-----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, Sfpyokw4zI8BW1ZHauDpZl44UBO+vFtCWuGNIJp+1VKMSDb+AxqoG07syOiqTz4O C4HsEF5Mdl5yLj2wdONM7w== /in/edgar/work/0000919607-00-000414/0000919607-00-000414.txt : 20001030 0000919607-00-000414.hdr.sgml : 20001030 ACCESSION NUMBER: 0000919607-00-000414 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001027 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: 748037 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 10/27/00 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 Oct. 27, 2000 PACIFIC PARTNERS SOLICITS SUPPORT FROM DEL WEBB STOCKHOLDERS PHOENIX (Oct. 27, 2000) -- Pacific Partners, LLC, a private investment group, today announced that it has mailed to Del Webb stockholders the following letter: PACIFIC PARTNERS LLC October 27, 2000 VOTE FOR DIRECTORS WHOSE INTERESTS ARE ALIGNED WITH YOURS DEAR FELLOW DEL WEBB STOCKHOLDER: Pacific Partners LLC owns more than 1,000,000 shares of Del Webb stock - -- more than five times the amount owned by the entire Del Webb Board of Directors (excluding unexercised stock options). We share with you a common interest in seeing Del Webb prosper and the value of our investment grow. However, as you are no doubt painfully aware, Del Webb investors have been taking a beating for years. We want to change that. We are proposing two nominees for election to the Board at the November 2 Annual Meeting. If elected, our nominees will constitute only two seats on Del Webb's ten-man Board. Judging by its past performance in providing returns to stockholders, we believe the Board is in dire need of new ideas, a fresh perspective and directors with a significant personal investment in the Company. In short, we believe that the Del Webb Board needs a wake-up call. REASONS WHY DEL WEBB'S BOARD NEEDS NEW BLOOD 1. Poor Performance Although management tells you it has been "frustrated" by Del Webb's stock performance, it attempts to lay the blame on Wall Street for low valuations for the Company's entire industry. Take a closer look. Over the last five years, Del Webb's total return to stockholders was a negative 32%. During the same period however, the eleven home builders similar to Del Webb posted some impressive returns for their stockholders, averaging a gain of more than 78%. In fact, Del Webb was dead last among these 11 companies, and was the only company to show a negative return for its investors for the last five years. Visit our web site (www.pacificpartners.bizland.com) for more information. 2. Lack of Personal Commitment In our opinion, the best way to align the interests of a company's directors with its stockholders is through a significant personal investment in the company's stock. One of the two directors we are seeking to replace has sat on Del Webb's Board for 12 years, yet he owns only 816 shares of Del Webb stock (excluding unexercised stock options since no personal funds are invested unless and until exercised). The other candidate nominated by management - unlike you - does not own a single share of Del Webb stock other than unexercised options. He is not even entitled to vote for himself at the annual meeting! In contrast, through his ownership interest in Pacific Partners, William Levine has a direct financial interest in over 424,000 shares of Del Webb stock. Our other nominee, Brian O'Connor, is an independent nominee owning 2,000 shares of Del Webb stock and has committed to take all director fees in Del Webb stock. We believe that there can be no doubt that our interests are aligned with yours 3. Board Entrenchment Recently, your Company received a proposal from J.F. Shea Company, Inc. expressing an interest in purchasing all Del Webb shares at a price of $30 per share, a premium of 48.7% over the 90-day average trading price at the time the offer was first announced. Del Webb's CEO, LeRoy Hanneman called the Shea proposal "inadequate" and "deficient in many ways." Although Del Webb management stated later that it would give "careful consideration" to any viable and complete proposal, Shea has publicly criticized Del Webb for being "intent on impeding the process" of bringing a $30 offer to stockholders. We are not in any way endorsing the Shea proposal today, but our nominees, if on the Board, would actively pursue it to see if a transaction is possible that would maximize stockholder value. In deciding whom to believe, we think you should note the wide array of antitakeover devices Del Webb has erected, including a staggered board of directors (preventing a change in control for at least two stockholder meetings), and prohibitions against stockholders calling special meetings, acting by written consent or removing directors (unless a crime is committed). We won't even go into the lucrative golden parachute provisions for certain executives. Whose interests do you think the Board is more concerned with - yours or theirs? WHY PACIFIC PARTNERS' TWO NOMINEES DESERVE YOUR SUPPORT 1. Track Record. Both of Pacific Partners' nominees have demonstrated the ability to provide superior returns for stockholders. Messrs. Levine and O'Connor served as chairman and director, respectively, of Outdoor Systems, Inc., then a publicly-traded outdoor media firm. From its initial public offering in 1996 through its sale in December 1999, stockholders of Outdoor Systems enjoyed a total cumulative return of more than 2,400%. 2. Willing to Explore All Alternatives. If elected to the Del Webb Board, our director nominees will take very seriously their fiduciary duty to protect and advance the best interests of all Del Webb stockholders. We will consider any course of action that might be in the stockholders' interests. We would welcome discussions with a potential suitor to ascertain the highest price they were willing to pay for Del Webb stock. In our view, that is the only way to determine if it is the right time to sell the company. Remember - we stand to make money only if you make money as well. Our gains will be realized by a higher stock price, not through lucrative salaries, bonuses, stock option plans and golden parachutes at the expense of Del Webb stockholders. VOTE TODAY - THE ANNUAL MEETING IS ONLY A FEW DAYS AWAY We need your support to bring new ideas to the Del Webb Board. However, unless your BLUE proxy is received very shortly, your vote for Pacific Partners' nominees may not make it in time to be counted. Please use the enclosed pre-paid courier envelope to return your BLUE proxy. The expense of this service will be paid by Pacific Partners, who will not seek reimbursement from Del Webb. Please make sure your latest-dated proxy is a BLUE card voting FOR Pacific Partners' nominees. A later-dated white card, even if marked "withhold authority" to vote for the management candidates, will revoke your vote for Pacific Partners' nominees. You have the legal right to change your vote and return a BLUE card, even if you have already voted a white card. If you have any questions or need assistance in voting your Del Webb shares, please contact our proxy solicitor, D.F. King & Co., Inc., toll-free at: (800) 207-2872. Thank you for your support. We look forward to working hard on your behalf to maximize the value of our collective investment in Del Webb. Pacific Partners :LLC -- BULLETIN -- As the enclosed letter was going to press, we learned that Institutional Shareholder Services (ISS) had just issued its voting recommendation with respect to the Del Webb proxy contest. 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. ISS has concluded that Del Webb stockholders should vote FOR Pacific Partners' nominees on the BLUE proxy card. 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." (emphasis added) *** Information regarding the identity of persons 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-----