, a director of the Company, and various members of his
family. The lots are in the custom lot section of a larger Pulte development;
the other lots in this section are being marketed to other developers and to
individual buyers for construction of custom residences by builders other
than the Company. The total purchase price for the five lots was $1.5
million. The price was based upon the Company's listed prices for custom
lots in the development and was developed based upon comparables in the
market, appraisal data, development costs and other relevant factors used
in determining prices for other lots in the custom lot section of the
development. The Company recorded a normal land sale profit on the
transaction.
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.
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 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, 1997, 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 1997 pre-tax
10
<PAGE>
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 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. These performance thresholds were recently
modified by the Compensation Committee in order to better reflect the manner
in which the Company conducts its business and to better match the
participants' awards to Company performance and shareholder value. In
general, the modified thresholds relate to "economic profit" (i.e., earnings
before interest and taxes, minus an amount which is based upon the Company's
cost of capital employed in operating its business). 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.
1997 Compensation Decisions Regarding Robert K. Burgess. The
Compensation Committee approved a $650,000 bonus for Mr. Burgess for calendar
1997. The bonus was based on the Company's financial and operational
performance. While the Company's pre-tax income and return on equity targets
were not fully achieved, the Company's financial performance was strong
compared to 1996 performance and substantially met or exceeded many of the
financial performance targets set forth in the Company's annual plan. The
Company substantially increased its closings, gross revenues and net new
orders from 1996 levels. The Company also took significant steps to ensure
profitable growth throughout the Company by completing an extensive
reorganization of business operations, resulting in reduced overhead levels
and a more streamlined operational structure. The Company also 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 1997.
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<PAGE>
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,
and provides that qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met.
The Company believes that stock options currently outstanding or
subsequently granted under the Company's existing stock option plans either
comply with Section 162(m) or are not subject to the requirements of the
statute. The Company currently intends to structure future stock option
grants in a manner that complies with Section 162(m). As a result of the
modifications to the Long-Term Compensation Plan described in "Long-Term
Compensation" above, the Long-Term Compensation Plan may not qualify for the
exception for performance-based compensation under Section 162(m). 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.
By The Compensation Committee
Francis J. Sehn
John J. Shea
12
<PAGE>
Performance Graph
The following line graph compares for the fiscal years ended
December 31, 1993, 1994, 1995, 1996 and 1997 (i) the yearly cumulative total
shareholder return (i.e., the change in share price plus the cumulative
amount of dividends, assuming dividend reinvestment, dividend 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):
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* Among Pulte
Corporation, S&P 500 Index and Peer Index
Fiscal Year Ending December 31
[performance graph]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Pulte Corporation 100 121.2 77.6 114.5 105.6 144.6
S&P 500 Index 100 110.0 111.5 153.4 188.6 251.6
Peer Index** 100 128.3 77.5 155.2 112.7 164.3
</TABLE>
* Assumes $100 invested on January 1, 1992 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. has been excluded from the index as it ceased to be publicly
traded following its having been acquired in 1995.
13
<PAGE>
II. PROPOSAL TO ADOPT THE PULTE CORPORATION
1997 STOCK PLAN FOR NONEMPLOYEE DIRECTORS
The Board of Directors proposes that the shareholders approve the Pulte
Corporation 1997 Stock Plan for Nonemployee Directors (the "Plan"). The Plan
is designed to facilitate attracting and retaining highly qualified
nonemployee directors and to align the interests of the Company's nonemployee
directors more closely with the interests of the Company's shareholders. The
Plan was adopted by the Board of Directors, effective May 9, 1997, subject to
shareholder approval.
Under the Plan, each new nonemployee director will receive, on his or
her election or appointment to the Board, (i) a one-time grant of an option
to purchase 2,000 shares of Common Stock and (ii) 300 shares of Common Stock.
In addition, each nonemployee director who is in office on June 1, 1998, 1999
and/or 2000, will receive, on such date, (i) options to purchase 2,000 shares
of Common Stock and (ii) 300 shares of Common Stock. Each nonemployee
director also received, subject to shareholder approval of the Plan, a
one-time grant of options to purchase 2,000 shares of Common Stock and 300
shares of Common Stock; these grants were made on June 1, 1997 with respect
to David N. McCammon, Ralph L. Schlosstein, Alan E. Schwartz, Francis J. Sehn
and John J. Shea, and on September 10, 1997 with respect to Debra J.
Kelly-Ennis. The maximum number of shares authorized under the Plan is
66,700.
Each option granted and to be granted under the Plan is (or will be)
(i) a nonqualified option; (ii) granted at the fair market value of the
Common Stock on the grant date; (iii) exercisable in full on the date of
grant; (iv) exercisable for 10 years from the grant date; and (v) exercisable
by the payment of cash, the exchange of previously acquired shares of Common
Stock, the Company's retaining from the shares to be issued shares with a
purchase price equal to the fair market value of the shares with respect to
which the option is being exercised, or a combination of the foregoing.
Shares of Common Stock granted under the Plan are not subject to any risk of
forfeiture.
The maximum number of shares of Common Stock underlying the options
which may be granted and shares of Common Stock which may be issued to any
nonemployee director and to all six nonemployee directors under the Plan is
set forth in the following table:
<TABLE>
<CAPTION>
Pulte Corporation 1997 Stock Plan for Nonemployee Directors (1)
- ------------------------------------------------------------------------------
Shares Shares
Underlying of Common
Position Options Stock Issued
-------- ---------- ------------
<S> <C> <C>
Each individual nonemployee director(2) .......... 8,000 1,200
All six nonemployee directors as a group(2)(3) ... 48,000 7,200
<FN>
(1) The dollar value of these benefits cannot be determined at this time. The
maximum number of shares authorized under the plan is 66,700.
(2) Assumes each nonemployee director remains in office through June 1, 2000.
(3) Assumes no change in the number of nonemployee directors.
</TABLE>
The full text of the Plan is set forth as Appendix A to this Proxy
Statement. The major features of the Plan are summarized above, but this
summary is qualified in its entirety by reference to the actual text.
The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or by proxy at the Annual Meeting will be
necessary to adopt the Plan. Abstentions, withheld votes and
14
<PAGE>
broker non-votes will not be deemed votes cast in determining approval of
this proposal, but they will be counted for purposes of determining whether a
quorum is present. The Company expects that its officers and directors who
are also shareholders will vote for the proposal.
The Board of Directors recommends a vote FOR the proposal to adopt the
Plan. Proxies solicited by management will be so voted unless shareholders
specify in their proxies a contrary choice.
III. 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, 1998.
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 1999 must be received by the Company at
its principal executive offices, 33 Bloomfield Hills Parkway, Suite 200,
Bloomfield Hills, Michigan, 48304 by November 30, 1998.
By Order of the Board of
Directors
JOHN R. STOLLER
Secretary
March 31, 1998
15
<PAGE>
Appendix A
PULTE CORPORATION
1997 STOCK PLAN FOR NONEMPLOYEE DIRECTORS
1. Definitions. As used in the Plan, the following definitions shall
apply:
(a) "Board of Directors" means the Board of Directors of the Company.
(b) "Business Day" means any day other than a Saturday, a Sunday, a
legal holiday in Detroit, Michigan or a day on which banking institutions
located in Detroit, Michigan are authorized by law or other governmental
actions to close.
(c) "Committee" means a committee consisting of three or more members
appointed by the Board of Directors who may be, but are not required to be,
directors or employees of the Company and who shall serve from the effective
date of their appointment until such time as the Board of Directors shall
appoint a successor to any or all of such members of the Committee.
(d) "Common Stock" means the common stock of the Company, par value
$0.01 per share, or any security into which such common stock may be changed
by reason of any transaction or event of the type described in Section 9(b).
(e) "Company" means Pulte Corporation, or any successor.
(f) "Date of Grant" means the date on which a grant of Option Rights or
a grant of Stock shall become effective pursuant to the Plan.
(g) "Eligible Directors" means members of the Board of Directors who
are not employees of the Company or any Subsidiary.
(h) "Fair Market Value" shall be determined by the Committee and may be
determined by taking the mean average between the highest and the lowest
quoted selling price of the Common Stock on the New York Stock Exchange or
other market on which shares of the Common Stock are traded on the date of
determination; if there are no sales of Common Stock on the date of
determination of Fair Market Value, the determination shall be made on the
next following day on which there are such sales.
(i) "Option Right" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Section 4.
(j) "New Eligible Director" means a person who first becomes an
Eligible Director by being elected or appointed to the Board of Directors
after May 9, 1997. However, a person whose appointment or election to the
Board takes effect in March, April or May shall not be a New Eligible
Director.
(k) "Nonqualified Option" means an option to purchase Common Stock
which meets the requirements of the Plan but does not meet the definition of
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
(1) "Participant" means an Eligible Director or New Eligible Director
named in an agreement evidencing an outstanding Option Right or grant of
Stock.
A-1
<PAGE>
(m) "Plan" means the Pulte Corporation 1997 Stock Plan for Nonemployee
Directors, as amended from time to time.
(n) "Stock" means shares of Common Stock granted pursuant to Section 5.
2. Purpose of the Plan. The purpose of the Plan is to attract and
retain highly qualified persons to serve as nonemployee members of the Board
of Directors of the Company and to align the interests of such persons more
closely with the interests of the Company's shareholders.
3. Common Stock Available. The shares of Common Stock which may be sold
upon the exercise of Option Rights or awarded as Stock shall not exceed in
the aggregate 66,700 shares, subject to adjustment as provided in Sections 7
and 9.
4. Option Rights.
(a) Existing Eligible Directors. On each of June 1, 1997, 1998, 1999
and 2000 (or if any such date is not a Business Day, then on the next
following Business Day), the Committee will grant to each person who on such
date is an Eligible Director options to purchase 2,000 shares of Common
Stock, on the following terms:
(1) Each grant shall specify an option price per share equal to
the Fair Market Value per share on the Date of Grant and that
such option price shall be payable in full at the time of
exercise of the option either (A) in cash, (B) by exchanging
for the shares to be issued pursuant to the exercise of the
option previously acquired shares of the Common Stock held
for such period of time, if any, as the Board of Directors
may require and reflect in the stock option certificate
(valued at an amount equal to the Fair Market Value of such
stock on the date of exercise), (C) by the Company retaining
from the Shares to be issued upon exercise of the stock
option, that number of Shares having a Fair Market Value on
the date of exercise equal to the total exercise price of the
number of Shares with respect to which the option is
exercised, or (D) by a combination of the payment methods
specified in clauses (A), (B) and (C). The proceeds of sale
of Common Stock subject to Option Rights are to be added to
the general funds of the Company and used for the Company's
corporate purposes as the Board of Directors shall determine.
(2) Each Option Right shall be immediately exercisable in full on
the Date of Grant.
(3) Each Option Right shall be exercisable for ten years from the
Date of Grant.
(4) Each option shall be a Nonqualified Option.
(5) Each grant of Option Rights shall be evidenced by an
agreement containing such provisions as may be approved by
the Committee, executed on behalf of the Company by an
officer and delivered to and accepted by the Eligible
Director. Such agreement shall state that the option is
intended to be a Nonqualified Option.
(b) New Eligible Directors. The Committee will grant options to
purchase 2,000 shares of Common Stock to each New Eligible Director on the
following terms:
(1) The option shall be granted on the effective date of the New
Eligible Director's election or appointment to the Board of
Directors (or if such date is not a Business Day, the grant
date will be the next following Business Day).
A-2
<PAGE>
(2) The grant shall be on the terms set forth in clauses (1)
through (5) of Section 4(a).
(3) Each New Eligible Director who receives options pursuant to
this Section 4(b) will also receive options under Section
4(a) beginning on the June 1 immediately after he or she has
become a New Eligible Director and until he or she ceases to
be an Eligible Director.
5. Stock. On each date that options are granted to Eligible Directors
or New Eligible Directors pursuant to Section 4(a) or Section 4(b), as
applicable, the Committee will grant 300 shares of Stock to each Eligible
Director or New Eligible Director to whom options have been granted on such
date. Each such grant shall be on the following terms:
(a) Each such grant shall constitute an immediate transfer of the
ownership of 300 shares of Stock to the Participant in
consideration of the performance of services and shall
entitle such Participant to voting, dividend and other
ownership rights without any risk of forfeiture or
restrictions on transfer.
(b) Each such grant will be made without additional consideration
by such Participant.
6. Administration of the Plan.
(a) Generally. The Plan shall be administered by the Board of
Directors, which may from time to time delegate all or any part of its
authority to a Committee. A majority of the Board of Directors or the
Committee, if applicable, shall constitute a quorum, and the action of the
members present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the Board of Directors
or the Committee, as applicable. The Board of Directors or the Committee may
make such rules and establish such procedures for the administration of the
Plan as it deems appropriate to carry out the purpose of the Plan.
(b) Interpretation and Construction. The interpretation and
construction by the Board of Directors or the Committee of any provision of
the Plan or of any agreement, notification or document evidencing the grant
of Option Rights or Stock and any determination by the Board of Directors or
the Committee pursuant to any provision of the Plan or of any such agreement,
notification or document, made in good faith, shall be final and conclusive.
No member of the Board of Directors or the Committee shall be liable for any
such action or determination made in good faith.
7. Amendment and Termination.
(a) Amendment of the Plan. The Plan may be amended from time to time by
the Board of Directors in any respect, provided, however, that without
further approval by the shareholders of the Company, no amendment may
increase the maximum number of shares specified in Section 3 (except that
adjustments authorized by Section 9(b) shall not be limited by this
provision).
(b) Amendment of the Agreements. The Board of Directors may cancel or
amend any agreement evidencing Option Rights granted under the Plan provided
that (1) the terms and conditions of each such agreement as amended are not
inconsistent with the Plan and (2) except as provided in Section 9(b), the
option price per share may not be increased or decreased following the Date
of Grant of the related Option Right.
A-3
<PAGE>
(c) Automatic Termination. The Plan will terminate at midnight on June
1, 2007 unless earlier terminated by the Board of Directors. However, Option
Rights granted on or before that date may extend beyond that date.
8. Investment Purpose. If the Committee in its sole discretion
determines that as a matter of law such procedure is or may be desirable, it
may require a Participant, upon any acquisition of Common Stock under the
Plan (whether by reason of the exercise of stock options or the award of
Stock) and as a condition to the Company's obligation to issue or deliver
certificates representing such shares, to execute and deliver to the Company
a written statement, in form satisfactory to the Committee, representing and
warranting that the Participant's acquisition of shares of Common Stock shall
be for such person's own account, for investment and not with a view to the
resale or distribution thereof and that any subsequent offer for sale or sale
of any such shares shall be made either pursuant to (a) a registration
statement on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), which registration statement has become effective and
is current with respect to the shares being offered and sold, or (b) a
specific exemption from the registration requirements of the Securities Act,
but in claiming such exemption the Participant shall, prior to any offer for
sale or sale of such shares, obtain a favorable written opinion from counsel
for or approved by the Company as to the availability of such exemption. The
Company may endorse an appropriate legend referring to the foregoing
restriction upon the certificate or certificates representing any shares of
Common Stock issued or transferred to a Participant under the Plan.
9. Miscellaneous.
(a) Transferability. Except as otherwise provided in any agreement
evidencing Option Rights, no Option Right shall be transferable by a
Participant other than (a) by will or the laws of descent and distribution
and (b) to the Participant's children and to trusts for their benefit. Option
Rights shall be exercisable during the Participant's lifetime only by the
Participant or a transferee permitted by clause (b) of the preceding
sentence.
(b) Adjustments. The Board of Directors may make or provide for such
adjustments in the exercise price, sale price and the number or kind of
shares of the Company's Common Stock or other securities covered by
outstanding Option Rights as the Board of Directors in its sole discretion,
exercised in good faith, may determine is equitably required to prevent
dilution or enlargement of the rights of Participants that would otherwise
result from (1) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (2)
any merger, consolidation, separation, reorganization or partial or complete
liquidation, or (3) any other corporate transaction or event having an effect
similar to any of the foregoing. The Board of Directors may also make or
provide for such adjustments in the number or kind or shares of the Company's
Common Stock or other securities which may be sold or transferred under the
Plan (including the maximum number of shares specified in Section 3) and in
the maximum number of shares that may be purchased or received by any person,
as the Board of Directors in its sole discretion, exercised in good faith,
may determine is appropriate to reflect any event of the type described in
clauses (1), (2) and/or (3) of the preceding sentence.
(c) Fractional Shares. The Company shall not be required to sell or
transfer any fractional share of Common Stock pursuant to the Plan. The Board
of Directors may provide for the elimination of fractions or for the
settlement of fractions in cash.
A-4
<PAGE>
(d) No Shareholder Rights. A Participant shall have no rights as a
shareholder with respect to any shares of Common Stock issued upon the
exercise of an Option Right until such time as the Option Right is exercised
and such shares of Common Stock are issued.
(e) No Right to Continue as a Director. Neither the existence of the
Plan nor any action taken under the Plan shall be construed as giving any
Participant any right to continue to serve as a member of the Board of
Directors.
(f) Invalidity of Provisions. Should any part of the Plan for any
reason be declared by any court of competent jurisdiction to be invalid, such
decision shall not affect the validity of any remaining portion, which
remaining portion shall continue in full force and effect as if the Plan had
been adopted with the invalid portion hereof eliminated, it being the
intention of the Company that it would have adopted the remaining portion of
the Plan without including any such parts, parts or portion which may for any
reason be hereafter declared invalid.
(g) Effective Date. The Plan will become effective on May 9, 1997,
subject to approval at the Company's 1998 Annual Meeting of Shareholders.
Grants of Option Rights and Stock under the Plan will be conditioned upon
receipt of such approval and no Option Right granted under the Plan may be
exercised, and no Stock granted under the Plan may be sold, until such
shareholder approval has been obtained.
A-5
<PAGE>
[FRONT OF PROXY CARD]
PULTE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PULTE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 7, 1998
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 7, 1998, 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 and FOR the proposal to adopt the Company's Stock
Plan for Nonemployee Directors.
PLEASE MARK, DATE AND SIGN, AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be
that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------- -------------------------
- ------------------------- -------------------------
- ------------------------- -------------------------
<PAGE>
[BACK OF PROXY CARD]
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE /X/
PULTE CORPORATION
The undersigned hereby acknowledges receipt of the notice of said Annual
Meeting of Shareholders, the proxy statement relating thereto and the Annual
Report for 1997.
The undersigned hereby 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.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date______________________
- -------------------------------- --------------------------------
Shareholders sign here Co-owner sign here
1. The election of Director for term expiring in 2000.
Debra J. Kelly-Ennis (first-time nominee)
The election of Directors for terms expiring in 2001.
David N. McCammon (first-time nominee)
William J. Pulte
Francis J. Sehn For All With- For All
Nominees hold Except
/ / / / / /
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 name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. Proposal to adopt the Company's Stock For Against Abstain
Plan for Nonemployee Directors. / / / / / /
3. 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. / /
DETACH CARD DETACH CARD
