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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 30, 2001
DEL WEBB CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-4785 86-0077724
(Commission File Number) (IRS Employer Identification No.)
6001 North 24th Street
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(602) 808-8088
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 30, 2001, Del Webb Corporation (the "Company") and Pulte
Corporation ("Pulte") and Pulte Acquisition Corporation ("Acquisition") entered
into a Plan and Agreement of Merger (the "Merger Agreement") under which Pulte
will acquire all of the outstanding shares of the Company in a stock for stock
transaction. Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, Acquisition will be merged with and into the
Company, with the Company to be the surviving corporation of such Merger, and as
a result of the Merger, the Company will become a wholly-owned subsidiary of
Pulte.
Pursuant to the Merger Agreement, at the Effective Time (as defined in
the Merger Agreement), each outstanding share of Del Webb common stock, par
value $0.001 per share will be converted into and become the right to receive
the number of shares of common stock of Pulte, par value $0.01 per share ("Pulte
Common Stock") determined as follows (the "Merger Consideration"): (i) if the
average of the last sale price of a share of Pulte Common Stock as reported on
the New York Stock Exchange, Inc. ("NYSE") consolidated tape for the fifteen
NYSE trading days ending on, and including, the third NYSE trading day prior to
the day of the meeting at which the stockholders of Del Webb vote upon the
Merger (the "Market Value") is greater than or equal to $45.04, the Merger
Consideration will be 0.866 shares of Pulte Common Stock for each share of Del
Webb Common Stock.; (ii) if the Market Value of a share of Pulte Common Stock is
equal to or greater than $39.00 but less than $45.04, the Merger Consideration
for each share of Del Webb Common Stock will be the number of shares of Pulte
Common Stock equal to $39.00 divided by the Market Value of each share of Pulte
Common Stock; (iii) if the Market Value of a share of Pulte Common Stock is
equal to or greater than $33.00 but less than $39.00, the Merger Consideration
will be one share of Pulte Common Stock for each share of Del Webb Common Stock;
(iv) if the Market Value of a share of Pulte Common Stock is equal to or greater
than $30.00 but less than $33.00, the Merger Consideration for each share of Del
Webb Common Stock will be the number of shares of Pulte Common Stock equal to
$33.00 divided by the Market Value of each share of Pulte Common Stock; and (v)
if the Market Value of a share of Pulte Common Stock is less than $30.00, the
Merger Consideration will be 1.1 shares of Pulte Common Stock for each share of
Del Webb Common Stock, provided that if the Market Value of a share of Pulte
Common Stock is less than $27.00, the Company will have the right to terminate
the Merger Agreement.
The Merger is subject to, among other things, approval by the
stockholders of the Company of the Merger and by the shareholders of Pulte for
the issuance of Pulte Common Stock in the Merger and related proposals. The
Merger is also subject to receipt of applicable governmental approvals and the
satisfaction of customary closing conditions.
LeRoy C. Hanneman, the Company's President and Chief Executive Officer,
will remain with the Company through the closing and then retire after 29 years
of service to the Company.
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The Board of Directors of Pulte Corporation will be expanded to include three
current members from the Company's Board of Directors
William J. Pulte and affiliated trusts, which own approximately 26% of
the outstanding Pulte Common Stock, have agreed, pursuant to a Voting Agreement,
dated as of April 30, 2001, with the Company (the "Voting Agreement"), to vote
in favor of the issuance of Pulte Common Stock and related proposals.
The Merger Agreement and the Voting Agreement are incorporated by
reference into this Item 5, and the foregoing description of such documents and
the transactions contemplated thereby are qualified in their entirety by
reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
5.1 Plan and Agreement of Merger, dated as of April 30, 2001, by and
among Del Webb Corporation, a Delaware corporation, Pulte
Corporation, a Michigan corporation, and Pulte Acquisition
Corporation, a Delaware corporation.
9.1 Voting Agreement, dated as of April 30, 2001, by and among Del
Webb Corporation, a Delaware corporation, William J. Pulte and
other parties thereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 2, 2001
Del Webb Corporation
By: /s/ Robertson C. Jones
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Name: Robertson C. Jones
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
5.1 Plan and Agreement of Merger, dated as of April 30, 2001, by and
among Del Webb Corporation, a Delaware corporation, Pulte
Corporation, a Michigan corporation, and Pulte Acquisition
Corporation, a Delaware corporation.
9.1 Voting Agreement, dated as of April 30, 2001, by and among Del
Webb Corporation, a Delaware corporation, William J. Pulte and
other parties thereto.
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