SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                             SCHEDULE 14A STATEMENT


                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934


Filed by the Registrant    /_/  Filed by a Party other than the Registrant  /X/

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



                              DEL WEBB CORPORATION
                   -------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                              PACIFIC PARTNERS, LLC
 -------------------------------------------------------------------------------
     (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)(1)
                  and 0-11

(1)      Title of each class of securities to which transaction applies:
         Not applicable
         -----------------------------------------------------------------------

(2)      Aggregate number of securities to which transaction applies:
         Not applicable
         -----------------------------------------------------------------------

(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)
         Not applicable
         -----------------------------------------------------------------------

(4)      Proposed maximum aggregate value of transaction:
         Not applicable
         -----------------------------------------------------------------------

(5)      Total fee paid:
         Not applicable
         -----------------------------------------------------------------------

/_/      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 of schedule and the date of its filing.

(1)      Amount Previously Paid:
         Not applicable
         -----------------------------------------------------------------------

(2)      Form, Schedule or Registration Statement No.:
         Not applicable
         -----------------------------------------------------------------------

(3)      Filing Party:
         Not applicable
         -----------------------------------------------------------------------

(4)      Date Filed:
         Not applicable
         -----------------------------------------------------------------------




                              PACIFIC PARTNERS, LLC

                            1702 East Highland Avenue

                                    Suite 310

                                Phoenix, AZ 85016

                                  602-248-8181

                                Fax: 602-248-0884


                                October 19, 2000

Dear Fellow Del Webb Stockholders:

Pacific  Partners is proposing a slate of Directors  committed to addressing the
problems  we think exist at Del Webb.  I just  wanted to take a brief  moment to
explain  the  accompanying  materials  and what we are trying to  accomplish  on
behalf of all stockholders.


Pacific  Partners  identified  Del Webb as an  investment  opportunity  with the
potential for substantial  appreciation but we believed that in order to achieve
this  objective  certain  fundamental  changes  had to  occur.  As  noted in the
attached Proxy Statement, Del Webb's track record in terms of generating returns
for its  stockholders  over  the last  five  years  has  been,  in our  opinion,
absolutely abysmal.


We own in excess of  1,000,000  shares of Del Webb  Common  Stock  (5.49% of the
outstanding  stock) and are now the second  largest  stockholder in Del Webb. We
think that Del Webb and its stockholders would all benefit from having some new,
independent  Directors.  We have made a substantial  personal  investment in the
Company and our nominees are committed to investigating  alternative  strategies
for  maximizing  stockholder  value.  We have laid out our case in the  attached
Proxy  Statement.  I would  appreciate  your  taking a few moments to review our
Proxy  Statement.  Even more so, I would appreciate your support in electing the
two candidates being sponsored by us. While we would be a minority  presence,  I
can assure you that we would be an active  presence  dedicated to  investigating
all reasonable alternatives to maximize stockholder value.


Thanks for your time and consideration. If you have any questions, please call.

                                             Very truly yours,

                                             WILLIAM S. LEVINE
                                             _________________

                                             WILLIAM S. LEVINE


                   Time is short. Your vote is very important.

Even if you do not plan to attend the Annual Meeting, please sign and return the
enclosed BLUE proxy card as soon as possible.  A prepaid self addressed envelope
is enclosed for your  convenience.  Please contact D.F. King & Co., Inc at (800)
207-2872  or  jcornwel@dfking.com  for  instructions  on how to vote  by  email,
facsimile and by telephone or with any questions.







                              PACIFIC PARTNERS, LLC

                                 PROXY STATEMENT

                     IN OPPOSITION TO THE BOARD OF DIRECTORS

                             OF DEL WEBB CORPORATION

                         Annual Meeting of Stockholders

                                November 2, 2000

                                  INTRODUCTION

We believe something is seriously wrong at Del Webb:

o   Five-year cumulative total returns to stockholders - negative 32%

o   Management compensation - excessive in our view particularly given
    stockholder returns


o   Personal Investment in stock by Directors - less than 1% (excluding options
    since no cash is  invested  until  exercised)  - pathetic in our view given
    tenure

o   Debt to book capital - 67.6% - highest of comparable companies(see page 7)



Pacific Partners  believes that these  statements  describe the situation at Del
Webb Corporation  ("Del Webb" or the "Company") and represent both the cause and
effect of Del Webb's unsatisfactory  performance.  We think that the Company has
been unable to maximize  stockholder  value because of an  inordinate  amount of
debt for a public company of its size. Del Webb's  enormous debt load (in excess
of $1.0 Billion as of June 30, 2000),  in our opinion,  has and will continue to
limit the Company's  financial  flexibility  and will impede its ability to take
advantage of future  opportunities.  We believe  that Del Webb is not  currently
taking adequate steps to reduce its debt.

In our meetings  with Del Webb  management,  we have  discussed  the  challenges
facing  the  Company  such  as  reducing   overhead  costs  and   infrastructure
investment.  While we have  refrained  from advancing any specific plans at this
time,  we have  suggested  that  stockholders  would  benefit  from  having new,
independent  directors.  Our nominees are committed to seeking out and analyzing
alternative  strategies for increasing  stockholder  value. We are  disappointed
that management has recently  rebuffed the highly  publicized  proposal by J. F.
Shea Company,  Inc. ("Shea") to purchase the Company at $30 per share -- a 48.7%
premium over the 90-day average  trading price at the time. See Del Webb's press
release dated September 25, 2000.

In light of  management's  response to our  suggestions,  we have  determined to
nominate two  candidates  for election to the Del Webb Board of  Directors.  See
"Background to the  Solicitation."  Our nominees are William S. Levine and Brian
J.  O'Connor.   Our  candidates  have  extensive  experience  in  financial  and
operational  matters and have outstanding  track records in generating value for
stockholders in connection  with their service as directors of Outdoor  Systems,
Inc. (now Infinity Outdoor, Inc. following its sale in December 1999 to Infinity
Broadcasting  Corporation,  an  affiliate  of  Viacom  Inc.,  for more than $8.0
Billion). From the time of its initial public offering in 1996 until its sale in
1999, Outdoor Systems' shareholders realized a total cumulative return in excess
of 2,400%.



While our nominees will  admittedly be only a minority  presence on the Del Webb
Board, and no assurance can be given that stockholder value will be increased if
our nominees  are elected, we believe the  election of our  nominees  should be
recognized  by  management  and the  existing  Del Webb  Board as a mandate  for
change.  In their role as catalysts  for change,  our nominees will be an active
presence on the Del Webb Board,  committed to encouraging the Company's Board to
investigate thoroughly all viable alternatives to increasing stockholder value.


                                       1




We are also  soliciting  authority to vote for one of the nominees that has been
sponsored  by Del Webb.  Since  there are three  board seats to be filled at the
Annual Meeting (approximately one-third of Del Webb's staggered board) and since
Pacific Partners is only soliciting proxies for the election of two nominees, if
our nominees are elected,  one of the nominees proposed by the Company will also
be elected. Pacific Partners intends to use the proxies solicited hereby to vote
for one nominee being  sponsored by the Company's  Board of Directors.  While we
are not permitted to name the Company nominee for whom we will vote, we can tell
you that we will not vote for Glenn W.  Schaeffer or C. Anthony  Wainwright.  If
you want, you can withhold  authority to vote for the remaining  Company nominee
or any of Pacific Partners' nominee(s) by following the instructions on the BLUE
proxy card.  For  information  regarding the Company's  nominees for election as
Directors,  please refer to the Company's  Proxy  Statement  dated September 22,
2000 (the "Del Webb Proxy Statement"). There can be no assurance that any of the
Company's nominees will serve if elected along with any of our nominees.


Proxy  statements  can be difficult to read. We would like to highlight a few of
the  interesting  facts that can be gleaned from a close reading of the Del Webb
Proxy Statement.

Returns to Stockholders

The chart below was  prepared by Del Webb because it is required to be disclosed
in the Del Webb  Proxy  Statement.  It  shows  the  value  in June  2000 of $100
invested in three different  investments in June 1995. In one sense, this is the
Board's and management's report card for the last five years. A picture is worth
1,000 words.

         [GRAPHIC OMITTED]

                                       2



                     DEL WEBB          Peer group                 S & P 500

6/95                  $100               $100                       $100
6/96                    86.91             107.84                     126
6/97                    71.48             132.5                      169.73
6/98                   115.14             221                        220.92
6/99                   106.19             186.67                     271.19
6/00                    68.11             147.9                      290.85


o        $100 invested on 6/30/95 in stock or index -- including reinvestment of
         dividends. Fiscal year ending June 30.

         The results are clear:

         o              Since June 1995 the cumulative total returns to Del Webb
                        stockholders have been negative 32%.


         o              By contrast,  the cumulative  return on an investment in
                        the peer  group that Del Webb  chose to compare  itself
                        with was positive 47.9%.


         o              The return  from an  investment  in the S&P 500 over the
                        same period was positive 190.0%.


Pacific   Partners  owns  over  1,000,000   shares  of  Del  Webb  Common  Stock
representing  approximately  5.49% of the outstanding  Common Stock.  Today that
makes us the second largest Del Webb  stockholder.  We bought our shares because
we thought there was an  opportunity  for  substantial  appreciation  if certain
steps were taken and we thought we could be the  catalyst  for change.  However,
absent  dramatic  action,  we are concerned that future returns to  stockholders
could well mirror the dismal returns that have been generated over the last five
years.


Management Compensation

In the face of this record of generating a negative 32% return for stockholders,
the  Company's  Board of  Directors  has  continued  to reward  management  with
substantial salaries,  bonuses and grants of restricted stock and stock options.
See Del Webb Proxy  Statement,  pages 7-9. When Philip Dion, the Company's Chief
Executive Officer who oversaw the Company's  performance  reflected in the chart
above,  retired on November 30, 1999,  the Board of Directors  agreed to pay-out
Mr.  Dion's  lifetime  benefit  under  the  Company's   Supplemental   Executive
Retirement  Plans in three equal annual payments of $3,880,119  (plus interest);
i.e., approximately $12.0 Million (plus interest). See Del Webb Proxy Statement,
page 13. Mr. Dion was also given a two-year  consulting  agreement that pays him
$250,000 a year. In other words, we believe the Board of Directors  rewarded Mr.
Dion with more than $12  million  of your  money and then  hired him as a highly
paid consultant.

                                       3



New Del Webb Management Incentive Plans


Now the Company is asking stockholders to approve two more management  incentive
plans, the 2000 Executive  Long-Term  Incentive Plan (the "Equity Plan") and the
2000  Executive  Management  Incentive  Plan (the "Cash Pay  Plan").  At Pacific
Partners,  we believe  that the  interests  of all  management  teams  should be
aligned  with those of  stockholders,  and that  reasonable  cash  and/or  stock
rewards to management are appropriate only when stockholders have prospered.  We
do not believe,  however, that the past performance of the Company (negative 32%
five year  cumulative  total  returns)  justifies the salaries,  bonuses,  stock
grants and stock option awards given to past and present Directors and executive
management.  We believe that the time has come for the Company's management team
and Board to be held accountable for this  performance.  We urge stockholders to
send management a message that  stockholder  returns have been  unacceptable and
that no new lucrative  compensation  programs  should be  implemented  by voting
AGAINST these Plans. See "Other Proposals -- The New Del Webb Incentive  Plans."


In addition,  we are opposed to the Equity Plan because as presently  drafted it
does not prohibit the re-pricing of options. Specifically,  under Section 3.2 of
the  Equity  Plan,  the  Committee  may amend the  terms and  conditions  of any
outstanding  award made under the Equity Plan. This would allow the Committee to
amend  an  existing  award to  change  the  exercise  price.  Absent a  specific
provision  which  prohibits  repricing,  we believe the provisions of the Equity
Plan can be  interpreted  to allow the  Committee  to issue new  awards at lower
prices in connection  with a cancellation  of then existing awards issued with a
higher strike price.


As our  proxy  statement  was  going to press  we  discovered  that Del Webb has
apparently agreed with  Institutional  Shareholder  Services (a proxy voting and
advisory firm, "ISS") that it will amend the Equity Plan to prohibit re-pricing.
This is because  if the  Company  did not agree to do this then we  believe  ISS
would recommend to all of its clients that they vote AGAINST the Equity Plan.

While we are glad to see that our campaign is  apparently  getting some results,
we still  think that in light of the  negative  32% five year  total  cumulative
returns that stockholders have endured, this is not the time to be approving new
equity incentive plans.  Furthermore,  we also think that management should redo
their plan and resubmit it to stockholders so we can all see the anti-re-pricing
language for ourselves.  Sometimes it pays to have a watch dog. Vote AGAINST the
new Del Webb Incentive Plans.


Stock Ownership by Management and Directors


Finally,  we took a close look at the number of shares of Common Stock  actually
purchased by our management team and Board of Directors.  Under the rules of the
Securities and Exchange Commission ("SEC"),  shares held under options that have
been given to  officers  and  Directors  and that are  presently  or will become
exercisable  in the next 60 days are  considered  "beneficially  owned." This is
true even if the options are  underwater;  i.e.,  the exercise price exceeds the
market price for the Common  Stock.  The problem with this approach in our view,
however,  is that unlike  stockholders,  option  holders make no  investment  of
capital  for the  shares  subject to options  unless and until the  options  are
exercised.  Since the shares  issuable upon the exercise of the options have not
been bought and paid for the officers and  Directors who hold such options have
not put any invested capital at risk for the option shares.

So, we asked ourselves, what does the stock ownership by Del Webb management and
Directors  look like if you eliminate all of the shares  subject to  unexercised
stock options (i.e., shares that have not been bought and paid for yet) from the
shares reported in the Del Webb Proxy Statement as  "beneficially  owned" by our
officers and Directors? Here's the answer.


                                       4



                                                                   Years of
Name                                  Owned Shares                  Service

Outside Directors:
D. Kent Anderson                           -0-*                        6
Michael O. Maffie                        1,000*                        3
J. Russell Nelson                          100*                       17
Peter A. Nelson                          7,000*                       16
Michael E. Rossi                           -0-*                        6
Glenn W. Schaeffer                         -0-*                        3
Anthony Wainwright                         816*                       12
Sam Yellen                               2,000*                        9
                                        -------                       --


Total Ownership by                                 Total Years
Outside Directors                       10,916*    of Service         72




Management Directors:
Philip J. Dion                         102,711*
LeRoy C. Hanneman, Jr.                  65,664*
                                       --------
Total Ownership by
Management Directors                   168,375*
                                       --------
Other Management:
John H. Gleason                         46,803*
Anne L. Mariucci                        40,016*
Frank D. Pankratz                       45,080*
John A. Spencer                         44,704*
                                        -------
Total Ownership by
Other Management                       176,603*
                                       --------
              *Less than 1%


In case you're  interested,  Del Webb's current outside  Directors have 72 total
years of  service  with Del Webb and own less than  0.06%  of the  outstanding
Common Stock (calculated as described above).


Not a pretty  picture.  Quite  frankly,  we  think  the  level of real  personal
investment by our outside Directors is pathetic.


In sharp contrast, Pacific Partners beneficially owns more than 1,000,000 shares
of Del  Webb,  representing  approximately  5.49% of the  Company's  outstanding
Common Stock.  See "Pacific  Partners'  Nominees for Election as  Directors." As
manager of Pacific  Partners,  William Levine is also deemed to beneficially own
the 5.49% held by Pacific Partners.  By virtue of his 42.31% ownership  interest
in Pacific  Partners, Mr. Levine  individually may be deemed to have a personal
financial  interest  in  approximately  424,000  of such  shares  (2.32%  of the
outstanding  shares),  more than twice as much stock in the Company  than all of
its current Directors combined. Our other nominee, Brian J. O'Connor, owns 2,000
shares  of the  Company's  stock - twice  as much as the two  outside  incumbent
Directors  currently  up for  election  and more than each of the other  current
outside Directors other than Peter Nelson (16 years on the Board;  7,000 shares)
and Sam Yellen (9 years on the Board;  2,000  shares).  We own our stock - it is
bought and paid for. None of these shares are subject to presently  exercisable
but  unexercised  options.  Our  investment  of  capital  serves  to align  our
interests with yours in maximizing stockholder value.




                                       5

Pacific Partners' Concerns and Conclusions


In  light of the  foregoing,  we  think  it's  time for a change - time for new,
independent  representatives  on the Del  Webb  Board  of  Directors  - time for
Directors  whose  interests  are truly  aligned with those of all other Del Webb
stockholders.  Management believes that the Company's future is bright; that the
demographics of the American  population are in the Company's  favor.  Maybe so,
but absent the financial flexibility to capitalize on future  opportunities,  we
still believe that future returns to stockholders  could well mirror the returns
over the last five years.


Pacific  Partners has  carefully  reviewed  public  information  concerning  the
Company and its businesses  contained in the Company's  filings with the SEC, in
published  articles,  press  releases  and in  reports  prepared  by  securities
analysts.  We are concerned that there may be storm clouds on the horizon.  Here
are some specifics:


o              Although  the Company has  articulated  a goal of reducing  its
               debt level, and publicly  emphasized that its total debt to total
               capital  ratio had declined  during the 2000 fiscal year, in fact
               the  Company's  aggregate  amount of  indebtedness  has  remained
               fairly constant. The Company's Annual Report on Form 10-K for the
               year-ended  June 30,  2000 (the "2000 Form  10-K")  provides  the
               following information (dollars in thousands).


                                              2000               1999

Total notes payable, senior and         $1,005,424,000      $1,040,613,000
subordinated debt ("Debt")

               Source:   2000 Form 10-K, "Selected Consolidated Financial Data."

o              In its press release of September 25, 2000, Mr. Hanneman stated
               "We now are  beginning  to realize  the  benefits  of significant
               business  expansion that Webb has been  implementing  for several
               years in new communities  across the United States. The future of
               our company has never been more promising."
               However, in the 2000 Form 10-K, the Company states:

               "The  Company's  degree of leverage from time to time will affect
               its interest  incurred and capital  resources,  which could limit
               its ability to capitalize on business  opportunities or withstand
               adverse changes."

               Source:  2000 Form 10-K, "Certain Factors Affecting the Company's
               Operations - Financing and Leverage."

o              The  Company's  level of Total Debt to book  capital  (the sum of
               Total Debt plus book  shareholders  equity) is the highest of any
               comparable industry participant.

                                       6






                                   Book Equity 1       Total Debt 1
Company                            ($in 000s)          ($in 000s)     Debt/Book Cap.
- -------                            --------------      ------------   --------------
                                                                
Centex Corp.                        1,465,226           2,021,618        58.0%
D. R. Horton, Inc.                    907,885           1,389,026        60.5%
Hovnanian Enterprises, Inc.           246,397             466,415        65.4%
Kaufman & Broad Home Corp.            674,951           1,356,939        66.8%
Lennar Corp.                        1,054,027           1,732,784        62.2%
M.D.C. Holdings Inc.                  390,904             269,962        40.8%
Pulte Corp.                         1,107,264             939,248        45.9%
Ryland Group Inc.                     394,992             740,194        65.2%
Standard Pacific CP                   405,830             376,801        48.1%
Toll Brothers Inc.                    691,606             818,101        54.2%
Weighted Average                      733,908           1,011,109        56.7%
                                     --------           ---------        ----
Del Webb                              482,386           1,005,424        67.6%
                                     ========           =========        ====



1    Based on financial  statements contained in most recent report filed by the
     indicated  company  pursuant to the  Securities  Exchange  Act of 1934,  as
     amended.  The industry  participants are the same as those used by Del Webb
     in constructing  the total return to stockholder  chart except that we also
     included  MDC  Holdings,  Inc.  because  its  principal  line of  business,
     geographic  areas of operations and product price points are  substantially
     similar to those of Del Webb. We thought two things were interesting  about
     MDC  Holdings:   first,   their  five-year  total   cumulative   return  to
     shareholders  was 235.26% as of December 31, 1999 (217.6% as of October 17,
     2000); and second, Del Webb was included by MDC Holdings in its peer group.
     Take a look at their Debt to Book Capital ratio.




Our nominees are committed to evaluating  any and all  opportunities  to address
the  challenges  facing  our  Company.  While  to date we  have  refrained  from
suggesting  a  specific  plan to  management,  we  believe  that in light of the
existing  challenges,  the  Company  should  explore a  possible  sale to permit
stockholders to realize a premium today over recent  historical  trading prices.
We  remember  what  happened  in 1998 when the  Company  was  approached  by two
suitors.  Following a series of press releases stating the anticipated  value of
the  consideration  to be  received  in the deal,  the stock price ran up to the
mid-30s.   Discussions  were  terminated.  What  happened  to  the  stock  price
thereafter is a matter of public record. We hope history will not repeat itself.



Both of our nominees have  substantial  experience  in business and finance.  We
believe  that our  nominees  are well  qualified  to take  appropriate  steps to
maximize  value for all  stockholders  as promptly as  possible.  While  Pacific
Partners' nominees, if elected,  would not constitute a majority of the Board of
Directors  and thus could not ensure that the Board of Directors  would  explore
strategic  alternatives or successfully  enhance  stockholder  value, we believe
that the election of our nominees should be recognized by the other Directors as
a mandate  for  change.  Our  nominees  will be an active  presence on the Board
committed to pursuing avenues  designed to deal with current  challenges that we
believe are impeding the Company's financial flexibility.  See "Background to
the Solicitation."


                                       7



Pacific Partners' Voting Recommendations

Please vote for a voice for change. Please vote on the enclosed BLUE proxy card:

o        FOR the nominees sponsored by Pacific Partners;

o        AGAINST the 2000 Executive Long-Term Incentive Plan;

o        AGAINST the 2000 Executive Management Incentive Plan;

o        ABSTAIN with respect to ratifying the  appointment of KPMG LLP
         as the principal  independent  public  accounting  firm of the
         Company for the year ending June 30, 2001; and


                  Time is short. Your vote is very important.


Please sign and return the enclosed BLUE proxy card  immediately.  Contact D. F.
King & Co.,  Inc.  for  instructions  on how to  vote  by  email,  facsimile  or
telephone.

                      D. F. King & Co., Inc. 1-800-207-2872
                                       or
                              jcornwel@dfking.com

                               Please vote today.









                                       8




                         BACKGROUND TO THE SOLICITATION


We  purchased  our  shares of Del Webb  stock  because  we  believed  there were
significant  opportunities for realization of value. Pacific Partners determined
to  nominate  candidates  to the  Board  who  would be  committed  to  exploring
opportunities  to  increase  stockholder  value  by  investigating   alternative
business strategies including the possible sale of the Company.

On August 17, 2000,  we publicly  disclosed  our  substantial  investment in the
Company in a filing with the SEC called a Schedule  13D. In our Schedule 13D, we
stated  that we would  try to  meet  with  management  to  obtain  management's
explanation  of the steps it intends to take to maximize the value of the Common
Stock,  address any impending  liquidity  issues and reduce debt. We also stated
that we might  evaluate  and  discuss  with  management  the terms  upon which a
significant  strategic equity investment could be made in the Company to address
any pending  liquidity issues and to reduce debt.  Finally,  we reported that we
might  meet with  representatives  of  potential  purchasers  of the  Company to
determine  if they are  interested  in  acquiring  the  Company  and to  compare
possible  acquisition prices with our assessment of market value realizable from
management's  plans.  We have  recently met with Shea to confirm their offer and
have  spoken with  certain  other  substantial  stockholders,  including  Avatar
Holdings,  Inc., to apprise them of our intentions to seek representation on the
Board of Directors  although we have not yet discussed with any party a possible
business  transaction  involving  the  Company.

When we requested on August 17,  2000, a meeting with  management,  we were told
that  Mr.  Hanneman  was not  available  to  meet  until  September  11th at the
earliest. Regrettably, Del Webb has certain restrictive provisions in its Bylaws
establishing  detailed requirements to be met if a stockholder wishes to suggest
candidates  for election as directors  including a  requirement  for this year's
Annual  Meeting  that  any  nominations  for the  2000  Annual  Meeting  must be
submitted to Del Webb during a 30-day  window period that closed on September 4,
2000 (which  happened to be Labor Day).  In light of Del Webb's  response to our
request for a meeting,  we had no choice  other than to proceed to nominate  our
candidates to preserve our options.


On August 31, 2000, we made a filing with the Federal Trade  Commission  seeking
approval  to  acquire  additional  shares  of Common  Stock  such that our total
holding  would  exceed  $15.0  million but less than 15% of the total  number of
outstanding  shares of Common Stock. On September 26, 2000 we were granted early
termination  of the  mandatory  waiting  period and thereby  cleared to purchase
additional shares.  However, we have not purchased additional shares in light of
recent share values and have refrained from proposing a specific  transaction to
management  until  such  time  as  we  have  completed  our  evaluation  of  the
enterprise.

On  September  13,  2000,  Del Webb issued a press  release  indicating  that it
disagreed  with  our  concerns  and  did not  agree  that a  substantial  equity
investment was necessary. In this statement,  management also stated that it had
addressed  the  problems  identified  by  Pacific  Partners.   As  a  result  of
management's  public  statements  and  the  obvious  complexities   inherent  in
negotiating  the  various  terms of such an  investment,  the  concept  has been
abandoned but may be explored again at a later date if management is receptive.




                                       9



On September 25, 2000, members of Pacific Partners met with LeRoy Hanneman, Anne
Mariucci  and John  Spencer  of Del Webb.  The  upshot of the  meeting  was that
management  told  us they  preferred  the  current  incumbent  Directors  to our
nominees and did not believe that Del Webb's current level of  indebtedness  was
impeding the Company's  ability to execute its business plan.  Mr.  Hanneman and
Mr.  Levine met again on October 3, 2000 to discuss the  possibility  of Pacific
Partners having representation on the Del Webb Board of Directors.  Mr. Hanneman
proposed that the Company would  consider  nominating Mr. Levine for election to
the Board of  Directors  at the 2001  Annual  Meeting.  After  considering  this
proposal,  we decided that a one-year  delay in providing  the  requested  Board
representation  was  unacceptable  and Mr.  Levine so informed  Mr.  Hanneman on
October  5, 2000.  As a result of the  failure  to reach a  resolution  with the
Company,  Pacific  Partners  decided  to proceed to  sponsor  two  nominees  for
election as Directors who are committed to maximizing value for all stockholders
by fully considering various financial and strategic alternatives.

Pacific  Partners  hopes that  management  will  further  investigate  the offer
proposed by J.F.  Shea  Company,  Inc.  While no other  specific  acquirors  are
currently contemplated,  the Pacific Partners' nominees would encourage Del Webb
to  retain a  financial  adviser  to  review  strategic  alternatives  presently
available to the Company and act in accordance with the  recommendations of such
adviser if deemed  appropriate  following the presentation of the then available
alternatives.


              PACIFIC PARTNERS' NOMINEES FOR ELECTION AS DIRECTORS

                                (Proposal No. 1)

According to the Del Webb Proxy Statement,  three directors are to be elected at
the Annual  Meeting.  The  Directors so elected will serve in such  capacity for
terms to expire at the 2003  Annual  Meeting  of  Stockholders  and until  their
successors are duly elected and qualified.  In opposition to the incumbent Board
of Directors, Pacific Partners is proposing a slate of two nominees for election
as  Directors of the Company.  Information  regarding  our nominees is set forth
below.

We are also soliciting authority to vote for one of the nominees being sponsored
by the Company.  Although we are not permitted to state who we will vote for, we
can  tell you  that if  authority  is  granted,  we will  not vote for  Glenn W.
Schaeffer or C. Anthony  Wainwright.  See "Voting Procedures and Other Matters."
Please  refer to the Del Webb Proxy  Statement  for  information  regarding  the
Company's nominees for election as Directors.

There are no  arrangements  or  understandings  between  any  nominee of Pacific
Partners  and any other  person  pursuant to which he was selected as a nominee.
Each  nominee  named  below has  consented  to be  nominated  for  election as a
Director and to serve as a Director if elected. Pacific Partners does not expect
that any of the nominees will be unable to stand for election,  but in the event
that a vacancy in the slate of nominees  should occur  unexpectedly,  the shares
represented  by the  enclosed  BLUE  Proxy  Card will be voted for a  substitute
candidate selected by Pacific Partners.

                                       10


The following information concerning age, principal occupation and directorships
has been furnished to Pacific Partners by the nominees.  Additional  information
regarding our nominees is set forth in Annex 1 to this proxy statement.

        Name           Age    Principal Occupations and Directorships

William S. Levine       68    Mr.  Levine is the  manager of  Pacific  Partners,
                              LLC, a Delaware limited  liability  company formed
                              on June 9, 2000, to invest in Del Webb. Mr. Levine
                              is  also  a  director  of  Infinity   Broadcasting
                              Corporation  (multimedia) and Chairman of Infinity
                              Outdoor,  Inc. (outdoor  advertising) and has held
                              such positions since December 9, 1999, and is also
                              a director of  International  Leisure Hosts,  Inc.
                              Prior  to   becoming   a  director   of   Infinity
                              Broadcasting  Corporation  Mr. Levine was Chairman
                              of the Board and a director  of  Outdoor  Systems,
                              Inc. (outdoor advertising), since its formation in
                              1980.  Mr.  Levine  is an  owner  and  officer  of
                              numerous privately-owned firms.

Brian J. O'Connor       44    Mr.  O'Connor  is the  Senior  Vice  President  of
                              Hutchison,   Shokey,   Erley   &  Co.   (financial
                              services)  (August  1988  to  present)  and  was a
                              member  of  the  Board  of  Directors  of  Outdoor
                              Systems,  Inc.  (outdoor  advertising)  (September
                              1993 to December 1999).

The following table sets forth the aggregate  number of shares and percentage of
the Common  Stock,  and other  securities of the Company,  if any,  beneficially
owned  by  each of  Pacific  Partners'  nominees  as of the  date of this  Proxy
Statement.

                                      Shares of                Percentage of
                 Name               Common Stock            Outstanding Stock

    William Levine(1)                  1,002,186                  5.49%
    Brian J. O'Connor                      2,000                      *



(1) Mr. Levine may be deemed to beneficially  own the indicated shares by reason
of being a member and the manager of Pacific Partners.  Mr. Levine  individually
may be deemed to have a direct financial  interest in  approximately  424,000 of
such shares (2.32% of the outstanding  shares) by virtue of his 42.31% ownership
interest  in Pacific  Partners  - more than two times the number of shares  that
have been bought and paid for by the entire Del Webb Board.  Brian O'Connor owns
more shares than all but one Director -- Peter  Nelson (7,000  shares) -- and
the same number of shares as Sam Yellen (2,000 shares), excluding shares subject
to  unexercised  stock  options.  Messrs.  Nelson  and  Yellen  have 25 years of
combined service as Del Webb Directors.  See "Introduction -- Stock Ownership by
Management and Directors."


          * Less than 1%.

                                      11



In  considering  how to  vote,  we ask you to think  about  the  combined  stock
ownership  level of the  incumbent  members  of the Board of  Directors  who are
standing for re-election.  It is a commonly accepted  principle that significant
stock ownership by a company's  management and directors more fully aligns their
interests  with the interests of the company's  other  stockholders.  We believe
that the  level of stock  ownership  by these  Del Webb  insiders  (particularly
Messrs.  Schaeffer  and  Wainwright)  may  contribute  to a lack  of  pro-active
commitment  to the  creation of value for the true owners of the  Company.  As a
result,  we ask you to  consider  whether  management  and the Board may be more
interested  in retaining  their  positions  and  compensation  packages  than in
maximizing the value to them (AND YOU) as stockholders.


PACIFIC PARTNERS  BELIEVES THAT IT IS IN YOUR BEST INTEREST TO ELECT THE PACIFIC
PARTNERS' NOMINEES AT THE 2000 ANNUAL MEETING.  WE STRONGLY RECOMMEND A VOTE FOR
THE ELECTION OF THE PACIFIC PARTNERS' NOMINEES.

PLEASE SIGN AND DATE THE BLUE PROXY CARD AND RETURN IT IN THE ENCLOSED  ENVELOPE
WHETHER OR NOT YOU PLAN TO ATTEND THE 2000 ANNUAL MEETING.

                                 OTHER PROPOSALS

The New Del Webb Incentive Plans
(Proposal Nos. 2 and 3)

Del Webb maintains a variety of bonus,  stock option and other incentive  plans.
Many  Del  Webb  executives  also  participate  in  the  Supplemental  Executive
Retirement  Plans and are  parties to  Employment  Agreements  that  provide for
certain  benefits  to be paid upon the  occurrence  of a change of  control  (as
defined in such agreements).  Descriptions of these various plans and agreements
are contained in the Del Webb Proxy Statement.

Now the Company is asking  stockholders to approve the Del Webb Corporation 2000
Executive  Long-Term  Incentive  Plan  (the  "Equity  Plan")  and the  Del  Webb
Corporation  2000 Executive  Management  Incentive Plan (the "Cash-Pay Plan" and
together with the Equity Plan, the "Incentive Plans"). The text of the Incentive
Plans is included as Appendix A and Appendix B to the Del Webb Proxy Statement.


Pacific   Partners  has  reviewed  the  Incentive   Plans  and  recommends  that
stockholders  vote AGAINST the  approval of the  Incentive  Plans.  Quite
simply,  we  believe  that  stockholders   should  not  reward  management  with
additional  compensation  programs given the losses  generated for  stockholders
(negative  32%  cumulative  return  over the last  five  fiscal  years)  and the
generous existing  compensation  already provided to senior management.  See the
Summary  Compensation Table at page 12 of the Del Webb Proxy Statement.



Pacific  Partners also  believes that as presently  drafted the Equity Plan does
not prohibit the re-pricing of awards made thereunder.  What this means in plain
English is that if the Company were to grant stock options under the Equity Plan
and  subsequently  the  Company's  stock price  falls,  the Board can reduce the
option  exercise  price  so the  executive  will be able to buy the  stock  more
cheaply.  In other words,  the option  holder would be able to avoid the adverse
consequences of a stock market price decline. Unfortunately, stockholders cannot
get the  same  treatment.  We are  locked  in at our  original  purchase  price.
Furthermore,  re-pricing  could have  adverse  accounting  consequences  for the
Company.


Specifically, Article 3, Section 3.2 of the Equity Plan sets forth the authority
of the Human Resources Committee in administering the Equity Plan and the awards
thereunder. This section is absolutely silent on the issue of re-pricing options
and other stock grants made under that plan.

                                      12



Interestingly,  by  comparison  Article 3, Section 3.2 of the Cash-Pay Plan sets
forth the  authority of the  Committee in  administering  the Cash-Pay  Plan and
provides  specifically  that  "the  Committee  shall not have the  authority  to
re-price previously issued and currently  outstanding Awards without stockholder
approval."  Obviously,  Del Webb has clearly demonstrated that when it wishes to
prohibit the  opportunity to re-price  Awards,  it is capable of  implementing a
plan with provisions that will accomplish that goal.  However,  this language is
contained  in a plan where  such  provisions  are  effectively  required  by the
provisions  of the  Internal  Revenue  Code.  The Equity Plan does not contain a
similar  provision,  presumably  only because Del Webb was not  compelled to add
such  language to a stock-based  plan like the Equity Plan.  Given the Company's
present  historical  performance  record,  we believe  its  stockholders  should
withhold  approval of the Equity Plan because,  in  administering  the Plan, the
Board has the unbridled discretion to re-price previously issued options.


As our  proxy  statement  was  going to press  we  discovered  that Del Webb has
apparently agreed with  Institutional  Shareholder  Services (a proxy voting and
advisory firm, "ISS") that it will amend the Equity Plan to prohibit re-pricing.
This is because  if the  Company  did not agree to do this then we  believe  ISS
would recommend to all of its clients that they vote AGAINST the Equity Plan.

While we are glad to see that our campaign is  apparently  getting some results,
we still  think that in light of the  negative  32% five year  total  cumulative
returns that stockholders have endured, this is not the time to be approving new
equity incentive plans.  Furthermore,  we also think that management should redo
their plan and resubmit it to stockholders so we can all see the anti-re-pricing
language for ourselves. Sometimes it pays to have a watch dog.


          Pacific Partners recommends that stockholders vote:

          AGAINST  the  approval  of  the  Del  Webb  2000  Executive  Long-Term
          Incentive Plan (Proposal No. 2); and

          AGAINST  the  Del  Webb  2000  Executive   Management  Incentive  Plan
          (Proposal No. 3).

Ratification  of Appointment of Principal  Independent  Public  Accounting  Firm
(Proposal No. 4)

The  Company's  Board of  Directors  has  appointed  the firm of KPMG LLP as Del
Webb's  principal  independent  public  accounting  firm and  seeks  stockholder
ratification of this appointment.  Pacific Partners makes no recommendation with
respect  to  ratification  of the  appointment  of  KPMG  LLP  as the  Company's
principal  independent public accounting firm for the year ending June 30, 2001.
Shares  represented  by a valid,  unrevoked  BLUE proxy card will  ABSTAIN  with
respect to such proposal unless otherwise specified.

                                      13



                       VOTING PROCEDURES AND OTHER MATTERS

Three Directors are to be elected at the Annual Meeting.  Since Pacific Partners
is only proposing two nominees,  if both of our nominees are elected, one of the
Company's  nominees will also be elected.  We are also  soliciting  authority to
vote for one of the  nominees  being  sponsored  by Del  Webb.  While we are not
allowed to state  affirmatively  who we intend to vote for, we can tell you that
if you grant us authority to vote for one of the Company's nominees, we will NOT
vote for Glenn  Schaeffer or Anthony  Wainwright.  If you vote on our BLUE proxy
card, you have the  opportunity to withhold  authority to vote for the Company's
remaining  nominee  by  writing  his name on the BLUE  proxy  card in the  space
provided.  For  information  regarding  the  Company's  nominees for election as
Directors,  please  refer  to the Del  Webb  Proxy  Statement.  There  can be no
assurance  that the  Company's  nominee  will serve if  elected  with any of our
nominees.

For the proxy solicited hereby to be voted, the enclosed BLUE proxy card must be
signed  and  returned  in time to be voted at the 2000  Annual  Meeting.  Shares
represented by a valid, unrevoked BLUE proxy card will be voted as specified. If
no  specification is made, such shares will be voted (1) FOR the election of the
Pacific Partners' nominees; (2) AGAINST the approval of the Del Webb Corporation
2000  Executive  Long-Term  Incentive  Plan; (3) AGAINST the approval of the Del
Webb Corporation 2000 Executive  Management Incentive Plan; and (4) ABSTAIN with
respect to the  ratification  of the  appointment  of KPMG LLP as the  principal
independent  public  accounting  firm of the Company for the year ended June 30,
2001.


If you wish to vote FOR the  election of the Pacific  Partners'  nominees,  your
latest dated proxy must be a BLUE proxy card.  If you have already  returned the
Company's  white proxy  card,  you have the right to revoke it as to all matters
covered thereby and may do so by subsequently  signing,  dating, and mailing the
enclosed  BLUE proxy card.  ONLY YOUR LATEST  DATED PROXY CARD WILL COUNT AT THE
2000 ANNUAL  MEETING.  Execution of a BLUE proxy card will not affect your right
to  attend  the 2000  Annual  Meeting  and to vote in  person.  Any proxy may be
revoked as to all matters  covered  thereby at any time prior to the time a vote
is taken by (i) filing with the  Secretary of the Company a later dated  written
revocation or a duly executed proxy;  (ii) submitting to Pacific Partners a duly
executed  proxy bearing a later date; or (iii)  attending and voting at the 2000
Annual Meeting in person.  Attendance at the 2000 Annual Meeting will not itself
constitute a revocation.


Except as set forth in this Proxy  Statement,  Pacific  Partners is not aware of
any other  matter to be  considered  at the 2000  Annual  Meeting.  If any other
matter  is  presented  at the 2000  Annual  Meeting,  the  persons  named on the
enclosed  BLUE proxy  card will vote in  accordance  with  their  best  judgment
concerning such matter.

If any of your  shares  are held in the name of a  brokerage  firm,  bank,  bank
nominee or other  institution on the record date, only that institution can vote
your  shares  and  only  upon  its  receipt  of  your   specific   instructions.
Accordingly,  please contact the person  responsible for your current account at
such  institution  and instruct that person to execute and return the BLUE proxy
card on your behalf.  You should also sign, date and mail the voting instruction
form (or BLUE proxy card) that your broker or banker  sends you.  Please do this
for each account you maintain to ensure that all of your shares are voted.

                                      14


Only the  holders of record as of the close of  business on the record date will
be entitled to vote at the 2000 Annual Meeting. If you were a stockholder on the
record date, you will retain your voting rights for the 2000 Annual Meeting even
if you sell such shares after the record date. Accordingly, it is important that
you vote the  shares  you own on the  record  date or grant a proxy to vote such
shares, even if you sell your shares after the record date.

The  shares of Common  Stock are the only  shares of  capital  stock of Del Webb
entitled  to notice of, and to vote at, the 2000  Annual  Meeting.  The Del Webb
Proxy  Statement  for the 2000 Annual  Meeting  provides  information  about the
number of shares of Common  Stock  outstanding  and  entitled  to vote as of the
record date, and reference is made thereto for such information. Every holder of
shares of Common  Stock is entitled  to one vote for each share of Common  Stock
held. In accordance  with Del Webb's By-laws,  at the 2000 Annual  Meeting,  the
holders of a majority of the shares of Common Stock issued and  outstanding  and
entitled to vote thereat,  present in person or represented  by proxy,  shall be
required for the purpose of  establishing  a quorum.  For election of directors,
those  nominees  receiving  a  plurality  of the votes  cast will be  elected as
directors. "Plurality" means that the nominees who receive the largest number of
votes cast will be elected as directors. Shares not voted will have no affect on
the election of directors.  In order for the 2000 Executive Long-Term Incentive
Plan and the 2000 Executive  Management Incentive Plan to be defeated (Proposals
2 and 3), if a quorum is present,  it will be necessary that more votes are cast
against the approval of these proposals than votes that are cast for approval.

Abstentions and broker non-votes are not votes cast and, therefore,  will not be
counted in determining voting results, although abstentions and broker non-votes
will be treated as shares that are present and  entitled to vote for purposes of
determining the presence of a quorum. For additional  information  regarding the
nature,  treatment and affect of abstentions and broker non-votes,  please refer
to the Del Webb Proxy Statement.

If you have any  questions,  or need further  assistance,  please call our proxy
solicitor, D.F. King at (800) 207-2872.

                   INFORMATION REGARDING PACIFIC PARTNERS AND
                     OTHER PARTICIPANTS IN THE SOLICITATION


The members of Pacific  Partners  are Levine  Investments  Limited  Partnership,
Arturo R. Moreno,  GRW Holding,  LLC and the Contadino Family Trust.  William S.
Levine is the  manager of Levine  Investments  Limited  Partnership  and Pacific
Partners.  Garth R.  Wieger is the  manager  of GRW  Holding,  LLC and Joseph F.
Contadino  is the  trustee of the  Contadino  Family  Trust.  Pacific  Partners,
William Levine, Arturo Moreno, Garth Wieger, Joseph Contadino and Brian O'Connor
may be deemed  to be  "participants"  in this  solicitation  under  the  federal
securities laws.

Pacific  Partners owns an aggregate of 1,002,186  shares of the Company's Common
Stock,  representing  approximately  5.49% of the  outstanding  shares of Common
Stock,  with an aggregate  cost,  including  commissions of  $15,389,732  and an
aggregate market value based on the closing price of the stock on The New York
Stock Exchange on October 17, 2000 of approximately $24,929,376.


Pacific Partners is a Delaware limited  liability  company formed by its members
for the  purpose of  investing  in Del Webb.  Additional  information  regarding
Pacific  Partners,  its  members  and the  participants  in  this  solicitation,
including recent purchases of Common Stock, is set forth on Annex 1 hereto.

                                      15



Except as set forth in this  Proxy  Statement  (including  Annex 1  hereto),  no
member of Pacific Partners nor, to the best knowledge of Pacific  Partners,  any
nominee of Pacific Partners or any other participant in this solicitation or any
of their respective associates: (i) directly or indirectly beneficially owns any
shares of Common Stock or any other securities of the Company;  (ii) has had any
relationship  with the Company in any capacity other than as a  stockholder,  or
has been a party to any transaction,  or series of similar  transactions,  since
the  beginning of the  Company's  last fiscal year with respect to any shares of
the Company's capital stock; (iii) knows of any transactions since the beginning
of the Company's last fiscal year, currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a party, in which the
amount  involved  exceeds  $60,000  and  which  any of them or their  respective
affiliates had, or will have, a direct or indirect material  interest;  (iv) has
any  interest in the matters to be voted on at the 2000  Annual  Meeting,  other
than an interest, if any, as a stockholder of the Company; (v) has been indebted
to the Company; or (vi) has been convicted of a criminal  proceeding  (excluding
traffic violations or similar misdemeanors) during the past ten years.

In  addition,  other  than as set forth in this Proxy  Statement  (or in Annex 1
hereto), there are no contracts,  arrangements or understandings entered into by
Pacific Partners or any other  participant in this  solicitation or any of their
respective  associates  within the past year with any person with respect to any
of the Company's securities, including, but not limited to, joint ventures, loan
or option arrangements,  puts or calls, guarantees against loss or guarantees of
profit,  division of losses or profits, or the giving or withholding of proxies.
In addition,  except as otherwise  described elsewhere herein or in the Schedule
13D filed by Pacific  Partners,  as amended,  neither  Pacific  Partners nor any
other participant in this solicitation or any of their respective associates has
been  engaged  in  contacts,  negotiations  or  transactions  with  the  Company
concerning  a  merger,  consolidation,   acquisition,   tender  offer  or  other
acquisition of securities,  or a sale or other transfer of a material  amount of
assets;  or had any other  transaction  (other than this proxy  solicitation and
matters incidental thereto) with the Company or any of its executive officers or
directors that would require  disclosure  under the rules and regulations of the
SEC.

Except as set forth in this  Proxy  Statement  (including  Annex 1  hereto),  no
member of Pacific  Partners or, to the best knowledge of Pacific  Partners,  any
nominee of Pacific Partners or any other participant in this solicitation or any
of their respective associates,  has entered into any agreement or understanding
with any person with respect to (i) any future employment by the Company or (ii)
any future transactions to which the Company will or may be a party.

Pacific  Partners filed a Schedule 13D with the SEC on August 17, 2000 and filed
Amendment  No. 1 to the Schedule 13D on August 31,  2000.  The Schedule  13D, as
amended,  contains additional information about Pacific Partners, the members of
Pacific Partners, Pacific Partners' nominees and their respective affiliates and
associates. See also "Nominees for Election as Directors."


                                      16

                             SOLICITATION; EXPENSES

In  connection  with our  solicitation  of  proxies  for use at the 2000  Annual
Meeting, such proxies may be solicited by mail, courier service,  advertisement,
telephone, facsimile or other electronic means, and in person. Solicitations may
be made by the  members of Pacific  Partners  and  Pacific  Partners'  nominees.
Proxies may be similarly solicited by executives and administrative employees of
the  members of  Pacific  Partners  and its  nominees,  for which no  additional
compensation  will be  paid.  Banks,  brokerage  houses  and  other  custodians,
nominees and fiduciaries will be requested to forward the solicitation  material
from Pacific  Partners to their  customers for whom they hold shares and Pacific
Partners will reimburse these record holders for customary  clerical and mailing
expenses incurred by them in forwarding these materials to their customers.

Pacific Partners has retained D.F. King & Co., Inc. for advisory services and to
assist in the  solicitation of proxies.  Pacific Partners has agreed to pay D.F.
King & Co.,  Inc. a fee of up to  $200,000,  has agreed to  reimburse it for its
reasonable  out-of-pocket expenses and has agreed to indemnify D.F. King against
certain  liabilities and expenses  including  liabilities and expenses under the
federal  securities  laws.  Approximately 25 persons will be used by D.F. King &
Co., Inc. in its solicitation of proxies for use at the 2000 Annual Meeting.


The entire  expense of  preparing,  assembling,  printing and mailing this Proxy
Statement  and  related  materials  and the cost of  soliciting  proxies for the
nominees  proposed by Pacific Partners for the 2000 Annual Meeting will be borne
by Pacific  Partners.  We do not intend to seek  reimbursement for such expenses
from Del Webb or any other party or parties. Pacific Partners estimates that its
total expenditures  relating to the solicitation  (other than any possible costs
that may be incurred if  litigation  is initiated)  will be  approximately  $1.0
Million.  Total expenditures to date have been approximately  $625,000.  Pacific
Partners will bear all expenses related to this solicitation and will not seek
reimbursement from Del Webb.












                                      17



                       CERTAIN INFORMATION ABOUT DEL WEBB


Del Webb is a Delaware  corporation with its principal  executive office located
at 6001 North 24th Street,  Phoenix,  Arizona 85106.  Del Webb is subject to the
informational  requirements of the Securities  Exchange Act of 1934, as amended,
and in accordance  therewith is required to file reports,  proxy  statements and
other  information  with  the  SEC.  Reports,   registration  statements,  proxy
statements and other information filed by Del Webb with the SEC can be inspected
and copied at the public reference facilities maintained by the SEC at Judiciary
Plaza,  450 Fifth Street,  N. W. Room 1024,  Washington,  D.C. 20549, and at the
SEC's Regional  Offices,  Judiciary Plaza, 500 West Madison Street,  Suite 1400,
Chicago,  Illinois  60661 and 7 World Trade  Center,  New York,  New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street,  N. W.,  Washington,  D.C.  20549,  at prescribed  rates.
Documents filed  electronically  by Del Webb are also available at the SEC's Web
site (http://www.sec.gov).


Information   regarding   shares   outstanding   as  of  the  record  date,  the
establishment of a quorum, vote required for approval,  treatment of abstentions
and "broker non-votes," admission requirements for the Annual Meeting, ownership
of shares of Common Stock by Directors and executive officers of Del Webb and by
other persons who own more than five percent of the outstanding shares of Common
Stock,  the  background of the  Company's  nominees for election to the Board of
Directors,  the  compensation  paid and payable to the  Company's  Directors and
executive  officers,  the  committees of Del Webb's Board of Directors and their
responsibilities  and the meetings of Del Webb's Board of Directors  and certain
committees  thereof and  requirements  regarding the  submission of  stockholder
proposals to be considered  for inclusion in Del Webb's proxy  statement for the
2001  Annual  Meeting  of  Stockholders  is  contained  in the  Del  Webb  Proxy
Statement.  Pacific  Partners  assumes no  responsibility  for the  accuracy  or
completeness of such information.


The 2000 Annual Meeting of  Stockholders  is scheduled to be held on November 2,
2000 at 9:00 a.m. at the Renaissance Esmeralda Resort, 44-400 Indian Wells Lane,
Indian Wells,  California (the "Annual Meeting").  The Company has set the close
of business on  September  5, 2000 as the record date for the  determination  of
stockholders entitled to notice of, and to vote at, the Annual Meeting.







                                      18


                                  OTHER MATTERS

Reference is made to the Del Webb Proxy Statement for information concerning Del
Webb  stock,  beneficial  ownership  of the  stock  by,  and  other  information
concerning,  the Company's  Board and management,  the principal  holders of the
stock and the procedure for submitting  stockholder  proposals for consideration
at the November 2, 2000 Annual Meeting.

Pacific  Partners does not know of any matter other than those  described  above
that will be presented for action at the Annual  Meeting.  If other matters come
before the meeting,  the persons  named as proxies  intend to vote in accordance
with their judgment.


This Proxy  Statement and BLUE Proxy Card will first be sent to  stockholders on
or about October 19, 2000.


Pacific  Partners'  mailing  address is 1702 East  Highland  Avenue,  Suite 310,
Phoenix, Arizona 85016. For additional information or if you have any questions,
please contact our proxy solicitor, D.F. King & Co., Inc. at (800) 207-2872.

PLEASE IGNORE THE  SOLICITATIONS  OF THE CURRENT BOARD AND ANY OTHER PARTIES AND
DO NOT VOTE ON OR RETURN TO THE  COMPANY OR ANY OTHER  PARTY ANY PROXY CARD THAT
YOU MAY RECEIVE,  EVEN TO VOTE AGAINST THE PROPOSALS SPONSORED BY THE COMPANY OR
ANY OTHER PARTY. RETURNING ANY PROXY CARD PROVIDED YOU BY THE COMPANY OR ANOTHER
PARTY COULD  REVOKE THE BLUE PROXY CARD THAT YOU SIGN,  DATE AND SEND TO PACIFIC
PARTNERS.



October 19, 2000.                                         PACIFIC PARTNERS, LLC










                                      19



                                   ANNEX 1

A.   Background
     ----------

     INFORMATION REGARDING PACIFIC PARTNERS, ITS MEMBERS AND PARTICIPANTS
                              IN THE SOLICITATION

        Unless otherwise noted, all of the individuals listed in this Annex 1
are citizens of the United States.

1.       Pacific Partners, LLC, a Delaware limited liability company

a.       Address:          1702 East Highland Avenue
                           Suite 310
                           Phoenix, Arizona 85016

b.       Principal Business:  Investments

c.       Manager: William S. Levine

d.       Members: Levine Investments Limited Partnership
                  Arturo R. Moreno
                  GRW Holding, LLC
                  Contadino Family Trust

2.       William S. Levine (Manager of Pacific Partners, LLC, General Partner
         of Levine Investments Limited Partnership and Director Nominee)

a.       Address:          1702 East Highland Avenue
                           Suite 310
                           Phoenix, Arizona 85016

b.       Principal Occupation:  Chairman, Infinity Outdoor, Inc.

c.       Principal Business:    Outdoor advertising

d.       Business Address:      1702 East Highland Avenue
                                Suite 310
                                Phoenix, Arizona 85016

3.       Levine Investments Limited Partnership, an Arizona limited partnership

a.       Address: 1702 East Highland Avenue
                  Suite 310
                  Phoenix, Arizona 85016

b.       Principal Business:  Investments

c.       General Partner:  William S. Levine


4.       Arturo R. Moreno, a resident of Arizona

a.       Address: 2502 N. Black Canyon Highway
                  Phoenix, Arizona  85009

b.       Principal Occupation:   Chief Executive Officer, Infinity Outdoor, Inc.

c.       Principal Business:        Outdoor advertising

d.       Business Address:          2502 N. Black Canyon Highway
                                    Phoenix, Arizona  85009

5.       GRW Holding, LLC, an Arizona limited liability company

a.       Address: 6900 E. Second Street
                  Scottsdale, Arizona  85251

b.       Principal Business:  Investments

c.       Manager: Garth R. Wieger

d.       Members: Garth R. Wieger
                  ATG, LLC
                  Tom Blake
                  Debbie Eden

6.       Garth R. Wieger (Manager of GRW Holding, LLC)

a.       Address: 6900 E. Second Street
                  Scottsdale, Arizona  85251

b.       Principal Occupation:  Manager, Journey Homes, L.L.C.

c.        Principal Business:       Homebuilding

d.        Business Address: 6900 E. Second Street
                            Scottsdale, Arizona  85251

7.       Contadino Family Trust, a revocable trust, formed under the laws of
         Arizona

a.       Address: 9034 North 23rd Avenue
                  Suite 1
                  Phoenix, Arizona  85021

b.       Principal Business:  Investment trust

c.       Trustee: Joseph F. Contadino

8.       Joseph F. Contadino (Trustee for the Contadino Family Trust)

a.       Address: 9034 N. 23rd Avenue
                  Suite 1
                  Phoenix, Arizona  85021

b.       Principal Occupation:  Owner, Universal Homes, Inc.

c.       Principal Business:       Homebuilder

d.       Business Address: 9034 N. 23rd Avenue
                           Suite 1
                           Phoenix, Arizona  85021

9.       Brian J. O'Connor (Director Nominee)

a.       Address:  1702 East Highland Avenue, Suite 301
                   Phoenix, Arizona  85016

b.       Principal Occupation:   Senior Vice President - Hutchison, Shockey,
                                 Erley & Co.

c.       Principal Business:     Investment banking

d.       Business Address: 1702 East Highland Avenue, Suite 301
                           Phoenix, Arizona  85016


B.       Common Stock Purchases by Pacific Partners and other Participants
         -----------------------------------------------------------------
Date       Number of Shares Acquired             Price/Share    Total Cost

05/12/00            2,000                          14 13/16      29,650.00

05/15/00            2,000                          14 13/16      29,650.00

05/15/00            5,000                          15 1/8        75,650.00

05/16/00            2,000                          15 5/16       30,650.00

05/18/00            2,000                          15 7/16       30,910.00

05/18/00            1,200                          15 1/2        18,625.00

05/18/00            1,800                          15 9/16       28,037.50

05/19/00            3,000                          15 1/2        46,525.00

05/24/00            6,000                          15 1/2        93,085.00

05/24/00            5,000                          15 9/16       77,837.50

05/24/00            4,000                          15 5/8        62,525.00

05/25/00              100                          15 5/16        1,556.25

05/25/00            1,000                          15 3/8        15,400.00

05/25/00            5,000                          15 1/2        77,525.00

05/26/00            3,600                          15            54,055.00

05/26/00            2,000                          15 1/8        30,275.00

05/26/00            1,900                          15 7/16       29,356.25

05/30/00           17,000                          15 1/16      256,115.00

05/30/00            3,000                          15 3/16       45,587.50

05/30/00           31,000                          15 1/4       472,837.50

05/31/00           20,000                          15           300,260.00

05/31/00            5,000                          15 3/16       75,962.50

Date       Number of Shares Acquired              Price/Share   Total Cost

06/01/00           12,700                          15           190,668.75

06/02/00              400                          15 3/8         6,175.00

06/05/00           10,000                          15 5/16      153,160.00

06/05/00            5,000                          15 1/4        76,275.00

06/06/00           16,800                          15 1/4       256,252.00

06/07/00           10,000                          15 1/4       152,635.00

06/07/00            6,000                          15 3/8        92,275.00

06/14/00           75,000                          15         1,125,947.50

06/14/00           25,000                          15 1/8       378,197.50

06/15/00          152,500                          15         2,289,416.25

06/15/00           25,000                          15 1/16      376,635.00

06/16/00           50,000                          15           750,135.00

06/19/00           15,800                          14 7/8       235,232.50

06/19/00           50,000                          15           750,135.00

06/20/00            4,400                          14 7/8        65,515.00

06/20/00           80,000                          15         1,200,210.00

06/21/00           20,200                          14 7/8       300,535.50

06/23/00            7,900                          14 5/8       115,567.25

06/23/00           20,000                          14 3/4       295,260.00

06/26/00              500                          14 9/16        7,306.25

06/26/00           10,000                          14 5/8       146,285.00

06/27/00           20,600                          14 5/8       301,336.50

06/27/00           20,000                          14 3/4       295,260.00

06/27/00           50,000                          14 15/16     747,510.00

06/30/00              200                          14 3/4         2,975.00


Date       Number of Shares Acquired              Price/Share   Total Cost

07/03/00            6,000                          14 15/16      89,650.00

07/03/00           20,000                          15           300,060.00

07/13/00            9,500                          14 13/16     140,847.50

07/14/00            6,900                          14 3/4       101,871.25

07/14/00           15,500                          14 13/16     229,797.50

07/17/00           15,500                          14 3/4       228,828.75

07/18/00            1,600                          14 5/8        23,430.00

07/19/00            3,400                          14 5/8        49,777.50

07/26/00              700                          14 5/8        10,262.50

07/26/00              100                          14 3/4         1,500.00

08/01/00            8,000                          15 1/8       121,030.00

08/03/00              200                          15             3,025.00

08/04/00              700                          15            10,525.00

08/04/00            2,000                          15 1/8        30,275.00

08/07/00            5,000                          15 9/16       77,837.50

08/07/00            6,300                          17           107,125.75

08/08/00              200                          18 1/16        3,637.50

08/08/00           19,800                          18 1/8       358,934.50

08/08/00            2,900                          18 3/8        53,312.50

08/10/00              100                          18 9/16        1,881.25

08/10/00            1,900                          18 5/8        35,421.25

08/10/00            5,400                          18 3/4       101,327.50

08/10/00            1,000                          19            19,025.00

08/11/00            3,000                          19 1/16       57,212.50

08/15/00            3,000                          19 1/4        57,775.00

08/15/00            2,000                          19 7/16       38,900.00

08/15/00            7,000                          19 5/16      135,215.00

08/16/00              200                          19 3/16        3,862.50


Date       Number of Shares Acquired              Price/Share   Total Cost

08/16/00            1,486                          Capital contribution by
                                                   Contadino Family Trust


08/16/00            4,900                          19 1/4        94,350.00

08/16/00            3,000                          19 5/16       57,962.50

08/16/00            3,000                          19 3/8        58,172.50

08/16/00            4,000                          19 1/2        78,025.00

08/17/00              600                          19 5/16       11,612.50

08/17/00           13,200                          19 1/2       257,400.00

08/25/00            1,500                          19 11/16      29,531.25

08/25/00           11,000                          19 3/4       217,250.00
                  -------                                    -------------
PACIFIC PARTNERS
TOTAL           1,002,186                                    15,389,732.00
                ---------                                    -------------


         The aggregate  amount of funds required by Pacific Partners to purchase
the 1,002,186 shares of Common Stock owned by it was $15,389,732,  including any
brokerage commissions and Common Stock contribution. Except for shares of Common
Stock purchased  pursuant to the margin account referenced below, all funds used
to purchase Common Stock were obtained from Pacific  Partners'  working capital.
Pacific Partners has borrowed a total of approximately $2,398,867.23 to purchase
Common  Stock  pursuant  to margin  arrangements  established  in  Stockholder's
Customer Agreement with Spear, Leeds & Kellogg (a copy which is filed as Exhibit
99.1 to Pacific Partners' Schedule 13D on file with the Securities and Exchange
Commission).  On July 10, 2000, Brian O'Connor acquired 2,000 shares of Del Webb
Common Stock.


                                   ANNEX 2

              Del Webb Corporation Annual Meeting November 2, 2000
           THIS PROXY IS SOLICITED ON BEHALF OF PACIFIC PARTNERS, LLC
        IN OPPOSITION TO THE BOARD OF DIRECTORS OF DEL WEBB CORPORATION

                                      PROXY

The undersigned  stockholder of Del Webb Corporation (the "Company")  hereby (i)
acknowledges  receipt of the Proxy Statement dated October 19, 2000 from Pacific
Partners,  LLC;  (ii) revokes any and all prior  proxies in  connection  with or
related to the following matters and (iii) appoints William B. Shearer,  Jr. and
Richard H. Miller,  or either one of them, with full power of  substitution,  to
act as proxies for the undersigned, and to vote all shares of Common Stock which
the  undersigned is entitled to vote at the 2000 Annual Meeting of  Stockholders
of Del Webb Corporation on November 2, 2000, and any adjournment or postponement
thereof,  as specified below and in their discretion on all other matters coming
before the meeting.  This proxy is revocable and will be voted as directed,  but
if no instructions are specified,  this proxy will be voted (1) FOR the election
of each of Pacific  Partners'  Nominees and one of the Company's  nominees other
than Glenn W. Schaeffer or C. Anthony  Wainwright;  (2) AGAINST  approval of the
Del Webb 2000 Executive  Long-Term  Incentive Plan; (3) AGAINST  approval of the
Del Webb 2000 Executive  Management Incentive Plan; and (4) ABSTAIN with respect
to the ratification of the appointment of KPMG LLP as the Company's  independent
public  accounting  firm for the year ending June 30, 2001.  At the present time
Pacific  Partners  knows of no other  business  to be  presented  at the  Annual
Meeting.

                            Continued on reverse side

           Pacific Partners  recommends a vote FOR proposal 1 and AGAINST
proposals 2 and 3.

1.       Election of Directors

              Pacific Partners' nominees to serve for 3-year terms.
              William S. Levine and Brian J. O'Connor.
              _____ For all nominees listed above.
              _____ Withhold authority to vote for all nominees listed above.

         Instruction:  To withhold  authority  to vote for one or more  persons
         nominated  by  Pacific  Partners,  mark FOR  above  and  cross out the
         name(s) of the person with respect to whom authority is withheld.

         Company Nominees

         Pacific  Partners also intends to use this Proxy to vote for one person
         nominated by the Company other than the Company  nominees listed below.
         You may withhold  authority to vote for one or more additional  Company
         nominees,  by writing the name of the  nominee(s)  below.  Refer to the
         Proxy Statement  dated  September 22, 2000  distributed by Del Webb for
         the name and other information concerning such nominee(s).  There is no
         assurance  that the  Company's  nominee will serve as a Director if the
         Pacific  Partners  nominees are elected to the Board.  Company nominees
         with respect to whom Pacific Partners is NOT seeking  authority to vote
         for and WILL NOT exercise any such authority:

         Glenn W. Schaeffer, C. Anthony Wainwright

2.       Pacific Partners recommends a vote AGAINST proposal 2.
         Approval of the Del Webb 2000 Executive Long-Term Incentive Plan.
         _____         For        _____       Against     _____      Abstain


3.       Pacific Partners recommends a vote AGAINST proposal 3.
         Approval of the Del Webb 2000 Executive Management Incentive Plan.
         _____         For        _____       Against     _____      Abstain

4.       Pacific Partners makes no recommendation with respect to proposal 4.
         Ratification of appointment of KPMG LLP as the Company's independent
         public accounting firm for the year ending June 30, 2001.
         _____         For        _____       Against     _____      Abstain

                                        Dated __________________________, 2000



                                        Signature(s) Please sign name exactly as
                                        it  appears  hereon.   When  signing  as
                                        attorney,  executor, trustee or in other
                                        representative   capacity,   state  full
                                        title.

                        (IMPORTANT - PLEASE FILL IN DATE)