-----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, GCOlODLkSnPRCtKJtrjcTNgpzYpfmvbmRdWODqy6rSlDyGZNbrhIOw4unIARNtsg NM31gAuUAtYGZZG47pZLQg== /in/edgar/work/20000628/0000950147-00-000978/0000950147-00-000978.txt : 20000920 0000950147-00-000978.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950147-00-000978 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 001-04785 FILM NUMBER: 662402 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 11-K 1 0001.txt FORM 11-K OF DEL WEBB CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 11-K ---------- [X] ANNUAL REPORT PURSUANT TO SECTON 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ___________ to ____________ Commission File Number 1-04785 ---------- RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION (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 27, 2000 REQUIRED INFORMATION A. Financial Statements 1. Audited statements of net assets available for benefits as of December 31, 1999 and 1998. 2. Audited statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999. B. Exhibit 23. Independent Auditors' Consent. 2 INDEPENDENT AUDITORS' REPORT Benefits Advisory Committee Retirement Savings Plan for the Employees of Del Webb Corporation: We have audited the accompanying statements of net assets available for benefits of the Retirement Savings Plan for the Employees of Del Webb Corporation as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999. 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 benefits of the Retirement Savings Plan for the Employees of Del Webb Corporation as of December 31, 1999 and 1998, and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule 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. June 9, 2000 3 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Statements of Net Assets Available for Benefits December 31, 1999 and 1998 1999 1998 ----------- ----------- Assets: Investments, at fair value: Mutual funds $67,998,763 53,555,243 Del Webb Corporate Fund 2,430,164 2,691,333 Participant loans 1,316,586 1,025,641 ----------- ----------- Total investments 71,745,513 57,272,217 ----------- ----------- Receivables: Participant contributions -- 193,221 Employer contributions -- 69,451 ----------- ----------- Total receivables -- 262,672 ----------- ----------- Total assets 71,745,513 57,534,889 ----------- ----------- Net assets available for benefits $71,745,513 57,534,889 =========== =========== See accompanying notes to financial statements. 4 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Statements of Changes in Net Assets Available for Benefits Years ended December 31, 1999, 1998 and 1997
1999 1998 1997 ----------- ----------- ----------- Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments (note 4) $ 5,888,841 6,916,132 5,312,193 Interest and dividends 4,951,765 3,090,161 2,647,079 ----------- ----------- ----------- Total investment income 10,840,606 10,006,293 7,959,272 ----------- ----------- ----------- Contributions: Participants 6,374,013 4,937,014 4,270,252 Employer - matching 2,343,057 1,840,837 1,648,599 Rollover 1,028,568 236,660 358,434 Transfers from other plans 105,580 -- -- ----------- ----------- ----------- Total contributions 9,851,218 7,014,511 6,277,285 ----------- ----------- ----------- Total additions 20,691,824 17,020,804 14,236,557 ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants 6,441,454 4,419,205 3,392,768 Administrative and other expenses 39,746 33,779 52,673 ----------- ----------- ----------- Total deductions 6,481,200 4,452,984 3,445,441 ----------- ----------- ----------- Net increase 14,210,624 12,567,820 10,791,116 Net assets available for benefits: Beginning of year 57,534,889 44,967,069 34,175,953 ----------- ----------- ----------- End of year $71,745,513 57,534,889 44,967,069 =========== =========== ===========
See accompanying notes to financial statements. 5 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 (1) DESCRIPTION OF PLAN The following description of the Retirement Savings Plan for the Employees of Del Webb Corporation (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 eligible employees of Del Webb Corporation (Company and Sponsor) 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. Effective January 1, 1999, the name of the Plan changed from the Del Webb Corporation Retirement Savings Plan to the Retirement Savings Plan for the Employees of Del Webb Corporation. Effective July 1, 1999, the Del Webb Corporation Contractors Retirement Plan merged into the Retirement Savings Plan for the Employees of Del Webb Corporation. $105,580 in assets were transferred into the Plan. All participants were immediately vested in the Plan upon the merger. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) CONTRIBUTIONS Participants may make pretax contributions of 2% to 6% of their compensation to the Plan ("basic pretax contributions"). If such contributions are made by participants, the Company will provide a matching contribution, which is determined by the Corporation's Board of Directors. For the years ended December 31, 1999, 1998 and 1997, the matching contribution was 50% of the participant's basic pretax contributions. Participants may also make unmatched pretax contributions to the Plan ("unmatched pretax contributions"). Effective July 1, 1999, the Plan was amended to allow participants to contribute up to an additional 14% of their compensation, above the basic pretax contributions, to the Plan. Prior to July 1, 1999, participants could contribute up to an additional 9% of their compensation, above the basic pretax contributions, to the Plan. The Company provides no matching contribution for the unmatched pretax contributions. The Plan also allows the Company to make a discretionary contribution to the Plan. The allocation of the discretionary contribution may exclude any participant eligible for the Company's Deferred Compensation Plan or any other Company incentive compensation plan. No such discretionary contributions were made in 1999, 1998 or 1997. The participant contributions to the Plan are subject to the annual deferral limits set forth by the Internal Revenue Code of $10,000 for 1999 and 1998 and $9,500 for 1997. 6 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 (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. Each participant's account is credited with the participant's contribution, the Company matching contribution and an allocation of (a) the Company discretionary contribution, if any, (b) plan earnings, and (c) administrative expenses. Allocations are based on participant earnings or account balance, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. (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, disability, 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. On termination of service, distribution of balances in excess of $5,000 may be deferred until normal retirement age. Participants may withdraw from their account as set forth in the provisions of the Plan document. (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 reduced by the highest outstanding loan balance during the preceding 12 months. 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. (g) INVESTMENT FUNDS The following is a description of each investment fund as of December 31, 1999: * Del Webb Stock Fund - 98% invests in common stock of the Company (a party in interest) and 2% cash. * Fidelity Puritan Fund - Invests in a broadly diversified portfolio of high-yielding securities. * Fidelity Magellan Fund - Invests in stocks of companies with above-average growth potential. * Fidelity Contra Fund - Invests in stocks of companies with potential for capital growth. * Fidelity Growth & Income Fund - Invests in a broadly diversified portfolio of high-yielding securities. * Fidelity Intermediate Bond Fund - Invests in various types of bonds that offer a return in excess of money market rates. 7 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 * Fidelity Low Price Stock - Invests in low-priced common stocks, which can lead to investments in small and medium-sized companies. * Fidelity Stock Selector Fund - Invests in stocks of companies, which are deemed by the Fund manager to be undervalued in relation to other companies in the same industry. * Spartan U.S. Equity Index Fund - Invests in stocks of companies that primarily comprise the S&P 500. * Fidelity Retirement Money Market Fund - Invests in high-quality short-term money market instruments. * Fidelity Diversified International - Invests in foreign securities. Allocates investments across countries and regions considering size of the market in each country and region relative to size of the international market as a whole. * Fidelity Freedom Income - Invests in a combination of Fidelity equity, fixed income, and money market funds. * FID Freedom 2000 - Invests in a combination of Fidelity equity, fixed-income, and money market funds. Targeted to investors expected to retire around the year 2000. * FID Freedom 2010 - Invests in a combination of Fidelity equity, fixed-income, and money market funds. Targeted to investors expected to retire around the year 2010. * FID Freedom 2020 - Invests in a combination of Fidelity equity, fixed-income, and money market funds. Targeted to investors expected to retire around the year 2020. * FID Freedom 2030 - Invests in a combination of Fidelity equity, fixed-income, and money market funds. Targeted to investors expected to retire around the year 2030. * Janus Mercury Fund - Invests in a diversified portfolio of stocks of companies of any size. * Janus Worldwide Fund - Invests in common stocks of foreign and domestic issuers. * Marshall & Ilsley Money Market Fund - Invests in high quality short-term money market instruments 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. 8 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 (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 benefits and changes in those net assets. (b) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (c) INVESTMENT VALUATION AND INCOME RECOGNITION 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 Company are valued at the quoted market price. Participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. (d) ADMINISTRATIVE AND OTHER EXPENSES Other than trustee fees and loan origination fees which are paid by the participants, administrative expenses of the Plan are paid directly by the Company, accordingly, such expenses are not reflected in the accompanying financial statements. (e) PARTY-IN-INTEREST Certain Plan investments are shares of mutual funds managed by Fidelity Investments. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. For the years ended December 31, 1999, 1998 and 1997, the Plan purchased 114,023, 60,387 and 58,583 shares of Del Webb Corporation common stock, respectively, at a cost of $1,251,046, $737,073 and $511,833, respectively. (3) IMPLEMENTATION OF ACCOUNTING PRINCIPLE In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS (SOP 99-3). SOP 99-3 simplifies the disclosure for certain investments and is effective for plan years ending after December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ended December 31, 1999. Accordingly, 9 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 information previously required to be disclosed about participant-directed fund investments programs are not presented in the Plan's 1999 financial statements. The Plan's 1998 and 1997 financial statements have been reclassified to conform to the current year's presentation. (4) INVESTMENTS At December 31, 1999, the fair value of investments which exceeded 5% of net assets available for benefits are as follows: Fidelity Puritan Fund $ 5,867,866 Fidelity Magellan Fund 15,572,170 Fidelity Contra Fund 5,385,502 Fidelity Growth & Income Fund 11,129,401 Fidelity Retirement Money Market Fund 8,908,153 Spartan U.S. Equity Index Fund 3,463,062 Janus Worldwide Fund 3,276,139 Janus Mercury Fund 8,349,683 At December 31, 1998, the fair value of investments which exceeded 5% of net assets available for benefits are as follows: Del Webb Stock Fund $ 2,691,333 Fidelity Puritan Fund 6,746,489 Fidelity Magellan Fund 12,840,070 Fidelity Contra Fund 4,360,226 Fidelity Growth & Income Fund 11,480,770 Fidelity Stock Selector Fund 2,521,841 Fidelity Retirement Money Market Fund 6,569,156 Spartan U.S. Equity Index Fund 3,742,759 During 1999, 1998 and 1997, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $5,888,841, $6,916,132 and $5,312,193, respectively, as follows: For the year ended December 31, 1999: REALIZED UNREALIZED GAIN (LOSS) GAIN (LOSS) ----------- ----------- Mutual Funds $ 819,008 5,339,613 Del Webb Stock Fund (206,818) (62,962) ----------- ----------- 612,190 5,276,651 ----------- ----------- Net appreciation in fair value of investments $ 5,888,841 =========== 10 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 For the year ended December 31, 1998: REALIZED UNREALIZED GAIN GAIN (LOSS) ----------- ----------- Mutual Funds $ 1,548,726 5,134,674 Del Webb Stock Fund 248,163 (15,431) ----------- ----------- 1,796,889 5,119,243 ----------- ----------- Net appreciation in fair value of investments $ 6,916,132 =========== For the year ended December 31, 1997: REALIZED UNREALIZED GAIN GAIN (LOSS) ----------- ----------- Mutual Funds $ 841,197 3,535,296 Del Webb Stock Fund 54,866 880,834 ----------- ----------- 896,063 4,416,130 ----------- ----------- Net appreciation in fair value of investments $ 5,312,193 =========== (5) PARTICIPANT DATA The number of participants in each investment fund at December 31, 1999 and 1998 was as follows: 1999 1998 ----- ----- Del Webb Stock Fund 892 888 Fidelity Puritan Fund 1,143 631 Fidelity Magellan Fund 1,211 1,034 Fidelity Contra Fund 643 560 Fidelity Growth & Income Fund 1,082 979 Fidelity Intermediate Bond Fund 922 368 Fidelity Low Price Stock 36 -- Fidelity Stock Selector Fund 432 419 Spartan U.S. Equity Index Fund 561 459 Fidelity Retirement Money Market Fund 1,625 1,103 PBHG Emerging Growth Fund -- 133 Fidelity Global Balanced Fund -- 123 Fidelity Diversified International 27 -- Fidelity Freedom Income Fund 4 -- FID Freedom 2000 Fund 10 -- FID Freedom 2010 Fund 16 -- FID Freedom 2020 Fund 21 -- FID Freedom 2030 Fund 28 -- Janus Mercury Fund 550 194 Janus Worldwide Fund 486 326 11 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION Notes to Financial Statements December 31, 1999, 1998 and 1997 (6) FEDERAL INCOME TAXES The Plan has received a determination letter dated June 5, 1996 from the Internal Revenue Service (IRS), 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. Although the Plan has been amended since receiving the determination letter, in the opinion of the Plan administrator, the Plan is designed and is currently being operated in compliance with the applicable provisions of the Internal Revenue Code, other than certain operational errors which are being corrected under the IRS Voluntary Compliance Resolution Program, for which the IRS has issued a favorable compliance statement. (7) VOLUNTARY COMPLIANCE RESOLUTION PROGRAM During 1999, two operational defects of the Plan were identified. The first operational defect occurred during the 1988 through 1999 plan years. Certain investment earnings were not allocated in accordance with the terms of the Plan. The second operational defect concerns certain errors regarding participants' investment directions for the 1995 through 1998 plan years. The Company voluntarily applied to the IRS to correct the defects through the Voluntary Compliance Resolution Program. On February 21, 2000, a compliance statement from the IRS was received, whereby the IRS approved the Company's plan for correction. The Company has indicated it will complete the corrective actions approved by the IRS prior to July 20, 2000. (8) SUBSEQUENT EVENTS Effective January 1, 2000, the Plan was amended to include a Safe Harbor Provision, which allows the Plan to automatically pass the non-discrimination rules of the Internal Revenue Code sections 401(k) and 401(m). The employer's matching contribution increased to 100% of the participants' first 3% contributed and 50% of the participants' contributions that exceed 3% but do not exceed 5%. In February 2000, the Benefits Advisory Committee of the Board of Directors of the Company approved a Brokerage link option to the Plan, to be effective July 1, 2000. The Brokerage link option will allow participants to invest in stocks, bonds and mutual funds traded on major exchanges, subject to certain restrictions. 12 SCHEDULE 1 RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION EIN: 86-0077724 PLAN NUMBER: 041 Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E -------- -------- -------- -------- -------- IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT, INCLUDING BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE ---------------- --------------------------------- ---- ----- * Del Webb Corporation Del Webb Stock Fund, 198,251 shares $ ** 2,430,164 * Fidelity Investments Fidelity Puritan Fund, 308,348 units ** 5,867,866 * Fidelity Investments Fidelity Magellan Fund, 113,973 units ** 15,572,170 * Fidelity Investments Fidelity Contra Fund, 89,728 units ** 5,385,503 * Fidelity Investments Fidelity Growth & Income Fund, 235,992 units ** 11,129,401 * Fidelity Investments Fidelity Intermediate Bond Fund, 170,065 units ** 1,659,832 * Fidelity Investments Fidelity Low Price Stock, 4,507 units ** 102,045 * Fidelity Investments Fidelity Stock Selector Fund, 87,991 units ** 2,815,698 * Fidelity Investments Spartan U.S. Equity Index Fund, 66,482 units ** 3,463,062 * Fidelity Investments Fidelity Retirement Money Market Fund, 8,908,153 units ** 8,908,153 * Fidelity Investments Fidelity Diversified International, 6,214 units ** 159,212 * Fidelity Investments Fidelity Freedom Income, 3,300 units ** 37,391 * Fidelity Investments FID Freedom 2000, 4,689 units ** 60,914 * Fidelity Investments FID Freedom 2010, 4,396 units ** 65,364 * Fidelity Investments FID Freedom 2020, 8,262 units ** 135,330 * Fidelity Investments FID Freedom 2030, 6,409 units ** 108,187 Janus Janus Mercury Fund, 190,589 units ** 8,349,683 Janus Janus Worldwide Fund, 42,865 units ** 3,276,139 * Marshall & Ilsley Marshall & Ilsley Money Market Fund, 902,813 units ** 902,813 Participant loans Interest rates range from 3.59% to 5.68% ** 1,316,586 ------------ $ 71,745,513 ============
- ---------- * Party in interest ** Participant-directed investments, cost information is omitted See accompanying independent auditors' report. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Retirement Savings Plan for the Employees of Del Webb Corporation) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION By /s/ Lynn Schuttenberg ------------------------------------ Name: Lynn Schuttenberg Title: Chairman of Benefits Advisory Committee Dated: June 27, 2000 14 INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 23 Independent Auditors' Consent EX-23 2 0002.txt INDEPENDENT AUDITORS' CONSENT INDEPENDENT AUDITORS' CONSENT 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 June 9, 2000, relating to the statements of net assets available for benefits of the Retirement Savings Plan for the Employees of Del Webb Corporation as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999, and related schedule, which report appears in the December 31, 1999 annual report on Form 11-K of the Retirement Savings Plan for the Employees of Del Webb Corporation. /s/ KPMG LLP Phoenix, Arizona June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----