DFAN14A 1 0001.txt PRESS RELEASE 10/25/00 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)) /_/ Definitive Proxy Statement /X/ 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 ----------------------------------------------------------------------- NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Denise D. Resnik (602) 956-8834 DEL WEBB'S POOR PERFORMANCE DRIVES PACIFIC PARTNERS' PROXY FIGHT PHOENIX (October 25, 2000) - Poor stockholder returns and entrenched management are the issues driving a proxy fight for two seats on the board of Del Webb Corp. (NYSE:WBB). Pacific Partners, LLC, a private investment group, announced that retirement community developer Del Webb ranked dead last in terms of stockholder returns among similar homebuilding companies. Del Webb ranked No. 11 out of 11 companies with a five-year total return of negative 32 percent; 10 out of 11 with a three-year total return of negative 4.7 percent; and 10 out of 11 with a one-year total return of negative 35.9 percent. See chart below: Total peer group ranked by one-, three- and five-year returns through June 30, 2000 Debt/Book 1 year total 3 year total 5 year total Company Capital return return return -------------------------------------------------------------------------------------------------------------------- CENTEX CORP 58.0% -37.1% 17.4% 70.9% D R HORTON INC 60.5% -17.5% 33.7% 57.3% HOVNANIAN ENTRPRS INC 65.4% -31.4% -5.9% 3.2% KAUFMAN & BROAD HOME CORP 66.8% -19.3% 17.5% 48.3% LENNAR CORP 62.2% -15.3% 66.0% 188.9% MDC HOLDINGS INC 40.8% -12.3% 108.0% 217.6% PULTE CORP 45.9% -5.6% 27.5% 60.1% RYLAND GROUP INC 65.2% -25.0% 60.1% 52.1% STANDARD PACIFIC CP 48.1% -21.1% 2.8% 58.7% TOLL BROTHERS INC 54.2% -4.4% 11.6% 28.1% -------------------------------------------------------------------------------------------------------------------- Arithmetic average 56.7% -18.9% 33.9% 78.5% -------------------------------------------------------------------------------------------------------------------- DEL WEBB 67.6% -35.9% -4.7% -31.9%
1 The companies in the survey are the same as those used by Del Webb in constructing its total return to stockholder chart found on page 15 of its proxy statement dated September 22, 2000, except for the inclusion of MDC Holdings, Inc. MDC's principal line of business, geographic areas of operations and its product price points are similar to those of Del Webb's. The returns are measured through June 30, 2000, the end of Del Webb's fiscal year and consistent with the performance graph included in Del Webb's proxy statement. Del Webb's Shaky Foundation Del Webb has stated that they have laid the foundation for the company's future growth. However, Pacific Partners believes Del Webb's heavy debt load and high operating costs have resulted in the firm's poor historical performance in terms of generating returns to stockholders and achieving greater profitability. Pacific Partners owns in excess of 1 million shares of common stock or 5.49 percent of Del Webb. "We're long-term investors concerned about the future of Del Webb," explained Garth Wieger, a principal of Pacific Partners and CEO of Journey Homes based in Scottsdale, Ariz. "We haven't sold a single share. We would like the company management to be responsive to stockholders, the true owners of Del Webb." Pacific Partners believes that its campaign is starting to have an impact. "As a result of our criticism, we understand that Del Webb is now amending a proposed new management equity incentive plan to clarify that options granted under the proposed plan may not be effectively re-priced. In addition, after we filed our papers for our proxy campaign Del Webb apparently revisited J.F. Shea Company's offer to purchase Del Webb; an offer that had been dubbed as "deficient in many ways" by Del Webb CEO LeRoy Hanneman when it was first publicly disclosed on September 25, 2000," Mr. Wieger said. 2 Pacific Partners met with Del Webb management and made several substantive recommendations including: |X| the creation of smaller communities - compared to Del Webb's current strategy of developing massive communities -- that require smaller initial investments in infrastructure; |X| the leveraging of the Del Webb brand name through partnerships, joint ventures and licensing arrangements with other builders and business entities; |X| the need to streamline operations to reduce SG&A expense in an appropriate manner to be more inline with peer group comparables; |X| establish recurring sources of revenue such as continued ownership of commercial properties and other aspects of communities developed by the company. "By shining a bright public light on the weaknesses of Del Webb, I believe that Pacific Partners has already made a contribution to the stockholders of the company," Mr. Wieger said. "Once on the board, our nominees are committed to seeking out and investigating all reasonable alternatives for maximizing stockholder value and operating the company in a more efficient and profitable manner. As a long-term investor, Pacific Partners will continue to make every effort to ensure that Del Webb moves in a direction that we believe will maximize returns to stockholders. Experience of Pacific Partners' nominees Pacific Partners is soliciting proxies for use at Del Webb's annual stockholders meeting, scheduled for November 2, 2000, for the purpose of electing two Pacific Partner nominees to Del Webb's board of directors and to vote against two management compensation programs. Pacific Partners' board nominees are successful businessmen with proven track records. William S. Levine is the manager of Pacific Partners and chairman of Infinity Outdoor, Inc. As board chairman of Outdoor Systems, Inc. (now Infinity Outdoor), an outdoor media firm, Mr. Levine was deeply involved in the 3 company's growth through acquisitions and interfaced regularly with financial sources and Wall Street. From its initial public offering in 1996 until its sale in December 1999 to Infinity Broadcasting Corporation, the stock of Outdoor Systems increased more than 2,400 percent. The sale of Outdoor Systems to Infinity Broadcasting was in excess of $8 billion. Brian J. O'Connor is senior vice president of Hutchison, Shokey, Erley & Co., a financial services company. He has extensive experience in financial matters, including tax-free infrastructure financing. Pacific Partners believes that Mr. O'Connor would be a strong and independent director and he has no financial interest in Pacific Partners. Together, Mr. Levine and Mr. O'Connor will use their collective experience and high performance standards to ask tough questions and expose senior management to new horizons and new paradigms to assist the directors in making sure that the Del Webb board makes decisions that are in the best interest of the company and its stockholders. A partner of Pacific Partners, Auturo R. Moreno, president and CEO of Outdoor Systems (now Infinity Outdoor), directed and managed a company, which became the largest billboard company in the United States, Canada and Mexico. In addition, two principals of Pacific Partners are respected homebuilding executives with a combined 40 years of hands-on experience in starting and successfully managing large conventional and active adult homebuilding entities. They are Mr. Wieger, CEO of Journey Homes, and Joseph Contadino, owner of Universal Homes. Mr. Wieger was president and CEO of UDC Homes from 1996 to 1998. Following the acquisition of UDC by Shea, he served as COO of Shea Homes. Mr. Contadino joined Del Webb after his company, Coventry Homes, sold to Del Webb in late 1990. He was appointed executive vice president of Del Webb early in 1996. 4 Support a Mandate for Change Although the current Del Webb directors have 72 total years of service to Del Webb, they (a) own less than 1 percent of the outstanding common stock (excluding shares held subject to unexercised options) and (b) are responsible for the business plan and corporate culture that has produced the poor financial results for stockholders mentioned above. Mr. Levine of Pacific Partners has a direct financial interest in approximately 424,000 shares of Del Webb common stock, more than twice as many as all of the Del Webb directors combined (excluding unexercised stock options). Mr. O'Connor owns 2,000 shares, twice as many shares as the two outside incumbent directors currently up for election (again, excluding unexercised stock options) and more than any other director except Peter A. Nelson (16 years of service; 7,000 shares) and Sam Yellen (9 years of service; 2,000 shares). "It's time to have board members whose interests are truly aligned with those of all other Del Webb stockholders," Mr. Wieger said. Pacific Partners asks all Del Webb stockholders to review the Pacific Partners proxy statement dated October 19, 2000 carefully. The Pacific Partners nominees for directors are committed to investigating all opportunities for maximizing stockholder value, including Shea and others that may become available. "While our nominees, if elected, will not constitute a majority of the Del Webb board, we believe that the election of our nominees should be recognized by the other directors as a mandate for change. Even as a minority presence, they will be an active presence committed to pursuing avenues designed to deal with current challenges that we believe are impeding the company's financial flexibility and greater profitability," Wieger said. 5 TIME IS SHORT. THE ANNUAL MEETING IS NOVEMBER 2. VOTE YOUR BLUE PROXY CARD TODAY. By now, Del Webb stockholders should have received Pacific Partners' Proxy Statement and the enclosed BLUE Proxy Card to be used for voting for Pacific Partners' nominees. REMEMBER: EVEN IF YOU HAVE ALREADY VOTED A PROXY CARD IN FAVOR OF MANAGEMENT'S NOMINEES, YOU HAVE EVERY LEGAL RIGHT TO CHANGE YOUR MIND AND VOTE A BLUE PROXY CARD FOR PACIFIC PARTNERS' NOMINEES. ONLY YOUR LATEST DATED PROXY CARD WILL COUNT IN THE FINAL TALLY. Your vote is very important. If you have any questions about voting, please contact D.F. King & Co., Inc. D.F. King & Co., Inc. - 1-800-207-2872 or jcornwel@dfking.com Please Vote Today Information regarding the identity of the person who, under SEC rules, may be deemed to be participants in Pacific Partners' solicitation of Del Webb's stockholders, and their interests in the soliciation, are set forth in Pacific Partners' definitive proxy statement filed October 19, 2000 with the SEC. Copies of the definitive proxy statement are being mailed to Del Webb's stockholders. Stockholders are urged to read the Pacific Partners proxy statement and any other relevant documents that may be filed with the SEC because they contain important information. All of these materials are available free of charge at the Pacific Partners Web site (www.pacificpartners.bizland.com). Stockholders can obtain copies of these documents free of charge at the SEC's Web site (www.sec.gov). Copies are also available free of charge from D.F. King & Co. Inc. at 1-800-207-2872 or jcornwel@dfking.com. Stockholders should read the Pacific Partners proxy statement carefully before making any voting decisions. -30- 6