<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] 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:
- --------------------------------------------------------------------------------
[ ] Fee 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:
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<PAGE> 2
PULTE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1999
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
103, 811 West Square Lake Road, Troy, Michigan, on Thursday, May 6, 1999, at
10:00 a.m., Eastern Daylight Time, to consider and act upon the following
matters:
(1) The election of three directors.
(2) Such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 11, 1999 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, 1998 accompanies this Notice.
By Order of the Board of Directors
JOHN R. STOLLER
Secretary
Bloomfield Hills, Michigan
March 31, 1999
<PAGE> 3
PULTE CORPORATION
33 BLOOMFIELD HILLS PARKWAY, SUITE 200
BLOOMFIELD HILLS, MICHIGAN 48304
------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1999
GENERAL INFORMATION
The Annual Meeting of Shareholders of Pulte Corporation (the "Company")
will be held at the Michigan State University Management Education Center, Room
103, 811 West Square Lake Road, Troy, Michigan, on Thursday, May 6, 1999, 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, 1999.
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 11, 1999 (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
43,244,180 shares of Common Stock.
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
SHARES OF COMMON STOCK
NAME AND ADDRESS AMOUNT AND NATURE AS OF MARCH 12, 1999
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (THE "OWNERSHIP DATE")
------------------- ----------------------- ----------------------
<S> <C> <C>
William J. Pulte..................................... 10,862,113(a) 25.1
33 Bloomfield Hills Parkway, Suite 200
Bloomfield Hills, MI 48304
FMR Corp. ........................................... 3,038,744(b) 7.0
82 Devonshire Street
Boston, MA 02109(b)
</TABLE>
- ---------------
(a) Includes 249,200 shares of Common Stock that Mr. Pulte has the right to
acquire within 60 days of March 12, 1999 (the "Ownership Date") pursuant to
the Company's stock option plans, 947,276 shares of Common Stock that Mr.
Pulte directly owns jointly with his wife, 9,631,980 shares of Common Stock
which are owned by various testamentary trusts of which Mr. Pulte is the
sole trustee and income beneficiary, and 33,657 shares of Common Stock
representing Mr. Pulte's share of the Common Stock held by the Pulte
Corporation Stock Fund of the Pulte Home Corporation Investment Savings Plus
Plan (401(k) plan) as of the Ownership Date. Mr. Pulte has voting power but
not investment power with respect to nine of these shares of Common Stock
held by the Pulte Corporation Stock Fund. Mr. Pulte
<PAGE> 4
owns units of the Pulte Corporation Stock Fund. The Fund consists of cash
and Common Stock in amounts that vary from time to time.
(b) This information is based on a Schedule 13G dated February 1, 1999 which was
filed by FMR Corp. on behalf of itself, Fidelity Management & Research
Company, Fidelity Magellan Fund, 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 82,844 shares and sole investment power
over 3,038,744 shares; and (ii) the Boards of Trustees of the various
Fidelity Fund investment companies have sole voting control over 2,955,900
shares.
I. ELECTION OF DIRECTORS
The Board of Directors proposes that Robert K. Burgess, Ralph L.
Schlosstein and John J. Shea be elected as directors of the Company to hold
office until the Annual Meeting of the Shareholders in 2002 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 three nominees for a term expiring in
2002 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
POSITIONS AND OF THE COMPANY COMMON STOCK
OFFICES WITH THE BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME AND YEAR COMPANY AND OTHER AS OF THE AS OF THE TERM
FIRST BECAME A DIRECTOR AGE PRINCIPAL OCCUPATIONS OWNERSHIP DATE(A) OWNERSHIP DATE TO EXPIRE
----------------------- --- --------------------- ------------------ ------------------ ---------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS DIRECTORS
Robert K. Burgess (1985).......... 54 Chairman of the Board and
Chief Executive Officer of
the Company 741,061(b) 1.7 2002
Ralph L. Schlosstein (1996)....... 48 President of BlackRock,
Inc. 14,200(c) * 2002
John J. Shea (1995)............... 61 Retired Vice Chairman,
President and Chief
Executive Officer of
Spiegel, Inc. 9,200(d) * 2002
DIRECTORS CONTINUING IN OFFICE
Debra J. Kelly-Ennis (1997)....... 42 Brand Manager, Truck
Division, General Motors
Corporation 10,004(e) * 2000
David N. McCammon (1997).......... 64 Retired Vice President of
Finance of Ford Motor
Company 9,200(f) * 2001
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
SHARES OF SHARES OF
COMMON STOCK THE COMPANY'S
POSITIONS AND OF THE COMPANY COMMON STOCK
OFFICES WITH THE BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME AND YEAR COMPANY AND OTHER AS OF THE AS OF THE TERM
FIRST BECAME A DIRECTOR AGE PRINCIPAL OCCUPATIONS OWNERSHIP DATE(A) OWNERSHIP DATE TO EXPIRE
----------------------- --- --------------------- ------------------ ------------------ ---------
<S> <C> <C> <C> <C> <C>
William J. Pulte (1956)........... 66 Chairman of the Executive
and Nominating Committee
of the Board of Directors
of the Company 10,862,113(g) 25.1 2001
Alan E. Schwartz (1972)........... 73 Partner of the law firm of
Honigman Miller Schwartz
and Cohn, which firm
serves as counsel to the
Company 64,200(h) * 2000
Francis J. Sehn (1995)............ 80 Chief Executive Officer of
the Fran Sehn Company 11,200(i) * 2001
OTHER EXECUTIVE OFFICERS
Roger A. Cregg.................... 42 Senior Vice President and
Chief Financial Officer of
the Company 5,250(j) *
Mark J. O'Brien................... 56 President and Chief
Operating Officer of the
Company 63,821(k) *
Michael A. O'Brien................ 46 Senior Vice President --
Corporate Development of
the Company 85,378(l) *
All nominees for director, all continuing directors and all
executive officers, as a group (15 persons)....................... 12,033,143(m) 27.8
</TABLE>
- ---------------
* 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 709,100 shares of Common Stock that Mr. Burgess has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans, 2,948 shares of Common Stock held in an IRA account for the
benefit of Mr. Burgess, 7,242 shares of Common Stock owned by Mr. Burgess
jointly with his wife, and 21,771 shares of Common Stock representing Mr.
Burgess's share of the Common Stock held by the Pulte Corporation Stock Fund
of the Pulte Home Corporation Investment Savings Plus Plan (401(k) plan) as
of the Ownership Date. Mr. Burgess has voting power but not investment power
with respect to nine of these shares of Common Stock held by the Pulte
Corporation Stock Fund. Mr. Burgess owns units of the Pulte Corporation
Stock Fund. The Fund consists of cash and Common Stock in amounts that vary
from time to time.
(c) Includes 8,000 shares of Common Stock that Mr. Schlosstein has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans. In addition to the shares listed above, Mr. Schlosstein has
acquired phantom stock units that are to be settled in cash under Pulte
Corporation Deferred Compensation Agreements for Non-employee Directors. As
of the Ownership Date, Mr. Schlosstein owned 4,848 phantom stock units under
these agreements.
(d) Includes 4,000 shares of Common Stock that Mr. Shea has the right to acquire
within 60 days of the Ownership Date pursuant to the Company's stock option
plans.
3
<PAGE> 6
(e) Includes 8,000 shares of Common Stock that Ms. Kelly-Ennis has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans. In addition to the shares listed above, Ms. Kelly-Ennis has
acquired phantom stock units that are to be settled in cash under Pulte
Corporation Deferred Compensation Agreements for Non-employee Directors. As
of the Ownership Date, Ms. Kelly-Ennis owned 290 phantom stock units under
these agreements.
(f) Includes 8,000 shares of Common Stock that Mr. McCammon has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans. In addition to the shares listed above, Mr. McCammon has
acquired phantom stock units that are to be settled in cash under Pulte
Corporation Deferred Compensation Agreements for Non-employee Directors. As
of the Ownership Date, Mr. McCammon owned 1,315 phantom stock units under
these agreements.
(g) Includes 249,200 shares of Common Stock that Mr. Pulte has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans, 947,276 shares of Common Stock that Mr. Pulte directly owns
jointly with his wife, 9,631,980 shares of Common Stock which are owned by
various testamentary trusts of which Mr. Pulte is the sole trustee and
income beneficiary, and 33,657 shares of Common Stock representing Mr.
Pulte's share of the Common Stock held by the Pulte Corporation Stock Fund
of the Pulte Home Corporation Investment Savings Plus Plan (401(k) plan) as
of the Ownership Date. Mr. Pulte has voting power but not investment power
with respect to nine of these shares of Common Stock held by the Pulte
Corporation Stock Fund. Mr. Pulte owns units of the Pulte Corporation Stock
Fund. The Fund consists of cash and Common Stock in amounts that vary from
time to time.
(h) Includes 8,000 shares of Common Stock that Mr. Schwartz has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans.
(i) Includes 4,000 shares of Common Stock that Mr. Sehn has the right to acquire
within 60 days of the Ownership Date pursuant to the Company's stock option
plans. In addition to the shares listed above, Mr. Sehn has acquired phantom
stock units that are to be settled in cash under Pulte Corporation Deferred
Compensation Agreements for Non-employee Directors. As of the Ownership
Date, Mr. Sehn owned 1,402 phantom stock units under these agreements.
(j) Includes 5,250 shares of Common Stock held in an IRA account for the benefit
of Mr. Cregg.
(k) Includes 60,000 shares of Common Stock that Mr. O'Brien has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans and 3,821 shares of Common Stock representing Mr. O'Brien's
share of the Common Stock held by the Pulte Corporation Stock Fund of the
Pulte Home Corporation Investment Savings Plus Plan (401(k) plan) as of the
Ownership Date. Mr. O'Brien has voting power but not investment power with
respect to nine of these shares of Common Stock held by the Pulte
Corporation Stock Fund. Mr. O'Brien owns units of the Pulte Corporation
Stock Fund. The Fund consists of cash and Common Stock in amounts that vary
from time to time.
(l) Includes 83,000 shares of Common Stock that Mr. O'Brien has the right to
acquire within 60 days of the Ownership Date pursuant to the Company's stock
option plans, 200 shares of Common Stock owned in a family trust of which
Mr. O'Brien is a beneficiary, and 2,178 shares of Common Stock representing
Mr. O'Brien's share of the Common Stock held by the Pulte Corporation Stock
Fund of the Pulte Home Corporation Investment Savings Plus Plan (401(k)
plan) as of the Ownership Date. Mr. O'Brien has voting power but not
investment power with respect to nine of these shares of Common Stock held
by the Pulte Corporation Stock Fund. Mr. O'Brien owns units of the Pulte
Corporation Stock Fund. The Fund consists of cash and Common Stock in
amounts that vary from time to time.
(m) Includes 1,297,300 shares of Common Stock that directors and executive
officers of the Company have the right to acquire within 60 days of the
Ownership Date pursuant to the Company's stock option plans, 8,399 shares of
Common Stock held in IRA accounts, 954,518 shares owned jointly with
spouses, the shares owned by various trusts referenced in (g) and (l) above,
and 62,742 shares of Common Stock representing the executives' share of the
Common Stock held by the Pulte Corporation Stock Fund of the Pulte Home
Corporation Investment Savings Plus Plan (401(k) plan) as of the Ownership
Date. The executive officers have voting power but not investment power with
respect to 72 of these shares of Common Stock held by the Pulte Corporation
Stock Fund. They own units of the Pulte Corporation
4
<PAGE> 7
Stock Fund. The Fund consists of cash and Common Stock in amounts that vary
from time to time. In addition to the shares listed above, directors as of
the Ownership Date owned 7,855 phantom stock units as referenced in (c),
(e), (f), and (i) above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Ms. Kelly-Ennis inadvertently filed a late report with respect to a total
of 800 shares of Company Common Stock reflecting three separate purchases and
the dividends therefrom reinvested in the Stock.
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. Burgess was appointed Chairman of the Board of Directors of the Company
in January 1999. He has served as Chief Executive Officer of the Company since
January 1993, and served as President of the Company from October 1985 to
January 1999. He is a director of the Amerisure Companies.
Mr. Schlosstein is President of BlackRock, Inc., an investment management
firm. Mr. Schlosstein is a 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 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., The BlackRock Broad Investment Grade 2009 Term
Trust, Inc. and The BlackRock High Yield Trust, Inc.
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 1998. Mr. Shea is a director of Nalco, Inc.
Ms. Kelly-Ennis has been Brand Manager, Truck Division, of General Motors
Corporation since March 1999. Previously, she was Vice President and General
Manager of the Household Products Division of Sunbeam Corporation since 1998.
Prior to that, 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 Westminster Cracker Company.
Mr. McCammon was Vice President of Finance of Ford Motor Company until his
retirement in 1997. He is a director of Stone & Webster, Incorporated.
Mr. Pulte was appointed Chairman of the Executive and Nominating Committee
of the Board of Directors of the Company in January 1999. Prior to that, he
served as Chairman of the Board of the Company since January 1991. Mr. Pulte
served as Co-Chairman of the Executive Committee of the Board of Directors of
the Company from April 1990 through March 1995.
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 and Handleman
Company.
Mr. Sehn is Chief Executive Officer of the Fran Sehn Company, an
international engineering consulting service.
During 1998, the Board of Directors held five meetings and acted by written
consent on two other occasions.
5
<PAGE> 8
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
1998, the Audit Committee held three 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 1998, the Compensation
Committee met six 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 Executive and Nominating Committee, the current
members of which are William J. Pulte, Robert K. Burgess, Alan E. Schwartz and
Francis J. Sehn. During 1998, the Executive and Nominating Committee had
informal discussions in lieu of meetings. Between meetings of the Board of
Directors, the Committee may exercise the powers and authority of the Board
except as limited by the Company's Bylaws. The Committee also considers the
performance of incumbent directors and recommends nominees for election as
directors. The 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 2000 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, 1999.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth information for each of the fiscal years
ended December 31, 1998, 1997 and 1996 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 $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- -----------------------
AWARDS PAYOUTS
OTHER ---------- --------- ALL OTHER
ANNUAL SHARES LTIP COMPEN-
NAME AND COMPEN- UNDERLYING PAYOUTS SATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) OPTIONS(#) ($) ($)(4)
------------------ ---- --------- -------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William J. Pulte................. 1998 565,385 1,150,000 -0- -0- -0- 1,500
Chairman of the Executive and 1997 400,000 650,000 -0- -0- -0- 1,500
Nominating Committee of the 1996 400,000 450,000 -0- -0- -0- 1,500
Board
Robert K. Burgess................ 1998 565,385 1,150,000 -0- -0- 3,124,112(3) 1,500
Chairman of the Board and 1997 400,000 650,000 50,639(2) -0- 1,978,364(3) 1,500
Chief Executive Officer 1996 400,000 450,000 -0- -0- -0- 1,500
Mark J. O'Brien.................. 1998 375,000 819,500 -0- -0- -0- 1,500
President and Chief Operating 1997 260,000 600,000 -0- 24,000 1,061,957(3) 1,500
Officer 1996 250,000 500,000 -0- -0- -0- 1,500
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- -----------------------
AWARDS 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>
Roger A. Cregg................... 1998 294,231 275,000 -0- 100,000 -0- 148,153
Senior Vice President and 1997 -- -- -- -- -- --
Chief Financial Officer(1) 1996 -- -- -- -- -- --
Michael A. O'Brien............... 1998 247,692 260,000 -0- -0- 92,119(3) 1,500
Senior Vice President -- 1997 200,000 200,000 -0- -0- -0- 1,500
Corporate Development 1996 175,000 150,000 -0- -0- -0- 1,200
</TABLE>
- ---------------
(1) Mr. Cregg joined the Company in January 1998.
(2) The amount shown for Mr. Burgess for 1997 includes $38,149 for the payment
of a one-time fee for a country club membership.
(3) Represents profits realized on sales of Common Stock following exercise of
stock options with respect to such Common Stock.
(4) Except for Mr. Cregg, 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 for Mr. Cregg also includes $147,853
paid to him in 1998 as reimbursement in connection with his relocation in
1998.
Option Grants in Last Fiscal Year
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended December 31, 1998 to each of the
executive officers of the Company named in the Summary Compensation Table above:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------ ANNUAL RATES OF STOCK
SHARES PRICE APPRECIATION
UNDERLYING % OF TOTAL OPTIONS EXERCISE FOR OPTION TERM
OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION ---------------------
NAME GRANTED(#) IN FISCAL YEAR ($/SH) DATE 5%($)(1) 10%($)(1)
---- ---------- -------------------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William J. Pulte.............. -0- -0- -- -- -- --
Robert K. Burgess............. -0- -0- -- -- -- --
Mark J. O'Brien............... -0- -0- -- -- -- --
Roger A. Cregg................ 50,000 25.15 21.795 1/20/05 443,750 1,033,750
25,000 12.58 21.795 1/20/06 260,125 623,125
25,000 12.58 21.795 1/20/07 300,375 739,875
Michael A. O'Brien............ -0- -0- -- -- -- --
</TABLE>
- ---------------
(1) 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 $30.67 for the options expiring in 2005, $32.20 for the
options expiring in 2006, and $33.81 for the options expiring in 2007. 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 $42.47 for the options expiring in 2005, $46.72 for the options
expiring in 2006, and $51.39 for the options expiring in 2007. The amounts
set forth in the table represent the cumulative realizable values of the
options at these assumed stock prices, and assume that the options are
exercised on the respective expiration dates.
7
<PAGE> 10
Aggregated Option Exercises and Fiscal Year-End Option Value Table
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 1998 by each of the
executive officers named in the Summary Compensation Table above and the value
of unexercised options held by such persons as of December 31, 1998:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William J. Pulte............ -0- -0- 216,050 33,150 2,117,867 239,799
Robert K. Burgess........... 173,400 3,124,112 384,850 935,350 5,141,688 9,708,835
Mark J. O'Brien............. -0- -0- -0- 224,000 -0- 2,264,000
Roger A. Cregg.............. -0- -0- -0- 100,000 -0- 617,375
Michael A. O'Brien.......... 10,000 92,119 22,500 177,500 236,609 1,795,440
</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).
Non-employee directors will also be entitled to receive annual grants of
(i) options to purchase 4,000 shares of Common Stock and (ii) 600 shares of
Common Stock in each of 1999 and 2000 under the Pulte Corporation 1997 Stock
Plan for Non-employee Directors. Employee directors of the Company do not
receive any additional compensation for services as a director.
Transactions with Robert K. Burgess
In 1998, the Company sold a home located in one of its residential
developments to Robert K. Burgess, the Chairman of the Board and Chief Executive
Officer of the Company, as well as a director of the Company. The price of the
home was based on the Company's standard price list.
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
8
<PAGE> 11
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.
In establishing bonuses for the executive officers in 1998, the
Compensation Committee and the Board of Directors took into account the
strategic and operational accomplishments of the individual and the Company, the
Company's performance against Board-approved financial plans; and certain
industry comparisons. 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 Chief Executive Officer based on his evaluation 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. In general, the
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.
1998 Compensation Decisions Regarding Robert K. Burgess. The Compensation
Committee approved a $1,150,000 bonus for Mr. Burgess for calendar 1998. The
bonus was based on the Company's financial and operational performance. The
Company substantially increased its gross revenues, net income, return on
equity, closings and net new orders from 1997 levels. The Company also made
considerable progress in the implementation of various process improvement
methodologies and certain key business initiatives. In addition, the Company
completed several key strategic acquisitions. Mr. Burgess did not participate in
the approval of his own compensation, but did participate in the discussion of
the Company's performance for 1998.
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.
9
<PAGE> 12
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 certain
modifications to the Long-Term Compensation Plan, the Long-Term Compensation
Plan may not qualify for the exception for performance-based compensation under
Section 162(m). The discretionary annual bonuses paid to executive officers with
respect to 1998, as described under "Bonuses" above, were not structured 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." Although 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 Compensation Committee may in the future
structure all or a portion of the bonus compensation for certain executive
officers to comply with Section 162(m).
By the Compensation Committee
Francis J. Sehn
John J. Shea
10
<PAGE> 13
PERFORMANCE GRAPH
The following line graph compares for the fiscal years ended December 31,
1994, 1995, 1996, 1997 and 1998 (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>
PULTE CORPORATION S&P 500 INDEX PEER INDEX**
----------------- ------------- ------------
<S> <C> <C> <C>
'1993' 100.00 100.00 100.00
'1994' 64.00 101.00 60.00
'1995' 95.00 139.00 90.00
'1996' 87.00 171.00 89.00
'1997' 119.00 229.00 129.00
'1998' 160.00 294.00 156.00
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pulte Corporation 100 64 95 87 119 160
- ------------------------------------------------------------------------------------------------------------
S&P 500 Index 100 101 139 171 229 294
- ------------------------------------------------------------------------------------------------------------
Peer Index** 100 60 90 89 129 156
- ------------------------------------------------------------------------------------------------------------
</TABLE>
* Assumes $100 invested on January 1, 1993 and the reinvestment of dividends.
** Includes Centex Corporation, D.R. Horton Inc., Del Webb Corporation,
Hovnanian Enterprises, Inc., Kaufman & Broad Home Corporation, Lennar
Corporation, The Ryland Group, Inc., Standard Pacific Corporation, and Toll
Brothers, Inc. UDC Homes, Inc. and Continental Homes Holding Corporation,
both of which previously appeared in the index, have been excluded. UDC
Homes, Inc. ceased to be publicly traded in 1995. D. R. Horton Inc., which
acquired Continental Homes Holding Corporation in 1998, has been added to the
index.
11
<PAGE> 14
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, 1999.
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 that is intended to be presented at the Annual
Meeting of Shareholders to be held in 2000 must be received by the Company at
its principal executive offices, 33 Bloomfield Hills Parkway, Suite 200,
Bloomfield Hills, Michigan, 48304, Attention: Secretary by December 2, 1999 to
be considered for inclusion in the proxy statement and proxy relating to that
meeting. Such proposals should be sent by certified mail, return receipt
requested.
The Company must receive notice of any proposals of shareholders that are
intended to be presented at the Company's 2000 Annual Meeting of Shareholders,
but that are not intended to be considered for inclusion in the Company's proxy
statement and proxy related to that meeting, no later than February 15, 2000 to
be considered timely. Such proposals should be sent to the Company's Secretary
at the Company's principal executive offices, 33 Bloomfield Hills Parkway, Suite
200, Bloomfield Hills, MI 48304 by certified mail, return receipt requested. If
the Company does not have notice of the matter by that date, the Company's form
of proxy in connection with that meeting may confer discretionary authority to
vote on that matter, and the persons named in the Company's form of proxy will
vote the shares represented by such proxies in accordance with their best
judgment.
By Order of the Board of Directors
JOHN R. STOLLER
Secretary
March 31, 1999
12
<PAGE> 15
PHMCM-PS-99
<PAGE> 16
PULTE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PULTE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS -- MAY 6, 1999
William J. Pulte and Robert K. Burgess, and each of them, with full power of
substitution and resubstitution, are hereby authorized to represent and vote the
stock of the undersigned as the undersigned's proxy at the Annual Meeting of
Shareholders to be held May 6, 1999, 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 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 this Proxy 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 CHANGES? DO YOU HAVE ANY COMMENTS?
- --------------------------------- -----------------------------------
- --------------------------------- -----------------------------------
- --------------------------------- -----------------------------------
<PAGE> 17
PLEASE MARK VOTES
AS IN THIS EXAMPLE
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 1998.
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.
1. The Election of three Directors for terms expiring in 2002.
For All With- For All
Nominees held Except
ROBERT K. BURGESS [ ] [ ] [ ]
RALPH L. SCHLOSSTEIN [ ] [ ] [ ]
JOHN J. SHEA [ ] [ ] [ ]
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. 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. [ ]
RECORD DATE SHARES:
--------------------------
Please be sure to sign and date this Proxy. | Date: |
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| |
| |
| |
| |
- -----Shareholder sign here-------------------------Co-owner sign here-------
DETACH CARD DETACH CARD
