-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W1O2b+EkB4/2rJIzUMBSzGbhWBGrSSbwSPVcaQiIAbAHN8zE90m5eZuy5NnaGNph BJQm/S9gS0ff4QGaTGWG3Q== /in/edgar/work/0000919607-00-000412/0000919607-00-000412.txt : 20001027 0000919607-00-000412.hdr.sgml : 20001027 ACCESSION NUMBER: 0000919607-00-000412 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEL WEBB CORP CENTRAL INDEX KEY: 0000105189 STANDARD INDUSTRIAL CLASSIFICATION: [1531 ] IRS NUMBER: 860077724 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-04785 FILM NUMBER: 746437 BUSINESS ADDRESS: STREET 1: 6001 NORTH 24TH STREET CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6028088000 MAIL ADDRESS: STREET 1: 6001 NORTH 24 STREET CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: WEBB DEL E CORP DATE OF NAME CHANGE: 19880728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC PARTNERS LLC CENTRAL INDEX KEY: 0001122096 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 1702 EAST HIGHLAND AVENUE SUITE 310 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 602248 DFAN14A 1 0001.txt PRESS RELEASE 10/26/00 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 PACIFIC PARTNERS' SLATE FOR DEL WEBB BOARD SUPPORTED BY LEADING PROXY ADVISORY FIRM PHOENIX (October 26, 2000) -- Pacific Partners, LLC, a large stockholder of Del Webb Corporation (NYSE:WBB) seeking to elect two nominees to the Del Webb Board of Directors announced today that Institutional Shareholder Services (ISS) has recommended that Del Webb stockholders vote FOR Pacific Partners' nominees - William S. Levine and Brian J. O'Connor. ISS is the world's foremost proxy advisory firm, providing independent proxy analysis and voting recommendations to hundreds of money managers, public and private pension funds and insurance companies, among others, managing billions of dollars of equity investments. In its analysis, ISS stated, in part: o "Most of Pacific Partners' argument regarding inefficiencies are addressed in Del Webb's business plan that has been in effect for the last several years. This would indicate that the company may need help in the implementing its plan as well as capitalizing on its brand name." o "There are also some indications of management entrenchment as shown by the reluctance of Del Webb's board to consider Shea's disputed offer. The question now is how long should shareholders have to wait to see a return on their investment. Should they stay the course for the potential gains that the coming baby boomers have to offer or attempt to cash out now? Either way this choice should be left up to Del Webb shareholders, and their best chance to realize this opportunity may be by injecting some new blood into the board." o "On the contrary, in light of Del Webb's stock performance, it appears [Pacific Partners is] merely concerned about the management of their investment. In this case, we believe the dissident slate will bring a fresh perspective to the Del Webb board and may help to better align the interests of management with those of shareholders." William S. Levine, Manager of Pacific Partners (which owns in excess of 1.0 million shares of Del Webb stock) stated, "We are very gratified that ISS has endorsed our slate of nominees. Now it is up to Del Webb stockholders to rally behind our nominees and us. We are committed to staying the course and investigating all reasonable alternatives for maximizing stockholder value. The performance of the past cannot be permitted to continue in the future." Pacific Partners asks all Del Webb stockholders to review the Pacific Partners proxy statement dated October 19, 2000 carefully. All information regarding Pacific Partners is available at www.pacificpartners.bizland.com. The Pacific Partners nominees for directors are committed to investigating all opportunities for maximizing stockholder value, including Shea and others that become available. "While our nominees, if elected, will not constitute a majority of the Del Webb board and thus could not ensure that the board will 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. 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," Levine said. 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 solicitation, 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- -----END PRIVACY-ENHANCED MESSAGE-----