<PAGE>   1
   As filed with the Securities and Exchange Commission on September 18, 1998
                                                      Registration No. _________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              DEL WEBB CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           DELAWARE                                             86-0077724
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)


                             6001 North 24th Street
                             Phoenix, Arizona 85016
   (Address, including zip code, of principal executive offices of Registrant)
        Registrant's telephone number including area code: (602) 808-8000


                            Robertson C. Jones, Esq.
                    Senior Vice President and General Counsel
                              Del Webb Corporation
                             6001 North 24th Street
                             Phoenix, Arizona 85016
                                 (602) 808-8000
       (Name, address, including zip code, and telephone number, including
                  area code, of agent for service of process)

                                    Copy to:
                               Steven Meiers, Esq.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                          Los Angeles, California 90071


   Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [ ]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]


                            (the Facing Page is continued on the following page)
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                           Proposed           Proposed
                                                                            Maximum            Maximum            Amount of
             Title of Each Class of                   Amount to be      Offering Price        Aggregate          Registration
          Securities to be Registered                  Registered        Per Unit (1)     Offering Price (1)         Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                   <C>              <C>                   <C>
    Debt Securities.............................          (2)              100% (2)              (2)              see below
    Preferred Stock.............................        (2), (3)              (2)                (2)              see below
    Depositary Shares...........................        (2), (4)              (2)                (2)              see below
    Common Stock................................        (2), (5)              (2)                (2)              see below
    Stock Purchase Warrants.....................        (2), (6)              (2)                (2)              see below
                 Totals.........................  $250,000,000(2),(3),                                             $75,750
                                                     (4), (5), (6)
================================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  This Registration Statement covers the principal amount of Debt Securities
     (as to Debt Securities offered at an original issue discount, the offering
     price thereof) and, subject to notes 3, 4, 5 and 6, the number of other
     Securities listed above as may from time to time be issued at indeterminate
     prices, but with an aggregate initial offering price for all such Debt
     Securities and Other Securities not to exceed $200,000,000. The
     Registration Statement also includes Debt Securities issued by the
     Registrant that may be issued in exchange for such Preferred Stock
     ("Additional Debt Securities"), provided that the Additional Debt
     Securities that may be issued in exchange for such Preferred Stock will, at
     the time of issuance, be either (i) covered by a then-effective
     Registration Statement, if required, or (ii) issuable without registration
     by virtue of the exemption contained in Section 3(a)(9) of the Securities
     Act of 1933, as amended (or, if applicable, another then-available
     exemption). In addition and without limitation, the Preferred Stock covered
     by this Registration Statement may not be issued in exchange for
     outstanding securities or in any other transaction in which such securities
     are required to be covered by a registration statement on Form S-4 or as to
     which this Form S-3 Registration Statement may not be used for any other
     reason. The Amount to be Registered, Proposed Maximum Offering Price Per
     Unit, Proposed Maximum Offering Price and Amount of Registration Fee with
     respect to such Preferred Stock includes such Additional Debt Securities.

(3)  Includes Preferred Stock issued other than on conversion of Debt Securities
     or exercise of Stock Purchase Warrants. Also includes such presently
     indeterminate number of additional shares of Preferred Stock ("Additional
     Preferred Stock") as may be issued on (i) conversion of the Debt
     Securities, if and to the extent convertible into Preferred Stock, and (ii)
     exercise of any Stock Purchase Warrants as may be issued, if and to the
     extent exercisable for Preferred Stock. The Amount to be Registered,
     Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate
     Offering Price and Amount of Registration Fee with respect to such Debt
     Securities and Warrants include such Additional Preferred Stock.

(4)  The Registration Statement covers such indeterminate number of Depositary
     Shares as may be issued if the Registrant elects to offer fractional
     interests in shares of some or all of the Preferred Stock. The Amount to be
     Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum
     Aggregate Offering Price and Amount of Registration Fee (i) with respect to
     such Preferred Stock include such Depositary Shares and (ii) without
     duplication, with respect to the Depositary Shares, include such Preferred
     Stock.

(5)  Includes Common Stock issued other than on conversion of Debt Securities,
     conversion of Preferred Stock or exercise of Stock Purchase Warrants. Also
     includes such presently indeterminate number of shares of additional Common
     Stock ("Additional Common Stock") as may be issued on (i) conversion of the
     Debt Securities, if and to the extent convertible into Common Stock, (ii)
     conversion of any Preferred Stock as may be issued separately, on
     conversion of Debt Securities or exercise of Stock Purchase Warrants, if
     and to the extent such Preferred Stock is convertible into Common Stock or
     (iii) exercise of any Stock Purchase Warrants as may be issued, if and to
     the extent exercisable for Common Stock. The Amount to be Registered,
     Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate
     Offering Price and Amount of Registration Fee with respect to such Debt
     Securities, Preferred Stock and Stock Purchase Warrants include such
     Additional Common Stock.

(6)  Includes Stock Purchase Warrants which may be issued other than as part of
     Units of Stock Purchase Warrants and other Securities. Also includes
     additional Stock Purchase Warrants ("Additional Stock Purchase Warrants")
     which may be offered as part of Units of Stock Purchase Warrants and other
     Securities. The Amount to be Registered, Proposed Maximum Offering Price
     Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
     Registration Fee with respect to such other Securities include such
     Additional Stock Purchase Warrants.


         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
<PAGE>   3
PROSPECTUS                                                  ___________ __, 1998

                                  $250,000,000

                              DEL WEBB CORPORATION

   Debt Securities, Preferred Stock, Common Stock and Stock Purchase Warrants


Del Webb Corporation (the "Company") may offer and issue from time to time its:
debt securities (the "Debt Securities") in one or more series, consisting of
debentures, notes or other evidences of indebtedness and having such prices and
terms as are determined at the time of sale; preferred stock, which may be
issued in one or more series (the "Preferred Stock"); common stock (the "Common
Stock"); and Stock Purchase Warrants to purchase Preferred Stock or Common Stock
(the "Warrants" and, together with the Debt Securities, Preferred Stock and
Common Stock, the "Securities"). The Securities may be issued as Units (the
"Units") and in any combination, the Debt Securities may or may not be
convertible into Preferred Stock or Common Stock and the Preferred Stock may or
may not be convertible into Common Stock or exchangeable for Debt Securities.

The accompanying Prospectus Supplement sets forth: the ranking of the Debt
Securities covered thereby as senior, senior subordinated or subordinated
(including junior subordinated) and the specific designation, aggregate
principal amount, purchase price, maturity, interest rate (or manner of
calculation thereof), time of payment of interest (if any), right to defer
interest (if any), convertibility (if any) and, if applicable, Securities into
which convertible and conversion price and any other specific terms of the Debt
Securities; the rights, privileges and preferences of the Preferred Stock
covered thereby, including whether and on what terms such Preferred Stock may be
convertible into Common Stock or exchangeable for Debt Securities, and whether
the Company has elected to offer any Preferred Stock in the form of depositary
shares; the Preferred Stock or Common Stock for which any Warrants covered
thereby will be exercisable and the exercise price; whether the Securities
covered thereby will be issued in Units and, if so, the Securities which are
part thereof; whether the Securities covered thereby are listed on a securities
exchange; and the name of and compensation to each dealer, underwriter or agent
(if any) involved in the sale of the Securities covered thereby.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prior to issuance there will have been no market for the Debt Securities,
Preferred Stock or Warrants, and there can be no assurance that a secondary
market for the Debt Securities, Preferred Stock or Warrants will develop. This
Prospectus may not be used to consummate sales of Securities unless accompanied
by a Prospectus Supplement. The Securities may be offered through one or more
different plans of distribution, including offerings through underwriters. See
"Plan of Distribution."
<PAGE>   4
IN CONNECTION WITH THE OFFERINGS OF THE DEBT SECURITIES, PREFERRED STOCK, COMMON
STOCK OR WARRANTS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBT SECURITIES, PREFERRED STOCK,
COMMON STOCK OR WARRANTS, OR ANY OF THEM, AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.


                              AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Debt Securities,
Preferred Stock, Common Stock and Warrants. This Prospectus, which constitutes
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the Rules and Regulations of the Commission. For further
information with respect to the Company, reference is made to the Registration
Statement.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information filed by the Company, may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the Commission's Regional Offices located at Northwestern Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. In addition, such reports, proxy
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and the Pacific Exchange, 115 Sansome Street, Suite 1104, San Francisco,
California 94104. Copies of reports, proxy statements and other information
electronically filed with the Commission by the Company may be inspected by
accessing the Commission's World Wide Web site at http://www.sec.gov.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-K for its fiscal year ended June 30,
1998, which has been filed with the Commission, is incorporated in this
Prospectus by reference. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby are
incorporated by reference in this Prospectus and made a part hereof from the
date such documents are filed.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in the Prospectus Supplement or in any subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of each document incorporated herein by reference (not including the
exhibits to those documents, unless the exhibits are specifically incorporated
by reference therein or herein). Requests for such copies should be directed to:
Del Webb Corporation, 6001 North 24th Street, Phoenix, Arizona 85016, Attention:
Secretary. Telephone requests may be directed to (602) 808-8000.


                                       2
<PAGE>   5
                                   THE COMPANY

     Del Webb Corporation develops residential communities ranging from
smaller-scale, non-amenitized communities within its conventional homebuilding
operations to large-scale, master-planned communities with extensive amenities.
The Company currently conducts its operations in the states of Arizona,
California, Florida, Illinois, Nevada, South Carolina and Texas.

     The Company's primary activities involve the development of large-scale,
master-planned communities with extensive amenities for active adults age 55 and
over. The Company is one of the nation's leading developers of such
age-qualified active adult communities. It has extensive experience in the
active adult community business, having built and sold more than 60,000 homes at
ten Sun City communities over the past 38 years. The Company designs, develops
and markets these communities, controlling all phases of the master plan
development process from land selection through the construction and sale of
homes. Within its communities, the Company is usually the exclusive developer of
homes.

     The Company was incorporated in 1946 in Arizona and reincorporated in 1994
in Delaware. The Company's principal executive offices are located at 6001 North
24th Street, Phoenix, Arizona 85016 and its telephone number is (602) 808-8000.
The Company conducts substantially all of its activities through subsidiaries
and, as used in this Prospectus and the accompanying Prospectus Supplement, the
term the "Company" includes Del Webb Corporation and its subsidiaries unless the
context indicates otherwise.


                                 USE OF PROCEEDS

     Unless otherwise set forth in the accompanying Prospectus Supplement, the
net proceeds from the sale of the Securities will be used to reduce outstanding
balances under the Company's revolving credit facility, to fund land
acquisitions and development of new projects and for general corporate purposes.
Amounts so repaid under the revolving credit facility may be reborrowed in the
future.


                 CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth the consolidated ratio of earnings to fixed
charges for the Company for the periods indicated.

<TABLE>
<CAPTION>
                                                                               FISCAL YEAR ENDED JUNE 30,
                                                                        -----------------------------------------
                                                                        1994     1995      1996     1997     1998
                                                                        ----     ----      ----     ----     ----
<S>                                                                     <C>      <C>       <C>      <C>      <C>
Ratio of earnings to fixed charges (unaudited) ................         1.30x    1.59x     (1)      2.09x    1.79x
</TABLE>


(1)  Earnings were inadequate to cover fixed charges by $21.6 million due to a
     $65.0 million non-cash loss from impairment of southern California real
     estate inventories incurred in connection with the Company's adoption of
     Statement of Financial Accounting Standards No. 121, Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
     Of. See Note 12 to the Company's Consolidated Financial Statements included
     in its annual report on Form 10-K for the fiscal year ended June 30, 1996.

     The ratio of earnings to fixed charges is calculated by dividing earnings
by fixed charges. For this purpose "earnings" means earnings (loss) from
continuing operations before income taxes plus (a) fixed charges and interest
amortized to cost of sales minus (b) interest incurred. "Fixed charges" means
total interest incurred, whether capitalized or expensed (including the portion
of rent expense representative of interest costs), plus (i) debt-related fees
and (ii) amortization of deferred financing costs.


                         DESCRIPTION OF DEBT SECURITIES

     The Debt Securities will constitute senior, senior subordinated or
subordinated (including, if applicable, junior subordinated) debt of the Company
and will be issued under a Senior Debt Indenture (the "Senior Debt Indenture"),
a Senior Subordinated Debt Indenture (the "Senior Subordinated Debt Indenture")
or a


                                       3
<PAGE>   6
Subordinated Debt Securities Indenture (the "Subordinated Debt Indenture"), in
each case between the Company and a Trustee (the "Trustee"). The Senior Debt
Indenture, Senior Subordinated Debt Indenture and the Subordinated Debt
Indenture are sometimes referred to below individually as an "Indenture" and
collectively as the "Indentures." Unless otherwise stated in the Prospectus
Supplement, the Trustee under the first Indenture under which Debt Securities
will be issued will be Bank of Montreal Trust Company. (See "Concerning the
Trustee.") The Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement are referred to below as the "Offered Debt Securities." If
and to the extent set forth in the accompanying Prospectus Supplement, the
Offered Debt Securities will be convertible into Preferred or Common Stock of
the Company or issued as part of Units of Offered Debt Securities and other
Securities. If the Offered Debt Securities are to be issued as part of Units of
Debt Securities and other Securities or may be issued in exchange for Preferred
Stock, the Prospectus Supplement will describe any applicable material federal
income tax consequences.

     The following summaries of certain provisions of the Indentures and the
Debt Securities do not purport to be complete. Except to the extent set forth in
the Prospectus Supplement with respect to a particular issue of Debt Securities,
the Indentures are substantially identical, except for the provisions relating
to subordination, including the fact that senior subordinated Debt Securities
will rank senior to the subordinated Debt Securities.

GENERAL

     The Indenture for the Offered Debt Securities will not limit the amount of
additional indebtedness the Company or any of its subsidiaries may incur, except
as may be provided in the accompanying Prospectus Supplement. The Debt
Securities will be unsecured senior, senior subordinated or subordinated
obligations of the Company, as set forth in the accompanying Prospectus
Supplement.

     The Company is a holding company, which currently conducts its operations
through subsidiaries. In addition to the subordination described under
"Subordination of Senior Subordinated and Subordinated Debt Securities" below
and as may be described in the accompanying Prospectus Supplement, this
effectively subordinates the Debt Securities to all indebtedness (including
trade payables) of the Company's subsidiaries. Therefore, the Company's rights
and the rights of its creditors, including holders of Debt Securities, to
participate in the assets of any subsidiary upon the latter's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors (including third persons who have the benefit of guarantees given by
the subsidiary), except to the extent the Company may itself be a creditor with
recognized claims against the subsidiary. However, in that case the claims of
the Company would still be effectively junior to any indebtedness of the
subsidiary to the extent the holders of that indebtedness are entitled to the
benefit of security interests in the assets of the subsidiary, as well as to any
indebtedness of that subsidiary which is senior to any debt or other claims held
by the Company. In addition, amounts which may from time to time be outstanding
under the Company's $450 million principal debt facility are guaranteed by
subsidiaries of the Company that hold substantially all of its consolidated
assets. The Debt Securities, including any senior Debt Securities, will not be
so guaranteed. As a result, the holders of that debt outstanding under the
Company's principal debt facility will have a claim against the assets of the
Company's subsidiaries before those assets are available to make payments due on
the Debt Securities.

     Also, because the Company is a holding company, it is dependent on
dividends or other distributions from its subsidiaries to make payments on its
indebtedness, including the Debt Securities. Such dividends or other
distributions to the Company may be subject to state law, which can restrict the
ability of a corporation to pay dividends or make other distributions to its
shareholders and which protect the rights of creditors of a corporation,
including third persons who have the benefit of guarantees given by the
corporation, in the event of improperly made dividends or distributions, as well
as to present or future contractual or regulatory restrictions that could
materially restrict the ability of the subsidiaries to make such payments to the
Company. The accompanying Prospectus Supplement discloses, to the extent
material to the Company, any


                                       4
<PAGE>   7
contractual restrictions on the ability of the subsidiaries of the Company to
make dividends, loans or advances to the Company that exist at the date of that
Prospectus Supplement. Except as may be described in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities will not restrict the
Company's ability to enter into contracts in the future that limit the ability
of the Company's subsidiaries to make dividends, loans or advances to it.
Payments to the Company from its subsidiaries also are contingent upon the
earnings of such subsidiaries and are subject to various business
considerations, such as the working capital needs of the subsidiaries.

     Reference is made to the accompanying Prospectus Supplement for the
following terms of and information relating to the Offered Debt Securities (to
the extent such terms are applicable to such Debt Securities): (a) the specific
designation, aggregate principal amount, purchase price and denomination; (b)
the date of maturity; (c) the interest rate or rates (or the method by which
such rate will be determined), if any; (d) the date from which interest will
accrue and dates on which any such interest will be payable; (e) the rights of
the Company to defer interest, if any; (f) the place or places where the
principal of, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable; (g) whether the Offered Debt Securities are senior,
senior subordinated or subordinated (including junior subordinated) Debt
Securities; (h) any redemption, repayment or sinking fund provisions; (i) any
obligation of the Company to offer to purchase the Offered Debt Securities in
the event of a Change of Control (as defined) of the Company; (j) whether the
Offered Debt Securities are convertible into Preferred Stock or Common Stock and
the terms of the security into which they are convertible (see "Description of
Capital Stock"), the conversion price, other terms related to conversion and any
anti-dilution protections; (k) whether the Offered Debt Securities will be sold
as part of Units consisting of Offered Debt Securities and other Securities; (l)
any applicable material federal income tax consequences; and (m) any other
material specific terms of the Offered Debt Securities, including any material
additional events of default or covenants provided for with respect to the
Offered Debt Securities and any material terms that may be required by or
advisable under applicable laws or regulations.

     Debt Securities will bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate or as part of Units consisting of
Debt Securities and other Securities may be sold or deemed to be sold at a
discount below their stated principal amount. With respect to any Debt
Securities as to which the Company has the right to defer interest, the holders
of such Debt Securities may be allocated interest income for federal and state
income tax purposes without receiving equivalent, or any, interest payments. Any
material federal income tax considerations applicable to any such discounted
Debt Securities or to certain Debt Securities issued at par that are treated as
having been issued at a discount for federal income tax purposes will be
described in the Prospectus Supplement.

GLOBAL DEBT SECURITIES

     If any Debt Securities are represented by one or more Global Securities,
the applicable Prospectus Supplement will describe the terms of the depositary
arrangement with respect to such Global Securities.

SUBORDINATION OF SENIOR SUBORDINATED AND SUBORDINATED DEBT SECURITIES

     The senior subordinated and subordinated Debt Securities will be
subordinate and junior in right of payment, to the extent and in the manner to
be set forth in the Indenture, to all "Senior Debt" of the Company. Except to
the extent set forth in the accompanying Prospectus Supplement, the Indenture
for the Offered Debt Securities that are senior subordinated or subordinated
Debt Securities will define "Senior Debt" as all present or future
"Indebtedness" (defined below) created, incurred, assumed or, to the extent
described below, guaranteed by the Company (and all renewals, extensions or
refundings thereof), unless the instrument under which such Indebtedness is
created, incurred, assumed or guaranteed provides that such Indebtedness is not
senior or superior in right of payment to the Offered Debt Securities in
question; provided, however, that Senior Debt shall not include (a) any
Indebtedness of the Company to any of its subsidiaries, (b) any trade payables
of the Company or (c) except to the extent set forth or referred to in the


                                       5
<PAGE>   8
accompanying Prospectus Supplement, guarantees by the Company of Indebtedness
outstanding at the date hereof or that may be outstanding in the future.

     Each Senior Subordinated Debt Indenture will provide that the Company will
not issue any Indebtedness that is subordinated in right of payment to any
Senior Debt of the Company and is senior in right of payment to the Debt
Securities covered by the Senior Subordinated Debt Indenture. No Subordinated
Debt Indenture will contain a similar provision. Except as may otherwise be
provided in the accompanying Prospectus Supplement, "Indebtedness" will be
defined in the Indenture for the Offered Debt Securities to mean any
indebtedness of a person, contingent or otherwise, in respect of borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
person or only to a portion thereof), evidenced by bonds, notes, debentures or
similar instruments or letters of credit or representing the balance deferred
and unpaid of the purchase price of any property or interest therein (except any
such balance that constitutes a trade payable), all capitalized lease
obligations and all direct or indirect obligations that arise as a result of
claims under or drawings pursuant to surety, performance, completion or
maintenance bonds.

     By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets: (a)
holders of Senior Debt will be entitled to be paid in full before payments may
be made on senior subordinated and subordinated Debt Securities and the holders
of senior subordinated and subordinated Debt Securities will be required to pay
over their share of such distributions to the holders of Senior Debt until such
Senior Debt is paid in full (except to the extent, if at all, that holders of
senior subordinated and subordinated Debt Securities may receive securities that
are subordinated to the same extent the senior subordinated and subordinated
Debt Securities are subordinated to Senior Debt); (b) in addition, holders of
senior subordinated debt will be entitled to be paid in full before payments may
be made on subordinated Debt Securities and holders of subordinated Debt
Securities will be required to pay over their share of such distributions to the
holders of senior subordinated debt until such senior subordinated debt is paid
in full (except to the extent, if at all, that holders of subordinated Debt
Securities may receive securities that are subordinated to the same extent the
subordinated Debt Securities are subordinated to senior subordinated debt); and
(c) creditors of the Company who are not holders of senior subordinated or
subordinated Debt Securities may recover less, ratably, than holders of Senior
Debt and may recover more, ratably, than the holders of the senior subordinated
or subordinated Debt Securities, and creditors of the Company who are not
holders of subordinated Debt Securities may recover less, ratably, than holders
of Senior Debt and may recover more, ratably, than holders of subordinated Debt
Securities. Accordingly, such subordination may result in a reduction or
elimination of payments to the holders of all senior subordinated and
subordinated Debt Securities or all subordinated Debt Securities.

     Except as may otherwise be described in the accompanying Prospectus
Supplement, no payment of principal or interest with respect to any of the
Offered Debt Securities that are senior subordinated or subordinated Debt
Securities may be made, nor may the Company acquire any Offered Debt Securities
that are senior subordinated or subordinated Debt Securities, in each case
except as set forth in the Indenture for such Offered Debt Securities, if any
default with respect to Senior Debt that permits the acceleration of the
maturity of any Senior Debt occurs and is continuing and such default is either
the subject of judicial proceedings or the Company receives notice (a "Default
Notice") of the default from a holder of Senior Debt entitled to give such a
notice. By reason of these provisions, in the event of a default on any Senior
Debt of the Company that is presently existing or may be incurred in the future,
payments of principal of and interest and premium, if any, on the Offered Debt
Securities that are senior subordinated or subordinated Debt Securities may not
be permitted until such Senior Debt is paid in full. However, except as may
otherwise be described in the accompanying Prospectus Supplement, the Company
may resume payments in respect of the Offered Debt Securities that are senior
subordinated or subordinated Debt Securities and may acquire such senior
subordinated or subordinated Debt Securities if (a) 179 days pass after the
Default Notice is given, if the default with respect to such Senior Debt is not
then the subject of judicial proceedings, or (b) the default with respect to
such Senior Debt is cured or waived and, in each case described in the foregoing
clauses (a) and (b), the terms of the Indenture otherwise permit the payment or
acquisition of such Offered Debt Securities at the time in question. The
Company's principal credit facility restricts the acquisition by the Company of
its subordinated indebtedness, including any senior subordinated or subordinated
Debt Securities, prior to the


                                       6
<PAGE>   9
term of the principal credit facility as it may be extended from time to time,
and the Indentures for the Company's $100 million of 9 3/4% Senior Subordinated
Debentures, $100 million of 9% Senior Subordinated Debentures and $150 million
of 9 3/4% Senior Subordinated Debentures due 2008 restrict the acquisition,
prior to March 1, 2003, February 15, 2006 and January 15, 2008, respectively, of
subordinated Debt Securities issued pursuant to the Subordinated Debt Indenture.
The Prospectus Supplement or the information incorporated herein by reference
sets forth the approximate amount of Senior Debt and Senior Subordinated Debt
outstanding as of the end of the most recent fiscal quarter of the Company.

CERTAIN COVENANTS OF THE COMPANY

     AFFIRMATIVE COVENANTS. In addition to such other covenants, if any, as may
be described in the accompanying Prospectus Supplement and except as may
otherwise be set forth therein, the Indenture for the Offered Debt Securities
will require the Company, subject to certain limitations described therein, to,
among other things, do the following: (a) deliver to the Trustee copies of all
reports filed with the Commission; (b) deliver to the Trustee annual officers'
certificates with respect to the Company's compliance with its obligations under
that Indenture; (c) maintain its corporate existence subject to the provisions
described below relating to mergers and consolidations; and (d) pay its taxes
when due except where such taxes are being contested in good faith. Except as
may be set forth in the accompanying Prospectus Supplement, the Indentures will
not restrict the business or operations of the Company or its subsidiaries,
limit their indebtedness or prohibit any liens, charges or other encumbrances on
any properties or other assets they may have from time to time.

     DIVIDENDS AND OTHER PAYMENTS. Except as may otherwise be provided in the
accompanying Prospectus Supplement and except as may otherwise be set forth in
the Indenture for the Offered Debt Securities, that Indenture will generally
prohibit the Company from making a "Restricted Payment" (defined below) if, at
the time of the Restricted Payment, (a) an Event of Default (as defined) has
occurred under the Indenture and is continuing or would occur as a consequence
of the Restricted Payment or (b) if, upon giving effect to the Restricted
Payment, the aggregate amount expended for all Restricted Payments exceeds the
sum of (i) a specified percentage of the aggregate consolidated net earnings of
the Company accrued during certain fiscal quarters, (ii) the aggregate net
proceeds received by the Company from the issuance or sale of capital stock of
the Company, (iii) the amount expended by the Company for the purchase,
redemption or other acquisition or retirement for value of any preferred stock
of the Company plus (iv) the amount set forth in the accompanying Prospectus
Supplement. Except as may be otherwise provided in the accompanying Prospectus
Supplement, a "Restricted Payment" will be defined as any of the following: (1)
declaring or paying any dividend on, or making any distribution to the holders
of, any shares of the Company's capital stock, other than dividends or
distributions payable in "Equity Interests" (defined as equity securities or
securities with a right to acquire equity securities (other than convertible
debt securities) of the Company) or (2) purchasing, redeeming or otherwise
acquiring or retiring for value any Equity Interests.

     CHANGE OF CONTROL. Except as may otherwise be set forth in the accompanying
Prospectus Supplement, the Indenture for the Offered Debt Securities will
provide that, if a Change of Control occurs, the Company will be obligated to
offer to purchase all outstanding Offered Debt Securities at a purchase price
equal to 100 percent of the aggregate principal amount of the Debt Securities,
plus accrued and unpaid interest to the date of purchase. Any offer to purchase
Offered Debt Securities upon a Change of Control will be conducted in compliance
with applicable regulations under the federal securities laws, including
Exchange Act Rule 14e-1. Any limitations on the Company's financial ability to
purchase Offered Debt Securities upon a Change of Control will be described in
the accompanying Prospectus Supplement. Except as may be otherwise provided in
the accompanying Prospectus Supplement, a "Change of Control" will be defined in
the Indenture for the Offered Debt Securities as any of the following: (a) all
or substantially all of the Company's assets are sold as an entirety to any
person or it engages in any merger, consolidation, sale of capital stock, sale
of beneficial ownership interests or any other transactions as a result of which
its shareholders immediately prior to such transactions own, directly or
indirectly, in the aggregate less than 50 percent of the total voting power
entitled to vote in the election of (i) its directors, if it is the surviving
entity, or (ii) the directors, managers or trustees of (1) the surviving entity
or (2) the purchaser of all or substantially all of its assets; or (b) any
person


                                       7
<PAGE>   10
acquires more than 50 percent of the total voting power entitled to vote for
directors of the Company. Except as may otherwise be set forth in the
accompanying Prospectus Supplement, the Company's failure to comply with the
Change of Control covenant as to the Offered Debt Securities will be an Event of
Default under the Indenture for the Offered Debt Securities, as specified in the
accompanying Prospectus Supplement. See "Events of Default" below. The meaning
of the term "all or substantially all of the assets" has not been definitely
established and is likely to be interpreted by reference to applicable state law
if and at the time the issue arises and will be dependent on the facts and
circumstances existing at the time. Accordingly, there may be uncertainty as to
whether a holder of Offered Debt Securities can determine whether a Change of
Control has occurred and exercise any remedies such holder may have upon a
Change of Control. Except as described above with respect to a Change of Control
or as described in the accompanying Prospectus Supplement, the Indenture for the
Offered Debt Securities will not afford holders of the Debt Securities
protection in the event of a highly leveraged transaction, takeover,
reorganization, restructuring, recapitalization, merger or similar transaction
involving the Company that may adversely affect holders of the Debt Securities.

     MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE. Except as may otherwise
be provided in the accompanying Prospectus Supplement, the Indenture for the
Offered Debt Securities will provide that the Company will not merge or
consolidate with or into any other person and will not sell, lease or convey all
or substantially all of its assets to any person, unless it is the continuing
corporation, or the successor corporation or person that acquires all or
substantially all of its assets is a corporation organized and existing under
the laws of the United States or a State thereof or the District of Columbia and
expressly assumes all of the Company's obligations under the Offered Debt
Securities and the Indenture for the Offered Debt Securities and, immediately
after such merger, consolidation, sale, lease or conveyance, such person or such
successor corporation is not in default in the performance of the covenants and
conditions in the Indenture for the Offered Debt Securities. With respect to
possible uncertainties concerning the meaning of the term "all or substantially
all of the assets", the possible lack of protection in a highly leveraged merger
or other transaction and related possible effects on holders of the Debt
Securities, see "Change of Control" above.

REDEMPTION

     If and to the extent set forth in the accompanying Prospectus Supplement,
the Company will have the right to redeem the Offered Debt Securities, in whole
or from time to time in part, after the date and at the redemption prices set
forth in the accompanying Prospectus Supplement.

EVENTS OF DEFAULT

     Except as may be described in the accompanying Prospectus Supplement, an
"Event of Default" will be defined under the Indenture for the Offered Debt
Securities as being: (a) default for 30 days in payment of any interest on the
Offered Debt Securities; (b) default in payment of any principal of the Offered
Debt Securities, either at maturity (or upon any redemption), by declaration or
otherwise; (c) default for 60 days after written notice in the performance of
any other agreements or covenants in, or provisions of, the Offered Debt
Securities or the Indenture for the Offered Debt Securities; (d) an event of
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company and certain of its subsidiaries (or the payment of which
is guaranteed by the Company), other than non-recourse Indebtedness, if (i)
either (1) such event of default results from the failure to pay any such
Indebtedness at maturity and such default has not been cured or such
acceleration rescinded or (2) as a result of such event of default, the maturity
of such Indebtedness has been accelerated prior to its expressed maturity and
(ii) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
maturity or the maturity of which has been so accelerated and the acceleration
of which has not been rescinded, equals or exceeds the amount specified in the
accompanying Prospectus Supplement; (e) failure for 60 days to discharge final
judgments against the Company and certain of its subsidiaries for the payment of
money aggregating the amount specified in the accompanying Prospectus Supplement
or more; and (f) certain events of bankruptcy, insolvency or reorganization.


                                       8
<PAGE>   11
     The Indenture for the Offered Debt Securities will provide that if an Event
of Default (other than an Event of Default due to certain events of bankruptcy,
insolvency or reorganization) has occurred and is continuing, either the Trustee
or the holders of not less than 25 percent in principal amount of the Offered
Debt Securities outstanding under the Indenture for the Offered Debt Securities,
or such other amount as may be specified in the Prospectus Supplement, may then
declare the principal of all Offered Debt Securities under that Indenture and
interest accrued thereon to be due and payable immediately.

     Except to the extent otherwise stated in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities will contain a
provision entitling the Trustee, subject to the duty of the Trustee during a
default to act with the required standard of care, to be indemnified by the
holders of Offered Debt Securities before proceeding to exercise any right or
power under that Indenture at the request of such holders. Subject to such
provisions in the Indenture for the Offered Debt Securities for the
indemnification of the Trustee and certain other limitations, the holders of a
majority in principal amount of the Offered Debt Securities then outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee.

     Except to the extent otherwise stated in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities will provide that no
holder of Offered Debt Securities may institute any action against the Company
under the Indenture (except actions for payment of overdue principal or
interest) unless (a) such holder previously has given the Trustee written notice
of the default and continuance thereof, (b) the holders of not less than 25
percent in principal amount of the Offered Debt Securities then outstanding have
requested the Trustee to institute such action and offered the Trustee
reasonable indemnity, (c) the Trustee has not instituted such action within 60
days of the request and (d) the Trustee has not received direction inconsistent
with such written request from the holders of a majority in principal amount of
the Offered Debt Securities then outstanding under the Indenture.

     The Indentures and the Debt Securities will provide that no director,
officer, employee or shareholder of the Company, as such, will have any
liability for any obligations of the Company under the Debt Securities or the
Indentures. The Indentures and the Debt Securities will also each provide that
each holder of the Debt Securities, by accepting the Debt Securities, waives and
releases all such liability.

DEFEASANCE AND DISCHARGE

     Except as may otherwise be provided in the accompanying Prospectus
Supplement, the Company can discharge or defease its obligations under the
Indenture for the Offered Debt Securities as set forth below.

     Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of the Offered Debt Securities that have not already been
delivered to the Trustee for cancellation and that have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee cash or
United States Government Obligations (as defined in the Indenture for the
Offered Debt Securities), or a combination thereof, as trust funds in an amount
certified to be sufficient to pay at maturity (or upon redemption) the principal
of and interest on such Offered Debt Securities.

     The Company may also discharge any and all of its obligations to holders of
the Offered Debt Securities at any time ("defeasance"), but may not thereby
avoid its duty to register the transfer or exchange of the Offered Debt
Securities, to replace any temporary, mutilated, destroyed, lost or stolen
Offered Debt Securities or to maintain an office or agency in respect of such
Offered Debt Securities and certain other obligations. Alternatively, the
Company may be released with respect to the Offered Debt Securities from the
obligations imposed by specific portions of the Indenture for the Offered Debt
Securities (including the covenant described above limiting consolidations,
mergers, asset sales and leases) and omit to comply with such provisions without
creating an Event of Default ("covenant defeasance"). Defeasance or covenant
defeasance may be effected only if, among other things: (a) the Company
irrevocably deposits with the Trustee cash or United States Government
Obligations, or a combination thereof, as trust funds in an amount certified to
be sufficient to pay at maturity the principal of and interest on all
outstanding Offered Debt Securities; (b) no Event of Default under the Indenture
for the Offered Debt Securities has occurred and is then continuing;


                                       9
<PAGE>   12
(c) the defeasance or covenant defeasance will not result in an event of default
under any agreement to which the Company is a party or by which it is bound; and
(d) the Company delivers to the Trustee an opinion of counsel to the effect that
the holders of Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or covenant
defeasance and that such defeasance or covenant defeasance will not otherwise
alter such holders' federal income tax treatment of principal and interest
payments on the Offered Debt Securities.

MODIFICATIONS TO THE INDENTURES

     Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities will provide that the
Company and the Trustee may enter into supplemental indentures without the
consent of the holders of Offered Debt Securities to, among other things: (a)
add covenants, conditions and restrictions for the protection of the holders of
Offered Debt Securities or to surrender any right of the Company; (b) cure any
ambiguity or correct any inconsistency in the Indenture for the Offered Debt
Securities; (c) make any change that does not adversely affect the legal rights
of holders of Offered Debt Securities; (d) modify, eliminate or add to the
provisions of the Indenture for the Offered Debt Securities to the extent
necessary to qualify that Indenture under applicable federal statutes; or (e)
make any other changes in the Indenture before Offered Debt Securities are
issued thereunder, provided that such changes are not prohibited by the Trust
Indenture Act.

     Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities also will contain
provisions permitting the Company and the Trustee, with the consent of the
holders of not less than a majority in principal amount of Offered Debt
Securities outstanding, to add any provision to, change in any manner or
eliminate any of the provisions of the Indenture for the Offered Debt Securities
or modify in any manner the rights of the holders of the Offered Debt Securities
so affected; provided that the Company and the Trustee may not, without the
consent of the holder of each outstanding Offered Debt Security affected
thereby, do, among other things, any of the following: (a) reduce the amount of
Offered Debt Securities whose holders must consent to an amendment, supplement
or waiver with respect to the Indenture; (b) reduce the rate of or change the
time for payment of interest on any Offered Debt Security; (c) reduce the
principal of or change the fixed maturity of any Offered Debt Security; or (d)
waive a default in the payment of the principal of, or interest on, any Offered
Debt Security.

     The Indentures for senior subordinated or subordinated Offered Debt
Securities may not be amended to alter the subordination of any outstanding
senior subordinated or subordinated Debt Securities without the consent of each
holder of Senior Debt and, as to subordinated Debt Securities, also senior
subordinated debt then outstanding that would be adversely affected thereby.

CONCERNING THE TRUSTEE

     Unless otherwise stated in the Prospectus Supplement, the Trustee under the
first Indenture under which Debt Securities will be issued will be Bank of
Montreal Trust Company. An affiliate of Bank of Montreal Trust Company is a
lender to the Company under one of the Company's short-term lines of credit.
Unless stated in the applicable Prospectus Supplement, (i) it or any other
Trustee may also be the Trustee under any indenture for Offered Debt Securities
and (ii) any Trustee or its affiliates may be a lender to the Company, including
under its principal credit facility, and may from time to time have lender or
other business arrangements with the Company. The Indenture will contain certain
limitations on the rights of the Trustee, should it or its affiliates then be
creditors of the Company, to obtain payment of claims in certain cases or to
realize on certain property received in respect of any such claim as security or
otherwise. The Trustee and its affiliates will be permitted to engage in other
transactions; however, if they acquire any conflicting interest, the conflict
must be eliminated or the Trustee must resign.

     The Holders of a majority in principal amount of the then outstanding Debt
Securities issued under any Indenture will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee under that Indenture, subject to certain exceptions.
Unless otherwise stated in the applicable Prospectus Supplement, the Indentures
will provide that in case an Event of Default occurs and is not cured, the
Trustee will be required, in the exercise of its power, to use the degree of
care of a


                                       10
<PAGE>   13
prudent person in similar circumstances in the conduct of his, her or its
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under any Indenture at the request of any
Holder, unless such Holder has offered the Trustee security and indemnity
satisfactory to the Trustee.

GOVERNING LAW

     Unless otherwise specified in the accompanying Prospectus Supplement, the
Indenture for the Offered Debt Securities and the Offered Debt Securities will
be governed by New York law.


                             DESCRIPTION OF WARRANTS

GENERAL

     Except as otherwise set forth in the accompanying prospectus supplement,
the Warrants will be issued in fully registered form under a Warrant Agreement
between the Company and the Warrant Agent named in the accompanying Prospectus
Supplement (the "Warrant Agent"). The statements in this Prospectus relating to
the Warrants and the Warrant Agreement are summaries and do not purport to be
complete.

     Each Warrant will entitle the registered owner (the "Warrantholder") to
purchase one share of Preferred or Common Stock, as set forth in the
accompanying Prospectus Supplement, subject to the call provisions referred to
below, from the time the Warrants are separately transferable until the date set
forth in the accompanying Prospectus Supplement. The initial per share exercise
price of the Warrants and the date on which the Warrants become separately
transferable will be set forth in the applicable Prospectus Supplement.

     The Warrants can be exercised by surrendering to the Warrant Agent a
Warrant certificate signed by the Warrantholder or his, her or its duly
authorized agent indicating the Warrantholder's election to exercise all or
portion of the Warrants evidenced by the certificate. Surrendered Warrant
certificates must be accomplished by payment of the aggregate exercise price of
the Warrants to be exercised (the "Warrant Price"), which payment may be made in
the form of cash or a cashier's check equal to the exercise price or, if and to
the extent set forth in the accompanying Prospectus Supplement, the surrender of
Debt Securities in denominations at least equal to the aggregate Warrant Prices
or, if applicable, any combination of cash and such denominations of Debt
Securities. If the principal amount of Debt Securities surrendered is in excess
of the aggregate Warrant Price so paid, only a portion of such surrendered
principal amount shall be accepted against payment of the Warrant Price and new
Debt Securities shall be issued in the principal amount not so applied against
the aggregate Warrant Price, provided that the amount of such excess is $1,000
or an integral multiple thereof.

     Certificates evidencing duly exercised Warrants shall be delivered by the
Warrant Agent to the transfer agent for the Preferred or Common Stock, as
applicable. Upon receipt thereof, the transfer agent will be obligated to
deliver or cause to be delivered, to or upon the written order of the exercising
Warrantholders, certificates representing the number of shares of Preferred or
Common Stock so purchased. If fewer than all of the Warrants evidenced by any
certificate are exercised, the Warrant Agent will be obligated to deliver to the
exercising Warrantholder a new Warrant certificate representing the unexercised
Warrants.

     To the extent set forth in the accompanying Prospectus Supplement, the
Warrant Price and the number of shares of Preferred or Common Stock purchasable
upon the exercise of each Warrant are subject to adjustment in certain events,
including: (i) the issuance of a stock dividend to holders of Preferred Stock or
Common Stock (whichever the Warrants are exercisable for) or a combination,
subdivision, or reclassification of the Preferred Stock or the Common Stock
(whichever the Warrants are exercisable for); (ii) the issuance of rights,
warrants or options or securities convertible into, or exchangeable for, the
Preferred Stock or the Common Stock (whichever the Warrants are exercisable
for), that are distributed to all holders of the Company's outstanding Preferred
or Common Stock (whichever the Warrants are exercisable for) entitling them to
subscribe for or purchase Preferred or Common Stock; and (iii) any distribution
by the Company to the holders of its Preferred or Common Stock (whichever the
Warrants are exercisable for) of evidences of indebtedness of the Company or of
assets (excluding, if and to the extent set forth in the accompanying


                                       11
<PAGE>   14
Prospectus Supplement, certain cash dividends or distributions). To the extent
set forth in the accompanying Prospectus Supplement, no adjustment in the number
of shares purchasable upon exercise of the Warrants or in the Warrant Price will
be required until cumulative adjustments require an adjustment of at least one
percent thereof. In addition, unless the accompanying Prospectus Supplement
states to the contrary, the Company may, at its option, reduce the Warrant Price
at any time. No fractional shares will be issued upon exercise of Warrants, but
the Company will pay the cash value of any fractional shares otherwise issuable.

     Notwithstanding the foregoing, unless the accompanying Prospectus
Supplement states to the contrary, in case of any consolidation, merger or sale
or conveyance of the property of the Company and its subsidiaries as a whole,
including a consolidation or merger in which the Company is the continuing
corporation and in which all or a majority of the Preferred and Common Stock
outstanding immediately prior to the consolidation or merger is converted into
consideration other than capital stock (or the right to receive such
consideration), the holder of each outstanding Warrant shall have the right to
exercise the Warrant for the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number of
shares of Preferred and Common Stock for which such Warrant was exercisable
immediately prior thereto.

     Adjustments to the Warrant Price (and, possibly, adjustment to the number
of shares of Preferred or Common Stock purchasable upon the exercise of each
Warrant), or the failure to make such adjustments, may in certain circumstances
result in distributions that could be taxable as dividends under the Internal
Revenue Code of 1986, as amended, to holders of the Warrants or to holders of
shares of Preferred or Common Stock issued upon exercise thereof. The Company
will reserve the right (but will not be obligated) to make such adjustments to
the Warrant Price or in the number of shares of Preferred or Common Stock
purchasable upon the exercise of each Warrant, in addition to those required in
the foregoing provisions, as it shall determine to be advisable in order that
certain stock-related distributions which may hereafter be made by the Company
to its stockholders after the date of the accompanying Prospectus Supplement
shall not be taxable to them.

     If all or any portion of the Warrants are callable at the option of the
Company, the call provisions, including the call price and the date through
which the Warrants may be exercised, will be set forth in the accompanying
Prospectus Supplement. If upon expiration the unexercised Warrants will convert
into Preferred or Common Stock, the manner and rate of such conversion will be
set forth in the accompanying Prospectus Supplement.

     Holders of Warrants are not entitled, by virtue of being holders, to
receive dividends or to consent or to receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the Company or
any other matter, to vote at any such meeting or to exercise any rights
whatsoever as stockholders of the Company. The Warrant Agreement and the
Warrants will provide that no director, officer, employee or shareholder of the
Company, as such, will have any liability under the Warrants or the Warrant
Agreement. The Warrant Agreement and the Warrants will also each provide that
each holder of the Warrants, by accepting the Warrants, waives and releases all
such liability.

     Unless otherwise specified in the accompanying Prospectus Supplement, the
Warrant Agreement and the Warrants will be governed by New York law.


                          DESCRIPTION OF CAPITAL STOCK

     The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock, $.001 par value, and 10,000,000 shares of Preferred Stock,
$.001 par value, of which 18,107,606 shares of Common Stock (exclusive of
treasury shares) were issued and outstanding on June 30, 1998. No shares of
Preferred Stock were outstanding at that date.

COMMON STOCK

     Subject to the rights of holders of any outstanding Preferred Stock, the
holders of outstanding shares of Common Stock are entitled to share ratably in
dividends declared out of assets legally available therefor at such time and in
such amounts as the Board of Directors may from time to time lawfully determine.
At the


                                       12
<PAGE>   15
date of this Prospectus the payment of dividends on the Common Stock is
limited by provisions of the Indentures for the Company's $100 million of 9 3/4%
Senior Subordinated Debentures due March 1, 2003, $100 million of 9% Senior
Subordinated Debentures due February 15, 2006 and $150 million of 9 3/4% Senior
Subordinated Debentures due 2008 and its principal credit facility.

     Each holder of Common Stock is entitled to one vote for each share held by
him. Holders of Common Stock are not entitled to cumulate votes for the election
of directors. The Common Stock is not entitled to conversion or preemptive
rights and is not subject to redemption or assessment. Subject to the rights of
holders of any outstanding Preferred Stock, upon liquidation, dissolution or
winding up of the Company, any assets legally available for distribution to
shareholders as such are to be distributed ratably among the holders of the
Common Stock at that time outstanding. The Common Stock presently outstanding
is, and the Common Stock issued upon conversion of the Debt Securities, exercise
of the Warrants (upon payment in full of the Warrant exercise price) or
conversion of any convertible Preferred Stock offered hereby, as the case may
be, will be, fully paid and nonassessable. The Common Stock is listed on the New
York and Pacific Stock Exchanges.

PREFERRED STOCK

     The authorized shares of Preferred Stock are issuable, without further
shareholder approval, in one or more series as determined by the Board of
Directors, with such rights, privileges and preferences as are fixed by the
Board of Directors, including dividend, liquidation and other rights preferred
over the Common Stock, subject to the restrictions in the Indentures and credit
facility referred to above. The Preferred Stock issuable upon exercise of any
Warrants exercisable for Preferred Stock (upon payment in full of the Warrant
exercise price) or conversion of any Debt Securities convertible into Preferred
Stock will be fully paid and nonassessable. The Preferred Stock may be
convertible and, if so convertible, may be converted into one or both of Common
Stock and Debt Securities. The Preferred Stock may also be exchangeable, at the
option of the Company, for Debt Securities (see "Description of Debt
Securities"). If Preferred Stock or Warrants exercisable for Preferred Stock are
being offered or if the Preferred Stock is exchangeable for Debt Securities, the
accompanying Prospectus Supplement will describe the rights, privileges,
preferences and restrictions of such Preferred Stock (including, without
limitation, the designation, the number of authorized shares of the series in
question, the dividend rate (or method of calculation), any voting rights,
conversion rights, anti-dilution protections, exchangeability provisions and
terms of the Debt Securities that are exchangeable for the Preferred Stock, any
redemption provisions, liquidation preferences and any sinking fund provisions).
If fractional interests in shares of Preferred Stock may be issued, there will
be a depositary for the shares of Preferred Stock involved and the applicable
Prospectus Supplement will describe the terms of the depositary arrangement and
related matters.


                              PLAN OF DISTRIBUTION

     The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Securities will be named in the applicable Prospectus Supplement. The
Company may sell Securities directly to investors on its own behalf in those
jurisdictions where it is authorized to do
so.

     Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may, from time to time, authorize dealers, acting as Company agents, to
offer and sell the Securities upon such terms and conditions as may be set forth
in the Prospectus Supplement. In connection with the sale of the Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell the Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters or commissions from the purchasers for which they may act as
agents.


                                       13
<PAGE>   16
     Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Securities, and any discounts or
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities.

     The Debt Securities, the Preferred Stock and the Warrants will be new
issues of securities with no established trading market. Any underwriters or
agents to or through which Securities are sold by the Company for public
offering and sale may make a market in such Securities, but such underwriters or
agents will not be obligated to do so and any of them may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of or trading market for any Debt Securities, Preferred Stock or Warrants.


                              CERTAIN LEGAL MATTERS

     Gibson, Dunn & Crutcher LLP has rendered an opinion (filed as an exhibit to
the Registration Statement) with respect to the validity of the Debt Securities,
Preferred Stock, Common Stock and Warrants covered by this Prospectus. Certain
legal matters in connection with offerings made by this Prospectus may be passed
on for any underwriters by counsel named in the Prospectus Supplement.


                                     EXPERTS

     The consolidated financial statements and schedules of Del Webb Corporation
and subsidiaries as of June 30, 1998 and 1997, and for each of the years in the
three-year period ended June 30, 1998, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP covering the June 30, 1996
financial statements refers to a change in the method of accounting for
long-lived assets.


                                       14
<PAGE>   17
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or any Underwriter. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not autho-
rized or in and which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.



                    TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                               Page
                                               ----
<S>                                            <C>
Available Information..........................   2
Incorporation of Certain Documents by
   Reference...................................   2
The Company....................................   3
Use of Proceeds................................   3
Consolidated Ratio of Earnings to
  Fixed Charges................................   3
Description of Debt Securities.................   3
Description of Warrants........................  11
Description of Capital Stock...................  12
Plan of Distribution...........................  13
Certain Legal Matters..........................  14
Experts........................................  14
</TABLE>


                                    DEL WEBB

                                   CORPORATION






                           Debt Securities, Preferred
                               Stock, Common Stock
                             Stock Purchase Warrants







                                   PROSPECTUS










                                         , 1998
<PAGE>   18
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

         The following are the estimated expenses of the issuance and
distribution of the securities being registered, all of which will be paid by
the Registrant.

<TABLE>
<CAPTION>
<S>                                                                             <C>
Registration fee.........................................................       $   75,750
Blue Sky fees and expenses...............................................            2,000
Exchange listing fees....................................................           30,800
Printing expenses........................................................           50,000
Legal fees and expenses..................................................          105,000
Accounting fees and expenses.............................................           50,000
Trustee's fees and expenses (including counsel fees).....................            7,000
Miscellaneous............................................................            4,450
                                                                                ----------
     Total...............................................................       $  325,000
</TABLE>


*All amounts are estimated except Commission's registration fee.

ITEM 15.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145 of the Delaware General Corporation Law and Sections 5.4
and 7.1 - 7.4 of the Company's Amended and Restated Certificate of Incorporation
each provide for indemnification by the Company of its officers, directors,
agents and employees under certain circumstances. In addition, the Company has
entered into indemnification agreements with each of its directors and executive
officers (see Exhibit 10).

         It is anticipated that in any Underwriting Agreements, the
underwriter(s) named therein will agree to indemnify the Company, its directors
and certain of its officers against certain civil liabilities, including civil
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

         The Registrant has a policy of directors' and officers' liability
insurance which insures directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.

ITEM 16.  EXHIBITS

     4.1    Form of Senior Debt Indenture (including form of Senior
            Debenture/Note/Global Security)

     4.2    Form of Senior Subordinated Debt Indenture (including form of
            Senior Subordinated Debenture/Note/Global Security)

     4.3    Form of Subordinated Debt Indenture (including form of
            Subordinated Debenture/Note/Global Security) 

     4.4    Form of Warrant Agreement (including form of Warrant)

     4.5    Form of Certificate of Designations of Del Webb Corporation
            Pursuant to Section 151 of the Delaware General Corporation
            Law (the form of Certificate of Designations for the Preferred
            Stock)

     4.6    Form of Depositary Agreement (including form of Depositary
            Receipt)

     5      Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
            the securities to be issued

     10     Form of Directors and Officers Indemnification Agreement
            (incorporated by reference to Registrant's Annual Report on
            Form 10-K for its fiscal year ended June 30, 1997)

     12     Computation of Ratio of Earnings to Fixed Charges

     23.1   Consent of KPMG Peat Marwick LLP

     23.2   Consent of Gibson, Dunn & Crutcher LLP (included as part of
            Exhibit 5)


                                      II-1
<PAGE>   19
     24     Powers of Attorney (included at pages II-3 and II-4)

     25     Statement of Eligibility of Trustee

ITEM 17.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rules 424(b)(l) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

         (6) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (7) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 15 (other than
the provisions relating to insurance), or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

         (8) The undersigned Registrant hereby undertakes to file an
application, if necessary, for the purpose of determining the eligibility of any
trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.


                                      II-2
<PAGE>   20
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Phoenix, Arizona on August 31, 1998.

                                              DEL WEBB CORPORATION


                                              By:   /s/     PHILIP J. DION
                                                 -------------------------------
                                                            Philip J. Dion
                                                        Chairman of the Board
                                                     and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Philip J. Dion, Donald V. Mickus, John A. Spencer, David E. Rau and
Robertson C. Jones, and each or any of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
or post-effective amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each such attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 Signatures                                           Title                                      Date
                 ----------                                           -----                                      ----
<S>                                             <C>                                                          <C>
     /s/       PHILIP J. DION                   Chairman of the Board and Chief Executive Officer            August 31, 1998
--------------------------------------------              (Principal Executive Officer)
               Philip J. Dion


     /s/   LEROY C. HANNEMAN, JR.                            Director, President and
--------------------------------------------                 Chief Operating Officer                         August 31, 1998
           LeRoy C. Hanneman, Jr.


     /s/       JOHN A. SPENCER                  Senior Vice President, Finance and Administration,
--------------------------------------------               and Chief Financial Officer                       August 31, 1998
               John A. Spencer                            (Principal Financial Officer)


     /s/        DAVID E. RAU                              Vice President and Controller
--------------------------------------------              (Principal Accounting Officer)                     August 31, 1998
                David E. Rau
</TABLE>



                                      II-3
<PAGE>   21
<TABLE>
<CAPTION>
<S>                                                                  <C>                                     <C>
     /s/      D. KENT ANDERSON                                       Director                                August 31, 1998
--------------------------------------------
              D. Kent Anderson

     /s/      MICHAEL O. MAFFIE                                      Director                                August 31, 1998
--------------------------------------------
              Michael O. Maffie

     /s/      J. RUSSELL NELSON                                      Director                                August 31, 1998
--------------------------------------------
              J. Russell Nelson

     /s/       PETER A. NELSON                                       Director                                August 31, 1998
--------------------------------------------
               Peter A. Nelson

     /s/      MICHAEL E. ROSSI                                       Director                                August 31, 1998
--------------------------------------------
              Michael E. Rossi

     /s/     GLENN W. SCHAEFFER                                      Director                                August 31, 1998
--------------------------------------------
             Glenn W. Schaeffer

     /s/    C. ANTHONY WAINWRIGHT                                    Director                                August 31, 1998
--------------------------------------------
            C. Anthony Wainwright

     /s/         SAM YELLEN                                          Director                                August 31, 1998
--------------------------------------------
                 Sam Yellen
</TABLE>


                                      II-4
<PAGE>   22
                                  EXHIBIT INDEX



     EXHIBIT
       NO.                              DESCRIPTION

       4.1        Form of Senior Debt Indenture (including form of Senior
                  Debenture/Note/Global Security)

       4.2        Schedule of material details in which the form of Senior
                  Subordinated Debt Indenture (including the form of Senior
                  Subordinated Debenture/Note/Global Security) differs from the
                  form of Senior Debt Indenture (including the form of Senior
                  Debenture/Note/Global Security); and the form of Senior
                  Subordinated Debt Indenture (including form of Senior
                  Subordinated Debenture/Note/Global Security)

       4.3        Schedule as to material details in which the form of
                  Subordinated Debt Indenture (including the form of
                  Subordinated Debenture/Note/ Global Security) differs from the
                  form of Senior Subordinated Debt Indenture (including form of
                  Senior Subordinated Debenture/Note/ Global Security); and the
                  form of Subordinated Debt Indenture (including form of
                  Subordinated Debenture/Note/Global Security)

       4.4        Form of Warrant Agreement (including form of Warrant)

       4.5        Form of Certificate of Designations of Del Webb Corporation
                  Pursuant to Section 151 of the Delaware General Corporation
                  Law (the form of Certificate of Designations for the Preferred
                  Stock)

       4.6        Form of Depositary Agreement (including form of Depositary
                  Receipt)

       5          Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
                  the Securities to be issued

      10          Form of Directors and Officers Indemnification Agreement
                  (incorporated by reference to Registrant's Annual Report on
                  Form 10-K for its fiscal year ended June 30, 1997)

      12          Computation of Ratio of Earnings to Fixed Charges

      23.1        Consent of KPMG Peat Marwick LLP

      23.2        Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)

      24          Power of Attorney (set forth commencing on page II-3)

      25          Statement of Eligibility of Trustee