UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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))
[X] Definitive proxy statement
[ ] 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)
J.F. SHEA CO., INC.
(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)(4) and 0-11.
[ ] 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 or schedule and the date of its filing.
[Letterhead of J.F. Shea Co., Inc.]
October 27, 2000
Dear Del Webb Corporation Shareholder:
J.F. Shea Co., Inc. is a Del Webb shareholder and one of the nation's largest
builders and developers of master-planned communities.
We recently submitted a proposal offering to buy Del Webb for $30 cash per
share, subject to limited, confirmatory due diligence and have provided Del Webb
management with documentation confirming our ability to finance such a
transaction. Yet, in our opinion, our repeated attempts to enter into meaningful
discussions with Del Webb management have not been successful.
We strongly believe Del Webb would benefit from new, independent directors on
its Board, which is why we will support the election of the Pacific Partners
nominees at Del Webb's annual meeting on November 2, 2000.
We urge you to vote the BLUE proxy card sent to you by Pacific Partners in favor
of its nominees. Send a message to the Del Webb Board that you want management
to explore every avenue available to maximize the value of Del Webb shares for
the benefit of all shareholders.
Further details about J.F. Shea Co. and our $30 cash proposal to acquire Del
Webb can be found in the enclosed proxy statement which we urge you to read
carefully. If you have any questions or require assistance in voting your
Del Webb shares, please call MacKenzie Partners, Inc. at (800) 322-2885
Toll-Free or at (212) 929-5500.
We appreciate your support of J. F. Shea's $30 cash proposal and the Pacific
Partners nominees.
Sincerely,
/s/ John F. Shea
John F. Shea
J.F. SHEA CO., INC.
PROXY STATEMENT
IN OPPOSITION TO THE NOMINEES OF THE BOARD OF DIRECTORS
OF DEL WEBB CORPORATION
Annual Meeting of Stockholders
November 2, 2000
INTRODUCTION
Several months ago, J.F. Shea Co., Inc. ("J.F. Shea") approached Del Webb
Corporation ("Del Webb") in an effort to negotiate a transaction that we believe
would benefit the shareholders, employees and customers of both companies. We
proposed to acquire all of the outstanding shares of common stock of Del Webb
(the "Common Stock") for $30 per share, subject to limited confirmatory due
diligence. Since then, we have attempted without success to engage Del Webb in
meaningful negotiations.
Del Webb has instead, in our opinion, utilized various excuses and stalling
tactics, including its claim that we do not have the ability to finance the
transaction even though its Chairman, Phillip Dion, has privately admitted that
there is "no doubt" about our ability to secure sufficient financing. Plainly
stated, we believe Del Webb has never negotiated with us in good faith and has
shown no signs that it is willing to do so. Del Webb's recent October 26, 2000
announcement that J.F. Shea has accepted Del Webb's invitation to meet is, in
our opinion, just the latest in its smokescreen tactics. The truth is, we have
been urging Del Webb to have meetings with us for months.
As a result of Del Webb's conduct, on October 9, 2000, we announced that we
intended to vote our shares of Del Webb for the nominees of Pacific Partners LLP
at Del Webb's 2000 Annual Shareholders Meeting (the "2000 Annual Meeting"), and
that we would not file proxy materials in connection with our previously
nominated slate of directors. We explained that the existence of two competing
alternatives to Del Webb's directors' slate would diminish the opportunity of
Del Webb's shareholders to elect a slate of directors committed to enhancing
shareholder value.
On October 25, 2000, we announced that if Pacific Partners' nominees were not
elected, we intended to withdraw our offer to acquire the outstanding shares of
Del Webb for $30 cash per share. In a letter to the Board of Directors of Del
Webb, we explained that we believed that the election of directors will be a
referendum on whether Del Webb's shareholders desire a review of strategic
alternatives for the company, including consideration of any reasonable outside
offers for the company, such as the one we have proposed.
J.F. Shea determined to support Pacific Partners' nominees following
communications with representatives of Pacific Partners that caused J.F. Shea to
conclude that Pacific Partners' nominees would act in the best interests of all
of Del Webb's shareholders. J.F. Shea has no contracts, agreements, arrangements
or understandings with Pacific Partners relating to this
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solicitation of proxies or with respect to the acquisition, disposition or
voting of Del Webb securities. J.F. Shea also has had, and may in the future
have, communications with other shareholders of Del Webb for the purpose of
communicating with them the rationale for J.F. Shea's decision to support the
Pacific Partners' nominees.
In addition, J.F. Shea may have discussions with various financing parties,
lending institutions, potential equity participants with respect to the
financing of its $30 per share offer for all of the shares of Del Webb.
This Proxy Statement will first be sent to stockholders on or about October 30,
2000.
PACIFIC PARTNERS' NOMINEES FOR ELECTION OF DIRECTORS
(Proposal No. 1)
J.F. Shea recommends that you submit your proxy to Pacific Partners on the BLUE
Proxy Card enclosed with the Pacific Partners Proxy Statement dated October 19,
2000 (the "Pacific Partners Proxy Statement") to cast your vote FOR the nominees
of Pacific Partners to be elected at the 2000 Annual Meeting. Information
regarding Pacific Partners' nominees for election to the Del Webb Board is
contained in the Pacific Partners Proxy Statement. J.F. Shea makes no
recommendation with respect to the nominee for election to the Del Webb Board
who is not a Pacific Partners nominee. If you have previously executed a WHITE
proxy card, we urge you to revoke it by executing and delivering a later dated
BLUE proxy card.
OTHER PROPOSALS
The New Del Webb Incentive Plans
(Proposal Nos. 2 and 3)
Del Webb's Board of Directors seeks approval of the Del Webb Corporation 2000
Executive Long-Term Incentive Plan (the "Equity Plan") and the Del Webb
Corporation 2000 Executive Management Incentive Plan (the "Cash-Pay Plan" and
together with the Equity Plan, the "Incentive Plans"). J.F. Shea makes no
recommendation with respect to the Incentive Plans.
Ratification of Appointment of Principal Independent Public Accounting Firm
(Proposal No. 4)
Del Webb's Board of Directors has appointed the firm of KPMG LLP as Del Webb's
principal independent public accounting firm and seeks stockholder ratification
of this appointment. J.F. Shea makes no recommendation with respect to the
ratification of the appointment of KPMG LLP as Del Webb's principal independent
public accounting firm for the year ending June 30, 2001.
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VOTING PROCEDURES AND OTHER MATTERS
Information regarding the submission and revocation of proxies, the number of
shares outstanding as of the record date, the establishment of a quorum, vote
required for approval and the treatment of abstentions and "broker non-votes" is
contained in the Pacific Partners Proxy Statement.
INFORMATION REGARDING J.F. SHEA AND
OTHER PARTICIPANTS IN THE SOLICITATION
The following persons may be deemed to be "participants" in this solicitation
under the federal securities laws: J.F. Shea, John F. Shea, President and Chief
Executive Officer and a principal shareholder of J.F. Shea, and Bruce J. Varker,
Executive Vice President of Finance and Planning of J.F. Shea, Roy Humphreys,
President and Chief Executive Officer of Shea Homes, Batchelder & Partners,
Inc., financial adviser to J.F. Shea, David H. Batchelder, Chairman and Chief
Executive Officer of Batchelder & Partners, Inc., Joel L. Reed, President and
Chief Operating Officer of Batchelder & Partners, Inc., Kathleen D. Scott,
Partner of Batchelder & Partners, Inc., and Ralph V. Whitworth, Partner of
Batchelder & Partners, Inc.
Information regarding J.F. Shea and the other persons who may be deemed to be
participants in this solicitation, including purchases of Common Stock, is set
forth on Annex I hereto.
Except as set forth in this Proxy Statement (including Annex I hereto), neither
J.F. Shea nor, to the best knowledge of J.F. Shea, any other participant in this
solicitation or any of their respective associates: (i) directly or indirectly
beneficially owns any shares of Common Stock or any other securities of Del
Webb; (ii) has had any relationship with Del Webb in any capacity other than as
a stockholder, or has been a party to any transaction, or series of similar
transactions, since the beginning of Del Webb's last fiscal year with respect to
any shares of Del Webb's capital stock; (iii) knows of any transactions since
the beginning of Del Webb's last fiscal year, currently proposed transactions,
or series of similar transactions, to which Del Webb was or is to be a party, in
which the amount involved exceeds $60,000 and which any of them or their
respective affiliates had, or will have, a direct or indirect material interest;
(iv) has any interest in the matters to be voted on at the 2000 Annual Meeting,
other than an interest, if any, as a stockholder of Del Webb; (v) has been
indebted to Del Webb; or (vi) has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years.
Except as set forth in this Proxy Statement (or in Annex I hereto), there are no
contracts, arrangements or understandings entered into by J.F. Shea or, to the
best knowledge of J.F. Shea, any other participant in this solicitation or any
of their respective associates within the past year with any person with respect
to any of Del Webb's securities, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies.
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Except as set forth in this Proxy Statement (including Annex I hereto), neither
J.F. Shea nor, to the best knowledge of J.F. Shea, any other participant in this
solicitation or any of their respective associates, has entered into any
agreement or understanding with any person with respect to (i) any future
employment by Del Webb or (ii) any future transactions to which Del Webb will or
may be a party.
SOLICITATION; EXPENSES
In connection with our solicitation of proxies for use at the 2000 Annual
Meeting, such proxies may be solicited by mail, courier service, advertisement,
telephone, facsimile or other electronic means, and in person. Solicitations may
be made by employees of J.F. Shea, for which no additional compensation will be
paid. Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the solicitation material from J.F. Shea to their
customers for whom they hold shares and J.F. Shea will reimburse these record
holders for customary clerical and mailing expenses incurred by them in
forwarding these materials to their customers.
J.F. Shea has retained MacKenzie Partners, Inc. for solicitation and advisory
services in connection with this solicitation of proxies. J.F. Shea has agreed
to pay MacKenzie Partners, Inc. a fee not to exceed $150,000, has agreed to
reimburse it for its reasonable out-of-pocket expenses and has agreed to
indemnify it against certain liabilities and expenses including liabilities and
expenses under the federal securities laws. Approximately ten persons may be
used by MacKenzie Partners, Inc. in its solicitation of proxies for use at the
2000 Annual Meeting.
Batchelder & Partners, Inc. ("Batchelder") is acting as financial advisor to
J.F. Shea in connection with J.F. Shea's proposed acquisition of Del Webb and is
being compensated for its services in that capacity. Certain principals of
Batchelder may communicate with stockholders of Del Webb for the purpose of
assisting in the solicitation of proxies and may be deemed "participants" in
connection with such solicitation. Batchelder will not receive any additional
fee for or in connection with such activities.
The entire expense of preparing, assembling, printing and mailing this Proxy
Statement and related materials and the cost of soliciting proxies for the
nominees proposed by Pacific Partners for the 2000 Annual Meeting will be borne
by J.F. Shea. We do not intend to seek reimbursement for such expenses from Del
Webb or any other party or parties. J.F. Shea estimates that its total
expenditures relating to the solicitation (other than any possible costs that
may be incurred if litigation is initiated) will be approximately $150,000.
Total expenditures to date have been approximately $30,000.
CERTAIN INFORMATION ABOUT DEL WEBB
Del Webb is a Delaware corporation with its principal executive office located
at 6001 North 24th Street, Phoenix, Arizona 85106. Del Webb is subject to the
informational requirements of the
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Securities Exchange Act of 1934, as amended, and in accordance therewith is
required to file reports, proxy statements and other information with the SEC.
Reports, registration statements, proxy statements and other information filed
by Del Webb with the SEC can be inspected and copied at the public reference
facilities maintained at the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the SEC's Regional Officers, Judiciary
Plaza, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Documents filed electronically by
Del Webb and by Pacific Partners are also available at the SEC's Web site
(http://www.sec.gov).
Information regarding shares outstanding as of the record date, the
establishment of a quorum, vote required for approval, treatment of abstentions
and "broker non-votes," admission requirements to the 2000 Annual Meeting,
ownership of shares of Common Stock by directors and executive officers of Del
Webb and by other persons who own more than five percent of the outstanding
shares of Common Stock, the background of Del Webb's nominees for election to
the Board of Directors, the compensation paid and payable to Del Webb's
directors and their responsibilities and the meetings of Del Webb's Board of
Directors and certain committees thereof and requirements regarding the
submission of stockholder proposals to be considered for inclusion in Del Webb's
proxy statement for the 2001 Annual Meeting of Stockholders is contained in the
Del Webb Proxy Statement dated September 22, 2000 (the "Del Webb Proxy
Statement"). J.F. Shea assumes no responsibility for the accuracy or
completeness of such information.
The 2000 Annual Meeting is scheduled to be held on November 2, 2000 at 9:00 a.m.
at the Renaissance Esmeralda Resort, 44-400 Indian Wells Lane, Indian Wells,
California. Del Webb has set the close of business on September 5, 2000 as the
record date for determination of stockholders entitled to notice of, and to vote
at, the 2000 Annual Meeting.
OTHER MATTERS
Reference is made to the Del Webb Proxy Statement for information concerning Del
Webb stock, beneficial ownership of the stock by, and other information
concerning, Del Webb's Board of Directors and management, the principal holders
of the stock and the procedure for submitting stockholder proposals for
consideration at the 2000 Annual Meeting.
J.F. Shea does not know of any matter other than those described above that will
be presented for action at the 2000 Annual Meeting.
J.F. Shea's mailing address is c/o MacKenzie Partners, Inc., 156 Fifth Avenue,
New York, NY 10010. For additional information or if you have questions, please
contact our proxy solicitor, MacKenzie Partners, Inc. at 800-322-2885 (toll
free) or 212-929-5500 (call collect).
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ANNEX I
A. Background
INFORMATION REGARDING J.F. SHEA CO., INC. AND PARTICIPANTS
IN THE SOLICITATION
The individuals listed in this Annex I are citizens of the United
States.
1. J.F. Shea Co., Inc.
a. Address: 655 Brea Canyon Road, Walnut, California 91789
b. Principal Business: Construction and Real Estate
2. John F. Shea
a. Business Address: 655 Brea Canyon Road, Walnut, California 91789
b. Principal Occupation: Chairman, J.F. Shea Co., Inc.
c. Principal Business: Construction and Real Estate
3. Bruce J. Varker
a. Business Address: 655 Brea Canyon Road, Walnut, California 91789
b. Principal Occupation: Executive Vice President of Finance and Planning, J.F. Shea Co., Inc.
c. Principal Business: Construction and Real Estate
4. Roy Humphreys
a. Business Address: Shea Homes, 655 Brea Canyon Road, Walnut, California 91789
b. Principal Occupation: President and Chief Executive Officer, Shea Homes
c. Principal Business: Developer and Home Builder
5. Batchelder & Partners, Inc.
a. Business Address: 11975 El Camino Real, Suite 300, San Diego, California 92130
b. Principal Business: Financial Advisory Services
6. David H. Batchelder
a. Business Address: Batchelder & Partners, Inc., 11975 El Camino Real, Suite 300, San
Diego, California 92130
b. Principal Occupation: Chairman and Chief Executive Officer, Batchelder & Partners, Inc.
c. Principal Business: Financial Advisory Services
7. Joel L. Reed
a. Business Address: Batchelder & Partners, Inc., 11975 El Camino Real, Suite 300, San
Diego, California 92130
b. Principal Occupation: President and Chief Operating Officer, Batchelder & Partners, Inc.
c. Principal Business: Financial Advisory Services
8. Kathleen D. Scott
a. Business Address: Batchelder & Partners, Inc., 11975 El Camino Real, Suite 300, San
Diego, California 92130
b. Principal Occupation: Partner
c. Principal Business: Financial Advisory Services
9. Ralph V. Whitworth
a. Business Address: Batchelder & Partners, Inc., 11975 El Camino Real, Suite 300, San
Diego, California 92130
b. Principal Occupation: Partner
c. Principal Business: Financial Advisory Services
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B. Common Stock Purchases and Sales by J.F. Shea & Co., Inc. and Other
Participants
Date of Transaction Number of Shares Identity of Acquirer and Relationship
Purchased or Sold
August 24, 2000 100 purchased J. F. Shea Co., Inc.(1)
August 4, 2000 5,300 purchased Shea Homes Limited Partnership(2)
August 8, 2000 6,000 purchased Shea Homes Limited Partnership(2)
August 9, 2000 4,200 purchased Shea Homes Limited Partnership(2)
August 10, 2000 5,000 purchased Shea Homes Limited Partnership(2)
August 15, 2000 1,100 purchased Shea Homes Limited Partnership(2)
August 16, 2000 25,700 purchased Shea Homes Limited Partnership(2)
March 17, 2000 3,000 purchased E & MRP Trust3
March 30, 2000 5,000 purchased E & MRP Trust(3)
April 5, 2000 600 purchased E & MRP Trust(3)
April 6, 2000 1,100 purchased E & MRP Trust(3)
April 18, 2000 5,000 purchased E & MRP Trust(3)
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(1) J.F. Shea Co., Inc. is the stockholder of record. John F. Shea may be deemed
to be a beneficial owner of the Del Webb shares held by J.F. Shea by virtue of
his being a principal stockholder of J.F. Shea.
(2) J.F. Shea Co., Inc. is the General Partner of Shea Homes Limited Partnership
and holds 20% of the equity interest therein, therefore Shea Homes Limited
Partnership may be deemed to be an affiliate of the stockholder of record under
federal securities laws.
(3) The E & MRP Trust owns approximately 25% of the outstanding shares of J.F.
Shea Co., Inc. common stock (the only class of J.F. Shea Co., Inc. stock) and
may be deemed to be an affiliate of the stockholder of record under federal
securities laws.
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TIME IS SHORT.
YOUR VOTE IS IMPORTANT.
VOTE THE BLUE PROXY IN FAVOR OF
THE PACIFIC PARTNERS NOMINESS.
IF YOU HAVE QUESTIONS, PLEASE CALL:
[MACKENZIE PARTNERS, INC LOGO]
156 Fifth Avenue
New York, New York 10010
proxy@mackenziepartners.com
---------------------------
(212) 929-5500 (call collect)
or
TOLL FREE (800) 322-2885
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