DFAN14A 1 0001.txt PRESS RELEASE 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 Resnik (602) 956-8834 PACIFIC PARTNERS DISMISSES DEL WEBB'S BOARD EXPANSION PLAN PHOENIX (October 27, 2000) -- Pacific Partners, LLC, a private investment group seeking to elect two nominees to the Del Webb Board of Directors at the November 2, 2000 Annual Meeting, issued the following statement today in response to the "surprise" announcement by Del Webb that it has decided to increase the size of the Board. "The timing of the Del Webb press release is curious," said Garth Wieger, a member of Pacific Partners. "Suddenly, on the eve of the election, Del Webb has agreed with us that the Board needs new blood and fresh ideas," Wieger said. In a press release distributed today, Del Webb's president and CEO, LeRoy Hanneman, stated that Del Webb would consider "increased board representation by significant shareholders." "This is the same LeRoy Hanneman who recently told Institutional Shareholder Services that he does not necessarily subscribe to the view that directors need to have a certain size stake in the company to have their interests aligned with stockholders," said Wieger. "We own in excess of 1.0 million shares and are in for the long haul. We find it totally disingenuous that the Board suddenly wants to add `additional shareholder representation' when the two incumbent nominees we are seeking to replace only own 816 shares (excluding unexercised stock options) and one of these nominees, Glenn Schaeffer, owns no shares and cannot even vote for himself at the Annual Meeting. If Del Webb truly believed that the Board needs new blood, they could have done this months ago -- not less than a week before the election - and then stockholders could have decided for themselves. "In our view, Del Webb's recent announcement is nothing more than a transparent and desperate ploy to buy votes. We would not be surprised to find out that a deal has already been cut regarding who will be selected by Del Webb as a new director after the `accelerated search' is completed. But, for our money, we don't want the current Board and the current nominating committee (on which the Chairman of the Board for the last 12 years sits), rather than stockholders, picking our new directors. In our view, Del Webb is essentially saying "trust us -- again" to pick stockholder representatives for the Board who can make a difference. "Del Webb wants to put their own handpicked people on the Board. In our view, this has not served stockholders well in the past. We encourage stockholders to elect the Pacific Partners' nominees and send a clear message to management that things need to change. Our nominees will support the replacement of any retiring directors with additional strong representatives of stockholders," Wieger said. Pacific Partners needs 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 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. 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-