-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S5pzORZdsza8iZ0Qfp6Xgxhjt1C0ySbmo8n06DDPUUNBuAwmer86Mf5v9f233ost ZWom4nXjEIk9XeK4IzZIMw== /in/edgar/work/20000908/0000909518-00-000559/0000909518-00-000559.txt : 20000922 0000909518-00-000559.hdr.sgml : 20000922 ACCESSION NUMBER: 0000909518-00-000559 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEL WEBB CORP CENTRAL INDEX KEY: 0000105189 STANDARD INDUSTRIAL CLASSIFICATION: [1531 ] IRS NUMBER: 860077724 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-06403 FILM NUMBER: 719346 BUSINESS ADDRESS: STREET 1: 6001 NORTH 24TH STREET CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6028088000 MAIL ADDRESS: STREET 1: 6001 NORTH 24 STREET CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: WEBB DEL E CORP DATE OF NAME CHANGE: 19880728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVATAR HOLDINGS INC CENTRAL INDEX KEY: 0000039677 STANDARD INDUSTRIAL CLASSIFICATION: [6552 ] IRS NUMBER: 231739078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3054427000 MAIL ADDRESS: STREET 1: 201 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: GAC CORP /DE/ DATE OF NAME CHANGE: 19801023 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ACCEPTANCE CORP DATE OF NAME CHANGE: 19710208 SC 13D 1 0001.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. __) DEL WEBB CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE 947423-10-9 - --------------------------------------- ----------- (Title of class of securities) (CUSIP number) ROBERT TODD LANG, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) AUGUST 31, 2000 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. ================================================================================ NY2:\951018\08\KDT608!.DOC\18838.0089
- ----------------------------------------------------------------- ------------------------------------------------- CUSIP No. 947423-10-9 Page 2 - ----------------------------------------------------------------- ------------------------------------------------- - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Avatar Holdings Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 23-1739078 - ----------------- ------------------------------------------------------------------------------------------------ --------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------- -------------------------- ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - ----------------- ------------------------------------------------------------------------------------------------ --------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ----------------- -------------------------------------------------------------- ------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - --------------------------- ------ --------------------------------------------- ------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 932,200 SHARES ------ --------------------------------------------- ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------ --------------------------------------------- ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 932,200 REPORTING ------ --------------------------------------------- ------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ----------------- ---------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 932,200 - ----------------- ------------------------------------------------------------------------------------------------ --------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.1 % - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ----------------- ----------------------------------------------- ----------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT! 2 Item 1. Security and Issuer. ------------------- The title and class of equity security to which this statement on Schedule 13D relates is the common stock, par value $.001 per share ("Common Stock"), of Del Webb Corporation, a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 6001 North 24th Street, Phoenix, Arizona 85016. Item 2. Identity and Background. ----------------------- This statement is filed by Avatar Holdings Inc. ("Avatar"). Avatar is a Delaware corporation with its principal executive offices located at 201 Alhambra Circle, Coral Gables, Florida 33134. The principal business activity of Avatar is real estate operations, primarily the development of active adult communities in Florida and residential communities in Florida and Arizona. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Avatar are set forth on Schedule A hereto. During the last five years neither Avatar, nor, to its knowledge, any of its directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The aggregate amount of funds used by Avatar in making the purchases of the shares of Common Stock beneficially owned by Avatar as of September 7, 2000, was $18,828,373 (including commissions and fees). The source of funds used to purchase these shares of Common Stock was Avatar's working capital. The aggregate amount of funds used by Gerald D. Kelfer (Avatar's President and Chief Executive Officer) in making the purchases of the shares of Common Stock beneficially owned by him as of September 7, 2000, was $2,355.10 (including commissions and fees). The source of funds used to purchase these shares of Common Stock was his personal funds. Item 4. Purpose of Transaction. ---------------------- Avatar began purchasing shares of Common Stock in September 1999. Avatar acquired shares because, in its opinion, the Common Stock was undervalued by the market. Avatar also acquired shares of Common Stock because it was considering the possibility of proposing a business combination with the Company or of attempting to acquire control of the Company, at some future date. Avatar continues to believe the Common Stock is undervalued by the market. Avatar has no immediate plans or proposals to seek a business combination or to attempt to acquire control of the Company. However, Avatar 3 continues to consider each of these alternatives and may determine to pursue one or more of them. Avatar has communicated or presently intends to communicate, directly or through intermediaries, with the Company's management, other securityholders of the Company, and other interested parties concerning matters relating to the business and affairs of the Company, including steps to increase stockholder value. Gerald D. Kelfer acquired his shares of Common Stock primarily to become a stockholder of the Company and receive stockholder information. Avatar and, to its knowledge, its directors and executive officers, may acquire additional securities of the Company or dispose of securities of the Company at any time and from time to time in the open market, privately negotiated transactions or otherwise. Although the foregoing represents the range of activities presently contemplated by Avatar and, to its knowledge, its directors and executive officers, with respect to the Company, it should be noted that the possible activities of Avatar and its directors and officers are subject to change at any time. Except as set forth above, neither Avatar nor, to its knowledge, any of its directors or executive officers, has any present plans or proposals which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) The responses of Avatar to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of September 7, 2000, Avatar beneficially owned 932,200 shares of Common Stock, representing approximately 5.1% of the outstanding shares of Common Stock (the outstanding shares of Common Stock, 18,326,955, being based on the number of shares outstanding as of April 30, 2000, as reported in the Company's Form 10-Q for the quarterly period ended March 31, 2000). To Avatar's knowledge, none of its directors or executive officers beneficially owns any shares of Common Stock, except Gerald D. Kelfer, who beneficially owns 100 shares of Common Stock. Each director and executive officer disclaims beneficial ownership of any shares of Common Stock beneficially owned by Avatar. (b) The responses of Avatar to (i) Rows (7) through (10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. Gerald D. Kelfer has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all shares of Common Stock that he beneficially owns. 4 (c) During the past sixty days, Avatar effected the following transactions in the Common Stock: Date of Amount of Price per Where and Transaction Securities Share* How Effected ----------- ---------- ------ ------------ 8/18/00 16,500 shares $20.25 Nasdaq (purchase) 8/24/00 23,500 shares $20.25 Nasdaq (purchase) 8/28/00 25,000 shares $19.907 Nasdaq (purchase) 8/29/00 20,000 shares $19.8875 Nasdaq (purchase) 8/31/00 18,500 shares $22.20 Nasdaq (purchase) ----------------------------- * Excludes commissions and fees. To Avatar's knowledge, none of its directors or executive officers have had any transactions in the Common Stock that were effected in the past sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ------------------------------------------------------------- Neither Avatar nor, to its knowledge, any of its directors or executive officers are parties to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to securities of the Company. Item 7. Materials to be Filed as Exhibits. --------------------------------- None. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. AVATAR HOLDINGS INC. By: Gerald D. Kelfer --------------------------------------------- Name: Gerald D. Kelfer Title: President and Chief Executive Officer Date: September 8, 2000 6 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF AVATAR HOLDINGS INC. -------------------- The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Avatar Holdings Inc. is set forth below. Unless otherwise specified, the business address of each person listed below is 201 Alhambra Circle, Coral Gables, Florida 33134. Unless otherwise specified, each person is a citizen of the United States of America.
Principal Occupation, If Other Than As An Name and Business Address Position With Avatar Executive Officer Of Avatar - ------------------------- -------------------- ----------------------------------------- Milton Dresner Director Founding Partner, The Highland Companies, Highland Companies a diversified real estate development and 28777 Northwestern Highway management organization Southfield, MI 48034 Gerald D. Kelfer Vice Chairman of the Board; Chairman of the Executive Committee of the Board; President and Chief Executive Officer Leon Levy Chairman of the Board General Partner, Odyssey Partners, L.P., a Odyssey Partners, L.P. private investment partnership 280 Park Avenue New York, NY 10017 Martin Meyerson Director President Emeritus and Professor of Policy 225 Van Pelt Library and Planning, University of Pennsylvania; University of Pennsylvania President, FISCIT (Switzerland/U.S.) 34th and Walnut Streets Philadelphia, PA 19104 Gernot H. Reiners * Director Principal, Sage Consult L.L.C., a real Sage Consult L.L.C. estate and financial consulting business 22 Rocky Point Road Old Greenwich, CT 06874 Kenneth T. Rosen Director Professor of Business Administration and Rosen Consulting Group Chairman of the Fisher Center for Real 1995 University Ave. Estate and Urban Economics, University of Berkeley, CA 94704 California, Berkley; President, Rosen Consulting Group, a real estate consulting business; Chief Executive Officer, Lend Lease Rosen Real Estate Securities, a registered investment advisor 7 Principal Occupation, If Other Than As An Name and Business Address Position With Avatar Executive Officer Of Avatar - ------------------------- -------------------- ----------------------------------------- Fred Stanton Smith Director Vice Chairman of the Board, The Keyes 2801 Natoma St. Company, a real estate brokerage, Coconut Grove, FL 33133 financing, management, insurance and development firm William G. Spears Director Principal, W.G. Spears, Grisanti & Brown W.G. Spears, Grisanti & Brown LLC LLC, a registered investment advisor 45 Rockefeller Plaza New York, NY 10011 Henry King Stanford Director President Emeritus, The University of 510 W. Lamar St. Miami; President Emeritus, University of Americus, GA 31709 Georgia Jonathan Fels President, Avatar Properties Inc. Dennis J. Getman Executive Vice President and General Counsel Juanita I. Kerrigan Vice President and Secretary Michael Levy Executive Vice President and Chief Operating Officer, Avatar Properties Inc. Charles L. McNairy Executive Vice President and Treasurer Michael S. Rubin President, Avatar Retirement Communities, Inc. Lawrence R. Sherry Executive Vice President and Chief Financial Officer
* Gernot H. Reiners is a citizen of Germany. 8 -----END PRIVACY-ENHANCED MESSAGE-----