UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the period ended March 31, 2001.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from N/A to N/A.
Commission File Number: 1-4785
DEL WEBB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0077724
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
6001 North 24th Street, Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
(602) 808-8000
(Registrant's phone number, including area code)
NONE
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of April 30, 2001 Registrant had outstanding 18,708,294 shares of common
stock.
DEL WEBB CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED
MARCH 31, 2001
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 2001,
June 30, 2000 and March 31, 2000..............................1
Consolidated Statements of Earnings for the three and nine
months ended March 31, 2001 and 2000..........................2
Consolidated Statements of Cash Flows for the nine
months ended March 31, 2001 and 2000..........................3
Notes to Consolidated Financial Statements......................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...............................20
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
March 31, June 30, March 31,
2001 2000 2000
----------- ----------- -----------
(Unaudited) (Unaudited)
ASSETS
Real estate inventories (Notes 2, 3 and 6) $ 1,807,251 $ 1,755,398 $ 1,856,368
Cash and short-term investments 4,128 21,038 17,006
Receivables 60,195 36,121 36,674
Property and equipment, net 95,986 96,637 91,251
Other assets 77,411 71,563 74,102
----------- ----------- -----------
$ 2,044,971 $ 1,980,757 $ 2,075,401
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS EQUITY
Notes payable, senior and subordinated debt (Note 3) $ 1,042,232 $ 1,005,424 $ 1,162,014
Contractor and trade accounts payable 90,560 113,574 119,556
Accrued liabilities and other payables 140,050 158,351 136,413
Home sale deposits 156,082 165,762 161,118
Deferred income taxes (Note 4) 64,224 47,030 42,908
Income taxes payable (Note 4) 5,693 8,230 1,987
----------- ----------- -----------
Total liabilities 1,498,841 1,498,371 1,623,996
----------- ----------- -----------
Shareholders' equity:
Common stock, $.001 par value. Authorized 30,000,000
shares; issued 18,708,191 shares at March 31, 2001,
18,360,213 shares at June 30, 2000 and 18,328,258
shares at March 31, 2000 18 18 18
Additional paid-in capital 176,860 170,112 170,326
Retained earnings 376,454 316,240 285,535
----------- ----------- -----------
553,332 486,370 455,879
Less deferred compensation (7,202) (3,984) (4,474)
----------- ----------- -----------
Total shareholders' equity 546,130 482,386 451,405
----------- ----------- -----------
$ 2,044,971 $ 1,980,757 $ 2,075,401
=========== =========== ===========
See accompanying notes to consolidated financial statements.
1
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------- -------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Revenues (Note 5) $ 429,217 $ 499,799 $1,333,828 $1,404,974
---------- ---------- ---------- ----------
Costs and expenses (Note 5):
Home construction, land and other 319,808 384,933 1,012,143 1,087,570
Selling, general and administrative 63,577 67,930 179,928 190,151
Interest (Note 6) 15,992 21,958 50,799 59,348
---------- ---------- ---------- ----------
399,377 474,821 1,242,870 1,337,069
---------- ---------- ---------- ----------
Earnings before income taxes 29,840 24,978 90,958 67,905
Income taxes (Note 4) 8,742 8,992 30,745 24,446
---------- ---------- ---------- ----------
Net earnings $ 21,098 $ 15,986 $ 60,213 $ 43,459
========== ========== ========== ==========
Weighted average shares
outstanding - basic 18,607 18,319 18,488 18,271
========== ========== ========== ==========
Weighted average shares
outstanding - assuming dilution 19,182 18,530 18,934 18,598
========== ========== ========== ==========
Net earnings per share - basic $ 1.13 $ .87 $ 3.26 $ 2.38
========== ========== ========== ==========
Net earning per share - assuming dilution $ 1.10 $ .86 $ 3.18 $ 2.34
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
2
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
March 31,
--------------------------
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers related to operating community home sales $ 1,216,685 $ 1,344,579
Cash received from commercial land and facility sales at operating communities 51,958 49,618
Cash paid for costs related to home construction at operating communities (860,899) (866,202)
----------- -----------
Net cash provided by operating community sales activities 407,744 527,995
Cash paid for land acquisitions at operating communities (12,393) (38,063)
Cash paid for lot development at operating communities (208,501) (231,810)
Cash paid for amenity development at operating communities (75,528) (169,865)
----------- -----------
Net cash provided by operating communities 111,322 88,257
Cash paid for costs related to communities in the pre-operating stage -- (14,716)
Cash received/paid for mortgage operations (10,256) 5,176
Cash received/paid for residential land development project 1,399 (1,907)
Cash paid for corporate activities (72,208) (58,046)
Interest paid (80,778) (82,674)
Cash paid for income taxes (14,866) (10,997)
----------- -----------
NET CASH USED FOR OPERATING ACTIVITIES (65,387) (74,907)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (7,109) (13,177)
Investments in life insurance policies (1,783) (1,821)
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES (8,892) (14,998)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings 344,474 340,797
Repayments of debt (290,885) (257,319)
Proceeds from exercise of common stock options and stock repurchases 3,780 764
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 57,369 84,242
----------- -----------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS (16,910) (5,663)
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 21,038 22,669
----------- -----------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 4,128 $ 17,006
=========== ===========
See accompanying notes to consolidated financial statements.
3
DEL WEBB CORPORATION AND SUBIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
March 31,
----------------------
2001 2000
--------- ---------
Reconciliation of net earnings to net cash used for operating activities:
Net earnings $ 60,213 $ 43,459
Amortization of non-cash common costs in costs and expenses,
excluding interest 300,378 340,937
Amortization of capitalized interest in costs and expenses 50,799 59,348
Deferred compensation amortization 1,022 4,024
Depreciation and other amortization 8,291 9,678
Deferred income taxes 17,193 13,163
Net increase in home construction costs (45,644) (41,467)
Land acquisitions (12,393) (38,063)
Lot development (208,501) (231,810)
Amenity development (75,528) (169,865)
Net change in other assets and liabilities (161,217) (64,311)
--------- ---------
Net cash used for operating activities $ (65,387) $ (74,907)
========= =========
See accompanying notes to consolidated financial statements.
4
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Del Webb
Corporation and its subsidiaries (the "Company"). In the opinion of
management, the accompanying unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments,
primarily eliminations of all significant intercompany transactions and
accounts) necessary to present fairly the financial position, results of
operations and cash flows for the periods presented. Certain financial
statement items from the prior year have been reclassified to be consistent
with the current year financial statement presentation.
The consolidated financial statements should be read in conjunction with
the consolidated financial statements and the related disclosures contained
in the Company's Annual Report on Form 10-K for the year ended June 30,
2000, filed with the Securities and Exchange Commission.
In the Consolidated Statements of Cash Flows, the Company defines operating
communities as communities generating revenues from home closings.
Communities in the pre-operating stage are those not yet generating
revenues from home closings.
The results of operations for the nine months ended March 31, 2001 are not
necessarily indicative of the results to be expected for the full fiscal
year.
(2) REAL ESTATE INVENTORIES
The components of real estate inventories are:
In Thousands
--------------------------------------
March 31, June 30, March 31,
2001 2000 2000
---------- ---------- ----------
(Unaudited) (Unaudited)
Home construction costs $ 306,434 $ 260,790 $ 306,835
Unallocated improvement and amenity costs 1,093,253 1,097,643 1,158,704
Unallocated capitalized interest 129,243 105,213 103,305
Land held for housing 188,089 205,142 232,535
Land held for future development or sale 90,232 86,610 54,989
---------- ---------- ----------
$1,807,251 $1,755,398 $1,856,368
========== ========== ==========
At March 31, 2001 the Company had 415 completed homes and 776 homes under
construction that were not subject to a sales contract. These homes
represented $69.1 million of home construction costs at March 31, 2001. At
March 31, 2000 the Company had 329 completed homes and 823 homes under
construction (representing $61.4 million of home construction costs) that
were not subject to a sales contract.
Included in land held for future development or sale at March 31, 2001 were
170 acres of commercial land and 1,041 acres of residential land that are
currently being marketed for sale at the Company's active adult
communities. Also included is 531 acres of commercial land currently being
marketed for sale at the Company's Anthem Arizona project.
5
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(3) NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT
Notes payable, senior and subordinated debt consists of:
In Thousands
--------------------------------------
March 31, June 30, March 31,
2001 2000 2000
---------- ---------- ----------
(Unaudited) (Unaudited)
9 3/4% Senior Subordinated Debentures due 2003, $ 99,212 $ 98,903 $ 98,801
net, unsecured
9% Senior Subordinated Debentures due 2006,
net, unsecured 98,654 98,449 98,381
9 3/4% Senior Subordinated Debentures due 2008,
net, unsecured 146,701 146,338 146,217
9 3/8% Senior Subordinated Debentures due 2009,
net, unsecured 196,230 195,880 195,763
10 1/4% Senior Subordinated Debentures due 2010,
net, unsecured 144,674 144,223 144,073
Notes payable to banks under a senior revolving
credit facility and short-term lines of credit,
unsecured 293,848 235,000 393,334
Real estate and other notes, primarily secured 62,913 86,631 85,445
---------- ---------- ----------
$1,042,232 $1,005,424 $1,162,014
========== ========== ==========
At March 31, 2001, under the most restrictive of the covenants in the
Company's debt agreements, $95 million of the Company's retained earnings
was available for payment of cash dividends and acquisition of stock.
(4) INCOME TAXES
The components of income taxes are:
In Thousands
(Unaudited)
----------------------------------------------
Three Months Ended Nine Months Ended
March 31, March 31,
--------------------- --------------------
2001 2000 2001 2000
-------- -------- -------- --------
Current:
Federal $ 475 $ (6,752) $ 12,544 $ 3,731
State 150 (329) 1,008 317
-------- -------- -------- --------
625 (7,081) 13,552 4,048
-------- -------- -------- --------
Deferred:
Federal 7,436 17,398 15,844 21,207
State 681 (1,325) 1,349 (809)
-------- -------- -------- --------
8,117 16,073 17,193 20,398
-------- -------- -------- --------
$ 8,742 $ 8,992 $ 30,745 $ 24,446
======== ======== ======== ========
6
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(5) REVENUES AND COSTS AND EXPENSES
The components of revenues and costs and expenses are:
In Thousands
(Unaudited)
----------------------------------------------------
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Revenues:
Homebuilding:
Active adult communities $ 281,423 $ 305,682 $ 870,378 $ 916,909
Family and country club
communities 128,046 157,066 368,201 393,056
---------- ---------- ---------- ----------
409,469 462,748 1,238,579 1,309,965
Models/vacation getaway homes
with long-term leaseback * -- 6,538 -- 30,602
---------- ---------- ---------- ----------
Total homebuilding 409,469 469,286 1,238,579 1,340,567
Land and facility sales 12,837 24,040 74,176 49,689
Other 6,911 6,473 21,073 14,718
---------- ---------- ---------- ----------
$ 429,217 $ 499,799 $1,333,828 $1,404,974
========== ========== ========== ==========
* For the three and nine months ended March 31, 2000, revenues (in
thousands) from the sale of models/vacation getaway homes with
long-term leasebacks are net of deferred profits of $3,549 and $13,659
respectively. These deferred profits are being amortized as reductions
of selling, general and administrative expenses over the leaseback
periods, offsetting substantially all of the related rent expense.
In Thousands
(Unaudited)
----------------------------------------------------
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Costs and expenses:
Home construction and land:
Active adult communities $ 206,939 $ 231,768 $ 647,868 $ 693,027
Family and country club
communities 99,865 123,005 288,441 312,969
---------- ---------- ---------- ----------
306,804 354,773 936,309 1,005,996
Models/vacation getaway homes
with long-term leaseback -- 6,538 -- 30,602
---------- ---------- ---------- ----------
Total homebuilding 306,804 361,311 936,309 1,036,598
Cost of land and facility sales 7,862 19,393 57,935 40,950
Other cost of sales 5,142 4,229 17,899 10,022
---------- ---------- ---------- ----------
Total home construction, land 319,808 384,933 1,012,143 1,087,570
and other
Selling, general and administrative 63,577 67,930 179,928 190,151
Interest 15,992 21,958 50,799 59,348
---------- ---------- ---------- ----------
$ 399,377 $ 474,821 $1,242,870 $1,337,069
========== ========== ========== ==========
7
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) INTEREST
The following table shows the components of interest:
In Thousands
(Unaudited)
--------------------------------------------
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------- --------------------
2001 2000 2001 2000
-------- -------- -------- --------
Interest incurred and capitalized $ 24,610 $ 26,171 $ 74,829 $ 77,646
======== ======== ======== ========
Allocation of capitalized interest
in costs and expenses $ 15,992 $ 21,958 $ 50,799 $ 59,348
======== ======== ======== ========
Unallocated capitalized interest
included in real estate inventories
at period end $129,243 $103,305 $129,243 $103,305
======== ======== ======== ========
Interest income $ 383 $ 205 $ 762 $ 639
======== ======== ======== ========
Interest income is included in other revenues.
(7) SEGMENT INFORMATION
The Company conducts its operations in two primary segments in Arizona,
California, Florida, Illinois, Nevada, South Carolina and Texas. Active
adult communities (primarily its "Sun City" communities) are generally
large-scale, master planned communities with extensive amenities for people
age 55 and over. The Company's family and country club communities are open
to people of all ages and are generally developed in metropolitan or market
areas in which the Company is developing active adult communities.
Both of the Company's primary segments generate their revenues through the
sale of homes (and, to a much lesser extent, land and facilities) to
external customers in the United States. The Company is not dependent on
any major customer.
Information as to the operations of the Company in different business
segments is set forth below based on the nature of the Company's
communities and their customers. Certain information has not been included
by segment due to the immateriality of the amount to the segments or in
total. The Company evaluates segment performance based on several factors,
of which the primary financial measure is earnings before interest and
taxes ("EBIT"). The accounting policies of the business segments are the
same as those for the Company. There are no significant intersegment
transactions.
8
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(7) SEGMENT INFORMATION (CONTINUED)
In Thousands
(Unaudited)
-------------------------- --------------------------
Three Months Ended Nine Months Ended
March 31, March 31,
----------- ----------- ----------- -----------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
Active adult communities $ 290,022 $ 319,471 $ 895,934 $ 957,164
Family and country club communities 137,821 179,190 411,947 444,381
Corporate and other 1,374 1,138 25,947 3,429
----------- ----------- ----------- -----------
$ 429,217 $ 499,799 $ 1,333,828 $ 1,404,974
=========== =========== =========== ===========
EBIT:
Active adult communities $ 45,885 $ 43,024 $ 141,267 $ 131,381
Family and country club communities 19,912 22,989 62,118 50,657
Corporate and other (19,965) (19,077) (61,628) (54,785)
----------- ----------- ----------- -----------
$ 45,832 $ 46,936 $ 141,757 $ 127,253
=========== =========== =========== ===========
Allocation of Capitalized Interest:
Active adult communities $ 10,351 $ 15,061 $ 33,786 $ 42,211
Family and country club communities 5,641 6,897 17,013 17,137
Corporate and other -- -- -- --
----------- ----------- ----------- -----------
$ 15,992 $ 21,958 $ 50,799 $ 59,348
=========== =========== =========== ===========
Expenditures for Real Estate
Inventories:
Active adult communities $ 220,238 $ 257,603 $ 684,632 $ 788,073
Family and country club communities 100,367 124,029 293,825 374,460
Corporate and other -- 9,323 -- 12,769
----------- ----------- ----------- -----------
$ 320,605 $ 390,955 $ 978,457 $ 1,175,302
=========== =========== =========== ===========
Purchases of Property and Equipment:
Active adult communities $ 880 $ 1,362 $ 721 $ 4,660
Family and country club communities 232 1,229 1,144 1,618
Corporate and other 2,133 2,053 5,244 6,899
----------- ----------- ----------- -----------
$ 3,245 $ 4,644 $ 7,109 $ 13,177
=========== =========== =========== ===========
Depreciation and Other Amortization:
Active adult communities $ 1,173 $ 1,394 $ 3,089 $ 3,043
Family and country club communities 462 184 1,401 442
Corporate and other 1,272 2,881 3,801 6,193
----------- ----------- ----------- -----------
$ 2,907 $ 4,459 $ 8,291 $ 9,678
=========== =========== =========== ===========
Assets at Period End:
Active adult communities $ 1,512,329 $ 1,421,647 $ 1,512,329 $ 1,421,647
Family and country club communities 466,412 515,583 466,412 515,583
Corporate and other 66,230 138,171 66,230 138,171
----------- ----------- ----------- -----------
$ 2,044,971 $ 2,075,401 $ 2,044,971 $ 2,075,401
=========== =========== =========== ===========
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following should be read in conjunction with the accompanying consolidated
financial statements and notes thereto and the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 2000, filed with the Securities and
Exchange Commission.
CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA
Three Months Nine Months
Ended Ended
March 31, Change March 31, Change
--------------- ------------------ --------------- -----------------
2001 2000 Amount Percent 2001 2000 Amount Percent
----- ----- ------ ------- ----- ----- ------ -------
OPERATING DATA:
Number of net new orders:
Active adult communities:
Sun City Grand 318 407 (89) (21.9%) 726 976 (250) (25.6%)
Sun Cities Las Vegas 318 391 (73) (18.7%) 909 877 32 3.6%
Sun City Palm Desert 198 162 36 22.2% 418 322 96 29.8%
Sun Cities Northern California 277 206 71 34.5% 733 480 253 52.7%
Sun City Hilton Head 68 97 (29) (29.9%) 196 272 (76) (27.9%)
Sun City Texas 103 105 (2) (1.9%) 262 242 20 8.3%
Sun City at Huntley 93 71 22 31.0% 282 264 18 6.8%
Florida communities 87 97 (10) (10.3%) 240 246 (6) (2.4%)
Other communities 75 89 (14) (15.7%) 177 294 (117) (39.8%)
----- ----- ----- ----- ----- ----- ----- -----
Total active adult communities 1,537 1,625 (88) (5.4%) 3,943 3,973 (30) (0.8%)
----- ----- ----- ----- ----- ----- ----- -----
Family and country club communities:
Arizona country club communities 92 127 (35) (27.6%) 213 233 (20) (8.6%)
Nevada country club communities 65 112 (47) (42.0%) 190 223 (33) (14.8%)
Arizona family communities 296 324 (28) (8.6%) 736 763 (27) (3.5%)
Nevada family communities 18 107 (89) (83.2%) 114 224 (110) (49.1%)
----- ----- ----- ----- ----- ----- ----- -----
Total family and country club
communities 471 670 (199) (29.7%) 1,253 1,443 (190) (13.2%)
----- ----- ----- ----- ----- ----- ----- -----
Total 2,008 2,295 (287) (12.5%) 5,196 5,416 (220) (4.1%)
===== ===== ===== ===== ===== ===== ===== =====
Included in net new orders for the three and nine months ended March 31, 2000
were models and vacation getaway homes sold with long-term leasebacks. Sun City
Grand had 17 such net new orders for the three month period and 162 for the nine
month period. The Sun Cities Las Vegas had 3 and 33 for the three and nine
months, respectively. The Nevada country club communities had 13 for the nine
month period.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)
Three Months Nine Months
Ended Ended
March 31, Change March 31, Change
--------------- ------------------ --------------- -----------------
2001 2000 Amount Percent 2001 2000 Amount Percent
----- ----- ------ ------- ----- ----- ------ -------
OPERATING DATA:
Number of home closings:
Active adult communities:
Sun City Grand 219 323 (104) (32.2%) 793 1,080 (287) (26.6%)
Sun Cities Las Vegas 285 328 (43) (13.1%) 887 840 47 5.6%
Sun City Palm Desert 154 118 36 30.5% 371 367 4 1.1%
Sun Cities Northern California 202 214 (12) (5.6%) 573 554 19 3.4%
Sun City Hilton Head 57 81 (24) (29.6%) 192 294 (102) (34.7%)
Sun City Texas 61 56 5 8.9% 181 189 (8) (4.2%)
Sun City at Huntley 53 120 (67) (55.8%) 206 534 (328) (61.4%)
Florida communities 72 64 8 12.5% 192 193 (1) (0.5%)
Other communities 55 103 (48) (46.6%) 187 253 (66) (26.1%)
----- ----- ----- ----- ----- ----- ----- -----
Total active adult communities 1,158 1,407 (249) (17.7%) 3,582 4,304 (722) (16.8%)
----- ----- ----- ----- ----- ----- ----- -----
Family and country club communities:
Arizona country club communities 80 132 (52) (39.4%) 259 239 20 8.4%
Nevada country club communities 68 48 20 41.7% 174 171 3 1.8%
Arizona family communities 264 383 (119) (31.1%) 730 935 (205) (21.9%)
Nevada family communities 40 81 (41) (50.6%) 161 332 (171) (51.5%)
----- ----- ----- ----- ----- ----- ----- -----
Total family and country club
Communities 452 644 (192) (29.8%) 1,324 1,677 (353) (21.0%)
----- ----- ----- ----- ----- ----- ----- -----
Total 1,610 2,051 (441) (21.5%) 4,906 5,981 (1,075) (18.0%)
===== ===== ===== ===== ===== ===== ===== =====
Included in home closings for the three and nine months ended March 31, 2000
were models and vacation getaway homes sold with long-term leasebacks. Profits
on the closings of these units were deferred and are being amortized as
reductions of selling, general and administrative expenses over the leaseback
periods, offsetting substantially all of the related rent expense. Sun City
Grand had 35 such home closings for the three months and 160 for the nine
months. The Sun Cities Las Vegas had 5 and 32 for the three and nine months,
respectively. The Nevada country club communities had 13 for the nine months.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)
At March 31, Change
----------------- ------------------
2001 2000 Amount Percent
------ ------ ------ -------
BACKLOG DATA:
Homes under contract:
Active adult communities:
Sun City Grand 494 630 (136) (21.6%)
Sun Cities Las Vegas 565 582 (17) (2.9%)
Sun City Palm Desert 293 239 54 22.6%
Sun Cities Northern California 556 334 222 66.5%
Sun City Hilton Head 142 172 (30) (17.4%)
Sun City Texas 299 211 88 41.7%
Sun City at Huntley 221 235 (14) (6.0%)
Florida communities 257 186 71 38.2%
Other communities 123 209 (86) (41.1%)
------ ------ ------ ------
Total active adult communities 2,950 2,798 152 5.4%
------ ------ ------ ------
Family and country club communities:
Arizona country club communities 188 238 (50) (21.0%)
Nevada country club communities 179 187 (8) (4.3%)
Arizona family communities 516 555 (39) (7.0%)
Nevada family communities 68 141 (73) (51.8%)
------ ------ ------ ------
Total family and country club communities 951 1,121 (170) (15.2%)
------ ------ ------ ------
Total 3,901 3,919 (18) (0.5%)
====== ====== ====== ======
Aggregate contract sales amount
(dollars in millions) $1,062 $1,009 $ 53 5.3%
====== ====== ====== ======
Average contract sales amount per home
(dollars in thousands) $ 272 $ 257 $ 15 5.8%
====== ====== ====== ======
Included in Sun City Grand's backlog at March 31, 2000 were 2 models and
vacation getaway homes sold with long-term leasebacks.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)
Nine Months
Three Months Ended Ended
March 31, Change March 31, Change
------------------- ------------------ ------------------- ------------------
2001 2000 Amount Percent 2001 2000 Amount Percent
-------- -------- -------- ------- -------- -------- -------- -------
AVERAGE REVENUE PER HOME CLOSING:
Active adult communities:
Sun City Grand $228,000 $188,600 $ 39,400 20.9% $212,600 $178,000 $ 34,600 19.4%
Sun Cities Las Vegas 228,800 224,900 3,900 1.7% 232,000 227,500 4,500 2.0%
Sun City Palm Desert 289,300 272,400 16,900 6.2% 309,600 275,400 34,200 12.4%
Sun Cities Northern California 298,600 275,200 23,400 8.5% 304,000 277,000 27,000 9.7%
Sun City Hilton Head 256,200 201,300 54,900 27.3% 246,000 199,500 46,500 23.3%
Sun City Texas 242,000 241,300 700 0.3% 245,300 231,100 14,200 6.1%
Sun City at Huntley 246,900 222,700 24,200 10.9% 251,500 230,100 21,400 9.3%
Florida communities 156,300 139,900 16,400 11.7% 153,100 138,300 14,800 10.7%
Other communities 140,400 204,000 (63,600) (31.2%) 182,200 203,000 (20,800) (10.2%)
Average active adult communities 243,000 221,900 21,100 9.5% 243,000 218,700 24,300 11.1%
Family and country club communities:
Arizona country club communities 366,700 289,500 77,200 26.7% 347,900 272,100 75,800 27.9%
Nevada country club communities 416,500 459,400 (42,900) (9.3%) 422,200 431,600 (9,400) (2.2%)
Arizona family communities 229,600 216,500 13,100 6.1% 232,700 211,700 21,000 9.9%
Nevada family communities 244,200 171,500 72,700 42.4% 215,800 188,600 27,200 14.4%
Average family and country club
communities 283,300 243,900 39,400 16.2% 278,100 238,200 39,900 16.8%
Total average 254,300 228,800 25,500 11.1% 252,500 224,100 28,400 12.7%
======== ======== ======== ===== ======== ======== ======== =====
Average revenue per home closing for the models and vacation getaway homes with
long-term leasebacks at Sun City Grand was $132,700 and $100,000 for the three
and nine months ended March 31, 2000 respectively. At the Sun Cities Las Vegas,
the average revenue for these home closings was $378,600 for the three months
and $256,200 for the nine months. At the Nevada country club communities, the
average revenue for these home closings was $492,100 for the nine months.
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)
Three Months Ended Nine Months Ended
March 31, Change March 31, Change
--------------- ----------------- --------------- -----------------
2001 2000 Amount Percent 2001 2000 Amount Percent
----- ----- ------ ------- ----- ----- ------ -------
OPERATING STATISTICS:
Costs and expenses as a percentage
of revenues:
Home construction, land and other 74.5% 77.0% (2.5%) (3.2%) 75.9% 77.4% (1.5%) (1.9%)
Selling, general and administrative 14.8% 13.6% 1.2% 8.8% 13.5% 13.5% 0.0% 0.0%
Interest 3.7% 4.4% (0.7%) (15.9%) 3.8% 4.2% (0.4%) (9.5%)
===== ===== ===== ===== ===== ===== ===== =====
NOTES:
New orders are net of cancellations. The Company recognizes revenue at close of
escrow.
The Sun Cities Las Vegas include Sun City Summerlin (the last home closed April
2000), Sun City MacDonald Ranch and Sun City Anthem.
The Sun Cities Northern California include Sun City Roseville (the last home
closed March 2000) and Sun City Lincoln Hills.
Other active adult communities represent two smaller-scale communities in
Arizona and California.
Home closings began at Anthem Country Club Arizona in September 1999.
A substantial majority of the backlog at March 31, 2001 is currently anticipated
to result in revenues in the next 12 months. However, a majority of the backlog
is contingent upon the availability of financing for the customer and, in
certain cases, sale of the customer's existing residence. Also, as a practical
matter, the Company's ability to obtain damages for breach of contract by a
potential home buyer is limited to retaining all or a portion of the deposit
received. In the nine months ended March 31, 2001 and 2000, cancellations of
home sales orders as a percentage of new home sales orders written during the
period were 13.9 percent and 14.5 percent, respectively.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000
REVENUES. Total revenues decreased to $429.2 million for the three months ended
March 31, 2001 from $499.8 million for the three months ended March 31, 2000.
Exclusive of closings of models and vacation getaway homes, active adult
community homebuilding revenues decreased to $281.4 million for the 2001 quarter
from $305.7 million for the 2000 quarter. This decrease was primarily
attributable to decreased closings at Sun City Grand, Sun Cities Las Vegas and
Sun City at Huntley.
Exclusive of closings of models, family and country club community homebuilding
revenues decreased to $128.0 million for the 2001 quarter from $157.1 million
for the 2000 quarter. This decrease was primarily attributable to decreased
closings in the Arizona family communities (due to fewer subdivisions).
The effect of the decrease in the number of home closings was partially offset
by an increase in average revenue per home closing, which increased 9.5% in
active adult communities and 16.2% in family and country club communities.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
HOME CONSTRUCTION, LAND AND OTHER COSTS. The decrease in home construction, land
and other costs to $319.8 million for the 2001 quarter from $384.9 million for
the 2000 quarter was largely due to the decrease in home closings and a decrease
in land and facility sales.
As a percentage of revenues, these costs decreased to 74.5 percent for the 2001
quarter from 77.0 percent for the 2000 quarter. Of this total 2.5 percent
decrease, 1.3 percent was attributable to deferred profit recognition in the
2000 quarter on the sale and long-term leaseback of 40 model and vacation
getaway homes at two of the Company's communities. The balance of the decrease
was largely attributable to price increases that have been effected over the
past 12 months.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. As a percentage of revenues,
selling, general and administrative expenses increased to 14.8 percent for the
2001 quarter from 13.6 percent for the 2000 quarter. This percentage increase is
primarily attributable to decreased revenues partially offset by results of
efforts to cut costs and improve the efficiency of operations. Actual expenses
decreased to $63.6 million in the 2001 quarter from $67.9 million in the 2000
period.
INTEREST. As a percentage of revenues, allocation of capitalized interest to
costs and expenses decreased to 3.7 percent for the 2001 quarter from 4.4
percent for the 2000 quarter. This decrease is attributable to expected lower
future debt levels from this expectation in the prior year.
INCOME TAXES. The decrease in income taxes to $8.7 million for the 2001 quarter
from $9.0 million in the 2000 quarter was attributable to a $2 million tax
benefit recognized in the 2001 quarter offset in part by the increase in
earnings before income taxes. The effective tax rates for the 2001 and 2000
quarters was 29.3 percent and 36 percent respectively.
NET EARNINGS. The increase in net earnings to $21.1 million for the 2001 quarter
from $16.0 million for the 2000 quarter was primarily attributable to an
increase in homebuilding margin percentage, lower interest costs and lower
taxes. This increase in net earnings was accomplished with less revenue than the
2000 period.
NET NEW ORDER ACTIVITY AND BACKLOG. Net new orders in the 2001 quarter were 12.5
percent lower than in the 2000 quarter. This decrease was primarily attributable
to the following:
* Decreased net new orders at Sun City Grand
* Company's decision to cease family community subdivisions in Nevada
* Decreased net new orders at Sun Cities Las Vegas due to closing out of
Sun City MacDonald Ranch
Offsetting increases were attributable to the following:
* New orders in the California active adult communities were up 29
percent to a combined 475 units.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
NINE MONTHS ENDED MARCH 31, 2001 AND 2000
REVENUES. Total revenues decreased to $1.33 billion for the nine months ended
March 31, 2001 from $1.40 billion for the nine months ended March 31, 2000.
Exclusive of closings of models and vacation getaway homes, active adult
community homebuilding revenues decreased to $870.4 million for the 2001 period
from $916.9 million for the 2000 period. The principal reason for this decrease
was decreased closings at Sun City Grand, Sun City Hilton Head and Sun City at
Huntley.
Exclusive of closings of models, family and country club community homebuilding
revenues decreased to $368.2 million for the 2001 period from $393.1 million for
the 2000 period. The decrease was primarily attributable to decreased closings
in the Arizona family communities (due to fewer subdivisions) and in the Nevada
family communities (due to closing out of these operations).
The effect of the decrease in the number of home closings was partially offset
by an increase in average revenue per home closing, which increased 11.1 percent
in active adult communities and 16.8 percent in family and country club
communities.
HOME CONSTRUCTION, LAND AND OTHER COSTS. The decrease in home construction, land
and other costs to $1.01 billion for the 2001 period from $1.09 billion for the
2000 period was largely due to the decrease in home closings. As a percentage of
revenues, these costs decreased to 75.9 percent for the 2001 period from 77.4
percent for the 2000 period.
This cost decrease as a percentage of revenues was primarily due to an increase
in homebuilding gross margin to 24.4 percent for the 2001 period from 22.7
percent for the 2000 period. Of this 1.7 percent rise in homebuilding gross
margin, 0.5 percent was attributable to deferred profit recognition in the 2000
period on the sale and long-term leaseback of 208 model and vacation getaway
homes at three of the Company's communities. The balance of the increase in
homebuilding gross margin was largely attributable to price increases that have
been effected over the past 12 months.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. As a percentage of revenues,
selling, general and administrative expenses for the 2001 period were 13.5
percent which is consistent with the 2000 period. This is primarily attributable
to results of efforts to cut costs and improve the efficiencies of operations
amid a decrease in total revenues from the 2000 period. Actual expenses
decreased to $179.9 million in the 2001 period from $190.2 million for the 2000
period. The results for the nine months ended March 31, 2001 are not necessarily
indicative of the results to be expected for the full year.
INTEREST. As a percentage of revenues, allocation of capitalized interest
decreased to 3.8 percent for the 2001 period from 4.2 percent for the 2000
period. This decrease is attributable to expected lower future debt levels from
this expectation in the prior year.
INCOME TAXES. The increase in income taxes to $30.7 million for the 2001 period
from $24.4 million in the 2000 period was due to the increase in earnings before
income taxes offset in part by the $2 million tax benefit recognized in the 2001
period. The effective tax rate for the 2001 period was 33.8 percent and 36.0
percent for the 2000 period.
NET EARNINGS. The increase in net earnings to $60.2 million for the 2001 period
from $43.5 million for the 2000 period was primarily attributable to a
combination of higher homebuilding margin percentage, lower interest costs, and
a lower tax rate in the 2001 period.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
NET NEW ORDER ACTIVITY. Net new orders in the 2001 period were 4.1 percent lower
than in the 2000 period. This decrease is attributable to the following:
* Decreased net new orders at Sun City Grand
* Clover Springs (part of Other Active Adult Communities) contributed
151 net new orders in the 2000 period and 1 in the 2001 period as a
result of closing out that community
* Company's decision to cease family community operations in Nevada
* Decreased net new orders at Sun City Hilton Head
Offsetting increases were attributable to the following:
* Strong demand at Sun City Lincoln Hills resulted in the increase in
net new orders in the Sun Cities Northern California
* Strong demand at Sun City Palm Desert
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
LIQUIDITY AND FINANCIAL CONDITION OF THE COMPANY
The cash flow for each community can differ substantially from reported
earnings, depending on the status of the development cycle. The initial years of
development or expansion require significant cash outlays for, among other
things, acquiring tracts of land, obtaining development approvals, developing
land and lots and constructing project infrastructure (such as roads and
utilities), recreation centers, golf courses, model homes and sales facilities.
Since these costs are capitalized, this can result in income reported for
financial statement purposes during those initial years significantly exceeding
cash flow. However, after the initial years of development or expansion, cash
flow can significantly exceed earnings reported for financial statement
purposes, as costs and expenses include allocation charges for substantial
previously expended costs.
During the 2001 period the Company generated $408 million of net cash from
operating community sales activities, used $297 million for land and lot and
amenity development at operating communities, and used $176 million for
interest, income taxes and other operating activities. The resulting $65 million
of net cash used for operating activities was funded mainly through borrowings
under the Company's $500 million senior unsecured revolving credit facility. At
March 31, 2001 the Company had $289 million outstanding under the credit
facility.
Real estate development is dependent on, among other things, the availability
and cost of financing. In periods of significant growth, the Company requires
significant additional capital resources.
In fiscal 1999 and fiscal 2000, the Company had several new communities under
development. Primarily as a result of public debt offerings and borrowings to
fund these development expenditures, the Company has considerably more
indebtedness and was considerably more highly leveraged throughout fiscal 1999
and most of fiscal 2000 than it has been in recent years. The Company has
reduced its leverage with debt to total capitalization declining from 72.0
percent at March 31, 2000 to 65.6 percent at March 31, 2001 as a result of debt
repayments and in increase in retained earnings.
The Company expects to have adequate capital resources to meet its needs for the
next 12 months. If there is a significant downturn in anticipated operations,
however, the Company will need to modify its business plan to operate with lower
capital resources. Modifications of the business plan could include, among other
things, delaying development expenditures at its communities.
At March 31, 2001, under the most restrictive of the covenants in the Company's
debt agreements, $95 million of the retained earnings was available for payment
of cash dividends and the acquisition of stock.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
SUBSEQUENT EVENTS
On April 30, 2001, the Company, 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 common stock of the Company, par
value $0.001 per share ("Company Common Stock"), 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 the Company 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 Company 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 Company 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 Company 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 Company 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 Company 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.
William J. Pulte and affiliated trusts, which own approximately 26 percent 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.
FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS
This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" contains forward looking statements that involve risks and
uncertainties, and actual results may differ materially. Certain forward looking
statements are based on assumptions which may not prove to be accurate. Risks
and uncertainties include risks associated with: the cyclical nature of real
estate operations; land acquisition, entitlement and development; the ability to
successfully implement new strategic initiatives; government regulations; growth
management and environmental considerations; geographic concentration; financing
and leverage; interest rate fluctuations; construction labor and material costs;
energy sources; future communities and new geographic markets; legal matters;
natural risks; and other matters set forth in the Company's Annual Report on
Form 10-K for the year ended June 30, 2000.
19
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 1.1 Current list of Directors and Officers that are party to the
Directors and Officers Indemnification Agreement
Exhibit 1.2 Current list of Officers that are party to a Change in
Control Agreement (24 month)
Exhibit 1.3 Sample (24 month) Change in Control Agreement letter
Exhibit 1.4 Current list of Officers that are party to a Change in
Control Agreement (12 month)
Exhibit 1.5 Sample (12 month) Change in Control Agreement letter
Exhibit 1.6 Amended and Restated Supplemental Executive Retirement Plan
No. 1, effective as of February 8, 2001
Exhibit 1.7 Amended and Restated Supplemental Executive Retirement Plan
No. 2, effective as of February 8, 2001
Exhibit 1.8 Current list of participants to the Del Webb Corporation
Supplemental Executive Retirement Plan No. 2
Exhibit 1.9 Amended and Restated Del Webb Corporation (1991) Executive
Long-Term Incentive Plan effective as of February 8, 2001
Exhibit 1.10 Amended and Restated Del Webb Corporation 1993 Executive
Long-Term Incentive Plan effective as of February 8, 2001
Exhibit 1.11 Amended and Restated Del Webb Corporation 1995 Executive
Long-Term Incentive Plan effective as of February 8, 2001
Exhibit 1.12 Amended and Restated Del Webb Corporation 1998 Executive
Long-Term Incentive Plan effective as of February 8, 2001
Exhibit 1.13 Amended and Restated Del Webb Corporation (1991) Director
Stock Plan effective as of February 8, 2001
Exhibit 1.14 Amended and Restated Del Webb Corporation 1995 Director
Stock Plan effective as of February 8, 2001
Exhibit 1.15 Amended and Restated Del Webb Corporation 1998 Director
Stock Plan effective as of February 8, 2001
Exhibit 1.16 Amendment to Exhibit A of Del Webb Corporation Umbrella
Trust
20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
Exhibit 1.17 Supplemental Executive Retirement Plan No. 2 amended and
restated Participation Agreement effective as of December 1,
1999 between the Registrant and LeRoy C. Hanneman, Jr.
Exhibit 1.18 Supplemental Executive Retirement Plan No. 1 amended and
restated Participation Agreement effective as of January 1,
2000, between the Registrant and John A. Spencer
Exhibit 1.19 Employment Agreement between the Registrant and Jay A.
Thompson effective as of January 1, 2001
Exhibit 1.20 Employment Agreement between Registrant and LeRoy C.
Hanneman, Jr. effective as of December 1, 1999
In addition to those Exhibits shown above, the Company hereby incorporates the
following Exhibits pursuant to Exchange Act Rule 12b-32 and regulation Section
229.10(d) by reference to the filings set forth below:
Exhibit 2.1 Plan and Agreement of Merger, dated as of April 30, 2001, by
and among the Company, Pulte Corporation, a Michigan
corporation, and Pulte Acquisition Corporation, a Delaware
corporation, filed as an exhibit to the Company's Current
Report on Form 8-K, dated May 2, 2001.
Exhibit 9.1 Voting Agreement, dated as of April 30, 2001, by and among
the Company, William J. Pulte and other parties thereto,
filed as an exhibit to the Company's Current Report on Form
8-K, dated May 2, 2001.
(b) The Company did not file any reports on Form 8-K during the period covered
by this report. However, subsequent to this reporting period, on May 2,
2001, the Company filed a report on Form 8-K (Item 5) announcing the
signing of a definitive agreement to merge Pulte Acquisition Corporation
with and into the Company, with the Company surviving as a wholly owned
subsidiary of Pulte Corporation.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, who are duly authorized to do so.
DEL WEBB CORPORATION
(REGISTRANT)
Date: May 14, 2001 /s/ LeRoy C. Hanneman, Jr.
----------------------------------------
LeRoy C. Hanneman, Jr.
President and Chief Executive Officer
Date: May 14, 2001 /s/ John A. Spencer
----------------------------------------
John A. Spencer
Executive Vice President and Chief
Financial Officer
22