-----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, DLiJfwt2zD+VBw3XeQSO/rtkHULhawm21D0S0WxwNsf+VFe59TilW0tJtj0zre3S 4LgjeNOG9s9WJ37uAN/xjg== 0000950147-95-000211.txt : 19951220 0000950147-95-000211.hdr.sgml : 19951220 ACCESSION NUMBER: 0000950147-95-000211 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951219 EFFECTIVENESS DATE: 19960107 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65163 FILM NUMBER: 95602725 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 19, 1995 Registration No. 33- ______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 ------------------------------------ DEL WEBB CORPORATION (Exact name of Registrant as specified in charter) Delaware 86-0077724 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6001 North 24th Street, Phoenix, AZ 85016 (Address of Principal Executive Office) (Zip Code) ------------------------------------ DEL WEBB CORPORATION 1995 EXECUTIVE LONG-TERM INCENTIVE PLAN (Full title of plan) ------------------------------------ Robertson C. Jones, Esq. Vice President and General Counsel DEL WEBB CORPORATION 6001 North 24th Street Phoenix, Arizona 85016 (Name and address of agent for service) (602) 808-8000 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, 1,200,000 $ 18.95 $22,740,000 $4,548.00 $0.001 par value shares ================================================================================================================================ * Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee using the average of the high and low price of the Registrant's Common Stock reported on the New York Stock Exchange on December 19, 1995. ================================================================================================================================
Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents have been filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), and are incorporated herein by reference: 1. Annual Report on Form 10-K for the fiscal year ended June 30, 1995. 2. Current Report on Form 8-K dated August 10, 1995. 3. Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995. 4. The description of the Company's Common Stock included in Amendment No. 1 to the Company's Registration Statement on Form S-3 (No. 33-60089), as filed on July 21, 1995. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Officers and Directors Reference is made to Section 145 of the Delaware General Corporation Law (the "Delaware GCL"), as amended from time to time ("Section 145"), which provides for indemnification of directors and officers of a corporation in certain circumstances. Under Article 7 of the Company's Amended and Restated Certificate of Incorporation, the Company shall, to the full extent permitted by Section 145, indemnify all persons whom it may indemnify pursuant thereto. Additionally, Article 7 provides, among other matters, that the right to indemnification conferred in Article 7 includes the right to advancement of expenses by the Company, subject to a written undertaking to repay advances required by the Delaware GCL. The Company currently maintains directors' and officers' liability insurance to supplement the protection provided in the Company's Amended and Restated Certificate of Incorporation and its By-laws. Such insurance which is renewable annually and is subject to standard terms and conditions, including exclusions from coverage, insures directors and officers against the cost of defense, settlement, or payment of a judgment under certain circumstances. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibit No. Description ----------- ----------- 5 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included in signature pages). In addition to those exhibits shown above, the Company hereby incorporates by reference the following exhibits: Exhibit No. Description Originally Filed as Exhibit: - -------- ----------- ---------------------------- 4.1 By-laws of the Company Appendix C to the Company's Proxy Statement for the Annual Meeting of Shareholders held November 2, 1994. 4.2 Amended and Restated Appendix B to the Company's Certificate of Proxy Statement for the Incorporation of the Annual Meeting of Shareholders Company held November 2, 1994. 99 Del Webb Corporation Appendix B to the Company's 1995 Executive Long- Proxy Statement for the Annual Term Incentive Plan Meeting of Shareholders held November 8, 1995. Item 9. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on November 27, 1995. DEL WEBB CORPORATION By: /s/Philip J. Dion ----------------------------------- Philip J. Dion Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes Philip J. Dion, Robertson C. Jones, and Donald V. Mickus, and each of them, as attorneys-in-fact, to sign his name on his behalf, individually and in each capacity designated below, and to file any amendments, including post-effective amendments to this registration statement. Signature Title Date --------- ----- ---- By: /s/Philip J. Dion Director, Chairman November 27, 1995 ----------------------- of the Board, and Chief Philip J. Dion Executive Officer (Principal Executive Officer) By: /s/John A. Spencer Senior Vice- November 27, 1995 ----------------------- President and Chief John A. Spencer Financial Officer By: /s/David E. Rau Vice President and November 27, 1995 ------------------------ Controller (Principal David E. Rau Accounting Officer) By: /s/D. Kent Anderson Director November 27, 1995 ------------------------ D. Kent Anderson By: /s/Robert Bennett Director November 27, 1995 ------------------------ Robert Bennett By: /s/Hugh F. Culverhouse, Jr. Director November 27, 1995 ------------------------ Hugh F. Culverhouse, Jr. By: /s/Kenny C. Guinn Director November 27, 1995 ------------------------ Kenny C. Guinn By: /s/J. Russell Nelson Director November 27, 1995 ------------------------ J. Russell Nelson By: /s/Peter A. Nelson Director November 27, 1995 ------------------------ Peter A. Nelson By: /s/Michael E. Rossi Director November 27, 1995 ------------------------ Michael E. Rossi By: /s/C. Anthony Wainwright Director November 27, 1995 ------------------------ C. Anthony Wainwright By: /s/Sam Yellen Director November 27, 1995 ------------------------ Sam Yellen INDEX TO EXHIBITS Page in Sequential Numbering Exhibit System in Manually Signed Original No. Description on Which Exhibits May be Found ------- ----------- ------------------------------ 4.1 By-laws of the (Incorporated by reference to Company. Appendix C to the Company's Proxy statement for the Annual Meeting of Shareholders held November 2, 1994). 4.2 Amended and Restated (Incorporated by reference to Certificate of Appendix B Proxy statement for the Incorporation of the Annual Meeting of Shareholders Company. held November 2, 1994). 5 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Snell & --- Wilmer L.L.P. (included in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney --- (included in signature page). 99 Del Webb Corporation (Incorporated by reference to 1995 Executive Long- Appendix B to the Company's Proxy Term Incentive Plan. Statement for the Annual Meeting of Shareholders of the Company held November 8, 1995). EX-5 2 OPINION OF SNELL & WILMER L.L.P. EXHIBIT 5 December 19, 1995 DEL WEBB CORPORATION 6001 North 24th Street Phoenix, Arizona 85016 Ladies and Gentlemen: Reference is made to your proposed offering pursuant to the Del Webb Corporation 1995 Executive Long-Term Incentive Plan (the "Plan") of up to 1,200,000 shares of the Company's Common Stock, $.001 par value (the "Plan Shares"), as contemplated in the Registration Statement on Form S-8 and the Exhibits thereto to be filed by the Company with the Securities and Exchange Commission (the "SEC"), under the Securities Act of 1933, as amended, on December 19, 1995 (the "Registration Statement"). It is our opinion that: 1. All requisite action, other than any action on the part of the proposed offerees, to make valid the proposed transactions will have been taken when (i) the Registration Statement has been filed with the SEC and has become effective and (ii) the Company has complied with the state securities or "blue sky" laws with respect to the offer and sale of the Plan Shares. 2. Upon completion of the foregoing steps, the Plan Shares, when (i) the purchase price therefor has been paid to the Company and (ii) the same shall have been acquired as contemplated in the Registration Statement, will be validly issued, fully paid, and non-assessable. Consent is hereby given to the use of this opinion as part of the Registration Statement. Very truly yours, Snell & Wilmer L.L.P. EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP [LETTERHEAD] KPMG Peat Marwick LLP Certified Public Accountants EXHIBIT 23.2 ------------ CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------- The Board of Directors Del Webb Corporation: We consent to the use of our report incorporated herein by reference. Our report refers to a change in the method of accounting for income taxes. Phoenix, Arizona December 18, 1995 -----END PRIVACY-ENHANCED MESSAGE-----