-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k8FQCKE9WKPO+NrsPJq5e4GUYbeKxlYqz3xih7d1gQi91xxL8Lhb8P4TN8i3ePbd dZJsrH3TFtYMCZDLUEPLrQ== 0000950147-95-000094.txt : 199506290000950147-95-000094.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950147-95-000094 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL CORP CENTRAL INDEX KEY: 0000105189 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 860077724 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04785 FILM NUMBER: 95550020 BUSINESS ADDRESS: STREET 1: 2231 E CAMELBACK RD CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6028088000 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK ROAD STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: WEBB DEL E CORP DATE OF NAME CHANGE: 19880728 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 11-K ------------- [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the Fiscal Year Ended December 31, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the Transition Period From ____________ to ____________ Commission File Number 1-04785 ------------------------------- DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN (Full title of the plan) ------------------------------- DEL WEBB CORPORATION (Exact name of Issuer as specified in charter) 6001 North 24th Street, Phoenix, AZ 85016 (602) 808-8000 (Address, including zip code, and telephone number and area code, of Issuer's principal executive offices) Dated: June 28, 1995 REQUIRED INFORMATION A. Financial Statements 1. Audited Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993. 2. Audited Statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1994. B. Exhibit 23. Consent of KPMG Peat Marwick LLP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Del Webb Corporation Retirement Savings Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN By LYNN SCHUTTENBERG ________________________________________ Name: Lynn Schuttenberg Title: Chairman of Benefits Advisory Committee Dated: June 28, 1995 Independent Auditors' Report Benefits Advisory Committee Del Webb Corporation Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Del Webb Corporation Retirement Savings Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Del Webb Corporation Retirement Savings Plan as of December 31, 1994 and 1993, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in the attached Schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick LLP Phoenix, Arizona April 28, 1995 DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1994 and 1993 1994 1993 ---- ---- Assets: Investments, at fair value (note 4): Del Webb Stock Fund $ 1,845,227 1,074,001 Mutual funds 12,078,462 11,267,481 Money market funds 4,645,682 3,858,575 Participant loans 594,960 456,970 ----------- ---------- Total investments 19,164,331 16,657,027 ----------- ---------- Receivables: Participants' contributions 79,958 -- Employer's contributions 31,332 -- ----------- ---------- Total assets 19,275,621 16,657,027 ----------- ---------- Liabilities: Settlements payable -- 71,673 ----------- ---------- Net assets available for plan benefits $19,275,621 16,585,354 =========== ========== See accompanying notes to financial statements. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1994, 1993 and 1992 1994 1993 1992 ---- ---- ---- Additions to net assets attributed to: Investment income (note 4): Net appreciation (depreciation) in fair value of investments (note 3) $ (524,280) 779,936 (194,094) Interest and dividends 936,267 1,151,047 1,121,152 ------------ ---------- ---------- 411,987 1,930,983 927,058 ------------ ---------- ---------- Contributions: Participants' 2,319,625 1,606,109 1,304,046 Employer: Matching 844,130 548,122 501,995 Discretionary (note 7) 496,236 500,524 375,000 ------------ ---------- ---------- Total additions 4,071,978 4,585,738 3,108,099 ------------ ---------- ---------- Deductions from net assets attributed to: Distributions to and withdrawals by participants 1,356,055 1,451,670 1,063,320 Administrative and other expenses 25,656 17,822 18,100 ------------ ---------- ---------- Total deductions 1,381,711 1,469,492 1,081,420 ------------ ---------- ---------- Net increase 2,690,267 3,116,246 2,026,679 Net assets available for plan benefits: Beginning of year 16,585,354 13,469,108 11,442,429 ------------ ---------- ---------- End of year $ 19,275,621 16,585,354 13,469,108 ============ ========== ========== See accompanying notes to financial statements. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1994, 1993 and 1992 (1) Description of Plan The following description of the Del Webb Corporation (Company and Sponsor) Retirement Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan and covers all employees of the Company and participating affiliates who are 21 years of age or older, other than those covered by a collective bargaining agreement negotiated in good faith with the Company. Terms of the agreement provide for covered employees to become participants generally after completion of six months of service. (b) Contributions Participants may contribute from 2% to 6% of their salary (not to exceed the limits set forth by the Internal Revenue Code, $9,240 in 1994 and $8,994 in 1993) as required deposits on which the Company will provide a matching contribution ("matching contributions"), which is determined by the Corporation's Board of Directors. During the three years ended December 31, 1994, the matching contribution has been 50%. Participants may also deposit up to 9% of their salaries above their required deposits as a voluntary deposit ("voluntary deposits") for which the Company provides no matching contribution. The Plan also allows the Company to make a "discretionary" contribution to the Del Webb Stock Fund. During 1992, the Plan was amended to exclude the allocation of the discretionary contribution to any participant covered by any other incentive compensation plans offered by the Company. During 1993, the Plan was also amended to exclude the allocation of the discretionary contribution to any participant eligible for the Company's Deferred Compensation Plan. The Plan is subject to the regulations established by the Employee Retirement Income Security Act of 1974 (ERISA). As of December 31, 1994, the Plan had met the minimum funding requirements established by ERISA. (c) Participant Accounts The Plan allows for each participant to control the allocation of their assets between the various investment funds and make changes to this allocation at any time. Consequently, each participant's account reflects earnings or losses resulting from their investment decisions. (d) Vesting Participants become 100% vested in their contributions as well as employer contributions made on their behalf on the date of contribution. (e) Benefits Benefits are payable upon termination of employment, retirement, death, election at age 59-1/2 or termination of the Plan. Participants can receive a lump sum distribution or installment payments for up to a ten-year period. (f) Participant Loans Generally, participants may borrow up to 50% of their account balance subject to a minimum of $1,000 and a maximum of $50,000. Minimum monthly repayments of $50 are required. Each loan shall bear an interest rate equal to the average rate on certificates of deposit with maturities equivalent to the length of the loan at the beginning of the month the loan is made. The duration of the loans are subject to a minimum term of twelve months and a maximum term of 54 months. Participant loans are stated at the principal balance of the loans outstanding. (g) Investment Funds The following is a description of each investment fund as of December 31, 1994: o Del Webb Stock Fund - investment in common stock of the Company. o Fidelity Puritan Fund - investment in a broadly diversified portfolio of high-yielding securities. o Fidelity Magellan Fund - investment in stocks of companies with above-average growth potential. o Fidelity Growth & Income Fund - investment in a broadly diversified portfolio of high-yielding securities. o Fidelity Intermediate Bond Fund - investment in various types of bonds that offer a return in excess of money market rates. o Fidelity Stock Selector Fund - investments in stocks of companies which are deemed by the Fund manager to be undervalued in relation to other companies in the same industry. o Fidelity Retirement Money Market Fund - investment in high-quality short-term money market instruments. o Bank of America Money Market Fund - represents an interest bearing fund used to accumulate contributions temporarily, which are then transferred to participant specified investments on a monthly basis. (h) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employer Retirement Income Security Act of 1974 (ERISA). In the event of Plan termination, participants will be entitled to 100 percent of their account balances. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements have been prepared on the accrual basis and present the net assets available for plan benefits and changes in those net assets. (b) Investment Valuation Investments in mutual funds are stated at the Plan's proportionate interest in the net assets of the funds, which are valued at market. Investments in money market funds are stated at the reinvested share values which represent market. Investments in common stock of the Corporation are valued at the quoted market price. The market valuations are determined by the trustee for the Plan. (c) Administrative and Other Expenses Other than trustee fees, administrative expenses of the Plan are paid directly by the Company, accordingly, such expenses are not reflected in the accompanying financial statements. (d) Securities Transactions Purchases and sales of securities are recorded on a trade-date basis. (e) Reclassifications Certain 1992 and 1993 amounts have been reclassified to conform with the 1994 financial statement presentation. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements (3) Changes in Fair Market Value of Investments Net appreciation (depreciation) in fair market value of investments (including investments bought, sold and held) during the years ended December 31, 1994, 1993 and 1992 follows:
1994 1993 1992 -------------------------- -------------------------- -------------------------- Realized Unrealized Realized Unrealized Realized Unrealized Gain (Loss) Gain (Loss) Gain Gain (Loss) Gain Gain (Loss) ----------- ---------- ---- ---------- ----------- ---------- Del Webb Stock Fund $ 53,468 148,723 14,710 (72,052) 214,846 (125,765) Mutual funds: Fidelity Puritan Fund 31,730 (260,220) 113,766 24,513 29,135 41,862 Fidelity Magellan Fund 78,865 (369,448 167,383 315,496 99,498 (403,355) Fidelity Retirement Growth Fund -- -- -- -- 23,329 (23,144) Fidelity Growth & Income Fund 29,921 (156,307) 18,962 163,597 2,252 (57,906) Fidelity Intermediate Bond Fund (15,875) (44,214) 8,929 14,566 757 (8,819) Fidelity Stock Selector Fund 11,573 (32,496) 6,973 3,093 35 13,181 -------- --------- ------- -------- ------- -------- 136,214 (862,685) 316,013 521,265 155,006 (438,181) -------- --------- ------- -------- ------- -------- Totals 189,682 (713,962) 330,723 449,213 369,852 (563,946) -------- --------- ------- -------- ------- -------- Net appreciation (depreciation) in fair value of investments $ (524,280) 779,936 $ (194,094) ========== ======= ==========
DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements Notes to Financial Statements (4) Investments The following represents changes in the investments of the plan during 1994, 1993 and 1992: Year ended December 31, 1994:
Fidelity Fidelity Del Webb Fidelity Fidelity Growth & Intermediate Stock Puritan Magellan Income Bond Fund Fund Fund Fund Fund -------- ------- -------- --------- ------------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation)in fair value of investments $ 202,192 (228,491) (290,583) (126,386) (60,089) Interest and dividends 16,878 281,181 202,372 176,964 45,892 ------- ------- ------- ------- ------ 219,070 52,690 (88,211) 50,578 (14,197) ------- ------- ------- ------- ------ Contributions: Participants' 194,158 310,171 721,954 427,666 129,443 Employer: Matching 66,498 123,269 242,234 147,449 48,983 Discretionary 496,236 - - - - ------- ------- ------- ------- ------ Total additions 975,962 486,130 875,977 625,693 164,229 ------- ------- ------- ------- ------- Deductions from net assets attributed to: Distributions to and withdrawals by participants (112,653) (238,289) (565,888) (84,427) (26,825) Administrative and other expenses (128) (3,284) (2,371) (1,418) (890) -------- --------- -------- ------- -------- Total deductions (112,781) (241,573) (568,259) (85,845) (27,715) --------- --------- -------- ------- -------- Interfund transfers, net (91,955) 217,438 (259,035) (127,271) (315,689) --------- --------- --------- --------- --------- Net increase (decrease) 771,226 461,995 48,683 412,577 (179,175) Net assets available for plan benefits: Beginning of year 1,074,001 3,116,087 5,050,182 2,023,519 660,408 --------- --------- --------- --------- ------- End of year $1,845,227 3,578,082 5,098,865 2,436,096 481,233 ========= ========= ========= ========= =======
Year ended December 31, 1994: - -----------------------------
Fidelity Bank of Fidelity Retirement America Stock Money Money Selector Market Market Participant Fund Fund Fund Loans Total ------- ------- ------- ----------- ----- Additions to net assets attributed to: Investment income: Net appreciation(depreciation) in fair value of investments (20,923) -- -- -- (524,280) Interest and dividends 23,721 160,782 10,827 17,650 936,267 ------- ------- ------ ------ ------- 2,798 160,782 10,827 17,650 411,987 ------- ------- ------ ------ ------- Contributions: Participants' 138,119 359,929 (41,773) - 2,239,667 Employer: Matching 48,990 141,895 (6,520) - 812,798 Discretionary - - - - 496,236 ------- ------- ------- ------ --------- Total additions 189,907 662,606 (37,466) 17,650 3,960,688 ------- ------- ------- ------ --------- Deductions from net assets attributed to: Distributions to and withdrawals by participants (37,521) (341,056) - (21,069) (1,427,728) Administrative and other expenses (14) (14,130) (875) (2,546) (25,656) --------- --------- ------ -------- ---------- Total deductions (37,535) (355,186) (875) (23,615) (1,453,384) --------- --------- ------- -------- ---------- Interfund transfers, net (85,471) 500,469 17,559 143,955 - -------- ------- ------ ------- --------- Net increase (decrease) 66,901 807,889 (20,782) 137,990 2,507,304 Net assets available for plan benefits: Beginning of year 417,285 3,529,402 329,173 456,970 16,657,027 ------- --------- ------- ------- ---------- End of year 484,186 4,337,291 308,391 594,960 19,164,331 ======= ========= ======= ======= ==========
DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements Year ended December 31, 1993: - -----------------------------
Fidelity Fidelity Del Webb Fidelity Fidelity Growth & Intermediate Stock Puritan Magellan Income Bond Fund Fund Fund Fund Fund -------- -------- -------- -------- --------- Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments $(57,342) 138,279 482,879 182,559 23,495 Interest and dividends 11,702 362,966 461,068 105,942 52,688 --------- ------- ------- ------- ------ (45,640) 501,245 943,947 288,501 76,183 --------- ------- ------- ------- ------ Contributions: Participants' 173,967 219,108 300,026 296,544 107,032 Employer: Matching 42,379 82,687 138,133 104,437 37,262 Discretionary - - - - - ------- ------- ------- ------- ------- Total additions 170,706 803,040 1,382,106 689,482 220,477 ------- ------- --------- ------- ------- Deductions from net assets attributed to: Distributions to and with- drawals by participants 56,239 123,887 648,324 61,688 119,715 Administrative and other expenses 603 2,822 1,336 819 564 ---------- ------- ------- ------ ------- Total deductions 56,842 126,709 649,660 62,507 120,279 ---------- ------- ------- ------ ------- Interfund transfers, net 10,910 292,734 385,781 105,377 (71,205) ---------- ------- ------- ------- ------- Net increase (decrease) 124,774 969,065 1,118,227 732,352 28,993 Net assets available for plan benefits: Beginning of year 949,227 2,147,022 3,931,955 1,291,167 631,415 ---------- --------- --------- --------- ------- End of year $1,074,001 3,116,087 5,050,182 2,023,519 660,408 ========== ========= ========= ========= =======
Year ended December 31, 1993: - -----------------------------
Fidelity Bank of Fidelity Fidelity Retirement America Guaranteed Stock Money Money Investment Selector Market Market Contract Participant Fund Fund Fund Fund Loans Totals -------- -------- -------- --------- -------- ------ Additions to net assets attributed to: Investment income Net appreciation(depreciation) in fair value of investments 10,066 - - - - 779,936 Interest and dividends 26,406 107,421 5,039 2,972 14,843 1,151,047 ------ ------- ----- ----- ------ --------- 36,472 107,421 5,039 2,972 14,843 1,930,983 ------ ------- ----- ----- ------ --------- Contributions: Participants' 88,358 417,192 138,009 - - 1,740,236 Employer: Matching 33,652 114,526 49,076 - - 602,152 Discretionary - 500,524 - - - 500,524 ------- ---------- ------- ----- ------- ---------- Total additions 158,482 1,139,663 192,124 2,972 14,843 4,773,895 ------- ---------- ------- ----- ------- ---------- Deductions from net assets attributed to: Distributions to and with- drawals by participants 9,998 372,522 - 11,644 7,264 1,411,281 Administrative and other expenses 7 10,823 689 159 - 17,822 ------ ------- ------ ------ ----- --------- Total deductions 10,005 383,345 689 11,803 7,264 1,429,103 ------ ------- ------ ------ ----- --------- Interfund transfers, net 25,755 (571,084) (50,154) (142,560) 14,446 - ------ -------- ------ ------- ----- -------- Net increase (decrease) 174,232 185,234 141,281 (151,391) 22,025 3,344,792 Net assets available for plan benefits: Beginning of year 243,053 3,344,168 187,892 151,391 434,945 13,312,235 ------- --------- ------- ------- ------- ---------- End of year 417,285 3,529,402 329,173 - 456,970 16,657,027 ======= ========= ======= ======= ======= ==========
DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements Year ended December 31, 1992:
Fidelity Fidelity Del Webb Fidelity Fidelity Growth & Intermediate Stock Puritan Magellan Income Bond Fund Fund Fund Fund Fund -------- -------- -------- -------- -------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 89,081 70,997 (303,857) (55,654) (8,062) Interest and dividends 12,831 199,615 559,096 159,057 38,832 ------- ------- ------- ------- ------- 101,912 270,612 255,239 103,403 30,770 ------- ------- ------- ------- ------ Contributions: Participants' 92,232 171,834 295,008 225,261 75,509 Employer: Matching 34,592 72,356 119,533 91,144 33,419 Discretionary 42,583 53,900 55,533 27,395 6,456 -------- ------- ------- ------- ------- Total additions 271,319 568,702 725,313 447,203 146,154 -------- ------- ------- ------- ------- Deductions from net assets attributed to: Distributions to and withdrawals by participants 99,847 235,169 380,441 82,089 20,851 Administrative and other expenses 1,261 4,066 2,655 81 - --------- ------- ------- ------ ------ Total deductions 101,108 239,235 383,096 82,170 20,851 --------- ------- ------- ------ ------ Interfund transfers, net (225,636) 199,876 (39,192) 434,721 153,668 --------- ------- -------- ------- ------- Net increase (decrease) (55,425) 529,343 303,025 799,754 278,971 Net assets available for plan benefis: Beginning of year 1,019,332 1,645,452 3,639,420 524,770 365,576 --------- --------- --------- --------- ------- End of year $ 963,907 2,174,795 3,942,445 1,324,524 644,547 ========= ========= ========= ========= =======
Fidelity Fidelity Fidelity Fidelity Retirement Guaranteed Stock Retirement Money Investment Selector Growth Market Contract Fund Fund Fund Fund Totals ------- --------- --------- --------- ------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments 13,216 185 - - (194,094) Interest and dividends 5,271 216 126,148 20,086 1,121,152 ------ --- ------- ------ ---------- 18,487 401 126,148 20,086 927,058 ------ --- ------- ------ ---------- Contributions: Participants' 26,846 23,866 393,490 - 1,304,046 Employer: Matching 10,654 9,204 131,093 - 501,995 Discretionary 375 7,429 181,329 - 375,000 ------ ----- ------- ------ --------- Total additions 56,362 40,900 832,060 20,086 3,108,099 ------ ------ ------- ------ --------- Deductions from net assets attributed to: Distributions to and withdrawals by participants 10,459 - 213,620 20,844 1,063,320 Administrative and other expenses - - 9,317 720 18,100 ------ ------ ------- ------ ---------- Total deductions 10,459 - 222,937 21,564 1,081,420 ------ ------ ------- ------ ---------- Interfund transfers, net 205,938 (240,074) (116,032) (373,269) - ------- ------- ------- ------- -------- Net increase (decrease) 251,841 (199,174) 493,091 (374,747) 2,026,679 Net assets available for plan benefis: Beginning of year - 199,174 3,522,567 526,138 11,442,429 -------- ------- --------- -------- ---------- End of year 251,841 - 4,015,658 151,391 13,469,108 ======== ======= ========= ======== ==========
DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements (5) Participant Data ---------------- The number of participants in each investment fund at December 31, 1994 and 1993 was as follows: 1994 1993 ---- ---- Del Webb Stock Fund 945 455 Fidelity Puritan Fund 413 323 Fidelity Magellan Fund 593 434 Fidelity Growth & Income Fund 364 247 Fidelity Intermediate Bond Fund 192 119 Fidelity Stock Selector Fund 159 90 Fidelity Retirement Money Market Fund 747 763 (6) Federal Income Taxes -------------------- The Internal Revenue Service issued its latest determination letter on October 6, 1994 which stated that the Plan and its underlying trust qualify under the applicable provisions of the Internal Revenue Code and, therefore, are exempt from federal income taxes. There have been no amendments to the Plan subsequent to the October 6, 1994 determination letter that would effect the Plan's tax exempt status, and in the opinion of the Plan administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Internal Revenue Code. (7) Non Cash Contributions ---------------------- During the year ended December 31, 1994, Del Webb as sponsor of the Plan made a non-cash discretionary contribution consisting of shares of Del Webb stock with a market value of $496,236. Schedule 1 DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1994 Investments - ----------- A comparison of the cost and fair values of investments at December 31, 1994 follows: Identity of Issuer Description of Investment Cost Current Value - ------------------ ------------------------- ---- ------------- Del Webb Del Webb Stock Fund, 104,694 and Corporation 67,125 shares at December 31, 1994 and 1993, respectively $1,407,981 1,845,227 Fidelity Fidelity Puritan Fund, 241,599 and Investments 197,847 units at December 31, 1994 and 1993, respectively 3,535,071 3,578,082 Fidelity Fidelity Magellan Fund, 76,330 and Investments 71,280 units at December 31, 1994 and 1993, respectively 4,744,185 5,098,865 Fidelity Fidelity Growth & Income Fund, Investments 115,509 and 91,067 units at December 31, 1994 and 1993, respectively 2,434,358 2,436,096 Fidelity Fidelity Intermediate Bond Fund, Investments 48,955 and 61,262 units at December 31, 1994 and 1993, respectively 508,574 481,233 Fidelity Fidelity Stock Selector Fund, 27,034 Investments and 22,255 units at December 31, 1994 and 1993, respectively 500,409 484,186 Fidelity Fidelity Retirement Money Market Investments Fund, 4,337,291 and 3,529,403 units at December 31, 1994 and 1993, respectively 4,337,291 4,337,291 Bank of Bank of America Institutional Fund, America 329,172 and 308,391 units at December 31, 1994 and 1993, respec- tively 308,391 308,391 Participant loans 594,960 594,960 ------------ ---------- $ 18,371,220 19,164,331 ============ ========== See accompanying independent auditors' report. Schedule 2 DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Item 27d - Schedule of Reportable Transactions Year ended December 31, 1994 Number of Purchase Selling Cost of Description of Asset Transactions Price Price Asset Net Gain - -------------------- ------------ -------- ------- -------- -------- Del Webb Stock Fund 126 $ 865,108 296,073 242,605 53,468 Fidelity Puritan 171 1,459,906 769,421 737,691 31,730 Fidelity Magellan 219 1,831,550 1,492,284 1,413,419 78,865 Fidelity Growth & Income 145 1,025,328 486,365 456,444 29,921 Fidelity Retirement Money Market 235 2,087,407 1,279,519 1,279,519 - See accompanying independent auditors' report. INDEX TO EXHIBITS Page in Sequential Numbering System in Manually Signed Exhibit Original on Which Number Description Exhibits May Be Found - ------- ----------- --------------------- 23 Consent of KPMG Peat Marwick LLP EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Del Webb Corporation: We consent to incorporation by reference in the Registration Statement No. 33-6564 on Form S-8 of Del Webb Corporation of our report dated April 28, 1995, relating to the statements of net assets available for plan benefits of the Del Webb Corporation Retirement Savings Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1994, and related schedules, which report appears in the December 31, 1994 annual report on Form 11-K of the Del Webb Corporation Retirement Savings Plan. KPMG PEAT MARWICK LLP Phoenix, Arizona June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----