UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 11-K ______________________ [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the Fiscal Year Ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the Transition Period From to Commission File Number 1-04785 ______________________ DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN (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 28, 1996 REQUIRED INFORMATION A. Financial Statements -------------------- 1. Audited statements of net assets available for plan benefits as of December 31, 1995 and 1994. 2. Audited statements of changes in net assets available for plan benefits for the years ended December 31, 1995 and 1994. B. Exhibit ------- 23. Consent of KPMG Peat Marwick LLP. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Financial Statements and Schedules December 31, 1995 and 1994 (With Independent Auditors' Report Thereon) Independent Auditors' Report Benefits Advisory Committee Del Webb Corporation Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Del Webb Corporation Retirement Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for the years then ended. 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 plan benefits of the Del Webb Corporation Retirement Savings Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in the attached Schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information 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. KPMG PEAT MARWICK LLP Phoenix, Arizona May 10, 1996 DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1995 and 1994 1995 1994 ------------------ ------------------ Assets: Investments, at fair value (note 4): Del Webb Stock Fund $ 1,835,793 1,845,227 Mutual funds 18,240,143 12,078,462 Money market funds 6,187,609 4,645,682 Participant loans 601,900 594,960 ------------------ ------------------ Total investments 26,865,445 19,164,331 ------------------ ------------------ Receivables: Participants' contributions 65,777 79,958 Employer's contributions 26,290 31,332 ------------------ ------------------ Total assets 26,957,512 19,275,621 ------------------ ------------------ Net assets available for plan benefits $ 26,957,512 19,275,621 ================== ================== See accompanying notes to financial statements. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1995 and 1994 1995 1994 ----------------- ------------------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (note 3) $ 3,302,704 (524,280) Interest and dividends 1,331,282 936,267 ----------------- ------------------ 4,633,986 411,987 ----------------- ------------------ Contributions: Participants 3,175,665 2,319,625 Employer: Matching 1,125,357 844,130 Discretionary (note 7) 743,904 496,236 ----------------- ------------------ Total additions 9,678,912 4,071,978 ----------------- ------------------ Deductions from net assets attributed to: Distributions to and withdrawals by participants 1,959,289 1,356,055 Administrative and other expenses 37,732 25,656 ----------------- ------------------ Total deductions 1,997,021 1,381,711 ----------------- ------------------ Net increase 7,681,891 2,690,267 Net assets available for plan benefits: Beginning of year 19,275,621 16,585,354 ----------------- ------------------ End of year $ 26,957,512 19,275,621 ================= ================== See accompanying notes to financial statements. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1995 and 1994 (1) Description of Plan The following description of the Del Webb Corporation (Company and Sponsor) Retirement Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan and covers all eligible employees of the Company 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. Contributions Participants may contribute from 2% to 6% of their salary (not to exceed the limits set forth by the Internal Revenue Code, $9,240 in 1995 and 1994) as required deposits on which the Company will provide a matching contribution ("matching contributions"), which is determined by the Corporation's Board of Directors. During the two years ended December 31, 1995, the matching contribution has been 50%. Participants may also deposit up to 9% of their salaries above their required deposits as a voluntary deposit ("voluntary deposits") for which the Company provides no matching contribution. The Plan also allows the Company to make a "discretionary" contribution to the Del Webb Stock Fund. The allocation of the discretionary contribution excludes any participant eligible for the Company's Deferred Compensation Plan. The Plan is subject to the regulations established by the Employee Retirement Income Security Act of 1974 (ERISA). As of December 31, 1995, the Plan had met the minimum funding requirements established by ERISA. 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. Consequently, each participant's account reflects earnings or losses resulting from their investment decisions. Vesting Participants become 100% vested in their contributions as well as employer contributions made on their behalf on the date of contribution. Benefits Benefits are payable upon termination of employment, retirement, death, 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. 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. 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. Participant loans are stated at the principal balance of the loans outstanding. Investment Funds The following is a description of each investment fund as of December 31, 1995: o Del Webb Stock Fund - investment in common stock of the Company. o Fidelity Puritan Fund - investment in a broadly diversified portfolio of high-yielding securities. o Fidelity Magellan Fund - investment in stocks of companies with above-average growth potential. o Fidelity Contra Fund - investment in stocks of companies with potential for capital growth. o Fidelity Growth & Income Fund - investment in a broadly diversified portfolio of high-yielding securities. o Fidelity Intermediate Bond Fund - investment in various types of bonds that offer a return in excess of money market rates. o Fidelity Stock Selector Fund - investments in stocks of companies which are deemed by the Fund manager to be undervalued in relation to other companies in the same industry. o Fidelity FID Global Balanced Fund - investments in stocks, bonds and money market instruments issued anywhere in the world. o Fidelity U.S. Equity Index Fund - investments in stocks of companies that primarily comprise the S&P 500. o Fidelity Retirement Money Market Fund - investment in high-quality short-term money market instruments. o Bank of America Money Market Fund - represents an interest bearing fund used to accumulate contributions temporarily, which are then transferred to participant specified investments on a monthly basis. 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. (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared on the accrual basis and present the net assets available for plan benefits and changes in those net assets. Investment Valuation 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 Corporation are valued at the quoted market price. The market valuations are determined by the trustee for the Plan. Administrative and Other Expenses Other than trustee fees, administrative expenses of the Plan are paid directly by the Company, accordingly, such expenses are not reflected in the accompanying financial statements. Securities Transactions Purchases and sales of securities are recorded on a trade-date basis. (3) Changes in Fair Market Value of Investments Net appreciation (depreciation) in fair market value of investments (including investments bought, sold and held) during the years ended December 31, 1995 and 1994 follows: 1995 1994 -------------------------------- ------------------------------ Realized Unrealized Realized Unrealized Gain (Loss) Gain Gain (Loss) Gain (Loss) -------------- -------------- -------------- ------------- Del Webb Stock Fund $ 186,100 86,565 53,468 148,723 -------------- -------------- -------------- ------------- Mutual funds: Fidelity Puritan Fund 55,553 487,176 31,730 (260,220) Fidelity Magellan Fund 429,899 1,019,645 78,865 (369,448) Fidelity Contra Fund 10,533 12,106 -- -- Fidelity Growth & Income Fund 66,092 698,619 29,921 (156,307) Fidelity Intermediate Bond Fund (1,817) 38,500 (15,875) (44,214) Fidelity Stock Selector Fund 13,251 105,773 11,573 (32,496) Fidelity FID Global Balanced Fund 2,430 4,093 -- -- Fidelity US Equity Index Fund 5,035 83,151 -- -- -------------- -------------- -------------- ------------- 580,976 2,449,063 136,214 (862,685) -------------- -------------- -------------- ------------- Totals $ 767,076 2,535,628 189,682 (713,962) ============== ============== ============== ============= Net appreciation (depreciation) in fair value of investments $ 3,302,704 (524,280) ================== ================= DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued (4) Investments The following represents changes in the investments of the plan during 1995 and 1994: Year ended December 31, 1995: Fidelity Fidelity Del Webb Fidelity Fidelity Fidelity Growth & Intermediate Stock Puritan Magellan Contra Income Bond Fund Fund Fund Fund Fund Fund -------- -------- -------- -------- -------- ------------ Additions to net assets attributed to: Investment income: Net appreciation (deprecia- tion) in fair value of invest- ments $ 272,665 542,729 1,449,544 22,639 764,711 36,683 Interest and dividends 15,919 231,793 402,174 30,508 182,828 41,737 ----------- --------- --------- ------- --------- ------- 288,584 774,522 1,851,718 53,147 947,539 78,420 ----------- --------- --------- ------- --------- ------- Contributions: Participants' 217,076 463,023 814,018 93,483 547,675 199,310 Employer: Matching 82,519 155,680 298,858 28,284 188,570 68,050 Discretionary 53,891 84,947 159,031 12,022 107,260 38,069 ----------- --------- --------- ------- --------- ------- Total additions 642,070 1,478,172 3,123,625 186,936 1,791,044 383,849 Deductions from net assets attributed to: Distributions to and with- drawals by participants (214,291) (205,805) (875,051) (26,541) (179,686) (44,182) Administrative and other expenses - (6,398) (4,068) (236) (3,195) (2,572) ----------- --------- --------- ------- --------- ------- Total deductions (214,291) (212,203) (879,119) (26,777) (182,881) (46,754) ----------- --------- --------- ------- --------- ------- Interfund transfers, including loan issuances and repayments (437,213) (536,711) (435,939) 260,996 17,060 104,194 ----------- --------- --------- ------- --------- ------- Net increase (decrease) (9,434) 729,258 1,808,567 421,155 1,625,223 441,289 Net assets available for plan benefits: Beginning of year 1,845,227 3,578,082 5,098,865 - 2,436,096 481,233 ----------- --------- --------- ------- --------- ------- End of year $ 1,835,793 4,307,340 6,907,432 421,155 4,061,319 922,522 =========== ========= ========= ======= ========= ======= Fidelity Fidelity Bank of Fidelity Retirement FID Fidelity America Stock Money Global US Equity Money Selector Market Balanced Index Market Participant Fund Fund Fund Fund Fund Loans Totals -------- ---------- -------- --------- ------ ----------- ------ Additions to net assets attributed to: Investment income: Net appreciation (deprecia- tion) in fair value of invest- ments 119,024 - 6,523 88,186 - - 3,302,704 Interest and dividends 93,888 276,632 244 10,660 22,547 22,352 1,331,282 ------- --------- ------ ------- ------- ------- ---------- 212,912 276,632 6,767 98,846 22,547 22,352 4,633,986 ------- --------- ------ ------- ------- ------- ---------- Contributions: Participants' 202,532 450,516 38,524 27,346 136,343 - 3,189,846 Employer: Matching 68,323 171,152 9,680 11,379 47,904 - 1,130,399 Discretionary 42,559 238,029 3,827 4,269 - - 743,904 ------- --------- ------ ------- ------- ------- ---------- Total additions 526,326 1,136,329 58,798 141,840 206,794 22,352 9,698,135 Deductions from net assets attributed to: Distributions to and with- drawals by participants (36,043) (376,227) (1,054) (409) - - (1,959,289) Administrative and other expenses (595) (18,254) (1) (141) (1,250) (1,022) (37,732) ------- --------- ------ ------- ------- ------- ---------- Total deductions (36,638) (394,481) (1,055) (550) (1,250) (1,022) (1,997,021) ------- --------- ------ ------- ------- ------- ---------- Interfund transfers, including loan issuances and repayments 12,561 594,535 15,110 419,797 - (14,390) - ------- --------- ------ ------- ------- ------- ---------- Net increase (decrease) 502,249 1,336,383 72,853 561,087 205,544 6,940 7,701,114 Net assets available for plan benefits: Beginning of year 484,186 4,337,291 - - 308,391 594,960 19,164,331 ------- --------- ------ ------- ------- ------- ---------- End of year 986,435 5,673,674 72,853 561,087 513,935 601,900 26,865,445 ======= ========= ====== ======= ======= ======= ========== DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued Year ended December 31, 1994: Fidelity Fidelity Fidelity Del Webb Fidelity Fidelity Growth & Intermediate Stock Stock Puritan Magellan Income Bond Selector Fund Fund Fund Fund Fund Fund -------- -------- -------- -------- ------------ -------- Additions to net assets attributed to: Investment income: Net appreciation (deprecia- tion) in fair value of invest- ments $ 202,192 (228,491) (290,583) (126,386) (60,089) (20,923) Interest and dividends 16,878 281,181 202,372 176,964 45,892 23,721 ----------- --------- --------- --------- ------- ------- 219,070 52,690 (88,211) 50,578 (14,197) 2,798 ----------- --------- --------- --------- ------- ------- Contributions: Participants' 194,158 310,171 721,954 427,666 129,443 138,119 Employer: Matching 66,498 123,269 242,234 147,449 48,983 48,990 Discretionary 496,236 - - - - - ----------- --------- --------- --------- ------- ------- Total additions 975,962 486,130 875,977 625,693 164,229 189,907 ----------- --------- --------- --------- ------- ------- Deductions from net assets attributed to: Distributions to and with- drawals by participants (112,653) (238,289) (565,888) (84,427) (26,825) (37,521) Administrative and other expenses (128) (3,284) (2,371) (1,418) (890) (14) ----------- --------- --------- --------- ------- ------- Total deductions (112,781) (241,573) (568,259) (85,845) (27,715) (37,535) ----------- --------- --------- --------- ------- ------- Interfund transfers, net (91,955) 217,438 (259,035) (127,271) (315,689) (85,471) ----------- --------- --------- --------- ------- ------- Net increase (decrease) 771,226 461,995 48,683 412,577 (179,175) 66,901 Net assets available for plan benefits: Beginning of year 1,074,001 3,116,087 5,050,182 2,023,519 660,408 417,285 ----------- --------- --------- --------- ------- ------- End of year $ 1,845,227 3,578,082 5,098,865 2,436,096 481,233 484,186 =========== ========= ========= ========= ======= ======= Fidelity Bank of Retirement America Money Money Market Market Participant Fund Fund Loans Totals ---------- ------- ----------- ------ Additions to net assets attributed to: Investment income: Net appreciation (deprecia- tion) in fair value of invest- ments - - - (524,280) Interest and dividends 160,782 10,827 17,650 936,267 --------- ------- ------- ---------- 160,782 10,827 17,650 411,987 --------- ------- ------- ---------- Contributions: Participants' 359,929 (41,773) - 2,239,667 Employer: Matching 141,895 (6,520) - 812,798 Discretionary - - - 496,236 --------- ------- ------- ---------- Total additions 662,606 (37,466) 17,650 3,960,688 --------- ------- ------- ---------- Deductions from net assets attributed to: Distributions to and with- drawals by participants (341,056) - (21,069) (1,427,728) Administrative and other expenses (14,130) (875) (2,546) (25,656) --------- ------- ------- ---------- Total deductions (355,186) (875) (23,615) (1,453,384) --------- ------- ------- ---------- Interfund transfers, net 500,469 17,559 143,955 - Net increase (decrease) 807,889 (20,782) 137,990 2,507,304 Net assets available for plan benefits: Beginning of year 3,529,402 329,173 456,970 16,657,027 --------- ------- ------- ---------- End of year 4,337,291 308,391 594,960 19,164,331 ========= ======= ======= ========== (5) Participant Data The number of participants in each investment fund at December 31, 1995 and 1994 was as follows: 1995 1994 ------------------ ------------------ Del Webb Stock Fund 990 995 Fidelity Puritan Fund 502 413 Fidelity Magellan Fund 755 593 Fidelity Contra Fund 138 -- Fidelity Growth & Income Fund 513 364 Fidelity Intermediate Bond Fund 248 192 Fidelity Stock Selector Fund 241 159 FID Global Balanced Fund 64 -- Fidelity Retirement Money Market Fund 989 747 U.S. Equity Index Fund 70 -- (6) Federal Income Taxes The Plan has received a determination letter from the Internal Revenue Service 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. There have been no amendments to the Plan subsequent to the determination letter that would effect the Plan's tax exempt status, and in the opinion of the Plan administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Internal Revenue Code. (7) Non Cash Contributions During the year ended December 31, 1994, Del Webb as sponsor of the Plan made a non-cash discretionary contribution consisting of shares of Del Webb stock with a market value of $496,236. Schedule 1 DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995 Investments A comparison of the cost and fair values of investments at December 31, 1995 follows: Identity Description of Current of Issuer Investments Cost Value - ----------------------- ------------------------------------------------ ----------------- ----------------- Del Webb Corporation Del Webb Stock Fund, 88,931 shares $ 1,311,982 1,835,793 Fidelity Investments Fidelity Puritan Fund, 253,224 units 3,777,153 4,307,340 Fidelity Investments Fidelity Magellan Fund, 80,338 units 5,533,107 6,907,432 Fidelity Investments Fidelity Contra Fund, 11,077 units 409,049 421,155 Fidelity Investments Fidelity Growth & Income Fund, 150,141 units 3,360,962 4,061,319 Fidelity Investments Fidelity Intermediate Bond Fund, 88,619 units 911,363 922,522 Fidelity Investments Fidelity Stock Selector Fund, 44,454 units 896,886 986,435 Fidelity Investments Fidelity FID Global Balanced Fund, 5,674 units 68,760 72,853 Fidelity Investments Fidelity U.S. Equity Index Fund, 24,860 units 477,936 561,087 Fidelity Fidelity Retirement Money Market Fund, Investments 5,673,674 units 5,673,674 5,673,674 Bank of America Bank of America Institutional Fund, 573,435 units 513,935 513,935 Participant loans 601,900 601,900 ----------------- ----------------- $ 23,536,707 26,865,445 ================= ================= See accompanying independent auditors' report. Schedule 2 DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN Item 27d - Schedule of Reportable Transactions Year ended December 31, 1995 Current Value of Asset on Description Number of Purchase Selling Cost of Transaction Net of Asset Transactions Price Price Asset Date Gain - ----------- ------------ -------- ------- ------- ----------- ---- Del Webb Stock Fund 178 $ 2,437,055 2,719,154 2,533,054 2,719,154 186,100 Fidelity Puritan 194 1,453,032 1,266,503 1,210,950 1,266,503 55,553 Fidelity Magellan 228 2,460,092 2,101,069 1,671,170 2,101,069 429,899 Fidelity Growth & Income 185 1,573,571 713,059 646,967 713,059 66,092 Fidelity Retirement Money Market 241 3,192,982 1,856,600 1,856,600 1,856,600 - See accompanying independent auditors' report. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Del Webb Corporation Retirement Savings Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DEL WEBB CORPORATION RETIREMENT SAVINGS PLAN By Name: Lynn Schuttenberg Title: Chairman of Benefits Advisory Committee Dated: June 28, 1996 INDEX TO EXHIBITS Page in Sequential Numbering System in Manually Signed Exhibit Original on Which Number Description Exhibits May Be Found - ------ ----------- --------------------- 23 Consent of KPMG Peat Marwick LLP