UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934. For the fiscal year July 1, 1999 to June 30, 2000.

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934. For the transition period from N/A to N/A .

     Commission File Number: 1-4785

                              DEL WEBB CORPORATION
             (Exact name of registrant as specified in its charter)


               Delaware                                 86-0077724
       (State of Incorporation)             (IRS Employer Identification Number)

6001 North 24th Street, Phoenix, Arizona                   85016
(Address of principal executive offices)                 (Zip Code)


                                 (602) 808-8000
                (Registrant's phone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange
            Title of each class                          on which registered
            -------------------                          -------------------
                                                        New York Stock Exchange
  Common Stock (par value $.001 per share)              Pacific Stock Exchange

9 3/4% Senior Subordinated Debentures due 2003          New York Stock Exchange
9   % Senior Subordinated Debentures due 2006           New York Stock Exchange
9 3/4% Senior Subordinated Debentures due 2008          New York Stock Exchange
9 3/8% Senior Subordinated Debentures due 2009          New York Stock Exchange
10 1/4% Senior Subordinated Debentures due 2010         New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes [X]  No [ ].

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Registrant's Common Stock outstanding at July 31, 2000 was 18,368,971 shares. At
that date,  the  aggregate  market value of  Registrant's  Common shares held by
non-affiliates, based upon the closing price of the Common Stock on the New York
Stock Exchange on that date, was approximately $280,100,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of  Registrant's  definitive  Proxy Statement for the Annual Meeting of
Shareholders to be held on November 2, 2000 are incorporated herein as set forth
in Part III of this Annual Report.
<PAGE>
                              DEL WEBB CORPORATION
                             FORM 10-K ANNUAL REPORT
                            FOR THE FISCAL YEAR ENDED
                                  JUNE 30, 2000

                                TABLE OF CONTENTS

                                     PART I

ITEMS 1.                                                                    PAGE
AND 2.
          Business and Properties

          The Company........................................................  1
          Communities........................................................  1
          Certain Factors Affecting the Company's Operations.................  5
          Forward Looking Information; Certain Cautionary Statements.........  6
          Executive Officers.................................................  7
          Employees..........................................................  8

ITEM 3.   Legal Proceedings..................................................  8

ITEM 4.   Submission of Matters to a Vote of Security Holders................  8

                             PART II

ITEM 5.   Market for the Registrant's Common Equity and
           Related Stockholder Matters ......................................  9

ITEM 6.   Selected Consolidated Financial Data............................... 10

ITEMS 7.
AND 7A.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations........................................ 11

ITEM 8.   Financial Statements and Supplementary Data........................ 21

ITEM 9.   Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure............................ 21

                            PART III

ITEM 10.  Directors and Executive Officers of the Registrant................. 22

ITEM 11.  Executive Compensation............................................. 22

ITEM 12.  Security and Ownership of Certain Beneficial Owners
           and Management.................................................... 22

ITEM 13.  Certain Relationships and Related Transactions..................... 22

                             PART IV

ITEM 14.  Exhibits, Financial Statement Schedules and
           Reports on Form 8-K............................................... 23
<PAGE>
                                     PART I

ITEMS 1. AND 2. BUSINESS AND PROPERTIES

THE COMPANY

The Company  develops  active  adult  communities  and family and  country  club
communities.   The  Company's  current   communities  are  located  in  Arizona,
California, Florida, Illinois, Nevada, South Carolina and Texas.

The Company is the nation's leading  developer of active adult  communities.  It
has extensive  experience in the active adult community  business,  having built
and sold  more than  70,000  homes at 13 Sun City  communities  over the past 40
years.  The  Company's  active  adult   communities   (primarily  its  Sun  City
communities)  are  generally   large-scale,   master  planned  communities  with
extensive  amenities for people age 55 and over. The Company  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.

The Company's family and country club communities are open to people of all ages
and are generally developed in metropolitan or market areas in which the Company
is developing active adult communities. For the fiscal year ended June 30, 2000,
family and country club  communities  generated  30.5  percent of the  Company's
homebuilding revenues.

The Company  currently expects that active adult communities will continue to be
its  primary  business.  Within its  communities,  the  Company  is usually  the
exclusive builder of homes.

The Company was  incorporated in 1946 in Arizona and  reincorporated  in 1994 in
Delaware.  The  principal  executive  offices  are at 6001  North  24th  Street,
Phoenix,   Arizona  85016,   telephone  (602)  808-8000.  The  Company  conducts
substantially all activities through  subsidiaries.  "Company" includes Del Webb
Corporation and its subsidiaries unless the context indicates otherwise.

Statements as to acreage,  mileage, number of home sites, square feet, employees
and shareholders are approximations.

COMMUNITIES

The following table shows, at June 30, 2000, certain information  concerning the
communities  at which the  Company has home sites on which it plans to build and
sell homes. Additional information on the communities follows the table.

<TABLE>
<CAPTION>
                                                                                      REMAINING HOME SITES(1)
                                                                 TOTAL      HOME     --------------------------
                                               FIRST            PLANNED   CLOSINGS                      UNDER
                                               HOME     TOTAL    HOME     THROUGH                       OPTION
                                              CLOSING   ACRES    SITES     6/30/00   TOTAL    OWNED    OR OTHER
                                              -------   -----    -----     -------   -----    -----    --------
<S>                                          <C>       <C>       <C>       <C>       <C>      <C>      <C>
Active adult communities:
 Sun City Grand                                 1997    3,859     9,636     3,887     5,749    5,749       --
 Sun Cities Las Vegas                           1995    4,246    12,115     3,085     9,030    9,030       --
 Sun City Palm Desert                           1992    1,645     4,643     2,670     1,973    1,973       --
 Sun City Lincoln Hills                         1999    3,036     6,411       703     5,708    2,638    3,070
 Sun City Hilton Head                           1995    5,600     8,268     1,945     6,323    3,818    2,505
 Sun City Texas                                 1996    5,636    10,500     1,989     8,511    7,729      782
 Sun City at Huntley                            1999    2,156     5,870       930     4,940    4,940       --
 Florida communities                            1996    1,988     3,667     1,202     2,465    1,882      583
 Other communities                              1998      420     1,329       692       637      637       --
                                                                 ------    ------    ------   ------    -----
      Total active adult communities                             62,439    17,103    45,336   38,396    6,940
                                                                 ------    ------    ------   ------    -----
Family and country club communities:
 Anthem Country Club Las Vegas                  1999    1,048     1,392       351     1,041    1,041       --
 Anthem Arizona Country Club                    1999      910     1,475       371     1,104    1,104       --
 Anthem Arizona family communities and other    1999    4,941     7,827       651     7,176    7,176       --
 Other Arizona family communities               1991      N/A     1,452       939       513      513       --
                                                                 ------    ------    ------   ------    -----
    Total family and country club communities                    12,146     2,312     9,834    9,834       --
                                                                 ------    ------    ------   ------    -----
    Total                                                        74,585    19,415    55,170   48,230    6,940
                                                                 ======    ======    ======   ======    =====
</TABLE>
----------
(1)  Material additional  regulatory  approvals are required to build on many of
     these home sites.

                                       1
<PAGE>
     ACTIVE ADULT COMMUNITIES

Sun City Grand is 25 miles northwest of downtown Phoenix.

The Sun Cities Las Vegas include Sun City  MacDonald  Ranch and Sun City Anthem.
Sun City MacDonald Ranch and Sun City Anthem are both in Henderson, Nevada, near
Las Vegas.  The Company began home closings at Sun City Anthem in December 1998.
Sun City Anthem is part of the Company's  5,000-acre  Anthem Las Vegas  project,
which also includes Anthem Country Club and a family community component.

Sun  City  Palm  Desert  is in  Palm  Desert,  California,  near  Palm  Springs,
California, and 130 miles east of downtown Los Angeles.

Sun City Lincoln Hills is in Lincoln, California (near Sacramento).  The Company
began home closings Sun City Lincoln Hills in July 1999.

Sun City Hilton Head is 13 miles inland from Hilton Head Island, South Carolina.

Sun City Texas is 30 miles north of downtown Austin, Texas.

Sun City at Huntley is in Huntley,  Illinois,  near  Chicago.  The Company began
home closings at Sun City at Huntley in April 1999.

The Florida  communities consist of the two Spruce Creek communities near Ocala,
Florida. In January 1998 the Company entered the active adult community business
in Florida by acquiring these two communities.

The other communities  represent two  smaller-scale,  age-qualified  communities
near Tucson, Arizona and in Cloverdale, California.

The Company believes that the demographic  attributes of its active adult market
segment of people age 55 and over present  significant  opportunities for future
active  adult  communities.  The  Company's  plan  is  to  capitalize  on  those
opportunities and its experience,  expertise and reputation by developing active
adult  communities in  strategically  selected  locations.  The current business
strategy  of the  Company  includes  conducting  extensive  market  research  on
prospective areas, including consumer surveys and supply and demand analyses, in
connection with its evaluation of sites for future active adult communities.  To
the extent the Company has had a successful  community  in an area,  the Company
generally strives to maintain a market presence in that area through development
of a successor community as build-out of the former community approaches.

     FAMILY AND COUNTRY CLUB COMMUNITIES

The Anthem Country Club Las Vegas community is part of the Company's  Anthem Las
Vegas  project.  The Company began home  closings at this  community in February
1999.

Anthem Arizona,  located on 5,851 acres near Phoenix,  includes country club and
family  communities.  The  Company has the primary  governmental  approvals  for
15,000 homes for Anthem Arizona but currently anticipates  construction of 9,302
homes (1,475 of which are currently  planned for the Anthem Arizona Country Club
community)  and 1,100  multi-family  units.  The total  number of home sites and
types of communities  developed may vary  significantly  depending on market and
other  conditions over the life of Anthem  Arizona,  which is expected to have a
long  build-out.  The Company began home closings at the family and country club
communities at Anthem Arizona in July and September 1999, respectively.

The Company  began its family  community  operations  (conducted  under the name
"Coventry Homes") in Arizona in 1991. At June 30, 2000 the Company had a backlog
of  home  sales  orders  at 16  family  communities  in  Arizona,  including  11
communities at Anthem Arizona.

                                       2
<PAGE>
The Company also conducted family community operations in California from fiscal
1995 to fiscal 1998.  It has  conducted  family  community  operations in Nevada
since fiscal 1994 and will complete those operations in fiscal 2001.

     LAND ACQUISITION

At any  given  time,  the  Company  may have a number of land  acquisitions  for
potential  communities  under study and in various  stages of  investigation  or
negotiation.  The Company is currently investigating the acquisition of land for
communities  to be located  both in areas of the  country  where the Company has
active adult  communities and in other areas,  including full four-season  areas
(i.e.,  areas  which  experience  cold  winters),  where  it does  not yet  have
extensive experience.

In making  significant land  acquisitions,  the Company  generally  endeavors to
acquire  options on the land to mitigate  risks and reduce  holding costs during
the  detailed  feasibility  and  entitlement  process.  However,  under  certain
circumstances,  the  Company  may  acquire  land  at an  earlier  stage  in  the
development process.

     PRODUCT DESIGN

The Company  designs homes to suit its market and  endeavors to include  popular
home design  characteristics in the particular geographic market involved.  Home
designs are periodically reviewed and refined or changed in response to customer
information  obtained  in  each  market.  Homes  at  the  Company's  communities
generally range in size from 1,000 square feet to 3,000 square feet. The Company
offers an extensive  program of interior  and  exterior  upgrades and options to
allow home buyers the opportunity to customize their homes.

     CONSTRUCTION

The Company generally functions as its own general contractor.  At all stages of
production,  the  Company's  management  personnel  and on-site  superintendents
coordinate the activities of independent contractors,  consultants and suppliers
and subject their work to quality and cost controls.  Consulting firms assist in
project planning and independent  contractors are employed to perform almost all
of the site development and construction work. The Company does not usually sell
lots to others for residential construction.  The time required for construction
of the  Company's  homes  depends  on the  weather,  time of year,  local  labor
situations,  availability  of  materials  and supplies  and other  factors.  The
Company  strives to coordinate the  construction of homes with home sales orders
to control the costs and risks  associated with completed but unsold  inventory.
An inventory of unsold homes is maintained for immediate sale to customers.

     SALES ACTIVITIES

At each of its large-scale, master-planned communities the Company establishes a
large and  well-appointed  sales pavilion and an extensive  complex of furnished
model homes.  These models include a wide variety of single family homes,  and a
limited  number of  attached  homes,  all of which are  generally  available  in
several exterior styles.

The  Company's  homes  are sold by its  commissioned  sales  personnel,  who are
available  to  provide   prospective   home  buyers  with  floor  plans,   price
information,  option  selections and tours of models and lots.  The  communities
also have  co-brokerage  programs with  independent  real estate brokers.  Sales
contracts may allow  customers to purchase  homes for delivery up to one year or
more in the future and  generally  require an initial  deposit and an additional
deposit prior to construction. At each community the Company provides warranties
standardized for the community, subject to specified limitations.

While  more  than one  factor  may  contribute  to a home  sale,  the  Company's
experience is that a  substantial  portion of the home sales at its active adult
communities  are  attributable in part to follow-ups on referrals from residents
of its communities and to the Company's "Vacation Getaway" program. This program
enables  prospective  purchasers  to visit a  community  and stay  (for a modest
charge) in vacation  homes for a few days to one week to experience the Sun City
lifestyle prior to deciding whether to purchase a home.

                                       3
<PAGE>
Most home buyers at the Company's  active adult  communities  generally  visit a
community on more than one occasion  before buying.  This may affect the success
of the sales effort at communities at which a higher proportion of the potential
customers do not live within a several-hour driving distance from the community.

The Company also markets its  communities  through  billboards,  television  and
radio commercials, print advertising, direct mailings and telemarketing.

     OTHER ACTIVITIES

As a part of its community  operations,  the Company may sell commercial land to
investors and developers,  custom lots to individuals, and developed residential
land to other builders.

The Company owns and operates golf courses at certain of its communities.

The  Company  offers  mortgage  financing  for  the  purchase  of  homes  at its
communities. The Company sells the mortgages it generates to third parties.

The  Company has  recently  established  a division  to utilize the  internet to
increase  operating  efficiencies.  The Company expects to increase its focus on
both business-to-business and business-to-customer opportunities on the internet
and may make some related investments in the near future.

     COMPETITION

All real estate operations are subject to substantial  competition.  The Company
competes with numerous national, regional and local homebuilders and developers,
some of which have greater financial resources than the Company.

With the exception of the Florida communities, the Company believes it maintains
a leading  position  within the  active  adult  community  market in each of the
metropolitan  areas in which it has an active adult community.  While the amount
of competition varies from community to community,  each of the Company's active
adult  communities  faces  direct and  increasing  competition  from  businesses
exclusively  or primarily  selling  homes to buyers age 55 or older,  as well as
from non-age-qualified,  master-planned  communities in these areas. The Company
competes with new home sales and resales at these other communities,  as well as
with resales of homes in its own communities. The Company believes there will be
significant additional future competition in active adult community development,
including   competition   from  national   homebuilders   and  family  community
developers.

The Company believes the major  competitive  factors affecting home purchases at
its  communities   include   location,   home  quality,   lifestyle   (including
recreational  facilities and other amenities),  price, value,  design,  mortgage
financing terms and builder/developer reputation.

                                       4
<PAGE>
CERTAIN FACTORS AFFECTING THE COMPANY'S OPERATIONS

CYCLICAL NATURE OF REAL ESTATE OPERATIONS.  All of the Company's communities are
subject to  fluctuations  in the real estate market,  both where the communities
are located and in areas where its potential  customers  reside,  as well as the
cyclical  nature of real estate  operations,  general  economic  conditions  and
changing demographics.

The Company's  communities  are long-term  projects.  Sales activity varies from
period to period,  and the ultimate success of any community cannot  necessarily
be judged by  results in any  particular  period or  periods.  A  community  may
generate  significantly  higher sales levels at  inception,  whether  because of
local pent-up  demand in the area or other  reasons,  than in later periods over
the life of the  community.  Revenues  and  earnings of the Company will also be
affected by periodic  fluctuations  in the mix of product and home  closings and
sales of commercial land and facilities.

LAND ACQUISITION AND DEVELOPMENT, GOVERNMENTAL REGULATION, GROWTH MANAGEMENT AND
ENVIRONMENTAL CONSIDERATIONS. The Company's business is dependent on identifying
suitable  tracts of land,  buying them at appropriate  prices and entitling them
for development.  This has become increasingly difficult because of the scarcity
and high  cost of  large  tracts  of  land.  Additionally,  the  Company's  land
acquisition and development efforts are subject to extensive federal,  state and
local   environmental   concerns  and  other  regulatory   requirements.   These
requirements include, with respect to development activities and land exchanges,
the broad  discretion that  governmental  agencies have in  administering  those
requirements,  and "no growth" or "managed growth" political  sentiments and the
resulting regulatory  implications,  which have been increasing in recent years.
All of these  requirements can prevent,  delay, make uneconomic or significantly
increase the cost of the Company's  developments.  For example, an initiative in
Arizona could, if passed, have a material adverse impact on the Company's future
growth opportunities,  and perhaps the operations of its existing communities in
the state.

In connection with the  development of the Company's  communities and other real
estate projects, particularly those located in California, numerous governmental
approvals and permits are  required.  No assurance can be given that the Company
will receive, or receive in a timely manner, any approvals or permits.  Lawsuits
challenging approvals or permits received could cause substantial  uncertainties
and  material  delays for the project or could  result in  approvals  or permits
being voided.

GEOGRAPHIC  CONCENTRATION.  The Company's operations consist of a limited number
of communities in seven states and are  particularly  concentrated,  in terms of
both  invested  capital  and  profitability,   in  the  Phoenix  and  Las  Vegas
metropolitan areas and in California. The Company's geographic concentration and
limited  number of  projects  may create  increased  vulnerability  to  regional
economic downturns or other adverse region-specific matters.

A significant  number of purchasers at the Company's active adult communities in
Arizona,  Nevada and southern  California  are from southern  California.  These
communities  have been and may in the future be  affected by  conditions  in the
southern  California  real estate  market and the  southern  California  economy
generally.

FINANCING AND LEVERAGE.  The Company's degree of leverage from time to time will
affect its  interest  incurred  and  capital  resources,  which  could limit its
ability to capitalize on business  opportunities  or withstand  adverse changes.
The availability and cost of debt financing depends on governmental policies and
other factors beyond the Company's control.  No assurance can be given as to the
terms, availability or cost of any future financing the Company may need.

INTEREST RATES. The Company's real estate  operations depend on the availability
and cost of mortgage  financing.  An increase in interest rates may make it more
difficult for the Company's  potential  customers to sell their existing home in
order to move to one of the Company's  communities,  or to finance the purchases
of their new home.

                                       5
<PAGE>
CONSTRUCTION  LABOR  AND  MATERIALS  COST.  The  Company  has from  time to time
experienced  shortages  of  materials  or  qualified  tradespeople  and volatile
increases in certain  costs,  particularly  increases in the price of lumber and
framing,  which are significant  components of home construction costs. This has
caused longer than normal construction  periods and cost increases that were not
reflected in the prices of homes.  Generally,  the Company's home sale contracts
do not  contain,  or contain  limited,  provisions  for price  increases  if the
Company's costs of construction increase.

The  Company  relies  heavily  on  local  contractors,  who may be  inadequately
capitalized  or  understaffed.  The  inability  or  failure of one or more local
contractors  to perform may cause  construction  delays,  increase costs and the
loss of some home sale  contracts.  Some of the Company's  contractors use union
employees. Union activities may disrupt the Company's operations.

FUTURE COMMUNITIES AND NEW GEOGRAPHIC MARKETS. The Company's communities will be
built out over time. The medium- and long-term future of the Company will depend
on the Company's ability to successfully  develop and market future communities.
Before  large   communities   generate  any  revenues,   they  require  material
expenditures for, among other things,  acquiring large tracts of land, obtaining
development  approvals,  developing  land  and  lots  and  constructing  project
infrastructure (such as roads and utilities),  recreation centers, golf courses,
model homes and sales  facilities.  It generally takes several years or more for
the Company to recover these material expenditures.

The Company  incurs  additional  risks to the extent it develops  communities in
climates  or  geographic  areas in which it does not have  significant  (or any)
experience  or  develops  different  size or style of  communities.  These risks
include acquiring the necessary  construction  materials and labor in sufficient
amounts and on acceptable terms, adapting the Company's construction methods and
home styles to different  geographies,  climates  and  potential  customers  and
reaching  acceptable sales levels at those communities.  The extent of referrals
or resident sales at new communities may be less than the Company has enjoyed at
the  communities  where it currently  sells homes,  and there will be challenges
attracting  potential  customers from areas and to a market in which the Company
has not had experience.

LEGAL MATTERS.  The Company is a party to various legal  proceedings  arising in
the ordinary course of business, including claims for construction defects. Some
of these claims will not be fully covered by insurance.

NATURAL RISKS.  Some of the Company's  communities  are subject to natural risks
including  earthquakes,   floods,  tornadoes,  hurricanes,  severe  winters  and
significant rainfall.  Some of these conditions have had a significant impact on
the Company's operations in the past. Any natural disaster could have a material
adverse impact on the Company's results of operations.

FORWARD LOOKING INFORMATION; CERTAIN CAUTIONARY STATEMENTS

Certain  statements  in this Annual Report that are not  historical  results are
forward looking. These statements involve risks and uncertainties  including but
not limited to those  referred to above.  Forward  looking  statements are based
upon  assumptions  of future  events,  which may not occur.  Actual results will
differ from those projected or implied, and the variances may be material.

                                       6
<PAGE>
EXECUTIVE OFFICERS

Set forth below are the executive officers at July 31, 2000.

<TABLE>
<CAPTION>
                                                                                       YEARS
                                                                       YEARS AS AN    EMPLOYED
                                                                        EXECUTIVE     BY THE
    NAME              AGE         POSITION                               OFFICER      COMPANY
    ----              ---         --------                               -------      -------
<S>                   <C>    <C>                                           <C>          <C>
L. C. Hanneman, Jr.   53     Chief Executive Officer                       11           28

J. H. Gleason         58     Executive Vice President,                     10           12
                              Project Planning and Development

J. A. Spencer         51     Executive Vice President and                  15           21
                              Chief Financial Officer

R. C. Jones           55     Senior Vice President and                      8            8
                              General Counsel

A. L. Mariucci        43     Senior Vice President,                        14           16
                              Family and Country Club Communities

F. D. Pankratz        50     Senior Vice President and                     12           13
                              General Manager - Sun Cities Las Vegas

C. T. Roach           53     Senior Vice President and                     11           21
                              General Manager - Sun Cities Phoenix

D. G. Schreiner       47     Senior Vice President and                      7            9
                              General Manager - Sun City at Huntley

D. V. Mickus          54     Vice President, Treasurer and Secretary       14           17

D. E. Rau             43     Vice President and Controller                 14           15
</TABLE>

Mr.  Hanneman has served as Chief  Executive  Officer  since  December  1999. He
served as President and Chief Operating  Officer from May 1998 to December 1999,
and as Executive Vice President,  overseeing active adult community  operations,
from May 1996 to May 1998,  and as Senior Vice  President from 1994 to May 1996.
From 1987 to May 1996 he served as General Manager of the Sun Cities Las Vegas.

Mr.  Gleason  has served as  Executive  Vice  President,  Project  Planning  and
Development  since February 1999. From 1994 to February 1999 he served as Senior
Vice President, Project Planning and Development.

Mr.  Spencer has served as Chief  Financial  Officer since 1993.  Since February
1999 he has served as Executive  Vice  President.  From 1991 to February 1999 he
served as Senior Vice President.

Mr.  Jones has served as Senior Vice  President  and General  Counsel  since May
1998. He served as Vice President and General Counsel from 1992 to May 1998.

Ms. Mariucci has served as Senior Vice President since May 1996. She served as a
Vice  President  from  June  1986 to May 1996.  She has had  responsibility  for
overseeing the Company's family and country club communities since January 1998.
She served as General Manager of Terravita from 1992 to January 1998 and General
Manager of Anthem Arizona from July 1996 to January 1998.

Mr.  Pankratz  has  served as Senior  Vice  President  since 1988 and as General
Manager of the Sun Cities Las Vegas since 1996. He served as General  Manager of
Sun City Palm Desert from 1990 to May 1996.  Since February 1999 he has also had
supervisory  responsibilities  for Sun  City  Palm  Desert  and  the Sun  Cities
Northern California.

                                       7
<PAGE>
Mr. Roach has served as Senior Vice President  since 1994 and as General Manager
of the Sun  Cities  Phoenix  since  1987.  Since  February  1999 he has also had
supervisory responsibilities for Sun City Texas.

Mr. Schreiner has served as Senior Vice President since February 1999. He served
as Vice  President  from 1992 to  February  1999.  Mr.  Schreiner  has served as
General Manager of Sun City at Huntley since August 1997. Since February 1999 he
has also had  supervisory  responsibilities  for Sun  City  Hilton  Head and the
Florida communities. He served as Vice President,  Marketing from 1992 to August
1997.

Mr.  Mickus  has  served  as Vice  President  and  Treasurer  since  1985 and as
Secretary since 1991.

Mr. Rau has served as Vice President and Controller since 1991.

EMPLOYEES

At June 30, 2000 the Company had 4,700 employees.  The Company  currently has no
unionized  employees.  The Company  believes  that its  employee  relations  are
generally satisfactory.

ITEM 3. LEGAL PROCEEDINGS

The  Company is a party to various  legal  proceedings  arising in the  ordinary
course of business. While it is not feasible to predict the ultimate disposition
of these  matters,  in the opinion of  management  their outcome will not have a
material adverse effect on the financial condition of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                       8
<PAGE>
                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

The Company's  common stock is listed on the New York Stock Exchange and Pacific
Stock Exchange under the trading  symbol (WBB).  The following  table sets forth
the high and low sales  prices  of the  Company's  common  stock on the New York
Stock Exchange for the two fiscal years ended June 30, 2000.

                                            SALES PRICE
                           -------------------------------------------
                            FISCAL YEAR 2000         FISCAL YEAR 1999
                           ------------------        -----------------
QUARTER ENDED              HIGH         LOW          HIGH        LOW
-------------              ----         ---          ----        ---
September 30              23 3/4       20 5/8       28 3/16     19 5/8
December 31               24 15/16     20 3/16      29 1/2      17 1/16
March 31                  24 13/16     12           29          19 9/16
June 30                   16           13 3/8       25 15/16    19 15/16

As of July 31,  2000 there were 2,595  shareholders  of record of the  Company's
common stock.

The Company  paid  regular  quarterly  dividends  of $.05 per share in the three
fiscal years ended June 30,1998 and for the quarter  ended  September  30, 1998.
The  Company  does not  currently  pay  dividends.  The amount and timing of any
future dividends is subject to the discretion of the Board of Directors.

A loan  agreement  and various  indentures  contain  covenants  restricting  the
Company's  ability  to pay  dividends  and  acquire  its  stock.  Under the most
restrictive of these covenants, at June 30, 2000, $76.0 million of the Company's
retained earnings was available for payment of cash dividends and acquisition of
stock.

                                       9
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
        (NOT COVERED BY REPORT OF INDEPENDENT AUDITORS)

The following  should be read in  conjunction  with the  Consolidated  Financial
Statements  and Notes  thereto  and  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                        DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA
                                                                    YEAR ENDED JUNE 30,
                                             -------------------------------------------------------------------
                                                2000          1999          1998         1997 (1)      1996 (2)
                                             -----------   -----------   -----------   -----------   -----------
<S>                                         <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues:
   Home sales - active adult communities     $ 1,343,130   $ 1,084,463   $   830,728   $   786,746   $   669,055
   Home sales - family and country club
    communities                                  590,141       302,658       287,656       357,343       342,774
   Land and facility sales and other             106,732        79,060        59,383        42,173        38,904
                                             -----------   -----------   -----------   -----------   -----------
   Total revenues                            $ 2,040,003   $ 1,466,181   $ 1,177,767   $ 1,186,262   $ 1,050,733
                                             ===========   ===========   ===========   ===========   ===========
Net earnings (loss):
   Before extraordinary item                 $    74,165   $    58,090   $    42,533   $    39,686   $    (7,751)
   Total                                          74,165        58,090        42,533        38,401        (7,751)
                                             ===========   ===========   ===========   ===========   ===========
Net earnings (loss) per share - basic:
   Before extraordinary item                 $      4.06   $      3.20   $      2.39   $      2.26   $      (.44)
   Total                                            4.06          3.20          2.39          2.18          (.44)
                                             ===========   ===========   ===========   ===========   ===========
Net earnings (loss) per share
  - assuming dilution:
   Before extraordinary item                 $      4.00   $      3.11   $      2.30   $      2.22   $      (.44)
   Total                                            4.00          3.11          2.30          2.15          (.44)
                                             ===========   ===========   ===========   ===========   ===========
Cash dividends per share                     $        --   $       .05   $       .20   $       .20   $       .20
                                             ===========   ===========   ===========   ===========   ===========
</TABLE>

----------
(1)  Earnings for fiscal 1997 include a $1.3 million extraordinary loss from the
     early extinguishment of debt.
(2)  In fiscal 1996, in  connection  with the adoption of Statement of Financial
     Accounting Standards ("SFAS") No. 121, the Company incurred a non-cash loss
     from  impairment of southern  California  real estate  inventories of $65.0
     million  pre-tax  ($42.3 million after tax) related to the valuation of Sun
     City Palm Desert.  Exclusive of that item,  the  Company's net earnings for
     fiscal 1996 were $34.5 million  ($2.01 per share - basic or $1.96 per share
     - assuming dilution).

<TABLE>
<CAPTION>
                                                                          DOLLARS IN THOUSANDS
                                                                                AT JUNE 30,
                                               --------------------------------------------------------------------------
                                                  2000            1999            1998            1997            1996
                                               ----------      ----------      ----------      ----------      ----------
<S>                                           <C>             <C>             <C>             <C>             <C>
BALANCE SHEET INFORMATION:
Total assets                                   $1,980,757      $1,866,797      $1,310,462      $1,086,662      $1,024,795
                                               ==========      ==========      ==========      ==========      ==========
Notes payable and senior debt                     321,631         359,056         167,608         222,881         320,063
Subordinated debt                                 683,793         681,557         536,330         340,187         194,614
                                               ----------      ----------      ----------      ----------      ----------
Total notes payable, senior and subordinated
 debt ("Debt")                                  1,005,424       1,040,613         703,938         563,068         514,677
                                               ==========      ==========      ==========      ==========      ==========
Shareholders' equity                           $  482,386      $  404,794      $  345,767      $  299,830      $  264,776
                                               ==========      ==========      ==========      ==========      ==========
Total Debt divided by the sum of Debt and
 shareholders' equity                                67.6%           72.0%           67.1%           65.3%           66.0%
                                               ==========      ==========      ==========      ==========      ==========
</TABLE>

                                       10
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

The  following  should be read in  conjunction  with the  Selected  Consolidated
Financial Data and the Consolidated Financial Statements and Notes thereto.

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA

<TABLE>
<CAPTION>
                                                           YEAR ENDED             CHANGE             CHANGE
                                                            JUNE 30,           2000 VS 1999       1999 VS 1998
                                                    ----------------------   ----------------   ----------------
                                                    2000     1999     1998   AMOUNT   PERCENT   AMOUNT   PERCENT
                                                    ----     ----     ----   ------   -------   ------   -------
<S>                                               <C>      <C>      <C>      <C>      <C>         <C>     <C>
OPERATING DATA:
 Number of net new orders:
  Active adult communities:
   Sun Cities Phoenix                              1,222    1,324    1,245    (102)    (7.7%)      79      6.3%
   Sun Cities Las Vegas                            1,229    1,271    1,179     (42)    (3.3%)      92      7.8%
   Sun City Palm Desert                              462      501      443     (39)    (7.8%)      58     13.1%
   Sun Cities Northern California                    759      757      739       2      0.3%       18      2.4%
   Sun City Hilton Head                              364      425      396     (61)   (14.4%)      29      7.3%
   Sun City Texas                                    368      349      437      19      5.4%      (88)   (20.1%)
   Sun City at Huntley                               375      700      N/A    (325)   (46.4%)     700      N/A
   Florida communities                               352      318      240      34     10.7%       78     32.5%
   Other communities                                 346      310      169      36     11.6%      141     83.4%
                                                   -----    -----    -----    ----     ----     -----    -----
       Total active adult communities              5,477    5,955    4,848    (478)    (8.0%)   1,107     22.8%
                                                   -----    -----    -----    ----     ----     -----    -----
  Family and country club communities:
   Arizona country club communities                  361      244      N/A     117     48.0%      244      N/A
   Nevada country club community                     296      218      N/A      78     35.8%      218      N/A
   Arizona family communities                      1,127    1,216    1,116     (89)    (7.3%)     100      9.0%
   Nevada family communities                         285      505      319    (220)   (43.6%)     186     58.3%
                                                   -----    -----    -----    ----     ----     -----    -----
       Total family and country club communities   2,069    2,183    1,435    (114)    (5.2%)     748     52.1%
                                                   -----    -----    -----    ----     ----     -----    -----
          Total                                    7,546    8,138    6,283    (592)    (7.3%)   1,855     29.5%
                                                   =====    =====    =====    ====     ====     =====    =====
</TABLE>

Included in net new orders for fiscal 2000 are models and vacation getaway homes
sold with  long-term  leasebacks.  The Sun Cities  Phoenix  had 162 such net new
orders,  the Sun Cities Las Vegas had 33 and the Nevada  country club  community
had 13.

                                       11
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                            YEAR ENDED             CHANGE             CHANGE
                                                             JUNE 30,           2000 VS 1999       1999 VS 1998
                                                     ----------------------   ----------------   ----------------
                                                     2000     1999     1998   AMOUNT   PERCENT   AMOUNT   PERCENT
                                                     ----     ----     ----   ------   -------   ------   -------
<S>                                                <C>      <C>      <C>      <C>      <C>         <C>     <C>
Number of home closings:
 Active adult communities:
   Sun Cities Phoenix                               1,395    1,259     1,268     136     10.8%      (9)     (0.7%)
   Sun Cities Las Vegas                             1,231    1,274     1,164     (43)    (3.4%)    110       9.5%
   Sun City Palm Desert                               500      482       304      18      3.7%     178      58.6%
   Sun Cities Northern California                     771      731       637      40      5.5%      94      14.8%
   Sun City Hilton Head                               420      400       386      20      5.0%      14       3.6%
   Sun City Texas                                     308      382       448     (74)   (19.4%)    (66)   (14.7%)
   Sun City at Huntley                                735      195       N/A     540    276.9%     195        N/A
   Florida communities                                276      460       170    (184)   (40.0%)    290     170.6%
   Other communities                                  381      244        67     137     56.1%     177     264.2%
                                                    -----    -----     -----   -----     ----      ---    ------
       Total active adult communities               6,017    5,427     4,444     590     10.9%     983      22.1%
                                                    -----    -----     -----   -----     ----      ---    ------
 Family and country club communities:
   Arizona country club communities                   371      N/A       120     371      N/A     (120)   (100.0%)
   Nevada country club community                      268       83       N/A     185    222.9%      83        N/A
   Arizona family communities                       1,344      974       998     370     38.0%     (24)     (2.4%)
   Nevada family communities                          419      340       326      79     23.2%      14       4.3%
   California family communities                      N/A      N/A        20     N/A      N/A      (20)   (100.0%)
                                                    -----    -----     -----   -----     ----      ---    ------
       Total family and country club communities    2,402    1,397     1,464   1,005     71.9%     (67)     (4.6%)
                                                    -----    -----     -----   -----     ----      ---    ------
          Total                                     8,419    6,824     5,908   1,595     23.4%     916      15.5%
                                                    =====    =====     =====   =====     ====      ===    ======
</TABLE>

Included in home closings for fiscal 2000 are models and vacation  getaway homes
sold with  long-term  leasebacks.  Profits on the  closings  of these  units are
deferred and  amortized as  reductions  of selling,  general and  administrative
expenses over the leaseback  periods.  The Sun Cities  Phoenix had 162 such home
closings,  the Sun Cities Las Vegas had 33 and the Nevada country club community
had 13.

                                       12
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                           YEAR ENDED              CHANGE               CHANGE
                                                            JUNE 30,            2000 VS 1999         1999 VS 1998
                                                    ----------------------    ----------------     ----------------
                                                    2000     1999     1998    AMOUNT   PERCENT     AMOUNT   PERCENT
                                                    ----     ----     ----    ------   -------     ------   -------
<S>                                               <C>      <C>      <C>       <C>      <C>           <C>     <C>
BACKLOG DATA:
 Homes under contract at June 30:
  Active adult communities:
   Sun Cities Phoenix                                561      734      669    (173)    (23.6%)       65       9.7%
   Sun Cities Las Vegas                              543      545      548      (2)     (0.4%)       (3)     (0.5%)
   Sun City Palm Desert                              246      284      265     (38)    (13.4%)       19       7.2%
   Sun Cities Northern California                    396      408      382     (12)     (2.9%)       26       6.8%
   Sun City Hilton Head                              138      194      169     (56)    (28.9%)       25      14.8%
   Sun City Texas                                    218      158      191      60      38.0%       (33)    (17.3%)
   Sun City at Huntley                               145      505      N/A    (360)    (71.3%)      505       N/A
   Florida communities                               209      133      275      76      57.1%      (142)    (51.6%)
   Other communities                                 133      168      102     (35)    (20.8%)       66      64.7%
                                                  ------   ------   ------   -----    ------    -------    ------
       Total active adult communities              2,589    3,129    2,601    (540)    (17.3%)      528      20.3%
                                                  ------   ------   ------   -----    ------    -------    ------
  Family and country club communities:
   Arizona country club communities                  234      244      N/A     (10)     (4.1%)      244       N/A
   Nevada country club community                     163      135      N/A      28      20.7%       135       N/A
   Arizona family communities                        510      727      485    (217)    (29.8%)      242      49.9%
   Nevada family communities                         115      249       84    (134)    (53.8%)      165     196.4%
                                                  ------   ------   ------   -----    ------    -------    ------
       Total family and country club communities   1,022    1,355      569    (333)    (24.6%)      786     138.1%
                                                  ------   ------   ------   -----    ------    -------    ------
          Total                                    3,611    4,484    3,170    (873)    (19.5%)    1,314      41.5%
                                                  ======   ======   ======   =====    ======    =======    ======
Aggregate contract sales amount
 (dollars in millions)                            $  952   $1,038   $  642   $ (86)     (8.3%)  $   396      61.7%
                                                  ======   ======   ======   =====    ======    =======    ======
Average contract sales amount per
 home (dollars in thousands)                      $  264   $  231   $  203   $  33      14.3%   $    28      13.8%
                                                  ======   ======   ======   =====    ======    =======    ======
</TABLE>
                                       13
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                           YEAR ENDED                   CHANGE              CHANGE
                                                            JUNE 30,                 2000 VS 1999        1999 VS 1998
                                                   --------------------------      ----------------    ---------------
                                                   2000       1999       1998      AMOUNT   PERCENT    AMOUNT  PERCENT
                                                   ----       ----       ----      ------   -------    ------  -------
<S>                                              <C>        <C>         <C>       <C>         <C>     <C>       <C>
AVERAGE REVENUE PER HOME CLOSING:
 Active adult communities:
 Sun Cities Phoenix                              $181,600   $178,300    157,400   $  3,300    1.9%    $20,900   13.3%
 Sun Cities Las Vegas                             230,300    208,700    202,400     21,600   10.3%      6,300    3.1%
 Sun City Palm Desert                             277,900    243,800    234,000     34,100   14.0%      9,800    4.2%
 Sun Cities Northern California                   281,700    239,800    219,200     41,900   17.5%     20,600    9.4%
 Sun City Hilton Head                             210,800    189,100    173,100     21,700   11.5%     16,000    9.2%
 Sun City Texas                                   233,700    218,300    201,000     15,400    7.1%     17,300    8.6%
 Sun City at Huntley                              235,500    236,700        N/A     (1,200)  (0.5%)       N/A    N/A
 Florida communities                              139,800    115,900     97,900     23,900   20.6%     18,000   18.4%
 Other communities                                204,700    175,300    168,000     29,400   16.8%      7,300    4.3%
   Average active adult communities               223,200    199,800    186,900     23,400   11.7%     12,900    6.9%
Family and country club communities:
 Arizona country club communities                 288,500        N/A    310,200        N/A    N/A         N/A    N/A
 Nevada country club community                    438,600    379,000        N/A     59,600   15.7%        N/A    N/A
 Arizona family communities                       215,100    211,100    191,000      4,000    1.9%     20,100   10.5%
 Nevada family community                          182,400    193,000    172,100    (10,600)  (5.5%)    20,900   12.1%
 California family communities                        N/A        N/A    186,600        N/A    N/A         N/A    N/A
   Average family and country club communities    245,700    216,600    196,500     29,100   13.4%     20,100   10.2%
       Total average                             $229,600   $203,300   $189,300   $ 26,300   12.9%    $14,000    7.4%
                                                 ========   ========   ========   ========   ====     =======   ====
</TABLE>

Average revenue per home closing for the models and vacation  getaway homes with
long-term  leasebacks  for fiscal 2000 was  $100,300 at the Sun Cities  Phoenix,
$266,500  at the Sun Cities Las Vegas and  $492,100 at the Nevada  country  club
community.

<TABLE>
<CAPTION>
                                                           YEAR ENDED            CHANGE              CHANGE
                                                            JUNE 30,           2000 VS 1999       1999 VS 1998
                                                    ----------------------   ----------------   ----------------
                                                    2000     1999     1998   AMOUNT   PERCENT   AMOUNT   PERCENT
                                                    ----     ----     ----   ------   -------   ------   -------
<S>                                                <C>      <C>      <C>      <C>      <C>      <C>      <C>
OPERATING STATISTICS:
 Costs and expenses as a percentage of revenues:
  Home construction, land and other                 77.2%    75.9%    76.3%    1.3%     1.7%      (0.4%)  (0.5%)
  Selling, general and administrative               13.2%    13.9%    14.1%   (0.7%)   (5.0%)     (0.2%)  (1.4%)
  Interest                                           4.2%     4.0%     3.9%    0.2%     5.0%       0.1%    2.6%
  Ratio of home closings to homes under
   contract in backlog at beginning of period      187.8%   215.3%   228.1%  (27.5%)  (12.8%)    (12.8%)  (5.6%)
                                                   =====    =====    =====   =====    =====      =====    ====
</TABLE>
                                       14
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (CONTINUED)

NOTES:

New orders are net of cancellations. The Company recognizes revenue at the close
of escrow.

The Sun Cities Phoenix  include Sun City West,  which is built out, and Sun City
Grand.

The Sun Cities Las Vegas include Sun City  Summerlin  (which is built out),  Sun
City  MacDonald  Ranch and Sun City  Anthem.  The Company  began taking new home
sales orders at Sun City Anthem in July 1998.  Home  closings  began at Sun City
Anthem in December 1998.

The Sun Cities Northern  California  include Sun City Roseville  (which is built
out) and Sun City Lincoln Hills.  The Company began taking new home sales orders
at Sun City Lincoln  Hills in February  1999.  Home  closings  began at Sun City
Lincoln Hills in July 1999.

The  Company  began  taking  new home  sales  orders at Sun City at  Huntley  in
September 1998. Home closings began at Sun City at Huntley in April 1999.

In  January  1998 the  Company  acquired  certain  assets  and  assumed  certain
liabilities at two operating active adult communities in central Florida.

Other  active adult  communities  represent  two  smaller-scale  communities  in
Arizona and California at which new order activity began in October and November
1997,  respectively.  Home closings began at these  communities in March and May
1998, respectively.

Arizona  country club  communities  include  Terravita  (which is built out) and
Anthem Arizona  Country Club. The Company  completed new order activity and home
closings at Terravita in fiscal  1998.  The Company  began taking new home sales
orders at Anthem Arizona  Country Club in February 1999.  Home closings began at
Anthem Arizona Country Club in September 1999.

The Company began taking new home sales orders at Anthem  Country Club (a Nevada
country club  community  near Las Vegas) in July 1998.  Home  closings  began at
Anthem Country Club Las Vegas in February 1999.

The Company completed new order activity for its California  family  communities
in June 1997. Home closings for these communities were completed in August 1997.

A substantial majority of the backlog at June 30, 2000 is currently  anticipated
to result in revenues in the next 12 months.  However, a majority of the backlog
is contingent primarily upon the availability of financing for the customer and,
in  certain  cases,  sale  of the  customer's  existing  residence.  Also,  as a
practical matter, the Company's ability to obtain damages for breach of contract
by a  potential  home  buyer is  limited  to  retaining  all or a portion of the
deposit  received.  In each of the years in the three-year period ended June 30,
2000,  cancellations  of home  sales  orders as a  percentage  of new home sales
orders written during the year approximated 14 percent.

                                       15
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS

REVENUES.  Total  revenues  increased to $2.04 billion for the fiscal year ended
June 30, 2000 from $1.47 billion for the fiscal year ended June 30, 1999.

Total active adult community  homebuilding  revenues  increased to $1.34 billion
for fiscal 2000 from $1.08  billion for fiscal  1999.  The Company  believes the
principal reasons were:

     *    Increased home closings at the Company's Sun City at Huntley community
          near  Chicago,  which had home  closings  in only the last  quarter of
          fiscal 1999, contributed $128 million.

     *    An increase in the average  revenue per home closing  contributed  $89
          million.

     *    Increased home closings at the Sun Cities Northern  California,  which
          had not yet begun home  closings at Sun City  Lincoln  Hills in fiscal
          1999, contributed $40 million.

     *    $25 million was  attributable  to  revenues  from models and  vacation
          getaway homes sold with long-term leasebacks.

Total family and country club community  homebuilding revenues increased to $590
million for fiscal 2000 from $303 million for fiscal 1999. The Company  believes
the principal reasons were:

     *    The  Company's  Arizona  country club  communities,  which had not yet
          begun home closings at Anthem Arizona in fiscal 1999, contributed $107
          million.

     *    Increased   home  closings  at  the  Company's   Nevada  country  club
          community,  which had home  closings at Anthem Las Vegas for only part
          of fiscal 1999, contributed $70 million.

     *    An increase in the average  revenue per home closing  contributed  $39
          million.

     *    Increased home closings at the Company's  Arizona family  communities,
          which had not yet begun  home  closings  at Anthem  Arizona  in fiscal
          1999, contributed $56 million.

Land and facility  sales and other  revenues  increased  $28 million from fiscal
1999 to fiscal 2000.  This increase was partially  attributable to land sales in
the Company's Nevada family communities resulting from the Company's decision to
cease family community operations in that state.

Total revenues increased to $1.47 billion for fiscal 1999 from $1.18 billion for
the fiscal year ended June 30, 1998.

Active adult  community  homebuilding  revenues  increased to $1.08  billion for
fiscal 1999 from $831 million for fiscal  1998.  The  Company's  Sun City Anthem
community near Las Vegas,  Sun City at Huntley  community near Chicago,  Florida
communities and smaller-scale active adult communities in Arizona and California
(which  collectively  had only 237 home  closings in fiscal 1998)  accounted for
$155 million of the increase in active adult community homebuilding revenues. An
increase in the average revenue per home closing  resulted in $74 million of the
increase. Sun City Palm Desert and Sun City Roseville, which respectively closed
178 and 94 more  homes in fiscal  1999 than in fiscal  1998,  accounted  for $62
million.  Management believes that these increases were largely  attributable to
improvement  in  California's  real estate  economy  and its economy  generally.
Partially offsetting these increases were $40 million of decreased revenues from
lower home closings at the then nearly complete Sun City Summerlin in Las Vegas.

                                       16
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

Family and  country  club  community  homebuilding  revenues  increased  to $303
million for fiscal 1999 from $288 million for fiscal 1998. The Company's  Anthem
communities near Las Vegas and Coventry Bellasera  community near Phoenix (which
collectively  had only 39 home  closings  in fiscal  1998)  accounted  for a $49
million  increase.  An increase in the average revenue per home closing resulted
in $15 million of the increase.  Partially  offsetting  these increases were $52
million of decreased  revenues  from  decreased  home  closings at the completed
Terravita,  Coventry Tucson and Coventry Southern California communities,  which
collectively had only 140 home closings in fiscal 1999.

Land and facility sales and other  revenues  increased to $79 million for fiscal
1999 from $59 million for fiscal 1998. The increase was largely  attributable to
the sale of all of the Company's unsold family community lots in the Tucson area
and a gain on an equipment sale in fiscal 1999.

HOME CONSTRUCTION, LAND AND OTHER COSTS. The increase in home construction, land
and other costs to $1.58  billion for fiscal 2000 from $1.11  billion for fiscal
1999 was  largely due to the  increase  in home  closings.  As a  percentage  of
revenues,  these  costs  increased  to 77.2  percent  for fiscal  2000 from 75.9
percent  for fiscal  1999.  Large,  low-margin  land sales in fiscal 2000 at the
Company's Nevada family community operations contributed to the increase, as did
a high-margin gain on an equipment sale in fiscal 1999.

This total cost  increase as a percentage  of revenues was also due to a decline
in  homebuilding  gross margin from 24.2 percent for fiscal 1999 to 22.8 percent
for fiscal 2000. Of this 1.4 percent  decline,  0.4 percent was  attributable to
deferral of profit in fiscal  2000 on the sale and  long-term  leaseback  of 208
model and  vacation  getaway  homes at three  communities.  The  balance  of the
decline was largely  attributable to changes in the mix of home closings between
the Company's various communities,  the dilutive effect of lower initial pricing
at some newer  communities and increased common cost amortization at a number of
active adult communities.

The  increase in home  construction,  land and other costs to $1.11  billion for
fiscal 1999 from $899 million for fiscal 1998 was largely due to the increase in
home  closings.  As a  percentage  of  revenues,  these costs  decreased to 75.9
percent for fiscal 1999 from 76.3  percent for fiscal 1998.  Homebuilding  gross
margin  improved to 24.2  percent  for fiscal 1999 from 23.0  percent for fiscal
1998,  primarily as a result of increased  revenue per home closing at virtually
all communities.

On a  period-to-period  basis,  home  construction,  land and  other  costs as a
percentage of revenues will vary due to, among other things,  changes in product
mix,  differences  between  individual  communities,   lot  premiums,   optional
upgrades, price increases and changes in construction costs.

SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  As a  percentage  of revenues,
selling,  general and  administrative  expenses  decreased  to 13.2  percent for
fiscal 2000 from 13.9 percent for fiscal 1999. This decrease resulted  primarily
from spreading  corporate  overhead over  significantly  greater revenues and in
part to continuing efforts to materially reduce these expenses.

As a  percentage  of  revenues,  selling,  general and  administrative  expenses
decreased  to 13.9  percent for fiscal 1999 from 14.1  percent for fiscal  1998.
This decrease  resulted from  spreading  corporate  overhead over  significantly
greater revenues.

INTEREST.  As a percentage of revenues,  amortization  of  capitalized  interest
increased to 4.2 percent for fiscal 2000 from 4.0 percent for fiscal 1999.  This
was primarily due to increased debt levels in the past few years  resulting from
the significant  development  expenditures at newer  communities (see "Liquidity
and Financial Condition of the Company").

As a  percentage  of  revenues,  amortization  of  capitalized  interest was 4.0
percent for fiscal  1999  compared  to 3.9  percent  for fiscal  1998.  This was
primarily due to an increase in debt levels.

                                       17
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

INCOME  TAXES.  The increase in income taxes to $35 million for fiscal 2000 from
$33 million for fiscal 1999 was due to the  increase in earnings  before  income
taxes, partially offset by a reduction in the effective tax rate to 32.4 percent
from 36.0 percent.  The lower  effective tax rate in fiscal 2000 was due to a $4
million  ($0.22 per diluted  share)  reduction  in income tax  liabilities  as a
result of the favorable  resolution of certain tax issues in the fourth  quarter
of fiscal 2000.

The increase in income taxes to $33 million for fiscal 1999 from $24 million for
fiscal  1998 was due to the  increase  in  earnings  before  income  taxes.  The
effective tax rate in both of these fiscal years was 36.0 percent.

NET  EARNINGS.  The increase in net earnings to $74 million for fiscal 2000 from
$58 million for fiscal 1999 was primarily  attributable  to the increase in home
closings  and  homebuilding  revenues,  the  increase in revenues  from land and
facility sales, the decrease in selling,  general and administrative expenses as
a percentage  of revenues and the  reduction in the  effective  income tax rate.
These  improvements  were partially offset by the decline in homebuilding  gross
margin and the increase in interest as a percentage of revenues.

The increase in net earnings to $58 million for fiscal 1999 from $43 million for
fiscal  1998 was  primarily  attributable  to the  increases  in home  closings,
revenues and homebuilding gross margin.

NET NEW ORDER  ACTIVITY  AND  BACKLOG.  Net new  orders in fiscal  2000 were 7.3
percent lower than in fiscal 1999.  The Company  believes that this decrease was
primarily attributable to the following:

     *    The  Company  reduced  advertising  expenditures  in the first half of
          fiscal   2000.   In  January   2000  it  launched   its  new  national
          brand-building campaign. The reduced advertising expenditures may have
          contributed  to decreases in the Company's  sales traffic and vacation
          getaway program occupancy rates during the first half of fiscal 2000.

     *    Sun City at Huntley  had a 46.4  percent  decrease,  which the Company
          believes was  attributable to a reduced level of pent-up  demand,  the
          need for a broader product range and pricing issues.

     *    The 43.6 percent decrease at the Nevada family communities was largely
          attributable  to the fact that the  Company  has sold or is selling to
          other home builders its remaining  lots at these  communities,  rather
          than building homes on them to sell.

The dollar value of homes under  contract at June 30, 2000 was 8.3 percent lower
than at June 30,  1999,  while the  number of homes in  backlog  decreased  19.5
percent.  The backlog  decreases  at Sun City at Huntley  and the Nevada  family
communities were attributable to the declines in net new orders discussed above.
The  decrease at the Arizona  family  communities  was due to a reduction in the
number of  subdivisions  in the  Phoenix  area.  The Company  believes  that the
backlog  decreases  at  most  of  the  other  active  adult  communities  may be
attributable in part to increased sales prices, reduced advertising expenditures
in the first half of fiscal 2000,  increased mortgage interest rates,  decreased
home resales nationally and the pending opening of new recreational amenities at
many communities.

Net new orders in fiscal 1999 were 29.5 percent  higher than in fiscal 1998. The
number of homes under  contract at June 30, 1999 was 41.5 percent higher than at
June 30, 1998. Both of these  increases were primarily  attributable to Sun City
at Huntley and the family and country club  communities  at the Anthem  projects
near Phoenix and Las Vegas.  These  communities had new order activity in fiscal
1999 but had not yet  commenced  new order  activity in fiscal 1998.  Management
believes  that the decreases in net new orders and backlog at Sun City Texas and
the Florida active adult communities may have been partially attributable to the
impact of  increased  sales  prices and  potential  buyers  awaiting  the recent
openings of new model homes.

                                       18
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND FINANCIAL CONDITION OF THE COMPANY

The  cash  flow  for each  community  can  differ  substantially  from  reported
earnings,  depending on the development  cycle. The initial years of development
or expansion require significant cash outlays for, among other things, acquiring
tracts of land, obtaining  development  approvals,  developing land and lots and
constructing project  infrastructure  (such as roads and utilities),  recreation
centers, golf courses,  model homes and sales facilities.  Since these costs are
capitalized, this can result in income reported for financial statement purposes
during those initial years significantly exceeding cash flow. However, after the
initial years of development  or expansion,  when these  expenditures  are made,
cash flow can  significantly  exceed earnings  reported for financial  statement
purposes,  as costs and expenses  include  amortization  charges for substantial
previously expended costs.

During fiscal 2000 the Company generated $854 million of net cash from operating
community  sales  activities,  used $562  million  for land and lot and  amenity
development  at  operating  communities,  paid $15 million for costs  related to
communities  in the  pre-operating  stage and used $190  million  for  interest,
income taxes and other  operating  activities.  The resulting $87 million of net
cash  provided by operating  activities  was used  primarily to partially  repay
outstanding  borrowings  under  the  Company's  $500  million  senior  unsecured
revolving  credit  facility (the "Credit  Facility") and $10 million  short-term
lines of credit (together the "Credit Facilities").

Real estate  development is dependent on, among other things,  the  availability
and cost of financing.  In periods of significant  growth,  the Company requires
significant additional capital resources.  We hope to grow by other means (joint
ventures,  etc.) in the future.  In fiscal 1999 and fiscal 2000, the Company had
under  development,  among  other  projects:  (i) Sun City  Lincoln  Hills,  the
successor community to Sun City Roseville; (ii) Anthem Las Vegas, which includes
Sun City Anthem,  country  club and family  communities;  (iii) Anthem  Arizona,
which  includes  country  club  and  family  communities;  and  (iv) Sun City at
Huntley.  Given its assessment of market  conditions and appropriate  timing for
these new communities,  the Company decided to engage in substantial development
at these  communities  and permit its  indebtedness  and  leverage  to  increase
substantially.

To date,  material cash  expenditures have been made for these  communities.  In
order to provide adequate capital to meet the Company's operating  requirements,
the Company, in February 1999, completed a $150 million public debt offering and
negotiated an increase in the amount of its Credit Facility from $450 million to
$500 million.  At June 30, 2000 the Company had $235 million  outstanding  under
the Credit  Facilities.  At that date,  $1 million of the $275 million of unused
capacity  under the Credit  Facilities  was not  available  to the  Company as a
result of covenant restrictions.

As a  result  of  public  debt  offerings  and  borrowings  to fund  development
expenditures,  described above, the Company had considerably  more  indebtedness
and was  considerably  more  leveraged  at June 30,1999 and  throughout  most of
fiscal  2000,  than it had been in recent  years.  The  Company  has reduced its
leverage from June 30, 1999,  with debt to total  capitalization  declining from
72.0  percent at that date to 67.6  percent at June 30, 2000 as a result of debt
repayments and an increase in retained  earnings.  The Company currently intends
to further reduce its ratio of debt to total  capitalization to approximately 67
percent  or  lower  before  incurring  material   development   (excluding  land
acquisition) expenditures for any significant new communities.  The current goal
is to reach  approximately  67 percent  debt to total  capitalization  in fiscal
2001.

The Company expects to have adequate capital resources to meet its needs for the
next 12 months.  If there is a significant  downturn in anticipated  operations,
however, the Company will need to modify its business plan to operate with lower
capital resources. Modifications of the business plan could include, among other
things, delaying development expenditures at its communities.

                                       19
<PAGE>
ITEMS 7. AND 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)

At June 30,  2000,  under  the most  restrictive  of the  covenants  in the debt
agreements,  $76 million of the retained  earnings was  available for payment of
cash dividends and acquisition of stock.

MARKET RISK FOR FINANCIAL INSTRUMENTS

The Company does not trade in derivative  financial  instruments and at June 30,
2000 had no significant derivative financial instruments.  The Company does have
other  financial  instruments,  for purposes other than trading,  in the form of
notes payable,  senior and subordinated  debt. The Credit  Facility,  short-term
lines of credit and some real estate and other  notes are at  variable  interest
rates  and are  thus  subject  to  market  risk in the form of  fluctuations  in
interest rates.

The following table provides  interest rate  sensitivity  information  about the
notes  payable,  senior  and  subordinated  debt at June 30,  2000  (dollars  in
millions):

<TABLE>
<CAPTION>
                                                                                          ESTIMATED
                              AMOUNT BY SCHEDULED MATURITY FOR                           FAIR VALUE
                                FISCAL YEARS ENDING JUNE 30,                                 AT
                          ----------------------------------------                         JUNE 30,
                          2001     2002     2003     2004     2005   THEREAFTER   TOTAL     2000
                          ----     ----     ----     ----     ----   ----------   -----     ----
<S>                      <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>
Fixed Rate Debt
 Amount                  $12.8    $14.1   $101.5    $11.2     $2.4    $606.5     $748.5    $693.1
 Average Interest Rate     9.4%     9.3%     9.7%     7.0%     7.4%      9.5%       9.5%

Variable Rate Debt
 Amount                  $21.3    $ 9.6       --       --   $226.0        --     $256.9    $256.9
 Average Interest Rate     9.5%     9.5%      --       --      9.5%       --        9.5%
</TABLE>

IMPACT OF INFLATION

Operations  of the Company can be  impacted  by  inflation.  Home and land sales
prices can increase,  but inflation can also cause  increases in interest  costs
and the costs of land, raw materials and contract labor.  Unless increased costs
are recovered through higher sales prices, operating margins will decrease.


ACCOUNTING STANDARDS NOT YET ADOPTED BY THE COMPANY

In June 1998 the  Financial  Accounting  Standards  Board  issued  SFAS No. 133,
ACCOUNTING FOR  DERIVATIVES  AND SIMILAR  FINANCIAL  INSTRUMENTS AND FOR HEDGING
ACTIVITIES,  to establish  accounting  and reporting  standards  for  derivative
instruments and for hedging activities. It requires that an entity recognize all
derivatives  as either  assets or  liabilities  on the balance sheet and measure
those instruments at fair value.  This new standard,  as amended by related SFAS
Nos. 137 and 138,  will be effective  for the Company for its fiscal year ending
June  30,  2001.  It is  not  expected  to  have  a  significant  impact  on the
consolidated  financial  statements  since the Company does not have significant
derivative financial instruments.

                                       20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  response  to this item is  submitted  as a separate  section of this report
below.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

                                       21
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

See "Item 1 - Executive  Officers  of the  Company" at the end of Part I of this
report.  Information  with respect to the Directors is incorporated by reference
to  the  Registrant's  definitive  proxy  statement  to  be  filed  pursuant  to
Regulation  14A  within 120 days after the end of the most  recent  fiscal  year
covered by this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  in response  to these items is  incorporated  by  reference  to the
Registrant's  definitive  proxy statement to be filed pursuant to Regulation 14A
within 120 days after the end of the most  recent  fiscal  year  covered by this
Annual Report on Form 10-K.

                                       22
<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      1. and 2.     The  response to  this  portion  of Item 14 is  submitted
                       as a separate section of thisreport beginning on page 25.

         3.            Exhibits

                       The Exhibit Index attached to this Report is incorporated
                       by reference.

(b)      The Company did  not file any reports  on Form 8-K  during  the quarter
         ended June 30, 2000.

                                       23
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned,  who is duly authorized to do so, in Phoenix, Arizona
on the 13th day of September, 2000.

                                        DEL WEBB CORPORATION
                                        (Registrant)

                                        By: /s/ LeRoy C. Hanneman, Jr.
                                            ------------------------------------
                                            LeRoy C. Hanneman, Jr.
                                            Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.

    Signature                          Title                         Date
    ---------                          -----                         ----

/s/ LeRoy C. Hanneman, Jr.    Chief Executive Officer,        September 13, 2000
----------------------------  President and Director
LeRoy C. Hanneman, Jr.        Principal Executive Officer

/s/ John A. Spencer           Executive Vice President and    September 13, 2000
----------------------------  Chief Financial Officer
John A. Spencer               Principal Financial Officer

/s/ David E. Rau              Vice President and Controller   September 13, 2000
----------------------------  Principal Accounting Officer
David E. Rau

/s/ Philip J. Dion            Chairman of the Board           September 13, 2000
----------------------------
Philip J. Dion

/s/ D. Kent Anderson          Director                        September 13, 2000
----------------------------
D. Kent Anderson

/s/ Michael O. Maffie         Director                        September 13, 2000
----------------------------
Michael O. Maffie

/s/ J. Russell Nelson         Director                        September 13, 2000
----------------------------
J. Russell Nelson

/s/ Peter A. Nelson           Director                        September 13, 2000
----------------------------
Peter A. Nelson

/s/ Michael E. Rossi          Director                        September 13, 2000
----------------------------
Michael E. Rossi

/s/ Glenn W. Schaeffer        Director                        September 13, 2000
----------------------------
Glenn W. Schaeffer

/s/ C. Anthony Wainwright     Director                        September 13, 2000
----------------------------
C. Anthony Wainwright

/s/ Sam Yellen                Director                        September 13, 2000
----------------------------
Sam Yellen

                                       24
<PAGE>
                              DEL WEBB CORPORATION
                                    FORM 10-K
                         ITEM 8, ITEM 14(A) (1) AND (2)
             INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following  financial  statements required to be included in Item 8 and other
disclosures by the Registrant are listed below:
                                                                            PAGE

Management's Report.........................................................  26

Independent Auditors' Report................................................  27

Consolidated Financial Statements:

    Balance Sheets as of June 30, 2000 and 1999.............................  28

    Statements of Earnings for each of the years in the three-year
      period ended June 30, 2000............................................  29

    Statements of Shareholders' Equity for each of the years in the
      three-year period ended June 30, 2000.................................  30

    Statements of Cash Flows for each of the years in the three-year
      period ended June 30, 2000............................................  31

    Notes to Consolidated Financial Statements..............................  33

The following financial statement schedule of the Registrant and its
subsidiaries is included in Item 14(a)(2):

                                                                            PAGE
Consolidated Financial Statement Schedule:

     II  Valuation and Qualifying Accounts for each of the years in the
           three-year period ended June 30, 2000............................  46

Information  other than that  contained in the schedule  listed above is omitted
because the  conditions  requiring  filing do not exist or because the  required
information is given in the financial statements, including the notes thereto.

                                       25
<PAGE>
MANAGEMENT'S REPORT

FINANCIAL STATEMENTS

Del Webb  Corporation is  responsible  for the  preparation,  integrity and fair
presentation of its published financial statements.  The consolidated  financial
statements  that  follow  have  been  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States of America  and, as such,
include amounts based on judgments and estimates made by management. The Company
also  prepared  the other  information  included  in this  Annual  Report and is
responsible for its accuracy and  consistency  with the  consolidated  financial
statements.

The  consolidated  financial  statements  have been  audited by the  independent
accounting  firm, KPMG LLP, which was given access to all financial  records and
related data,  including  minutes of all meetings of shareholders,  the board of
directors  and  committees  of  the  board.   The  Company   believes  that  all
representations  made to the independent  auditors during their audit were valid
and appropriate. KPMG LLP's audit report is presented on the following page.

INTERNAL CONTROL SYSTEM

The Company maintains a system of internal control over financial  reporting and
over   safeguarding  of  assets  against   unauthorized   acquisition,   use  or
disposition.  This  system is designed to provide  reasonable  assurance  to the
Company's  management  and  board of  directors  regarding  the  preparation  of
reliable published financial statements and such asset safeguarding.  The system
includes a documented  organizational  structure and division of responsibility,
established  policies and  procedures  (including  a code of conduct)  which are
communicated throughout the Company, and the selection, training and development
of employees.  Internal  auditors  monitor the operation of the internal control
system and report  findings and  recommendations  to management and the board of
directors,  and corrective  actions are taken to correct  deficiencies if and as
they are identified.  The board,  operating through its audit committee which is
composed of directors who are not officers or employees of the Company, provides
oversight to the financial reporting and asset safeguarding process.

Even an effective  internal  control  system,  no matter how well designed,  has
inherent  limitations  -  including  the  possibility  of the  circumvention  or
overriding  of controls - and therefore  can provide only  reasonable  assurance
with respect to financial statement preparation and asset safeguarding. Further,
because of changes in conditions, internal control system effectiveness may vary
over time.

The Company assessed its internal control system as of June 30, 2000 in relation
to criteria for effective internal control over financial reporting described in
"Internal Control - Integrated  Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on its assessment,  the Company
believes that, at June 30, 2000,  its system of internal  control over financial
reporting and over safeguarding of assets against unauthorized acquisition,  use
or disposition met those criteria.


/s/ LeRoy C. Hanneman, Jr.
--------------------------
LeRoy C. Hanneman, Jr.
Chief Executive Officer



/s/ John A. Spencer
--------------------------
John A. Spencer
Executive Vice President and Chief Financial Officer


June 30, 2000

                                       26
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Del Webb Corporation:

We have audited the  consolidated  financial  statements of Del Webb Corporation
and  subsidiaries  as listed in the  accompanying  index. In connection with our
audits  of the  consolidated  financial  statements,  we also have  audited  the
financial   statement   schedule  listed  in  the  accompanying   index.   These
consolidated  financial  statements  and  financial  statement  schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  and  financial  statement
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Del Webb Corporation
and  subsidiaries  as of June  30,  2000  and  1999,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended June 30, 2000 in conformity with accounting  principles generally accepted
in the United  States of America.  Also, in our opinion,  the related  financial
statement  schedule,  when  considered  in  relation  to the basic  consolidated
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information set forth therein.


                                        /s/ KPMG LLP

Phoenix, Arizona
August 18, 2000

                                       27
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                               In Thousands
                                                                       ---------------------------
                                                                          2000             1999
                                                                       -----------     -----------
                                  ASSETS
<S>                                                                   <C>              <C>
Real estate inventories (Notes 2, 6 and 11)                            $ 1,755,398     $ 1,622,581
Cash and short-term investments                                             21,038          22,669
Receivables (Note 3)                                                        36,121          33,529
Property and equipment, net (Note 4)                                        96,637          72,423
Other assets (Note 5)                                                       71,563         115,595
                                                                       -----------     -----------
                                                                       $ 1,980,757     $ 1,866,797
                                                                       ===========     ===========
                   LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable, senior and subordinated debt (Note 6)                   $ 1,005,424     $ 1,040,613
Contractor and trade accounts payable                                      113,574         115,456
Accrued liabilities and other payables                                     158,351         127,980
Home sale deposits                                                         165,762         145,362
Deferred income taxes (Note 7)                                              47,030          22,510
Income taxes payable (Note 7)                                                8,230          10,082
                                                                       -----------     -----------
     Total liabilities                                                   1,498,371       1,462,003
                                                                       -----------     -----------
Shareholders' equity:
  Common stock, $.001 par value.  Authorized 30,000,000 shares;
    issued 18,360,213 shares and 18,221,385 shares at June 30, 2000
    and 1999, respectively (Note 8)                                             18              18
  Additional paid-in capital                                               170,112         168,865
  Retained earnings (Note 6)                                               316,240         242,075
                                                                       -----------     -----------
                                                                           486,370         410,958
  Less deferred compensation (Note 8)                                       (3,984)         (6,164)
                                                                       -----------     -----------
     Total shareholders' equity                                            482,386         404,794
                                                                       -----------     -----------
                                                                       $ 1,980,757     $ 1,866,797
                                                                       ===========     ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       28
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                    YEARS ENDED JUNE 30, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                           In Thousands
                                                                      Except Per Share Data
                                                           ----------------------------------------------
                                                              2000              1999             1998
                                                           ----------        ----------        ----------
<S>                                                       <C>               <C>              <C>
Revenues (Note 10)                                         $2,040,003        $1,466,181        $1,177,767
                                                           ----------        ----------        ----------
Costs and expenses (Note 10):
  Home construction, land and other                         1,575,043         1,112,525           898,754
  Selling, general and administrative                         269,704           203,711           166,343
  Interest (Note 11)                                           85,623            59,179            46,212
                                                           ----------        ----------        ----------
                                                            1,930,370         1,375,415         1,111,309
                                                           ----------        ----------        ----------
     Earnings before income taxes                             109,633            90,766            66,458

Income taxes (Note 7)                                          35,468            32,676            23,925
                                                           ----------        ----------        ----------
     Net earnings                                          $   74,165        $   58,090        $   42,533
                                                           ==========        ==========        ==========
Weighted average shares outstanding - basic                    18,289            18,174            17,829
                                                           ==========        ==========        ==========
Weighted average shares outstanding - assuming dilution        18,550            18,705            18,458
                                                           ==========        ==========        ==========
     Net earnings per share - basic                        $     4.06        $     3.20        $     2.39
                                                           ==========        ==========        ==========
     Net earnings per share - assuming dilution            $     4.00        $     3.11        $     2.30
                                                           ==========        ==========        ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       29
<PAGE>
                     DELL WEBB CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    YEARS ENDED JUNE 30, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                          In Thousands
                                     ----------------------------------------------------------------------------------
                                       Common              Additional                                        Total
                                       Shares     Common    Paid-in     Retained   Treasury    Deferred   Shareholders'
                                     Outstanding   Stock    Capital     Earnings    Stock    Compensation    Equity
                                     -----------   -----    -------     --------    -----    ------------    ------
<S>                                      <C>        <C>    <C>          <C>         <C>         <C>         <C>
Balances at July 1, 1997               17,567       $18    $ 160,308   $ 145,922   $(1,914)    $(4,504)    $ 299,830

Shares issued and retired for stock
 option and restricted stock plans,
 net of amortization                      541        --        6,025          --     1,918        (965)        6,978

Shares repurchased                         --        --           (5)         --        (4)         --            (9)

Cash dividends ($.20 per share)            --        --           --      (3,565)       --          --        (3,565)

Net earnings                               --        --           --      42,533        --          --        42,533
                                      -------       ---    ---------   ---------   -------     -------     ---------

Balances at June 30, 1998              18,108        18      166,328     184,890        --      (5,469)      345,767

Shares issued and retired for stock
 option and restricted stock plans,
 net of amortization                      184        --        3,982          --        --        (695)        3,287

Shares repurchased and retired            (71)       --       (1,445)         --        --          --        (1,445)

Cash dividends ($.05 per share)            --        --           --        (905)       --          --          (905)

Net earnings                               --        --           --      58,090        --          --        58,090
                                      -------       ---    ---------   ---------   -------     -------     ---------

Balances at June 30, 1999              18,221        18      168,865     242,075        --      (6,164)      404,794

Shares issued and retired for stock
 option and restricted stock plans,
 net of amortization                      139        --        1,250          --        --       2,180         3,430

Shares repurchased and retired             --        --           (3)         --        --          --            (3)

Net earnings                               --        --           --      74,165        --          --        74,165
                                      -------       ---    ---------   ---------   -------     -------     ---------

Balances at June 30, 2000              18,360       $18    $ 170,112   $ 316,240   $    --     $(3,984)    $ 482,386
                                      =======       ===    =========   =========   =======     =======     =========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       30
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED JUNE 30, 2000, 1999 AND 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       2000              1999              1998
                                                                   -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Cash received from customers related to operating
  community home sales                                             $ 1,945,796       $ 1,394,475       $ 1,113,118
 Cash received from commercial land and facility sales
  at operating communities                                              75,989            56,746            43,185
 Cash paid for costs related to home construction at
  operating communities                                             (1,167,392)         (881,272)         (712,509)
                                                                   -----------       -----------       -----------
      Net cash provided by operating community sales activities        854,393           569,949           443,794

 Cash paid for land acquisitions at operating communities              (41,895)          (33,626)          (29,294)
 Cash paid for lot development at operating communities               (296,993)         (197,650)         (147,844)
 Cash paid for amenity development at operating communities           (223,425)          (96,650)          (45,911)
                                                                   -----------       -----------       -----------
      Net cash provided by operating communities                       292,080           242,023           220,745
 Cash paid for costs related to communities in the
  pre-operating stage                                                  (14,716)         (381,361)         (162,910)
 Cash received from (paid for) mortgage operations                       2,114             3,138            (5,673)
 Cash received from (paid for) residential land
  development project                                                   (1,465)           (1,361)            5,195
 Cash paid for corporate activities                                    (76,535)          (64,057)          (59,871)
 Interest paid                                                        (103,116)          (73,348)          (53,118)
 Cash paid for income taxes                                            (10,945)           (2,807)          (14,930)
                                                                   -----------       -----------       -----------
      Net cash provided by (used for) operating activities              87,417          (277,773)          (70,562)
                                                                   -----------       -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                                   (17,014)          (43,480)          (16,855)
 Investments in life insurance policies                                 (1,905)           (1,835)           (4,568)
                                                                   -----------       -----------       -----------
      Net cash used for investing activities                           (18,919)          (45,315)          (21,423)
                                                                   -----------       -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Borrowings                                                            426,009           739,740           592,611
 Repayments of debt                                                   (497,060)         (407,813)         (513,531)
 Stock repurchases                                                          (3)           (1,445)               (9)
 Proceeds from exercise of common stock options                            925             1,818             6,126
 Dividends paid                                                             --              (905)           (3,565)
                                                                   -----------       -----------       -----------
      Net cash provided by (used for) financing activities             (70,129)          331,395            81,632
                                                                   -----------       -----------       -----------
Net increase (decrease) in cash and short-term investments              (1,631)            8,307           (10,353)
Cash and short-term investments at beginning of year                    22,669            14,362            24,715
                                                                   -----------       -----------       -----------
CASH AND SHORT-TERM INVESTMENTS AT END OF YEAR                     $    21,038       $    22,669       $    14,362
                                                                   ===========       ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       31
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                    YEARS ENDED JUNE 30, 2000, 1999 AND 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     2000           1999            1998
                                                                  ---------       ---------       ---------
<S>                                                              <C>             <C>             <C>
Reconciliation of net earnings to net cash provided by
 (used for) operating activities:
  Net earnings                                                    $  74,165       $  58,090       $  42,533
  Amortization of non-cash common costs in costs and expenses,
    excluding interest                                              496,734         365,260         273,173
  Amortization of capitalized interest in costs and expenses         85,623          59,179          46,212
  Deferred compensation amortization                                  4,196           2,431           1,838
  Depreciation and other amortization                                10,538           8,134           6,725
  Deferred income taxes                                              24,520          18,265          10,771
  Net decrease (increase)  in home construction costs                 4,578         (83,198)           (152)
  Land acquisitions                                                 (41,895)        (40,619)        (69,482)
  Lot development                                                  (296,993)       (411,309)       (204,080)
  Amenity development                                              (238,650)       (279,150)        (99,280)
  Pre-acquisition costs                                                  --              --         (13,776)
  Net change in other assets and liabilities                        (35,399)         25,144         (65,044)
                                                                  ---------       ---------       ---------
       Net cash provided by (used for) operating activities       $  87,417       $(277,773)      $ (70,562)
                                                                  =========       =========       =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       32
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 2000, 1999 AND 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

     The  consolidated  financial  statements  include the  accounts of Del Webb
     Corporation  and  its  subsidiaries   (the   "Company").   All  significant
     intercompany   transactions   and   accounts   have  been   eliminated   in
     consolidation.

     Operations

     The Company  conducts its  operations  in two primary  segments in Arizona,
     California,  Florida,  Illinois, Nevada, South Carolina and Texas (see Note
     12).  The  Company's  active  adult  communities  (primarily  its Sun  City
     communities)  are generally  large-scale,  master planned  communities with
     extensive  amenities for people age 55 and over.  The Company's  family and
     country club  communities  are open to people of all ages and are generally
     developed  in  metropolitan  or  market  areas  in  which  the  Company  is
     developing  active adult  communities.  Within all of its communities,  the
     Company is usually the exclusive builder of homes.

     The   Company's   operations   are   subject  to  a  number  of  risks  and
     uncertainties,  including,  but not limited to, risks  associated with: the
     cyclical   nature  of  real  estate   operations;   land   acquisition  and
     development;   governmental   regulation,   including  growth   management;
     environmental considerations; the geographic concentration of the Company's
     operations;  financing and leverage; interest rate increases;  fluctuations
     in labor  and  material  costs;  the  development  of  future  communities,
     including  in new  geographic  markets;  competition;  legal  matters;  and
     natural risks that exist in certain of the Company's market areas.

     Real Estate Inventories

     Real estate inventories include undeveloped land,  partially improved land,
     amenities  and homes on finished  lots,  in various  stages of  completion.
     These assets include direct  construction costs for homes and common costs.
     Common costs include:  land general and subdivision land development costs;
     model home,  vacation  home and owned golf course costs in excess of normal
     direct  construction  costs;  costs of community  sales  centers;  costs of
     assets (such as golf courses and recreation centers) contributed to certain
     of  the  community   associations;   costs  of  subsidizing  the  community
     associations;  development  period interest;  and other costs. All of these
     common costs are capitalized and, along with estimated future common costs,
     are  allocated  on a  community  by  community  basis  to  residential  and
     commercial lots using the relative sales value method.  Home  construction,
     land and other costs includes the direct construction costs of the home and
     an allocation of common costs.  Sales commissions and advertising  expenses
     are included in selling,  general and administrative  expenses. The Company
     recognizes revenue at the close of escrow.

     The Company  values its real estate  inventories  to be  developed or under
     development in accordance with Statement of Financial  Accounting Standards
     ("SFAS") No. 121,  ACCOUNTING FOR THE  IMPAIRMENT OF LONG-LIVED  ASSETS AND
     FOR  LONG-LIVED  ASSETS TO BE DISPOSED  OF. The Company has no  significant
     recorded value for completed real estate projects.

                                       33
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     SFAS No. 121  requires  that  long-lived  assets to be  developed  or under
     development,  such as real estate  inventories,  be reviewed for impairment
     whenever events or changes in circumstances indicate that the book value of
     the asset may not be  recoverable.  If the sum of the  expected  future net
     cash flows  (undiscounted and without interest charges) from an asset to be
     held and used is less than the book value of the asset,  an impairment loss
     must be recognized in the amount of the  difference  between the book value
     and fair value.  For long-term  assets like active adult  communities,  the
     determination of whether there is an impairment loss is dependent primarily
     on the Company's estimate of completion costs and annual home closings over
     the  life  of  the  community,  which  involves  numerous  assumptions  and
     judgments  as to  future  events  over a period of many  years.  Long-lived
     assets to be disposed  of, such as real estate  inventories  held for sale,
     are reported at the lower of book value or fair value less costs to sell.

     Cash and Short-Term Investments

     The Company's policy is to invest its cash in high-grade,  income-producing
     short-term investments. Accordingly, uninvested cash balances are generally
     kept at minimum levels.  Short-term  investments are valued at the lower of
     cost or market and principally  include  overnight  repurchase  agreements,
     certificates of deposit and commercial  paper with an original  maturity of
     less than 90 days.

     Depreciation

     Depreciation  is computed using  principally the  straight-line  method for
     financial  statement purposes and accelerated methods for tax purposes over
     the estimated useful lives of the assets.

     Income Taxes

     The Company accounts for income taxes using the asset and liability method.
     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax bases.  Deferred tax assets and  liabilities are measured using enacted
     tax rates  expected  to apply to  taxable  income in future  years in which
     those temporary  differences  are expected to be recovered or settled.  The
     effect on deferred tax assets and  liabilities  of a change in tax rates is
     recognized  in the  consolidated  statement  of earnings in the period that
     includes the enactment date.

     Earnings Per Share

     Earnings  per  share-basic  is  determined  by dividing net earnings by the
     weighted  average  number of common  shares  outstanding  during  the year.
     Earnings per share-assuming dilution is determined by dividing net earnings
     by the  weighted  average  number of common  and common  equivalent  shares
     (which  reflect the effect of stock options)  outstanding  during the year.
     Stock  options (in  thousands)  of 1,260,  366 and 25 were excluded for the
     fiscal years ended June 30,  2000,  1999 and 1998,  respectively,  from the
     calculation  of earnings per share assuming  dilution  because the options'
     exercise prices were greater than the average market price of common shares
     for the year and, therefore, the effect would have been anti-dilutive.

     Consolidated Statements of Cash Flows

     In the Consolidated Statements of Cash Flows, the Company defines operating
     communities  as  communities   generating   revenues  from  home  closings.
     Communities  in the  pre-operating  stage  are  those  not  yet  generating
     revenues from home closings.

     Warranty Costs

     Estimated future warranty costs are charged to home construction,  land and
     other costs when the revenues from home closings are recognized.

                                       34
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Comprehensive Income

     The Company adopted SFAS No. 130, REPORTING  COMPREHENSIVE  INCOME,  during
     fiscal 1999. SFAS No. 130 requires that an enterprise (a) classify items of
     other comprehensive income by their nature in a financial statement and (b)
     display the accumulated  balance of other  comprehensive  income separately
     from retained earnings and additional paid-in capital in the equity section
     of its  balance  sheet.  The  Company  had no items of other  comprehensive
     income in any period presented in these consolidated financial statements

     Goodwill

     Goodwill is included in other assets and represents the unamortized  excess
     of the purchase price of two active adult  communities  in central  Florida
     over the fair value of net  assets  acquired  in fiscal  1998 (see Note 5).
     This goodwill is being amortized on a straight-line  basis over a period of
     15 years.

     The  Company  assesses  the  recoverability  of this  intangible  asset  by
     determining  whether the  amortization  of the  goodwill  balance  over its
     remaining life can be recovered through  undiscounted future operating cash
     flows of the acquired operation. The amount of goodwill impairment, if any,
     is measured based on projected discounted future operating cash flows using
     a  discount  rate  reflecting  the  Company's  average  cost of funds.  The
     assessment of the  recoverability of goodwill will be impacted if estimated
     future operating cash flows are not achieved.

     Financial Instruments

     In the  normal  course of  business,  the  Company  may  invest in  various
     financial assets and incur various financial liabilities.  The Company does
     not trade in derivative  financial  instruments,  although it  occasionally
     enters into  agreements  involving  derivative  financial  instruments  for
     purposes  other  than  trading.  At  June  30,  2000  the  Company  had  no
     significant derivative financial instruments.

     The fair value estimates of financial  instruments presented in Note 6 have
     been  determined  by the Company using  available  market  information  and
     valuation  methodologies  deemed  appropriate by the Company.  Considerable
     judgement is required in interpreting  market data to develop the estimates
     of fair value. Accordingly,  these fair value estimates are not necessarily
     indicative of the amounts the Company might pay or receive in actual market
     transactions.  Potential  taxes and other  transaction  costs have not been
     considered in estimating fair value.

     The fair values of the Company's  publicly held debt are estimated based on
     the quoted bid prices for these  debt  instruments  on June 30,  2000.  The
     carrying amounts of the Company's  remaining debt approximate the estimated
     fair  values  because  they  are at  interest  rates  comparable  to  rates
     currently  available  to the  Company  for  debt  with  similar  terms  and
     remaining  maturities.  For all other financial  instruments,  the carrying
     amounts  approximate  their fair  values  because of the short  maturity of
     these  instruments  and in some cases  because they bear interest at market
     rates. As substantially  all of the Company's assets (including real estate
     inventories  and property and  equipment)  are not  financial  instruments,
     these disclosures,  along with those in Note 6, do not reflect the value of
     the Company as a whole.

     Stock-Based Compensation

     In accordance  with the provisions of Accounting  Principals  Board Opinion
     No. 25,  ACCOUNTING  FOR STOCK ISSUED TO  EMPLOYEES,  the Company  measures
     employee stock-based compensation expense as the excess of the market price
     at the grant date over the amount the employee must pay for the stock.  The
     Company's  general policy is to grant stock options at fair market value at
     the date of grant, so no compensation expense is recognized.  As permitted,
     the Company has elected to adopt only the disclosure provisions of SFAS No.
     123, ACCOUNTING FOR STOCK-BASED COMPENSATION (see Note 8).

                                       35
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Use of Estimates

     The  preparation  of the  Company's  consolidated  financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management to make estimates and assumptions, particularly those previously
     discussed for real estate inventories,  that affect the amounts reported in
     the  consolidated  financial  statements  and  accompanying  notes.  Actual
     results could differ materially from those estimates.

     Reclassifications

     Certain  financial  statement items from prior years have been reclassified
     to be consistent with the current year financial statement presentation.


(2)  REAL ESTATE INVENTORIES

     The components of real estate inventories are as follows:

<TABLE>
<CAPTION>
                                                                      In Thousands
                                                                       at June 30,
                                                                ------------------------
                                                                   2000          1999
                                                                ----------    ----------
<S>                                                            <C>           <C>
     Home construction costs                                    $  260,790    $  265,368
     Unamortized improvement and amenity costs                   1,097,643       977,867
     Unamortized capitalized interest                              105,213        85,007
     Land held for housing                                         205,142       191,624
     Land and facilities held for future development or sale        86,610       102,715
                                                                ----------    ----------
                                                                $1,755,398    $1,622,581
                                                                ==========    ==========
</TABLE>

     At June 30, 2000,  the Company had 358 completed  homes and 492 homes under
     construction  that  were  not  subject  to a sales  contract.  These  homes
     represented $55.5 million of home  construction  costs at June 30, 2000. At
     June 30,  1999 the  Company  had 418  completed  homes and 504 homes  under
     construction  (representing  $54.7 million of home construction costs) that
     were not subject to a sales contract.

     Included in land and facilities held for future development or sale at June
     30,  2000  were 241  acres of  commercial  land  that are  currently  being
     marketed for sale at the Company's  active adult  communities and 617 acres
     of  commercial  land  that are  currently  being  marketed  for sale at the
     Company's Anthem Arizona project. Also included in land and facilities held
     for  future  development  or sale at June 30,  2000 were  1,075 lots in the
     Company's Nevada family communities.

(3)  RECEIVABLES

     Receivables are summarized as follows:

                                                               In Thousands
                                                                at June 30,
                                                           ---------------------
                                                            2000          1999
                                                           -------       -------

     Mortgage loans held for sale or investment            $15,939       $14,390
     Notes from sales of land and facilities                11,250         6,466
     Escrow funds from home and land sales                   2,189         4,826
     Other                                                   6,743         7,847
                                                           -------       -------
                                                           $36,121       $33,529
                                                           =======       =======

                                       36
<PAGE>
(4)  PROPERTY AND EQUIPMENT, NET

     Property  and   equipment,   stated  at  cost,   and  related   accumulated
     depreciation are summarized as follows:

                                                               In Thousands
                                                                at June 30,
                                                           ---------------------
                                                            2000          1999
                                                           -------       -------

     Buildings and improvements                           $ 31,417      $ 23,796
     Equipment                                              75,638        61,981
     Land and improvements                                  26,291        14,613
                                                          --------      --------
                                                           133,346       100,390
     Less accumulated depreciation                          36,709        27,967
                                                          --------      --------
                                                          $ 96,637      $ 72,423
                                                          ========      ========

(5)  OTHER ASSETS

     Other assets are summarized as follows:

                                                               In Thousands
                                                                at June 30,
                                                           ---------------------
                                                            2000          1999
                                                           -------       -------

     Pre-acquisition costs                                $  1,373      $ 46,783
     Cash surrender value of life insurance policies        29,462        27,152
     Utility costs and deposits                             13,093        12,916
     Prepaid expenses                                        9,749         9,648
     Goodwill, net                                           8,361         9,028
     Water right costs                                       3,524         3,263
     Other                                                   6,001         6,805
                                                          --------      --------
                                                          $ 71,563      $115,595
                                                          ========      ========

     Substantially all pre-acquisition costs at June 30, 1999 consisted of costs
     incurred for the  acquisition of an  environmentally-sensitive  property by
     the Company for the purpose of  exchanging  the property with the Bureau of
     Land  Management  for  property in the Las Vegas area to be included in the
     Company's  Anthem Las Vegas  project.  When the  exchange  was  effected in
     fiscal  2000,  these  costs  were  reclassified  to be part of real  estate
     inventories.

     Cash  surrender  values  of life  insurance  policies  relate  to  policies
     acquired in connection with certain executive benefit plans.

(6)  NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT

     Notes payable, senior and subordinated debt consists of the following:

<TABLE>
<CAPTION>
                                                                                               In Thousands
                                                                                                at June 30,
                                                                                         ------------------------
                                                                                            2000          1999
                                                                                         ----------    ----------
<S>                                                                                     <C>           <C>

     9 3/4% Senior Subordinated Debentures due 2003, net, unsecured                      $   98,903    $   98,492
     9% Senior Subordinated Debentures due 2006, net, unsecured                              98,449        98,176
     9 3/4% Senior Subordinated Debentures due 2008, net, unsecured                         146,338       145,854
     9 3/8% Senior Subordinated Debentures due 2009, net, unsecured                         195,880       195,413
     10 1/4% Senior Subordinated Debentures due 2010, net, unsecured                        144,223       143,622
     Notes payable to banks under a senior revolving credit facility and
      short-term lines of credit, unsecured                                                 235,000       301,000
     Real estate and other notes, variable interest rates from prime to prime
      plus 1% and fixed rates from 4.6% to 9.8%, maturities to 2025, primarily secured       86,631        58,056
                                                                                         ----------    ----------
                                                                                         $1,005,424    $1,040,613
                                                                                         ==========    ==========
</TABLE>
                                       37
<PAGE>
(6)  NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT (CONTINUED)

     In March 1993 the Company  completed a public  offering of $100  million of
     Senior Subordinated Debentures, which are shown net of unamortized deferred
     financing costs and discount. These Debentures are due on March 1, 2003 and
     have a stated interest rate of 9 3/4 percent per year.  Interest is payable
     semi-annually  on March 1 and  September 1. The annual  effective  interest
     rate of the Debentures, after giving effect to the amortization of deferred
     financing  costs and  discount,  is 10.2  percent.  The  Debentures  may be
     redeemed  by the  Company  at 100  percent of the  principal  amount of the
     Debentures  redeemed,  plus accrued and unpaid  interest to the  redemption
     date.

     In February 1994 the Company completed a public offering of $100 million of
     Senior Subordinated Debentures, which are shown net of unamortized deferred
     financing  costs.  These Debentures are due on February 15, 2006 and have a
     stated   interest  rate  of  9  percent  per  year.   Interest  is  payable
     semi-annually on February 15 and August 15. The annual  effective  interest
     rate of the Debentures, after giving effect to the amortization of deferred
     financing  costs,  is 9.3 percent.  The  Debentures  may be redeemed by the
     Company on or after  February  15,  2000,  2001,  2002 and 2003 at 103.375,
     102.250, 101.125 and 100 percent,  respectively, of the principal amount of
     the Debentures redeemed, plus accrued and unpaid interest to the redemption
     date.

     In January 1997 the Company  completed a public offering of $150 million of
     Senior Subordinated Debentures, which are shown net of unamortized deferred
     financing costs and discount.  These Debentures are due on January 15, 2008
     and have a stated  interest  rate of 9 3/4  percent  per year.  Interest is
     payable  semi-annually  on January  15 and July 15.  The  annual  effective
     interest rate of the Debentures, after giving effect to the amortization of
     deferred financing costs and discount,  is 10.1 percent. The Debentures may
     be redeemed by the Company on or after  January 15,  2002,  2003,  2004 and
     2005 at 104.875,  103.250,  101.625 and 100 percent,  respectively,  of the
     principal  amount of the  Debentures  redeemed,  plus  accrued  and  unpaid
     interest to the redemption date.

     In May 1998 the  Company  completed a public  offering  of $200  million of
     Senior Subordinated Debentures, which are shown net of unamortized deferred
     financing costs.  These Debentures are due on May 1, 2009 and have a stated
     interest rate of 9" percent per year. Interest is payable  semi-annually on
     May 1 and November 1. The annual effective interest rate of the Debentures,
     after giving effect to the amortization of deferred financing costs, is 9.6
     percent.  The  Debentures may be redeemed by the Company on or after May 1,
     2003,  2004,  2005 and 2006 at 104.688,  103.125,  101.563 and 100 percent,
     respectively,  of the principal  amount of the  Debentures  redeemed,  plus
     accrued and unpaid interest to the redemption date.

     In February 1999 the Company completed a public offering of $150 million of
     Senior Subordinated Debentures, which are shown net of unamortized deferred
     financing  costs.  These Debentures are due on February 15, 2010 and have a
     stated  interest  rate of 10 1/4  percent  per year.  Interest  is  payable
     semi-annually on February 15 and August 15. The annual  effective  interest
     rate of the Debentures, after giving effect to the amortization of deferred
     financing  costs,  is 10.7 percent.  The  Debentures may be redeemed by the
     Company  on or  after  February  15,  2004,  2005,  2006,  2007 and 2008 at
     105.125,  103.844, 102.563, 101.281 and 100 percent,  respectively,  of the
     principal  amount of the  Debentures  redeemed,  plus  accrued  and  unpaid
     interest to the redemption date.

     The Company has a $500 million senior  unsecured  revolving credit facility
     (the  "Credit  Facility").  In June 2000 the  maturity  date of the  Credit
     Facility was extended and certain of its  covenants  were  amended.  If the
     Credit  Facility is not further  amended,  it will mature in October  2004.
     Borrowings  under the Credit Facility  currently bear interest at the prime
     rate or, if the Company selects,  at the London interbank offered rate plus
     1.45 to 1.70 percent,  depending on the Company's ratio of debt to tangible
     net worth. The effective interest rate on borrowings  outstanding under the
     Credit  Facility at June 30, 2000 and 1999 was 8.6 percent and 7.3 percent,
     respectively.

                                       38
<PAGE>
(6)  NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT (CONTINUED)

     The Credit Facility and the indentures for the Company's publicly-held debt
     contain  covenants  which,  taken  together and among other  things,  limit
     investments  in  unentitled  land  and  unsold  homes,   dividends,   stock
     repurchases,  incurrence of indebtedness and certain acquisitions and which
     could,  depending on the  circumstances,  affect the  Company's  ability to
     borrow in the  future.  At June 30,  2000 the  Company  had $226.0  million
     outstanding  under the Credit Facility and $9.0 million  outstanding  under
     its $10 million of  short-term  lines of credit  (together  with the Credit
     Facility,  the  "Credit  Facilities").  At that date,  $1.2  million of the
     $275.0  million  of unused  capacity  under the Credit  Facilities  was not
     available to the Company.

     At June 30,  2000,  under  the most  restrictive  of the  covenants  in the
     Company's debt agreements, $76.0 million of the Company's retained earnings
     was available for payment of cash dividends and acquisition of stock.

     The  estimated  fair values at June 30, 2000 of the Company's 9 3/4% Senior
     Subordinated  Debentures  due 2003, 9% Senior  Subordinated  Debentures due
     2006,  9  3/4%  Senior   Subordinated   Debentures  due  2008,  9"%  Senior
     Subordinated Debentures due 2009 and 10 1/4% Senior Subordinated Debentures
     due 2010 were $99.0 million, $89.6 million,  $130.9 million, $168.3 million
     and $140.6 million,  respectively.  Their estimated fair values at June 30,
     1999 were $100.0 million, $97.9 million,  $149.0 million $196.5 million and
     $151.3 million, respectively.

     The principal payment requirements (in thousands) on debt for the next five
     years ended June 30 are as follows:

                      2001          $  34,073
                      2002          $  23,746
                      2003          $ 101,534
                      2004          $  11,226
                      2005          $ 228,404

(7)  INCOME TAXES

     The components of income taxes are:

                                                       In Thousands
                                                    Year Ended June 30,
                                         ---------------------------------------
                                          2000            1999             1998
                                         -------         -------         -------
     Current:
        Federal                          $10,020         $13,506         $12,252
        State                                928             905             902
                                         -------         -------         -------
                                          10,948          14,411          13,154
                                         -------         -------         -------
     Deferred:
        Federal                           23,554          16,471           9,730
        State                                966           1,794           1,041
                                         -------         -------         -------
                                          24,520          18,265          10,771
                                         -------         -------         -------
                                         $35,468         $32,676         $23,925
                                         =======         =======         =======

                                       39
<PAGE>
(7)  INCOME TAXES (CONTINUED)

     Deferred  tax  assets  and   liabilities   have  been   recognized  in  the
     consolidated balance sheets due to temporary  differences and carryforwards
     as follows:

                                                                In Thousands
                                                                 at June 30,
                                                           ---------------------
                                                             2000         1999
                                                           --------     --------
     Deferred tax assets:
       Net operating loss carryforwards                    $  1,252     $  1,401
       Tax credit carryforwards                               3,045          900
       Property and equipment, principally due to
        differences in depreciation                          15,923       10,925
       State income taxes                                     1,728        1,512
       Deferred compensation                                  8,570        7,584
       Accruals                                              18,907       13,882
       Deferred income                                       10,161        1,017
       Other                                                  2,796        1,753
                                                           --------     --------
                                                             62,382       38,974
       Valuation allowance                                    3,389        3,389
                                                           --------     --------
                                                             58,993       35,585
                                                           --------     --------
     Deferred tax liabilities:
       Real estate, principally due to basis differences    105,001       57,641
       Other                                                  1,022          454
                                                           --------     --------
                                                            106,023       58,095
                                                           --------     --------
               Net deferred income tax liability           $ 47,030     $ 22,510
                                                           ========     ========

     Income taxes differ from the amounts  computed using the federal  statutory
     income tax rate as a result of the following:

<TABLE>
<CAPTION>
                                                                                    In Thousands
                                                                                Year Ended June 30,
                                                                       ------------------------------------
                                                                         2000          1999          1998
                                                                       --------      --------      --------
<S>                                                                   <C>           <C>           <C>
     Expected taxes at current federal statutory income tax rate       $ 38,372      $ 31,768      $ 23,260
     State income taxes, net of federal benefit                           3,656         2,696         2,438
     Federal and state tax credits                                       (2,367)       (2,146)       (1,798)
     Adjustments due to the settlement of audits and resolution
      of issues                                                          (4,000)           85          (351)
     Other                                                                 (193)          273           376
                                                                       --------      --------      --------
               Income taxes                                            $ 35,468      $ 32,676      $ 23,925
                                                                       ========      ========      ========
</TABLE>

     At June 30, 2000 the Company had a state net operating loss carryforward of
     $25.0 million that begins to expire in fiscal 2010.

     There were no net changes in the total  valuation  allowance  for the years
     ended June 30,  2000 and 1999.  Management  believes it is more likely than
     not that the results of future operations will generate  sufficient taxable
     income to realize  the  deferred  tax  assets as  reduced by the  valuation
     allowance.

                                       40
<PAGE>
(8)  COMMON STOCK RESERVED

     The Company has six employee stock option plans: the 1981 Stock Option Plan
     (under which no grants can be made  subsequent to December 31,  1991);  the
     1986 Stock Option and Stock Appreciation  Rights (SAR) Plan (under which no
     grants can be made  subsequent to December 31, 1995);  and the 1991,  1993,
     1995 and 1998 Executive  Long-Term  Incentive Plans  (ELTIPs),  which cover
     both options and restricted stock grants. Options under each of these plans
     are granted to key  employees to purchase  shares of the  Company's  common
     stock at a price not less than the current  market price at the date of the
     grant.  The options are exercisable over a ten-year period from the date of
     the grant.  Shares authorized for grant under the 1991 ELTIP total 750,000.
     Shares authorized for grant under the 1993 ELTIP total 1,200,000,  of which
     no more  than  450,000  may be used for  restricted  stock  grants.  Shares
     authorized for grant under the 1995 ELTIP total 1,200,000, of which no more
     than 100,000 may be used for restricted stock grants. Shares authorized for
     grant under the 1998 ELTIP total  1,000,000,  of which no more than 100,000
     may be used for time-based restricted stock grants and no more than 100,000
     may be used for performance-based restricted stock grants.

     The Company  also has the 1991  Directors'  Stock Plan,  the 1995  Director
     Stock Plan and the 1998  Director  Stock Plan,  under which  options may be
     granted to the Directors of the Company to purchase shares of the Company's
     common stock at a price not less than the current  market price at the date
     of grant. Under these plans the Directors may elect to defer some or all of
     their annual  retainers  and receive  restricted  stock or stock options at
     prices that,  when combined with the amounts of deferred  retainers,  equal
     the current market price at the date of the grant.  Shares authorized under
     these plans total 75,000 per plan (225,000 shares in the aggregate).

     The  Company  has  adopted  the  disclosure  requirements  of SFAS No. 123,
     ACCOUNTING FOR STOCK-BASED  COMPENSATION.  As permitted under SFAS No. 123,
     the  Company  measures  employee  stock-based  compensation  expense as the
     excess of the market  price at the grant date over the amount the  employee
     must pay for the stock.

     SFAS No. 123  requires  disclosure  of pro forma net earnings and pro forma
     net  earnings  per share as if the fair value based method had been applied
     in measuring  employee  compensation  expense for awards  granted in fiscal
     1996 through fiscal 2000. Management believes that the fiscal 1999 and 1998
     pro forma amounts may not be  representative  of the effects of stock-based
     awards on future pro forma net earnings and pro forma net earning per share
     because, among other reasons, those pro forma amounts exclude the pro forma
     employee  compensation  expense  related to unvested stock options  granted
     before fiscal 1996.

     Reported and such pro forma net earnings,  in  thousands,  and net earnings
     per share amounts for the years ended June 30, 2000,  1999 and 1998 are set
     forth below:

                                                      2000       1999      1998
                                                      ----       ----      ----
     Reported:
       Net earnings                                  $74,165   $58,090   $42,533
       Net earnings per share - basic                   4.06      3.20      2.39
       Net earnings per share - assuming dilution       4.00      3.11      2.30

     Pro forma:
       Net earnings                                   72,550    56,890    41,588
       Net earnings per share - basic                   3.97      3.13      2.33
       Net earnings per share - assuming dilution       3.91      3.04      2.25

                                       41
<PAGE>
(8)  COMMON STOCK RESERVED (CONTINUED)

     The fair values of employee  stock  options  granted were  estimated on the
     dates of their grant using the Black-Scholes  option pricing model based on
     the following weighted average assumptions:

                                                     2000       1999       1998
                                                     ----       ----       ----
     Risk free interest rate                        6.70%       5.71%      5.65%
     Expected life (in years)                        7.5         7.4        7.5
     Expected volatility                              33%         30%        29%
     Expected dividend yield                        0.68%       0.82%      1.08%

     Stock option activity for the years ended June 30, 2000,  1999, and 1998 is
     summarized as follows:

<TABLE>
<CAPTION>
                                                      2000                   1999                   1998
                                              --------------------    -------------------    -------------------
                                                          Weighted               Weighted               Weighted
                                                           Average                Average                Average
                                                          Exercise               Exercise               Exercise
                                               Options      Price      Options     Price      Options    Price
                                               -------      -----      -------     -----      -------    -----
<S>                                           <C>          <C>        <C>         <C>        <C>         <C>
     Options outstanding, beginning of year   1,932,821    $18.21     1,807,632   $16.61     1,981,613   $15.12
       Granted                                  415,500     22.70       372,879    25.91       372,750    20.97
       Exercised                               (195,530)    11.36      (138,570)   15.79      (460,506)   13.30
       Canceled                                 (80,190)    22.16      (109,120)   21.02       (86,225)   19.06
                                             ----------    ------    ----------   ------    ----------   ------
     Options outstanding at end of year       2,072,601    $19.60     1,932,821   $18.21     1,807,632   $16.61
                                             ==========    ======    ==========   ======    ==========   ======
     Options exercisable at end of year       1,176,002    $17.28     1,098,619   $15.16     1,050,291   $14.47
                                             ==========    ======    ==========   ======    ==========   ======
     Weighted average fair value of
      options granted during year                     $10.73                  $10.90                  $8.32
                                                      ======                  ======                  =====
</TABLE>

     Stock options outstanding at June 30, 2000 were as follows:

<TABLE>
<CAPTION>
                                   Options Outstanding               Options Exercisable
                          --------------------------------------   -----------------------
                                                       Weighted                 Weighted
                                    Weighted Average   Average                   Average
       Range of                        Remaining       Exercise                 Exercise
     Exercise Price       Options   Contractual Life    Price        Options     Price
     --------------       -------   ----------------    -----        -------     -----
<S>                     <C>            <C>             <C>            <C>        <C>
     $  8.00 - $ 9.89      100,419     0.7 years       $  8.82        100,419    $  8.82
      $10.97 - $14.53      229,686     2.5               13.67        229,686      13.67
      $15.71 - $18.10      482,966     5.0               16.40        404,666      16.41
      $20.56 - $27.22    1,259,530     7.8               22.77        441,231      21.89
                         ---------                                  ---------
                         2,072,601     6.2 years       $ 19.60      1,176,002    $ 17.28
                         =========     ===             =======      =========    =======
</TABLE>

     Shares granted, net of cancellations,  under the Company's restricted stock
     plans  during  the years  ended  June 30,  2000,  1999 and 1998  aggregated
     120,335 shares, 96,930 shares and 128,070 shares, respectively. The Company
     recognized  compensation  expense of $4.4  million,  $2.4  million and $1.8
     million related to shares granted under the restricted  stock plans for the
     years ended June 30, 2000, 1999 and 1998, respectively.

(9)  DEFINED CONTRIBUTION PLAN

     The Company sponsors a defined  contribution  retirement  savings plan that
     covers  substantially  all employees of the Company after completion of six
     months of service.  Company  contributions  to this plan, which can include
     amounts  based  on a  percentage  of  employee  contributions  as  well  as
     discretionary  contributions,  were $3.2  million,  $1.3  million  and $1.7
     million for the years ended June 30, 2000, 1999 and 1998, respectively.

                                       42
<PAGE>
(10) REVENUES AND COSTS AND EXPENSES

     The components of revenues and costs and expenses:

<TABLE>
<CAPTION>
                                                             In Thousands
                                                           Year Ended June 30,
                                               ----------------------------------------
                                                  2000           1999           1998
                                               ----------     ----------     ----------
<S>                                       <C>             <C>              <C>
     Revenues:
      Homebuilding:
       Active adult communities                $1,318,092     $1,084,463     $  830,728
       Family and country club communities        583,744        302,658        287,656
                                               ----------     ----------     ----------
                                                1,901,836      1,387,121      1,118,384
       Models/vacation getaway homes with
        long-term leaseback*                       31,435             --             --
                                               ----------     ----------     ----------
           Total homebuilding                   1,933,271      1,387,121      1,118,384
       Land and facility sales                     76,237         61,861         48,522
       Other                                       30,495         17,199         10,861
                                               ----------     ----------     ----------
                                               $2,040,003     $1,466,181     $1,177,767
                                               ==========     ==========     ==========
</TABLE>

----------
*    For the fiscal year ended June 30, 2000,  revenues (in thousands)  from the
     sale of models/vacation  getaway homes with long-term leasebacks are net of
     deferred profits of $14,174.  These deferred profits are being amortized as
     reductions  of  selling,  general  and  administrative  expenses  over  the
     leaseback periods.

<TABLE>
<CAPTION>
<S>                                                              <C>            <C>            <C>
     Costs and expenses:
       Home construction and land:
         Active adult communities                                 $   997,487    $   807,518    $   624,361
         Family and country club communities                          463,454        244,607        237,332
                                                                  -----------    -----------    -----------
                                                                    1,460,941      1,052,125        861,693
         Models/vacation getaway homes with long-term leaseback        31,435             --             --
                                                                  -----------    -----------    -----------
           Total homebuilding                                       1,492,376      1,052,125        861,693
       Cost of land and facility sales                                 59,765         52,268         33,479
       Other cost of sales                                             22,902          8,132          3,582
                                                                  -----------    -----------    -----------
           Total home construction, land and other                  1,575,043      1,112,525        898,754
       Selling, general and administrative                            269,704        203,711        166,343
       Interest                                                        85,623         59,179         46,212
                                                                  -----------    -----------    -----------
                                                                  $ 1,930,370    $ 1,375,415    $ 1,111,309
                                                                  ===========    ===========    ===========
</TABLE>

(11) INTEREST

     The following table shows the components of interest:

<TABLE>
<CAPTION>
                                                                                In Thousands
                                                                             Year Ended June 30,
                                                                  --------------------------------------
                                                                    2000           1999           1998
                                                                  ---------      --------       --------
<S>                                                              <C>            <C>            <C>
     Interest incurred and capitalized                            $ 105,829      $ 82,731       $ 61,546
                                                                  =========      ========       ========
     Amortization of capitalized interest in costs and expenses   $  85,623      $ 59,179       $ 46,212
                                                                  =========      ========       ========
     Unamortized capitalized interest included
       in real estate inventories at year end                     $ 105,213      $ 85,007       $ 61,455
                                                                  =========      ========       ========
     Interest income                                              $     849      $  1,081       $  1,072
                                                                  =========      ========       ========
</TABLE>

     Interest income is included in other revenues.

                                       43
<PAGE>
(12) SEGMENT INFORMATION

     The Company  conducts its  operations  in two primary  segments in Arizona,
     California,  Florida,  Illinois,  Nevada,  South  Carolina  and Texas.  The
     Company's active adult communities (primarily its Sun City communities) are
     generally large-scale,  master planned communities with extensive amenities
     for  people  age 55  and  over.  The  Company's  family  and  country  club
     communities  are open to people of all ages and are generally  developed in
     metropolitan  or market  areas in which the  Company is  developing  active
     adult  communities.  Within all of its communities,  the Company is usually
     the exclusive builder of homes.

     Both of the Company's  primary segments generate their revenues through the
     sale of homes  (and,  to a much  lesser  extent,  land and  facilities)  to
     external  customers in the United  States.  The Company is not dependent on
     any major customer.

     Information  as to the  operations  of the  Company in  different  business
     segments  is  set  forth  below  based  on  the  nature  of  the  Company's
     communities and their customers.  Certain information has not been included
     by segment  due to the  immateriality  of the amount to the  segments or in
     total. The Company evaluates segment  performance based on several factors,
     of which the primary  financial  measure is earnings  before  interest  and
     taxes ("EBIT").  The accounting  policies of the business  segments are the
     same as those described in Note 1 for the Company. There are no significant
     intersegment transactions.

<TABLE>
<CAPTION>
                                                                     In Thousands
                                                                  Year Ended June 30,
                                                   ---------------------------------------------
                                                      2000             1999             1998
                                                   -----------      -----------      -----------
<S>                                              <C>               <C>             <C>
     Revenues:
       Active adult communities                    $ 1,375,776      $ 1,111,366      $   846,837
       Family and country club communities             659,343          344,051          321,591
       Corporate and other                               4,884           10,764            9,339
                                                   -----------      -----------      -----------
                                                   $ 2,040,003      $ 1,466,181      $ 1,177,767
                                                   ===========      ===========      ===========
     EBIT:
       Active adult communities                    $   194,921      $   171,311      $   122,968
       Family and country club communities              79,920           39,548           37,862
       Corporate and other                             (79,585)         (60,914)         (48,160)
                                                   -----------      -----------      -----------
                                                   $   195,256      $   149,945      $   112,670
                                                   ===========      ===========      ===========
     Amortization of Capitalized Interest:
       Active adult communities                    $    60,713      $    44,816      $    33,492
       Family and country club communities              24,910           14,363           12,720
       Corporate and other                                  --               --               --
                                                   -----------      -----------      -----------
                                                   $    85,623      $    59,179           46,212
                                                   ===========      ===========      ===========
     Assets at Year End:
       Active adult communities                    $ 1,367,608      $ 1,280,808      $   948,347
       Family and country club communities             468,080          462,536          268,807
       Corporate and other                             145,069          123,453           93,308
                                                   -----------      -----------      -----------
                                                   $ 1,980,757      $ 1,866,797      $ 1,310,462
                                                   ===========      ===========      ===========
     Expenditures for Real Estate Inventories:
       Active adult communities                    $ 1,050,587      $ 1,053,866      $   698,763
       Family and country club communities             495,115          452,787          253,589
       Corporate and other                              11,573              103              312
                                                   -----------      -----------      -----------
                                                   $ 1,557,275      $ 1,506,756      $   952,664
                                                   ===========      ===========      ===========
     Purchases of Property and Equipment:
       Active adult communities                    $     5,237      $    19,733      $    13,822
       Family and country club communities               1,923              904              523
       Corporate and other                               9,854           22,843            2,510
                                                   -----------      -----------      -----------
                                                   $    17,014      $    43,480      $    16,855
                                                   ===========      ===========      ===========
</TABLE>

                                       44
<PAGE>
(12) SEGMENT INFORMATION (CONTINUED)

                                                          In Thousands
                                                       Year Ended June 30,
                                                 -------------------------------
                                                   2000        1999        1998
                                                 -------     -------     -------
     Depreciation and Other Amortization:
       Active adult communities                  $ 3,797     $ 3,303     $ 2,708
       Family and country club communities           768         275         470
       Corporate and other                         5,973       4,556       3,547
                                                 -------     -------     -------
                                                 $10,538     $ 8,134     $ 6,725
                                                 =======     =======     =======

(13) CONTINGENT LIABILITIES AND COMMITMENTS

     The Company is a party to various legal proceedings arising in the ordinary
     course of  business.  While it is not  feasible  to  predict  the  ultimate
     disposition  of these matters,  it is the opinion of management  that their
     outcome will not have a material adverse effect on the financial statements
     of the Company taken as a whole.

     The  Company  has  issued  surety  bonds  and  standby  letters  of  credit
     aggregating $210.9 million at June 30, 2000.

     The Company  leases from third  parties,  under  operating  leases,  office
     space, model homes, apartment units which it rents to prospective customers
     at its large-scale active adult communities, automobiles, computers, office
     equipment,  golf  course  equipment,  heavy  machinery  and  certain  other
     equipment.  The leases are generally  renewable at the Company's option for
     additional  periods.  Total rent expense  incurred by the Company was $19.4
     million, $13.6 million and $10.5 million for the years ended June 30, 2000,
     1999 and 1998,  respectively.  Minimum lease  payments (in thousands) to be
     made by the Company under non-cancelable lease agreements are as follows:

                            2001         $ 16,356
                            2002           12,934
                            2003            8,659
                            2004            6,201
                            2005            4,054
                     Later years           13,883
                                         --------
                                         $ 62,087
                                         ========

(14) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     Quarterly financial  information for the years ended June 30, 2000 and 1999
     is presented below. The sum of the individual  quarterly data may not equal
     the annual data due to rounding and fluctuations in weighted average shares
     outstanding on a quarter-to-quarter basis.

<TABLE>
<CAPTION>
                                                             In Thousands Except Per Share Data
                                                                     Three Months Ended
                                                    ----------------------------------------------------
                                                    June 30,    March 31,   December 31,   September 30,
                                                      2000        2000         1999            1999
                                                    --------    --------     --------        --------
<S>                                                 <C>         <C>          <C>             <C>
     Revenues                                       $635,029    $499,799     $495,613        $409,562
     Net earnings                                     30,706      15,986       13,689          13,784
     Net earnings per share - basic                     1.67         .87          .75             .76
     Net earnings per share - assuming dilution         1.67         .86          .73             .74

                                                    June 30,    March 31,   December 31,   September 30,
                                                      1999        1999         1998            1998
                                                    --------    --------     --------        --------
     Revenues                                       $518,858    $325,428     $354,248        $268,647
     Net earnings                                     23,724      12,469       13,483           8,414
     Net earnings per share - basic                     1.30         .68          .74             .46
     Net earnings per share - assuming dilution         1.27         .66          .72             .45
</TABLE>

                                       45
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES         SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS           -----------
                    YEARS ENDED JUNE 30, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                             In Thousands
                                              -------------------------------------------------------------------
                                                            Additions      Additions
                                              Balance at    Charged to    Charged to
                                              Beginning     Costs and        Other                    Balance at
                                               of Year      Expenses       Accounts     Deductions    End of Year
                                               -------      --------       --------     ----------    -----------
<S>                                          <C>           <C>              <C>           <C>        <C>
2000
Reserves for disposal costs of discontinued
 operations                                    $ 7,266        $ --          $    --       $ 7,266        $    --
                                               -------        ----          -------       -------        -------
                                               $ 7,266        $ --          $    --       $ 7,266        $    --
                                               =======        ====          =======       =======        =======
1999
Reserve for residential land development
 project                                       $ 7,898        $ --          $    --       $ 7,898        $    --
Reserves for disposal costs of discontinued
 operations                                      9,703          --               --         2,437          7,266
                                               -------        ----          -------       -------        -------
                                               $17,601        $ --          $    --       $10,335        $ 7,266
                                               =======        ====          =======       =======        =======
1998
Reserve for residential land development
 project                                       $ 7,491        $ --          $   407       $    --        $ 7,898
Reserves for disposal costs of discontinued
 operations                                     10,382          --               --           679          9,703
                                               -------        ----          -------       -------        -------
                                               $17,873        $ --          $   407       $   679        $17,601
                                               =======        ====          =======       =======        =======
</TABLE>

                                       46
<PAGE>
                              DEL WEBB CORPORATION
                           Report on Form 10-K For The
                            Year Ended June 30, 2000


                               10-K EXHIBIT INDEX
                        NON-FINANCIAL STATEMENT EXHIBITS

Exhibits Filed

EXHIBIT NO.
-----------
   3.1      The amended and restated By-Laws of Del Webb  Corporation  effective
            November  1, 1994,  as  amended on  February  13,  1996,  as amended
            February 10, 2000.

   10.1     Third Amended and Restated  Revolving Loan Agreement  among Del Webb
            Corporation and Bank of America,  N.A., as Administrative  Agent and
            Bank One,  NA, as  Syndication  Agent,  entered  into as of June 22,
            2000.

   10.2     Current   list  of   participants   to  the  Del  Webb   Corporation
            Supplemental Executive Retirement Plan No. 2.

   10.3     Current  list of  Directors  and  Officers  that  are  party  to the
            Directors and Officers Indemnification Agreement.

   10.4     Current list of Directors and Officers that are party to a Change in
            Control Agreement.

   10.5     Del Webb Corporation  Management Incentive Plan Fiscal 2001 (July 1,
            2000 - June 30, 2001).

   10.6     2000/01 Executive  Management Incentive Plan Award Agreement between
            the Registrant and LeRoy C. Hanneman, Jr. dated July 20, 2000.

   10.7     Del Webb Corporation  Supplemental  Executive Retirement Plan No. 2,
            Amendment No. 5 effective as of July 22, 1999.

   10.8     Second Amendment to Employment and Consulting  Agreement between the
            registrant and Philip J. Dion dated November 19, 1999.

   21.0     Subsidiaries of the Registrant.

   23.0     Consent of KPMG LLP.
<PAGE>
   27       Financial Data Schedule.


     In addition to those Exhibits shown above, the Company hereby  incorporates
the  following  Exhibits  pursuant  to Exchange  Act Rule 12b-32 and  Regulation
ss.229.10(d) by reference to the fillings set forth below:

EXHIBIT NO.

   3.0      Amended and Restated Certificate of Incorporation of the Registrant,
            incorporated by reference to Exhibit 99.0 to Registrant's  Report on
            Form 10-Q for the quarter ended September 30, 1994.


   4.1      Indenture  dated as of May 11,  1998  between  Registrant  and State
            Street Bank and Trust  Company,  as Trustee,  defining the rights of
            holders  of the 9 3/8%  Senior  Subordinated  Debentures  due  2009,
            incorporated by reference to Exhibit 1.1 to  Registrant's  Report on
            Form 8-K dated May 11, 1998.

   4.2      Indenture dated as of March 8, 1993 between  Registrant and Fidelity
            Trust  Company,  New York,  as Trustee,  defining  the rights of the
            holders  of the 9 3/4%  Senior  Subordinated  Debentures  due  2003,
            incorporated by reference to Exhibit 4.1 to  Registrant's  Report on
            Form 8-K dated March 8, 1993.

   4.3      Indenture dated as of February 11, 1994,  between Registrant and The
            Bank of New York, as Trustee,  defining the rights of the holders of
            the 9% Senior  Subordinated  Debentures  due 2006,  incorporated  by
            reference  to Exhibit 4.1 to  Registrant's  Report on Form 8-K dated
            February 11, 1994.

   4.4      Indenture dated as of January 21, 1997, between Registrant and State
            Street Bank and Trust  Company,  as Trustee,  defining the rights of
            the holders of the 9 3/4% Senior  Subordinated  Debentures due 2008,
            incorporated by reference to Exhibit 1.1 to  Registrant's  Report on
            Form 8-K dated January 21, 1997.

   4.5      Indenture dated as of February 18, 1999, between Registrant and Bank
            of Montreal  Trust Company,  as Trustee,  defining the rights of the
            holders  of the 10 1/4%  Senior  Subordinated  Debentures  due 2010,
            incorporated by reference to Exhibit 1.2 to  Registrant's  Report on
            Form 8-K dated  February  18,  1999;  as  supplemented  by the First
            Supplemental Indenture, incorporated by reference to Exhibit 10.2 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            1999.
<PAGE>
   10.9     Change  in  Control  Agreement  letter  dated  March  15,  1999,  as
            incorporated by reference to Exhibit 10.14 to Registrant's Report on
            Form 10-Q for the quarter ended March 31, 1999.

   10.10    Del Webb Corporation  Deferred  Compensation  Plan effective June 1,
            1993,  incorporated  by reference  to Exhibit  10.7 to  Registrant's
            Report on Form 10-K for the year ended June 30, 1993.

   10.11    1981 Stock Option  Plan,  as amended,  incorporated  by reference to
            Exhibit 10.18 to Registrant's Report on Form 10-K for the year ended
            June 30, 1993.

   10.12    1986  Stock  Option  and SAR  Plan of the Del Webb  Corporation,  as
            amended,  incorporated by reference to Exhibit 10.19 to Registrant's
            Report on Form 10-K for the year ended June 30, 1993.

   10.13    Del Webb  Corporation  Executive  Long-Term  Incentive  Plan adopted
            November 20, 1991, as amended,  incorporated by reference to Exhibit
            10.10 to  Registrant's  Report on Form 10-K for the year  ended June
            30, 1997; as amended by the Third  Amendment to Plan effective as of
            February  11,  1998,  incorporated  by  reference to Exhibit 10.8 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            1999.

   10.14    Del Webb  Corporation  1993 Executive Long Term Incentive Plan dated
            March 17,  1994,  as amended,  incorporated  by reference to Exhibit
            10.11 to  Registrant's  Report on Form 10-K for the year  ended June
            30, 1997; as amended by the Second Amendment to Plan effective as of
            February  11,  1998,  incorporated  by  reference to Exhibit 10.7 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            1999.

   10.15    Del Webb Corporation 1995 Executive Long-Term Incentive Plan adopted
            July 13,  1995,  as amended,  incorporated  by  reference to Exhibit
            10.25 to  Registrant's  Report on Form 10-K for the year  ended June
            30, 1997; as amended by the Second Amendment to Plan effective as of
            February  11,  1998,  incorporated  by  reference to Exhibit 10.6 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            1999.

   10.16    Del Webb Corporation 1998 Executive Long-Term Incentive Plan adopted
            November  4, 1998,  incorporated  by  reference  to Exhibit  10.8 to
            Registrant's Report on Form 10-K for the year ended June 30, 1999.

   10.17    Del Webb  Corporation  Director  Stock Plan dated November 20, 1991,
            incorporated by reference to Exhibit 10.13 to Registrant's Report on
            Form 10-K for the year ended June 30, 1993;  as amended by the First
            Amendment to Plan effective as of February 11, 1998, incorporated by
            reference  to Exhibit 10.5 to  Registrant's  Report on Form 10-Q for
            the quarter ended March 31, 1999.
<PAGE>
   10.18    Del Webb Corporation 1995 Director Stock Plan adopted July 13, 1995,
            incorporated by reference to Exhibit 10.26 to Registrant's Report on
            Form 10-K for the year ended June 20, 1995;  as amended by the First
            Amendment to Plan effective as of February 11, 1998, incorporated by
            reference  to Exhibit 10.3 to  Registrant's  Report on Form 10-Q for
            the quarter ended March 31, 1999.

   10.19    Del Webb Corporation 1998 Director Stock Plan adopted July 23, 1998,
            incorporated by reference to Exhibit 10.9 to Registrant's  Report on
            Form 10-K for the year ended June 30, 1999.

   10.20    Del E. Webb  Corporation  Umbrella  Trust  dated June 11,  1987,  as
            amended,  incorporated by reference to Exhibit 10.23 to Registrant"s
            Report on Form 10-K for the year ended June 30, 1996.

   10.21    Del  Webb  Corporation  1995  Executive  Management  Incentive  Plan
            adopted July 13, 1995, incorporated by reference to Exhibit 10.27 to
            Registrant's  Report on Form 10-K for the year ended June 30,  1995;
            as amended by the First  Amendment to Plan  effective as of February
            11, 1998,  incorporated by reference to Exhibit 10.4 to Registrant's
            Report on Form 10-Q for the quarter ended March 31, 1999.

   10.22    Key Executive Life  Insurance Plan dated May 15, 1991,  incorporated
            by reference to Exhibit  10.10 to  Registrant's  Report on Form 10-K
            for the year ended June 30,  1991;  as amended on November 18, 1994,
            incorporated by reference to Exhibit 10.9 to Registrant's  Report on
            Form 10-K for the year ended June 30, 1996.

   10.23    Key  Executive   Life   Insurance  Plan  II  dated  April  1,  1992,
            incorporated by reference to Exhibit 10.8 to Registrant's  Report on
            Form 10-K for the year ended June 30,  1992;  as amended on November
            8, 1994,  incorporated  by reference to Exhibit 10.8 to Registrant's
            Report on Form 10-K for the year ended June 30, 1996.

   10.24    Key Executive Life Plan Plus dated August 23, 1995,  incorporated by
            reference to Exhibit 10.32 to  Registrant's  Report on Form 10-K for
            the year ended June 30, 1996.

   10.25    Key Executive Life Plan 1995 dated October 5, 1995,  incorporated by
            reference to Exhibit 10.33 to  Registrant's  Report on Form 10-K for
            the year ended June 30, 1996.

   10.26    Senior Officer Medical and Dental Reimbursement Plan, as amended and
            restated  November  16, 1992,  incorporated  by reference to Exhibit
            10.17 to  Registrant's  Report on Form 10-K for the year  ended June
            30, 1993.
<PAGE>
   10.27    Group Term Carve-Out Plan dated November 18, 1994,  incorporated  by
            reference to Exhibit 10.34 to  Registrant's  Report on Form 10-K for
            the year ended June 30, 1996.

   10.28    Del Webb Corporation  Supplemental  Executive Retirement Plan No. 1,
            as amended and restated April 20, 1993, incorporated by reference to
            Exhibit 10.12 to Registrant's Report on Form 10-K for the year ended
            June  30,  1993;  as  amended  by  First  Amendment  to the Del Webb
            Corporation  Supplemental  Executive Retirement Plan No. 1 effective
            July  1,  1995,  incorporated  by  reference  to  Exhibit  10.13  to
            Registrant's  Report on Form 10-K for the year ended June 30,  1995;
            as  amended  by  Second   Amendment  to  the  Del  Webb  Corporation
            Supplemental  Executive  Retirement  Plan No. 1  effective  June 26,
            1996,  incorporated  by reference to Exhibit  10.10 to  Registrant's
            Report on Form 10-K for the year ended June 30, 1999;  as amended by
            the Third  Amendment to Plan dated March 10, 1999,  incorporated  by
            reference  to Exhibit 10.9 to  Registrant's  Report on Form 10-Q for
            the quarter ended March 31, 1999.

   10.29    Supplemental Executive Retirement Plan No. 1 Participation Agreement
            between the  Registrant  and Philip J. Dion,  amended  and  restated
            effective July 25, 1996,  incorporated by reference to Exhibit 10.30
            to  Registrant's  Report  on Form 10-K for the year  ended  June 30,
            1996.

   10.30    Del Webb Corporation  Supplemental  Executive Retirement Plan No. 2,
            as amended and restated April 20, 1993, incorporated by reference to
            Exhibit 10.16 to Registrant's Report on Form 10-K for the year ended
            June  30,  1993;  as  amended  by  First  Amendment  to the Del Webb
            Corporation  Supplemental  Executive Retirement Plan No. 2 effective
            July  1,  1995,  incorporated  by  reference  to  Exhibit  10.16  to
            Registrant's  Report on Form 10-K for the year ended June 30,  1995;
            as  amended  by  Second   Amendment  to  the  Del  Webb  Corporation
            Supplemental  Executive  Retirement  Plan No. 2  effective  July 26,
            1996,  incorporated  by reference to Exhibit  10.11 to  Registrant's
            Report on Form 10-K for the year ended June 30, 1999;  as amended by
            Third Amendment to the Del Webb Corporation  Supplemental  Executive
            Retirement Plan No. 2 effective  February 11, 1998,  incorporated by
            reference to Exhibit 10.12 to  Registrant's  Report on Form 10-K for
            the year ended June 30, 1999; as amended by the Fourth  Amendment to
            Plan dated March 10,  1999,  incorporated  by  reference  to Exhibit
            10.10 to  Registrant's  Report  on Form 10-Q for the  quarter  ended
            March 31, 1999.

   10.31    Supplemental Executive Retirement Plan No. 2 Participation Agreement
            as of April 11, 1997  between the  Registrant  and John H.  Gleason,
            incorporated by reference to Exhibit 10.40 to Registrant's Report on
            Form 10-K for the year ended June 30, 1997.
<PAGE>
   10.32    Supplemental Executive Retirement Plan No. 2 Participation Agreement
            as of April 11, 1997 between the  Registrant  and LeRoy C. Hanneman,
            Jr.,  incorporated  by  reference to Exhibit  10.41 to  Registrant's
            Report on Form 10-K for the year ended June 30, 1997.

   10.33    Supplemental Executive Retirement Plan No. 2 Participation Agreement
            as of April 11, 1997 between the  Registrant  and Anne L.  Mariucci,
            incorporated by reference to Exhibit 10.42 to Registrant's Report on
            Form 10-K for the year ended June 30, 1997.

   10.34    Supplemental  Executive  Retirement  Plan No. 2 amended and restated
            Participation   Agreement  as  of  January  1,  2000,   between  the
            Registrant  and Frank D.  Pankratz,  incorporated  by  reference  to
            Exhibit  10.8 to  Registrant's  Report on Form 10-Q for the  quarter
            ended March 31, 2000.

   10.35    Supplemental  Executive  Retirement  Plan No. 2 amended and restated
            Participation   Agreement  as  of  January  1,  2000,   between  the
            Registrant  and  Charles T.  Roach,  incorporated  by  reference  to
            Exhibit  10.6 to  Registrant's  Report on Form 10-Q for the  quarter
            ended March 31, 2000.

   10.36    Supplemental  Executive  Retirement  Plan No. 2 amended and restated
            Participation   Agreement  as  of  January  1,  2000,   between  the
            Registrant  and David G.  Schreiner,  incorporated  by  reference to
            Exhibit  10.7 to  Registrant's  Report on Form 10-Q for the  quarter
            ended March 31, 2000.

   10.37    Employment and Consulting Agreement dated July 10, 1996, between the
            Registrant and Philip J. Dion,  incorporated by reference to Exhibit
            10.2 to Registrant's Report on Form 10-K for the year ended June 30,
            1996;  as amended by the  Amendment to Agreement  entered into as of
            March  9,  1999,  incorporated  by  reference  to  Exhibit  10.11 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            1999; as amended by the Third Amendment to Agreement entered into as
            of February 28, 2000,  incorporated  by reference to Exhibit 10.9 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            2000.

   10.38    Employment Agreement dated April 11, 1997 between the Registrant and
            John H.  Gleason,  incorporated  by  reference  to Exhibit  10.36 to
            Registrant's  Report on Form 10-K for the year ended June 10,  1997;
            as amended by the  Amendment to  Agreement  entered into as of March
            22, 1999, incorporated by reference to Exhibit 10.13 to Registrant's
            Report on Form 10-Q for the quarter ended March 31, 1999.

   10.39    Employment Agreement dated April 11, 1997 between the Registrant and
            LeRoy C.  Hanneman,  incorporated  by reference to Exhibit  10.37 to
            Registrant's  Report on Form 10-K for the year ended June 30,  1997;
            as amended by the  Amendment to  Agreement  entered into as of March
<PAGE>
            22, 1999, incorporated by reference to Exhibit 10.12 to Registrant's
            Report on Form 10-Q for the quarter ended March 31, 1999.

   10.40    Employment  Agreement  dated January 1, 2000 between the  Registrant
            and John A.  Spencer,  incorporated  by reference to Exhibit 10.1 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            2000.

   10.41    Employment  Agreement  dated January 1, 2000 between the  Registrant
            and Charles T. Roach,  incorporated  by reference to Exhibit 10.2 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            2000.

   10.42    Employment  Agreement  dated January 1, 2000 between the  Registrant
            and David G. Schreiner, incorporated by reference to Exhibit 10.3 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            2000.

   10.43    Employment  Agreement  dated January 1, 2000 between the  Registrant
            and Frank D. Pankratz,  incorporated by reference to Exhibit 10.4 to
            Registrant's  Report on Form 10-Q for the  quarter  ended  March 31,
            2000.

   10.44    Form of Directors  and Officers  Indemnification  Agreement  between
            Registrant and its directors and officers, incorporated by reference
            to Exhibit  10.24 to  Registrant's  Report on Form 10-K for the year
            ended June 30, 1997.

   10.45    Asset  Acquisition  Agreement,  dated December 22, 1997 by and among
            Del Webb  Communities,  Inc. and Spruce Creek Golf and Country Club,
            Inc.,  Spruce Creek Golf and Country Club  Homeowners'  Association,
            Inc.  and  Spruce  Creek  Preserve   Homeowners'?Association,   Inc.
            incorporated by reference to Exhibit 99.1 to Registrant's  Report on
            Form 10-Q dated May 14, 1998.

   10.46    Agreement of Purchase and Sale between Del Webb Conservation Holding
            Corp.  and American  Land  Conservancy  for  acquisition  of Dreyfus
            property  located  on the  eastern  shore of Lake  Tahoe  in  Washoe
            County,  Nevada,  incorporated  by  reference  to  Exhibit  10.1  to
            Registrant's Report on Form10-Q dated February 9, 1998.

*    Reports  filed  under  File No.  1-4785  were  filed in the  office  of the
     Security and Exchange Commission located in Washington, D.C.