<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------ -----------
COMMISSION FILE NUMBER
PULTE HOME CORPORATION INVESTMENT SAVINGS PLUS
(FULL TITLE OF THE PLAN)
PULTE CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
33 BLOOMFIELD HILLS PARKWAY, SUITE 200
BLOOMFIELD HILLS, MI 48304
(248) 647-2750
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER AND
AREA CODE, OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES)
DATED: JUNE 29, 2000
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REQUIRED INFORMATION
Item 4. Financial Statements and Supplemental Schedules for the Plan
The Pulte Home Corporation Investment Savings Plus (the "Plan") is subject to
the Employee Retirement Income Security Act of 1974 ("ERISA"). In lieu of the
requirements of Items 1-3 of this Form, the Plan is filing financial statements
and supplemental schedules prepared in accordance with the financial reporting
requirements of ERISA. The Plan financial statements and supplemental schedules
have been examined by Ernst & Young LLP, Independent Auditors, and their report
is included herein.
EXHIBITS
23 Consent of Independent Auditors, Ernst & Young LLP
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Pulte Home Corporation
Investment Savings Plus
Financial Statements and Schedule
Year ended December 30, 1999 and as of December 30, 1999 and December 31, 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors................................................................4
Financial Statements
Statements of Assets Available for Plan Benefits .............................................5
Statement of Changes in Assets Available for Plan Benefits ...................................7
Notes to Financial Statements ................................................................8
Schedule
Schedule H, Line 4(i)-Schedule of Assets Held for Investment Purposes at End of Year ........13
Signatures ..................................................................................15
Exhibits
Consent of Independent Auditor...............................................................17
</TABLE>
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REPORT OF INDEPENDENT AUDITORS
Board of Directors
Pulte Home Corporation Investment
Savings Plus
We have audited the accompanying statements of assets available for plan
benefits of Pulte Home Corporation Investment Savings Plus (the "Plan") as of
December 30, 1999 and December 31, 1998, and the related statement of
changes in assets available for plan benefits for the year ended December
30, 1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets available for plan benefits of Pulte
Home Corporation Investment Savings Plus at December 30, 1999 and December
31, 1998, and the changes in its assets available for plan benefits for the
year ended December 30, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule
of assets held for investment purposes at end of year as of December 30, 1999
is presented for purposes of additional analysis and is not a required part of
the financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The Fund Information in the
statements of assets available for plan benefits is presented for purposes of
additional analysis rather than to present the assets available for benefits of
each fund. The supplemental schedule and Fund Information have been subjected
to the auditing procedures applied in our audits of the financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Detroit, Michigan
June 5, 2000
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Pulte Home Corporation
Investment Savings Plus
Statement of Assets Available for Plan Benefits, with Fund Information
December 30, 1999
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------------
YIELD
ENHANCED
SHORT-TERM VANGUARD STATE STREET VANGUARD PUTNAM
INVESTMENT WELLINGTON STABLE VALUE INSTITUTIONAL VOYAGER
CASH FUND FUND FUND INDEX FUND FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 24,198 $3,564,696 $21,918,812 $12,898,849 $ 32,356,795 $39,535,741
Receivables:
Employer contributions 38,294 85,619 389,972 178,405 618,048 578,322
Interest and dividends - - - - - -
----------------------------------------------------------------------------------------
38,294 85,619 389,972 178,405 618,048 578,322
----------------------------------------------------------------------------------------
Assets available for plan
benefits $ 62,492 $3,650,315 $22,308,784 $13,077,254 $ 32,974,843 $40,114,063
========================================================================================
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------
SELIGMAN
SMALL
CAPITALIZATION PULTE TEMPLETON
VALUE STOCK FOREIGN PARTICIPANT
FUND FUND* FUND LOANS TOTAL
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 567,879 $4,433,133 $ 7,308,861 $ 3,219,955 $125,828,919
Receivables:
Employer contributions 30,941 80,441 140,468 - 2,140,510
Interest and dividends - 7,430 - - 7,430
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30,941 87,871 140,468 2,147,940
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Assets available for plan
benefits $ 598,820 $4,521,004 $ 7,449,329 $ 3,219,955 $127,976,859
=========================================================================
</TABLE>
See accompanying notes.
* Includes nonparticipant-directed funds.
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Pulte Home Corporation
Investment Savings Plus
Statement of Assets Available for Plan Benefits, with Fund Information
December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------------
YIELD
ENHANCED
SHORT-TERM VANGUARD STATE STREET VANGUARD PUTNAM
INVESTMENT WELLINGTON STABLE VALUE INSTITUTIONAL VOYAGER
CASH FUND FUND FUND INDEX FUND FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 70,565 $3,467,986 $22,095,257 $11,950,195 $ 25,463,950 $25,943,051
Receivables:
Employer contributions - 84,682 408,191 176,421 511,355 532,412
Interest and dividends - 15,393 - - - -
----------------------------------------------------------------------------------------
- 100,075 408,191 176,421 511,355 532,412
----------------------------------------------------------------------------------------
Assets available for plan
benefits $ 70,565 $3,568,061 $22,503,448 $12,126,616 $ 25,975,305 $26,475,463
========================================================================================
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------
SELIGMAN
SMALL
CAPITALIZATION PULTE TEMPLETON
VALUE STOCK FOREIGN PARTICIPANT
FUND FUND* FUND LOANS TOTAL
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 295,644 $1,514,976 $ 5,098,906 $ 3,227,268 $ 99,127,798
Receivables:
Employer contributions 17,455 48,605 146,314 - 1,925,435
Interest and dividends - 1,740 - - 17,133
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17,455 50,345 146,314 - 1,942,568
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Assets available for plan
benefits $ 313,099 $1,565,321 $ 5,245,220 $ 3,227,268 $101,070,366
=========================================================================
</TABLE>
See accompanying notes.
* Includes nonparticipant-directed funds.
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Pulte Home Corporation
Investment Savings Plus
Statement of Changes in Assets Available for Plan Benefits
Year ended December 30, 1999
<TABLE>
<S> <C>
Additions to assets attributed to:
Contributions:
Participants (Note 1) $ 9,639,973
Employer 2,708,395
----------------
12,348,368
Net assets from merger of the Radnor Homes, Inc.
401(k) Salary Reduction Plan 716,558
Interest income on participant loans 212,287
Investment income:
Dividends 1,320,445
Interest 910,898
Net realized and unrealized appreciation
in fair value of investments 21,215,460
----------------
23,446,803
----------------
Total additions 36,724,016
Deductions from assets attributed to:
Employee withdrawals (9,811,075)
Fees and expenses (6,448)
----------------
Total deductions (9,817,523)
----------------
Net increase 26,906,493
Assets available for plan benefits at
beginning of year 101,070,366
----------------
Assets available for plan benefits at
end of year $ 127,976,859
================
</TABLE>
See accompanying notes.
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Pulte Home Corporation
Investment Savings Plus
Notes to Financial Statements
December 30, 1999
1. DESCRIPTION OF PLAN
The following brief description of Pulte Home Corporation ("Company") Investment
Savings Plus ("Plan") is provided for general information purposes only.
Participants should refer to Plan documents for more complete information. Pulte
Home Corporation is a wholly-owned subsidiary of Pulte Corporation.
GENERAL
The Plan is a defined contribution profit sharing plan for eligible employees of
the Company and affiliated subsidiaries which have adopted the Plan. The Plan is
administered by an Administrative Committee ("Committee") appointed by the
Board of Directors of the Company and is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
Plan assets are held and investment transactions are executed by U.S. Bank, as
Trustee. Effective May 1, 1998, the Plan added the Pulte Stock Fund and the
Seligman Small Capitalization Value Fund as plan investment options.
Effective January 1, 1999, the Plan merged The Radnor Homes, Inc. 401(k) Salary
Reduction Plan sponsored by Radnor Homes, Inc. (an affiliate of the Company)
into the Plan.
Effective December 30, 1999, the Plan changed its fiscal year to end on December
30 of each year. Therefore, the current Plan year is January 1, 1999 to December
30, 1999. Each of the next Plan years will be December 31 to the following
December 30.
ELIGIBILITY
All nonunion, full-time salaried and sales employees of Pulte Corporation and of
the Company and its subsidiaries that have adopted the Plan are eligible to
participate on the first day of the month coincident with or next following the
completion of six months of employment. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
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Pulte Home Corporation
Investment Savings Plus
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
CONTRIBUTIONS
Contributions to participants' accounts are effected through voluntary
reductions in their compensation. Such reductions are, in turn, paid to the Plan
by Pulte Corporation and by the Company and its subsidiaries. At the discretion
of their Boards of Directors, the Company and its subsidiaries may make
additional contributions to the accounts of Plan participants. Annual
contributions for each participant are subject to participation and
discrimination standards of Internal Revenue Code Section 401(k)(3).
For 1999 and 1998, Pulte Corporation and the Company and its subsidiaries
matched an amount on behalf of each participant for whom basic contributions
were made, based on the participant's length of service with the Company in
accordance with the following schedule:
A.) Less than one year of service: 100% of the first $300 of participant's
contributions.
B.) 1-2 years of service: 100% of the first $600 of participant'
contributions.
C.) 2-3 years of service: 100% of the first $900 of participant'
contributions.
D.) 3-4 years of service: 100% of the first $1,200 of participant'
contributions.
E.) 4 or more years of service: 100% of the first $1,500 of participant'
contributions.
Contributions may be invested in one or more of the investment options provided
by the plan. The Plan presently provides eight investment options: Yield
Enhanced Short-Term Investment Fund, Vanguard Wellington Fund, State Street
Stable Value Fund, Vanguard Institutional Index Fund, Putnam Voyager Fund,
Templeton Foreign Fund, Seligman Small Capitalization Value Fund, and Pulte
Stock Fund.
Participants may change their investment directives and contribution amounts on
a daily basis via an automated telephone service. Discretionary contributions
which are to be allocated to each participants' "Special Contributions Account"
are invested solely in the Pulte Stock fund, and are not available for
investment direction.
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Pulte Home Corporation
Investment Savings Plus
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
ALLOCATIONS
Contributions to the Plan are allocated to participants' individual accounts on
the date of receipt by the Trustee.
Discretionary contributions made by Pulte Corporation and the Company and its
subsidiaries, if any, are allocated as of the last day of the Plan year among
accounts of eligible participants.
DISTRIBUTION
Participants or their beneficiaries may receive distributions of their account
balances upon the earlier of reaching age 59-1/2, disability, death or
termination of service, as defined in the Plan. Further, the Committee may
permit a participant who experiences a qualified financial hardship to receive a
distribution of all or a portion of the participant's account balance. Such
distributions are generally made in a lump sum.
VESTING
A participant's account balance is fully vested and nonforfeitable.
TERMINATION
Although the Company intends to continue the Plan indefinitely, it has reserved
the right to amend or terminate the Plan at any time. If the Plan were to be
terminated, the amount in each participant's account would remain fully vested
as of the date of termination of the Plan. Plan funds would continue to be
invested and would continue to be held in the custody of the Plan's Trustee.
The Plan's Trustee would pay the balance of each participant's Plan account in a
lump sum at the earlier of age 59-1/2, disability, death or when employment with
the Company is terminated.
ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are presently paid by the Company.
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Pulte Home Corporation
Investment Savings Plus
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are significant accounting policies followed by the Plan:
Accounting Basis-The accounting records of the Plan are maintained on
the accrual basis.
Investment Valuation-Investments in money market instruments are
carried at cost which approximates fair value. Investments in mutual
funds are carried at fair value based on quoted market prices.
Management Estimates-The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and additions and deductions during the reporting period.
Actual results could differ from those estimates.
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
3. NONPARTICIPANT-DIRECTED INVESTMENTS
The Pulte Stock Fund includes a non-participant directed investment. Information
about the significant components of changes in net assets related to the stock
fund is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 30, 1999
-----------------
Change in net assets:
<S> <C>
Contributions $1,000,193
Interest income on participant loans 44,086
Dividends 26,366
Interest 7,425
Net realized and unrealized
depreciation in fair value (459,127)
Distributions to participants (128,359)
Net transfers among funds 2,465,099
---------
$2,955,683
==========
</TABLE>
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Pulte Home Corporation
Investment Savings Plus
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated March 11, 1992 stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code of 1986 (the "Code") and, therefore, the related trust
is exempt from taxation. The Plan has been restated in its entirety subsequent
to the receipt of the determination letter. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is exempt.
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Pulte Home Corporation Investment Savings Plus
Employee ID #38-1545089
Plan #001
<TABLE>
<CAPTION>
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes At End of Year
December 30, 1999
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, SHARES/ CURRENT
LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE UNITS VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* Cash - First Bank National Association First American Prime Obligation Class C 24,198 $ 24,198
State Street Stable Value Fund:
State Street Global Advisors Yield Enhanced Short-Term Investment Fund 623,349 623,349
State Street Global Advisors Principal Accumulation Return Fund 10,054,699 10,054,699
Allstate Life Insurance Company Guaranteed Investment Contract, interest rate
7.99%, matures January 14, 2000 524,213 524,213
Continental Assurance Company Group Annuity Contract, interest rate 5.83%
matures January 15, 2000 1,696,588 1,696,588
-----------
Subtotal State Street Stable Value Fund 12,898,849
State Street Global Advisors Yield Enhanced Short-Term Investment Fund 3,564,696 3,564,696
The Vanguard Group of Investment Companies Vanguard Wellington Fund 786,184 21,918,812
Vanguard Institutional Index Fund 240,555 32,356,795
</TABLE>
* Party-in-interest
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Pulte Home Corporation Investment Savings Plus
Employee ID #38-1545089
Plan #001
<TABLE>
<CAPTION>
Schedule H, Line 4(i)-Schedule of Assets Held for Investment Purposes At End of Year (continued)
December 30, 1999
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, SHARES/ CURRENT
LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE UNITS VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Putnam Investments Putnam Voyager Fund 1,290,752 $ 39,535,741
Templeton Funds, Inc. Templeton Foreign Fund 653,160 7,308,861
Seligman Value Fund Series, Inc. Seligman Small Capitalization Value Fund 73,369 567,879
* Pulte Corporation Pulte Corporation Common stock 193,330 4,433,133
* Employee Loans Receivable Individual employee loans with varying
maturity dates and interest rates ranging
from 7.75% to 12.25% 3,219,955
------------
Total Investments $125,828,919
============
</TABLE>
There were no investment assets reportable as acquired and disposed of
during the year.
* Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the 401(k) Committee
Members who administer the Plan have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
June 29, 2000 By: /s/ Michael A. O'Brien
-------------------------------------
Michael A. O'Brien
Vice President of Corporate Development &
Human Resources
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page in Sequential Numbering
System in Manually Signed
Exhibit Original on which Exhibits
Number Description May be Found
------------------------------------------------------------------------------------------------------
<S> <C> <C>
23 Consent of Independent 17
Auditors
</TABLE>
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