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, 1998 TO JUNE 30, 1999.

[ ]  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 30, 1999 was 18,215,535 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 $405,300,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of  Registrant's  definitive  Proxy Statement for the Annual Meeting of
Shareholders to be held on November 4, 1999 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, 1999

                                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...........8
          Executive Officers of the Company....................................8
          Employees............................................................9

ITEM 3.   Legal Proceedings....................................................9

ITEM 4.   Submission of Matters to a Vote of Security Holders..................9

                                     PART II

ITEM 5.   Market for the Registrant's Common Equity and
            Related Stockholder Matters.......................................10

ITEM 6.   Selected Consolidated Financial Data................................11

ITEMS 7.
AND 7A.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations.........................................12

ITEM 8.   Financial Statements and Supplementary Data.........................20

ITEM 9.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure............................20

                                    PART III

ITEM 10.  Directors and Executive Officers of the Registrant..................21

ITEM 11.  Executive Compensation..............................................21

ITEM 12.  Security and Ownership of Certain Beneficial Owners
            And Management....................................................21

ITEM 13.  Certain Relationships and Related Transactions......................21

                                     PART IV

ITEM 14.  Exhibits, Financial Statement Schedules and
            Reports on Form 8-K...............................................22
<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  65,000  homes at 12 Sun City  communities  over the past 39
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, 1999,
family and country club  communities  generated  21.8  percent of the  Company's
homebuilding   revenues.   The  Company  currently  expects  that  active  adult
communities  will  continue  to be  its  primary  business.  Within  all  of 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 Company's  principal  executive offices are located at 6001 North
24th Street, Phoenix,  Arizona 85016 and its telephone number is (602) 808-8000.
The Company conducts  substantially all of its activities  through  subsidiaries
and, as used in this Annual  Report,  the term the  "Company"  includes Del Webb
Corporation and its subsidiaries unless the context indicates otherwise.

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

COMMUNITIES

The following table shows, at June 30, 1999, certain information  concerning the
communities  at which the  Company has home sites on which it plans to build and
sell homes. Substantially all of these home sites are controlled by the Company.

<TABLE>
<CAPTION>
                                                                                 REMAINING HOME SITES(1)
                                                              TOTAL    HOME     ------------------------
                                             FIRST           PLANNED  CLOSINGS                    UNDER
                                              HOME   TOTAL     HOME   THROUGH                     OPTION
                                            CLOSING  ACRES    SITES   6/30/99   TOTAL    OWNED   OR OTHER
                                            ------   ------   ------   ------   ------   ------   ------
<S>                                         <C>      <C>      <C>      <C>      <C>      <C>      <C>
Active adult communities:
  Sun City Grand                              1997    3,859    9,750    2,492    7,258    7,258       --
  Sun Cities Las Vegas(2)                     1989    6,720   19,592    9,633    9,959    3,159    6,800
  Sun City Palm Desert                        1992    1,645    4,443    2,170    2,273    2,273       --
  Sun Cities Northern California              1995    3,594    8,800    3,042    5,758    3,514    2,244
  Sun City Hilton Head                        1995    5,600    8,250    1,462    6,788    5,244    1,544
  Sun City Georgetown                         1996    5,636   10,500    1,681    8,819    8,037      782
  Sun City at Huntley                         1999    1,996    5,570      195    5,375    4,955      420
  Florida communities                         1996    1,988    3,667      926    2,741    1,996      745
  Other communities                           1998      420    1,351      311    1,040      956       84
                                                              ------   ------   ------   ------   ------
    Total active adult communities                            71,923   21,912   50,011   37,392   12,619
                                                              ------   ------   ------   ------   ------
Family and country club communities:
  Anthem Las Vegas Country Club               1999      950    1,100       83    1,017    1,017       --
  Anthem Arizona Country Club(3)               N/A      910    1,475       --    1,475    1,475       --
  Anthem Arizona family communities and
    other(3)                                   N/A    4,941   13,025       --   13,025   13,025       --
  Other Arizona family communities            1991      N/A    6,679    5,149    1,530    1,530       --
                                                              ------   ------   ------   ------   ------
    Total family and country club communities                 22,279    5,232   17,047   17,047       --
                                                              ------   ------   ------   ------   ------
      Total                                                   94,202   27,144   67,058   54,439   12,619
                                                              ======   ======   ======   ======   ======
</TABLE>
                                        1
<PAGE>
(1)  Material additional  regulatory  approvals are required to build on many of
     these home sites.

(2)  The Company  continues to work toward  completion  of an exchange  with the
     Bureau of Land  Management for the remaining  2,400 acres not yet owned for
     Sun City Anthem.

(3)  The Company  expects a long build out for Anthem  Arizona.  The Company has
     the  primary  governmental  approvals  for up to 14,500  homes  for  Anthem
     Arizona, 1,475 of which are currently planned for the Anthem Arizona County
     Club community.  The number of home sites developed may vary  significantly
     depending on market and other conditions over the life of the project.

     ACTIVE ADULT COMMUNITIES

Sun City Grand is located 25 miles northwest of downtown Phoenix.

The Sun Cities Las Vegas include Sun City  Summerlin,  Sun City MacDonald  Ranch
and Sun City Anthem.  Sun City Summerlin,  which is near completion,  is located
eight miles  northwest of downtown Las Vegas.  Sun City MacDonald  Ranch and Sun
City Anthem are both located in Henderson,  Nevada,  near Las Vegas. The Company
began  taking  new home sales  orders at Sun City  Anthem in July 1998 and began
home closings there in December 1998.

Sun City Anthem is part of the 4,900-acre  Anthem Las Vegas project,  which also
includes a country club and family community component. The 2,500 acres owned by
the Company for Anthem Las Vegas were acquired  through a land exchange with the
Bureau of Land  Management  ("BLM").  The Company  continues  to work toward the
completion of an exchange with the BLM for the  remaining  acres,  substantially
all of which will be used for Sun City Anthem.

Sun City Palm  Desert is located in the  Coachella  Valley 20 miles east of Palm
Springs, California, and 130 miles east of downtown Los Angeles.

The Sun Cities  Northern  California  include  Sun City  Roseville  and Sun City
Lincoln Hills. Sun City Roseville, which is near completion, is located 20 miles
northeast of downtown Sacramento,  California. Sun City Lincoln Hills is located
near Sun City  Roseville in the town of Lincoln,  California.  The Company began
taking new home sales orders at Sun City Lincoln  Hills in February  1999.  Home
closings are scheduled to begin there in fiscal 2000.

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

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

Sun City at Huntley is located in Huntley,  Illinois (near Chicago). The Company
began taking home sales orders at Sun City at Huntley in  September  1998.  Home
closings began at Sun City at Huntley in April 1999.

The  Florida   communities  consist  of  two  communities  -  the  Spruce  Creek
communities - located 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 in
Tucson, Arizona and Cloverdale,  California at which net new orders activity and
home closings began in fiscal 1998.

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.

                                        2
<PAGE>
     FAMILY AND COUNTRY CLUB COMMUNITIES

The  Anthem Las Vegas  Country  Club  community  is part of the Anthem Las Vegas
project.  The Company  began taking new home sales  orders at this  community in
July 1998 and began home closings there in February 1999.

Anthem Arizona,  located on 5,851 acres near Phoenix,  includes country club and
family  communities.  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  taking new home sales orders at both the country club and family
communities at Anthem  Arizona in February  1999.  Home closings began at Anthem
Arizona in July 1999.

The Company  began its family  community  operations  (conducted  under the name
"Coventry Homes") in Arizona in 1991. At June 30, 1999 the Company had a backlog
of  home  sales  orders  at  13  family  communities  in  Arizona,  including  4
communities at Anthem Arizona.

The Company also conducted family community operations in California from fiscal
1995 to fiscal 1998 and in Nevada from fiscal 1994 to fiscal  1999.  The Company
currently  intends to offer for sale to other home  builders  substantially  all
remaining lots in its Nevada family communities,  including Anthem Las Vegas, in
fiscal  2000.  The Company  also plans to offer for sale certain land parcels in
its Arizona family community operations in fiscal 2000.

     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 developing communities.

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 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.

                                       3
<PAGE>
     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, each of
which is 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.  Homes are
sold through sales  contracts,  some of which allow  customers to purchase homes
for delivery up to one year or more in the future. The sales contracts generally
require an initial  deposit and an additional  deposit prior to  commencement of
construction.  At  each  community  the  Company  provides  to all  home  buyers
warranties standardized for the community, subject to specified limitations.

While more than one factor may  contribute  to a given home sale,  the Company's
experience  indicates 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 an active adult 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.

The Company's  information  indicates  that most home buyers at its active adult
communities  generally  visit the  community in which they purchase on more than
one occasion  before buying.  This may affect the success of the sales effort at
those 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,  local and national print  advertising,  direct mailings and
telemarketing.

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

     COMPETITION

All  of  the  Company's  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  that 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  currently
generating  revenues.  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 may 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

Set forth below is a brief  description  of certain  matters that may affect the
Company.

FINANCING AND LEVERAGE.  The Company is  considerably  more highly  leveraged at
June  30,  1999  than it has been in  recent  years.  If there is a  significant
downturn in the  Company's  anticipated  operations,  the  Company  will need to
further  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.

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.   Additionally,   the
availability  and cost of debt financing  depends on  governmental  policies and
other factors outside the Company's  control.  If the Company cannot at any time
obtain  sufficient  capital  resources  to fund its  development  and  expansion
expenditures, however, its projects may be delayed, resulting in cost increases,
adverse  effects on the Company's  results of operations  and possible  material
adverse  effects  on the  Company.  No  assurance  can be given as to the terms,
availability  or cost of any  future  financing  the  Company  may need.  If the
Company is at any time  unable to service  its debt,  refinancing  or  obtaining
additional  financing  may be required  and may not be available or available on
terms acceptable to the Company.

FUTURE COMMUNITIES AND NEW GEOGRAPHIC MARKETS. The Company's communities will be
built out over time. Therefore,  the medium- and long-term future of the Company
will depend on the Company's  ability to successfully  develop and market future
communities.   Acquiring  land  and  committing  the  financial  and  managerial
resources to develop a  large-scale  community on that land involve  significant
risks.  Before these  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),  large 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 a  different  size or style of  community.  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.  Among other things, the
Company believes that a significant portion of the home sales at its large-scale
active adult communities is attributable in part to referrals from, or sales to,
residents  of those  communities.  The extent of such  referrals or sales at new
communities,  including communities developed in other areas of the country, may
be less than the Company has enjoyed at the large-scale active adult 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
significant (or any) experience.

GOVERNMENTAL REGULATION, GROWTH MANAGEMENT AND ENVIRONMENTAL CONSIDERATIONS. The
Company's   business  is  subject  to   extensive   federal,   state  and  local
environmental  concerns and other regulatory  requirements,  which have affected
and  will  continue  to  affect  all  of  the  Company's  community  development
operations.  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.

If the land  exchange for the Anthem Las Vegas  project is not  completed,  that
project would have to be reduced in scope and  reconfigured,  which could affect
the timing and potential profitability of the project. The Company may then have
to dispose  of  property  it  acquired  for the  exchange  at a price  below its
purchase price.

                                        5
<PAGE>
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  throughout  the  development  process.  No
assurance  can be given that the Company  will  receive,  or receive in a timely
manner, any of these approvals or permits.  In addition,  third parties can file
lawsuits   challenging   approvals  or  permits  received,   which  could  cause
substantial   uncertainties   and  material  delays  for  the  project  and,  if
successful, could result in approvals or permits being voided.

GEOGRAPHIC  CONCENTRATION.  The Company's  operations are comprised 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. 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.

CYCLICAL NATURE OF REAL ESTATE OPERATIONS.  All of the Company's communities are
subject to  fluctuations  in the real estate market,  both where its 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  at  the
Company's  communities 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  among the Company's  communities  and by sales of commercial
land and facilities at the Company's communities.

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

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 for which home sale  contracts had been entered
into up to one year in advance of scheduled  closing.  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.

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 in the future.

                                        6
<PAGE>
YEAR 2000 ISSUE. The Company expects to incur Year 2000-related  costs in fiscal
2000 but does not at present  anticipate that these costs will be material.  The
Company  believes that the most reasonably  likely  worst-case  scenario for the
Year  2000  issue  would  occur if it,  or the  third  parties  with whom it has
significant relationships,  were to cease or not successfully complete Year 2000
remediation  efforts. In that event, the Company would encounter  disruptions to
its  business  that  could  have a  material  adverse  effect on its  results of
operations.   The  Company  would  also  be  materially  adversely  affected  by
widespread  economic or financial  market  disruption  or by Year 2000  computer
system  failures at  government  agencies on which it is  dependent  for zoning,
building permits and related matters. See "Management's  Discussion and Analysis
of Financial Condition and Results of Operations - Year 2000 Issue."

                                        7
<PAGE>
FORWARD LOOKING INFORMATION; CERTAIN CAUTIONARY STATEMENTS

Certain  statements  contained  in this Annual  Report  that are not  historical
results are forward looking statements. These forward looking 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 prove to be accurate.  Actual results may differ  materially  from those
projected or implied in the forward looking statements.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below are the names and ages of all executive  officers of the Company
and the offices held by each at July 31, 1999.

                                                                         YEARS
                                                           YEARS AS AN  EMPLOYED
                                                            EXECUTIVE    BY THE
      NAME           AGE            POSITION                 OFFICER    COMPANY
      ----           ---            --------                 -------    -------
P. J. Dion           54    Chairman of the Board and            17         17
                             Chief Executive Officer

L. C. Hanneman, Jr.  52    President and Chief Operating        10         27
                             Officer

J. H. Gleason        57    Executive Vice President,             9         11
                             Project Planning and
                             Development

J. A. Spencer        50    Executive Vice President and         14         20
                             Chief Financial Officer

R. C. Jones          54    Senior Vice President and             7          7
                             General Counsel

A. L. Mariucci       42    Senior Vice President,               13         15
                             Family and Country Club
                             Communities

D. V. Mickus         53    Vice President, Treasurer            13         16
                             and Secretary

D. E. Rau            42    Vice President and Controller        13         14

Mr. Dion has served as Chairman of the Board and Chief  Executive  Officer since
1987. Mr. Dion will retire as Chief Executive Officer effective November 1999.

Mr. Hanneman has served as President and Chief Operating Officer since May 1998.
Prior to that time he served as  Executive  Vice  President,  overseeing  active
adult community operations,  from May 1996 to May 1998, as Senior Vice President
from January 1994 to May 1996 and as Vice  President  from 1989 to January 1994.
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 January 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 February 1991 to February
1999 he served as Senior Vice President.

Mr.  Jones has served as Senior Vice  President  and General  Counsel  since May
1998.  Prior to that time he served as Vice  President and General  Counsel from
1992 to May 1998.

                                        8
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY (CONTINUED)

Ms. Mariucci has served as Senior Vice President  since May 1996.  Prior to that
time she served as a Vice  President  from June 1986 (when she began  serving as
Vice  President,  Corporate  Planning and  Development) to May 1996. She has had
responsibility  for overseeing the Company's family and country club communities
since  January  1998.  Prior to that  time 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.  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, 1999 the Company had 4,100 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.

                                        9
<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 30,1999.

                                   SALES PRICE

                               FISCAL YEAR 1999              FISCAL YEAR 1998
                             --------------------          -------------------
QUARTER ENDED                  HIGH        LOW               HIGH        LOW
-------------                  ----        ---               ----        ---
September 30                 28 3/16     19 5/8             21 3/8      16 3/8
December 31                  29 1/2      17 1/16            27 3/8      17 7/8
March 31                     29          19 9/16            34 7/8      24 5/16
June 30                      25 15/16    19 15/16           30 1/2      23
--------------------------------------------------------------------------------

As of July 30,  1999 there were 2,758  shareholders  of record of the  Company's
common stock.

The  Company  paid  regular  quarterly  dividends  of $.05 per share in the four
fiscal years ended June 30, 1998 and for the quarter  ended  September 30, 1998.
The Company  ceased  paying  dividends  thereafter  and  currently  utilizes the
capital  that would  otherwise be paid as cash  dividends to make  opportunistic
purchases of its common stock or for other  corporate  purposes.  The amount and
timing of any future  dividends  is subject  to the  discretion  of the Board of
Directors.

The Company is party to a loan  agreement  and various  indentures  that contain
covenants  restricting  the  Company's  ability to pay dividends and acquire its
common stock.  Under the most restrictive of these covenants,  at June 30, 1999,
$50.7 million of the Company's  retained  earnings were available for payment of
cash dividends and the acquisition by the Company of its common stock.

                                       10
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA (NOT COVERED BY REPORT OF
        INDEPENDENT AUDITORS)

The  following  tables set forth  selected  consolidated  financial  data of the
Company as of and for each of the five fiscal  years ended June 30,  1999.  They
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,
                                                    -------------------------------------------------------------
                                                       1999         1998        1997 (1)     1996 (2)      1995
                                                    ----------   ----------   ----------   ----------    --------
<S>                                                 <C>           <C>           <C>           <C>            <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues:
  Home sales - active adult communities             $1,084,463   $  830,728   $  786,746   $  669,055    $512,204
  Home sales - family and country club
    communities                                        302,658      287,656      357,343      342,774     252,277
  Land and facility sales and other                     79,060       59,383       42,173       38,904      38,638
                                                    ----------   ----------   ----------   ----------    --------
   Total revenues                                   $1,466,181   $1,177,767   $1,186,262   $1,050,733    $803,119
                                                    ==========   ==========   ==========   ==========    ========
Earnings (loss):
  Before extraordinary item                         $   58,090   $   42,533   $   39,686   $   (7,751)   $ 28,491
  Total                                                 58,090       42,533       38,401       (7,751)     28,491
                                                    ==========   ==========   ==========   ==========    ========
Net earnings (loss) per share - basic:
  Before extraordinary item                         $     3.20   $     2.39   $     2.26   $     (.44)   $   1.92
  Total                                                   3.20         2.39         2.18         (.44)       1.92
                                                    ==========   ==========   ==========   ==========    ========
Net earnings (loss) per share - assuming dilution:
  Before extraordinary item                         $     3.11   $     2.30   $     2.22   $     (.44)   $   1.87
  Total                                                   3.11         2.30         2.15         (.44)       1.87
                                                    ==========   ==========   ==========   ==========    ========
Cash dividends per share                            $      .05   $      .20   $      .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 its
     Sun City Palm Desert  active  adult  community.  Exclusive  of the non-cash
     loss,  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,
                                      ------------------------------------------------------------------
                                         1999          1998          1997          1996          1995
                                      ----------    ----------    ----------    ----------    ----------
<S>                                   <C>           <C>           <C>           <C>           <C>
BALANCE SHEET INFORMATION:
  Total assets                        $1,866,797    $1,310,462    $1,086,662    $1,024,795    $  925,050
  Notes payable and senior debt          359,056       167,608       222,881       320,063       284,585
  Subordinated debt                      681,557       536,330       340,187       194,614       206,673
                                      ----------    ----------    ----------    ----------    ----------
  Total notes payable, senior and
    subordinated debt ("Debt")         1,040,613       703,938       563,068       514,677       491,258
  Shareholders' equity                $  404,794    $  345,767    $  299,830    $  264,776    $  229,342
  Total Debt divided by the sum
    of Debt and shareholders' equity        72.0%         67.1%         65.3%         66.0%         68.2%
                                      ==========    ==========    ==========    ==========    ==========
</TABLE>

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

The following discussion of results of operations and financial condition 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

Set forth below is certain  consolidated  financial  and  operating  data of the
Company as of and for each of the three fiscal years ended June 30, 1999.

<TABLE>
<CAPTION>
                                                             YEAR ENDED                 CHANGE               CHANGE
                                                              JUNE 30,               1999 VS 1998         1998 VS 1997
                                                   ------------------------------  -----------------    -----------------
                                                     1999       1998       1997     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                              1,324      1,245      1,271        79       6.3%        (26)     (2.0%)
    Sun City Tucson                                   N/A        N/A         58       N/A       N/A         (58)   (100.0%)
    Sun Cities Las Vegas                            1,271      1,179      1,091        92       7.8%         88       8.1%
    Sun City Palm Desert                              501        443        262        58      13.1%        181      69.1%
    Sun Cities Northern California                    757        739        553        18       2.4%        186      33.6%
    Sun City Hilton Head                              425        396        337        29       7.3%         59      17.5%
    Sun City Georgetown                               349        437        440       (88)    (20.1%)        (3)     (0.7%)
    Sun City at Huntley                               700        N/A        N/A       700       N/A         N/A       N/A
    Florida communities                               318        240        N/A        78      32.5%        240       N/A
    Other communities                                 310        169        N/A       141      83.4%        169       N/A
                                                 --------   --------   --------   -------    ------     -------    ------
      Total active adult communities                5,955      4,848      4,012     1,107      22.8%        836      20.8%
                                                 --------   --------   --------   -------    ------     -------    ------
   Family and country club communities:
    Arizona country club communities                  244        N/A        226       244       N/A        (226)   (100.0%)
    Nevada country club communities                   218        N/A        N/A       218       N/A         N/A       N/A
    Arizona family communities                      1,216      1,116        917       100       9.0%        199      21.7%
    Nevada family communities                         505        319        262       186      58.3%         57      21.8%
    California family communities                     N/A        N/A        180       N/A       N/A        (180)   (100.0%)
                                                 --------   --------   --------   -------    ------     -------    ------
      Total family and country club communities     2,183      1,435      1,585       748      52.1%       (150)     (9.5%)
                                                 --------   --------   --------   -------    ------     -------    ------
        Total                                       8,138      6,283      5,597     1,855      29.5%        686      12.3%
                                                 ========   ========   ========   =======    ======     =======    ======
 Number of home closings:
   Active adult communities:
    Sun Cities Phoenix                              1,259      1,268      1,132        (9)     (0.7%)       136      12.0%
    Sun City Tucson                                   N/A        N/A        103       N/A       N/A        (103)   (100.0%)
    Sun Cities Las Vegas                            1,274      1,164      1,200       110       9.5%        (36)     (3.0%)
    Sun City Palm Desert                              482        304        248       178      58.6%         56      22.6%
    Sun Cities Northern California                    731        637        650        94      14.8%        (13)     (2.0%)
    Sun City Hilton Head                              400        386        371        14       3.6%         15       4.0%
    Sun City Georgetown                               382        448        616       (66)    (14.7%)      (168)    (27.3%)
    Sun City at Huntley                               195        N/A        N/A       195       N/A         N/A       N/A
    Florida communities                               460        170        N/A       290     170.6%        170       N/A
    Other communities                                 244         67        N/A       177     264.2%         67       N/A
                                                 --------   --------   --------   -------    ------     -------    ------
      Total active adult communities                5,427      4,444      4,320       983      22.1%        124       2.9%
                                                 --------   --------   --------   -------    ------     -------    ------
   Family and country club communities:
    Arizona country club communities                  N/A        120        410      (120)   (100.0%)      (290)    (70.7%)
    Nevada country club communities                    83        N/A        N/A        83       N/A         N/A       N/A
    Arizona family communities                        974        998      1,042       (24)     (2.4%)       (44)     (4.2%)
    Nevada family communities                         340        326        251        14       4.3%         75      29.9%
    California family communities                     N/A         20        183       (20)   (100.0%)      (163)    (89.1%)
                                                 --------   --------   --------   -------    ------     -------    ------
      Total family and country club communities     1,397      1,464      1,886       (67)     (4.6%)      (422)    (22.4%)
                                                 --------   --------   --------   -------    ------     -------    ------
        Total                                       6,824      5,908      6,206       916      15.5%       (298)     (4.8%)
                                                 ========   ========   ========   =======    ======     =======    ======
</TABLE>
                                       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,               1999 VS 1998           1998 VS 1997
                                                    -----------------------------   -----------------     -----------------
                                                      1999       1998       1997     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                                 734        669        692        65       9.7%        (23)     (3.3%)
    Sun City Tucson                                    N/A        N/A        N/A       N/A       N/A         N/A       N/A
    Sun Cities Las Vegas                               545        548        533        (3)     (0.5%)        15       2.8%
    Sun City Palm Desert                               284        265        126        19       7.2%        139     110.3%
    Sun Cities Northern California                     408        382        280        26       6.8%        102      36.4%
    Sun City Hilton Head                               194        169        159        25      14.8%         10       6.3%
    Sun City Georgetown                                158        191        202       (33)    (17.3%)       (11)     (5.4%)
    Sun City at Huntley                                505        N/A        N/A       505       N/A         N/A       N/A
    Florida communities                                133        275        N/A      (142)    (51.6%)       275       N/A
    Other communities                                  168        102        N/A        66      64.7%        102       N/A
                                                  --------   --------   --------  --------     -----    --------     -----
      Total active adult communities                 3,129      2,601      1,992       528      20.3%        609      30.6%
                                                  --------   --------   --------  --------     -----    --------     -----
   Family and country club communities:
    Arizona country club communities                   244        N/A        120       244       N/A        (120)   (100.0%)
    Nevada country club communities                    135        N/A        N/A       135       N/A         N/A       N/A
    Arizona family communities                         727        485        367       242      49.9%        118      32.2%
    Nevada family communities                          249         84         91       165     196.4%         (7)     (7.7%)
    California family communities                      N/A        N/A         20       N/A       N/A         (20)   (100.0%)
                                                  --------   --------   --------  --------     -----    --------     -----
      Total family and country club communities      1,355        569        598       786     138.1%        (29)     (4.8%)
                                                  --------   --------   --------  --------     -----    --------     -----
        Total                                        4,484      3,170      2,590     1,314      41.5%        580      22.4%
                                                  ========   ========   ========  ========     =====    ========     =====
 Aggregate contract sales amount
   (dollars in millions)                          $  1,038   $    642   $    514  $    396      61.7%   $    128      24.9%
                                                  ========   ========   ========  ========     =====    ========     =====
 Average contract sales amount per
   home (dollars in thousands)                    $    231   $    203   $    198  $     28      13.8%   $      5       2.5%
                                                  ========   ========   ========  ========     =====    ========     =====
AVERAGE REVENUE PER HOME
 CLOSING:
   Active adult communities:
    Sun Cities Phoenix                            $178,300   $157,400   $158,900  $ 20,900      13.3%   $ (1,500)     (0.9%)
    Sun City Tucson                                    N/A        N/A    167,000       N/A       N/A         N/A       N/A
    Sun Cities Las Vegas                           208,700    202,400    182,900     6,300       3.1%     19,500      10.7%
    Sun City Palm Desert                           243,800    234,000    221,100     9,800       4.2%     12,900       5.8%
    Sun Cities Northern California                 239,800    219,200    215,800    20,600       9.4%      3,400       1.6%
    Sun City Hilton Head                           189,100    173,100    168,100    16,000       9.2%      5,000       3.0%
    Sun City Georgetown                            218,300    201,000    183,100    17,300       8.6%     17,900       9.8%
    Sun City at Huntley                            236,700        N/A        N/A       N/A       N/A         N/A       N/A
    Florida communities                            115,900     97,900        N/A    18,000      18.4%        N/A       N/A
    Other communities                              175,300    168,000        N/A     7,300       4.3%        N/A       N/A
      Average active adult communities             199,800    186,900    182,100    12,900       6.9%      4,800       2.6%
   Family and country club communities:
    Arizona country club communities                   N/A    310,200    292,100       N/A       N/A      18,100       6.2%
    Nevada country club communities                379,000        N/A        N/A       N/A       N/A         N/A       N/A
    Arizona family communities                     211,100    191,000    152,300    20,100      10.5%     38,700      25.4%
    Nevada family communities                      193,000    172,100    159,800    20,900      12.1%     12,300       7.7%
    California family communities                      N/A    186,600    211,900       N/A       N/A     (25,300)    (11.9%)
     Average family and country club communities   216,600    196,500    189,500    20,100      10.2%      7,000       3.7%
       Total average                              $203,300   $189,300   $184,400  $ 14,000       7.4%   $  4,900       2.7%
                                                  ========   ========   ========  ========     =====    ========     =====
</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,             1999 VS 1998      1998 VS 1997
                                                    -----------------------    --------------    --------------
                                                    1999     1998     1997     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                75.9%    76.3%    77.0%    (0.4%)   (0.5%)   (0.7%)   (0.9%)
    Selling, general and administrative              13.9%    14.1%    13.6%    (0.2%)   (1.4%)    0.5%     3.7%
    Interest                                          4.0%     3.9%     4.2%     0.1%     2.6%    (0.3%)   (7.1%)

  Ratio of home closings to homes under
    contract in backlog at beginning of period      215.3%   228.1%   194.0%   (12.8%)   (5.6%)   34.1%    17.6%
                                                    =====    =====    =====    =====    =====    =====    =====
</TABLE>
NOTES:

New orders are net of cancellations.  The Company recognizes revenue at 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,  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  and Sun City
Lincoln  Hills.  The  Company  began  taking new home  sales  orders at Sun City
Lincoln Hills in February 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 and Anthem 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  Country Club in
February 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 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, 1999 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 or other factors.
Also, as a practical matter,  the Company's ability to obtain damages for breach
of contract by a potential  home buyer is limited to retaining  all or a portion
of the  deposit  received.  In the years  ended  June 30,  1999,  1998 and 1997,
cancellations  of home sales  orders as a  percentage  of new home sales  orders
written  during  the year were 14.4  percent,  13.9  percent  and 17.1  percent,
respectively.  See  "Business  and  Properties  - Forward  Looking  Information;
Certain Cautionary Statements."

                                       14
<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 $1.47 billion for the fiscal year ended
June 30, 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 in active adult community  homebuilding  revenues. 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 of the increase in
active adult community  homebuilding  revenues.  Management  believes that these
increases are 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  decreased  home  closings  at the nearly
complete community of Sun City Summerlin in Las Vegas.

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 in family and country club community  homebuilding revenues. An
increase in the average revenue per home closing  resulted in $15 million of the
increase in family and country club community homebuilding  revenues.  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. The Company currently intends to
offer for sale in  fiscal  2000  certain  land  parcels  in its  Arizona  family
community operations and all remaining home sites at its Nevada family community
operations (see "Liquidity and Financial Condition of the Company").

Total  revenues  decreased  slightly to $1.18 billion for fiscal 1998 from $1.19
billion  for the  fiscal  year  ended  June 30,  1997.  Active  adult  community
homebuilding  revenues  increased  to $831  million  for  fiscal  1999 from $787
million for fiscal 1998.  This increase in active adult  community  homebuilding
revenues was  primarily due to the  commencement  in fiscal 1998 of active adult
community operations in Florida, home closings at two smaller-scale active adult
communities in Arizona and California and an increase in the average revenue per
home closing.

Family and  country  club  community  homebuilding  revenues  decreased  to $288
million for fiscal 1998 from $357 million for fiscal 1997. This decrease was due
to decreased  home  closings at Terravita  and  California  family  communities,
reflecting the completion of those operations.

Land and facility sales and other  revenues  increased to $59 million for fiscal
1998 from $42 million for fiscal for fiscal 1997.  The  increase  was  primarily
attributable to the sale of a golf course and shopping center in connection with
the completion of operations at Terravita.

HOME CONSTRUCTION, LAND AND OTHER COSTS. 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 margins improved to 24.2 percent in fiscal
1999 from  23.0  percent  in fiscal  1998,  primarily  as a result of  increased
revenue per home closing at virtually all of the Company's communities.

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

The  decrease in home  construction,  land and other  costs to $899  million for
fiscal 1998 from $914 million for fiscal 1997 was  primarily due to the decrease
in home  closings.  These costs as a  percentage  of revenues  decreased to 76.3
percent for fiscal 1998 from 77.0  percent for fiscal  1997,  with the  decrease
primarily  due to improved  margins on land and  facility  sales.  The  improved
margins on land and facility  sales were largely due to the declining  volume of
lower-margin land sales at a completed  residential land development  project in
Phoenix.  A higher  profit margin on home closings was also realized as a result
of a change in mix of  product  and home  closings  among the  Company's  family
community operations.

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 13.9  percent for
fiscal 1999  compared to 14.1 percent for fiscal 1998.  This  decrease  resulted
from the spreading of corporate overhead over significantly greater revenues.

As a  percentage  of  revenues,  selling,  general and  administrative  expenses
increased  to 14.1  percent for fiscal 1998 from 13.6  percent for fiscal  1997.
This increase was due primarily to increased  corporate  overhead to investigate
new market  opportunities  and  support  an  increased  number of  pre-operating
communities.

INTEREST. 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
increase was  primarily  due to an increase in debt levels (see  "Liquidity  and
Financial Condition of the Company").

As a  percentage  of  revenues,  amortization  of  capitalized  interest was 3.9
percent for fiscal 1998  compared to 4.2 percent for fiscal 1997.  This decrease
was primarily due to an increase in pre-operating communities, at which interest
was being capitalized on qualified assets but at which interest  amortization on
home closings had not yet begun.

INCOME  TAXES.  The increases in income taxes to $33 million in fiscal 1999 from
$24 million in fiscal  1998,  and to $24 million in fiscal 1998 from $22 million
in fiscal 1997, were due to the increases in earnings  before income taxes.  The
effective tax rate in each of the three fiscal years was 36 percent.

EXTRAORDINARY  ITEM.  In  connection  with the  early  redemption  of all of the
Company's  $100 million of  outstanding 10 7/8% Senior Notes at par on March 31,
1997, an extraordinary loss of $1.3 million was recognized in fiscal 1997.

NET  EARNINGS.  The  increase  in net  earnings  to $58  million for fiscal 1999
compared  to $43  million  for fiscal  1998 was  primarily  attributable  to the
increase in home closings, revenues and homebuilding gross margins.

The increase in net earnings to $43 million for fiscal 1998 from $38 million for
fiscal 1997 was primarily attributable to the increase in earnings from land and
facility sales.  Largely due to the sale of a golf course and shopping center at
Terravita,  earnings before income taxes attributable to land and facility sales
increased  to $15 million for fiscal  1998  compared to $5.2  million for fiscal
1997. Land and facility sales are a normal part of the Company's  operations but
occur   irregularly   and  vary   significantly   in   magnitude,   complicating
period-to-period comparisons.

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

NET NEW ORDER  ACTIVITY  AND  BACKLOG.  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  Georgetown  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.

Total net new  orders in fiscal  1998 were 12.3  percent  higher  than in fiscal
1997.  Net new orders at operations  that were selling homes in both fiscal 1998
and fiscal 1997 increased 12.5 percent.

The  increase  in total net new  orders in fiscal  1998 was  largely  due to the
commencement  of Florida active adult  community  operations in January 1998 and
net new order activity at two smaller-scale  active adult communities in Arizona
and California and the Coventry Bellasera community near Phoenix in fiscal 1998.
These increases were partially offset by declines  attributable to the completed
operations of Terravita, California family communities and Sun City Tucson.

The increase in net new orders at  communities  that were selling  homes in both
fiscal 1998 and fiscal 1997 was largely due to increases  at Sun City  Roseville
and Sun  City  Palm  Desert,  which  management  believes  was  attributable  to
continued  improvement  in the  California  real estate  economy and its economy
generally,  as well as to the  introduction of new models.  Management  believes
that the  increase  in net new orders at the Sun Cities Las Vegas was due to the
continued strength of the Las Vegas market. At Sun City Hilton Head,  management
believes  that the increase in net new orders was partially due to the fact that
important  commercial and service-related  businesses had announced  development
plans for the area  adjacent to Sun City Hilton Head.  Family  community net new
orders increased as a result of increases in Phoenix and Las Vegas.

The number of homes under contract at June 30, 1998 was 22.4 percent higher than
at June 30, 1997.  Management believe that this backlog increase was largely due
to the same  factors  that  produced  the  increase in net new  orders.  Backlog
decreases  were  experienced  at the Sun Cities Phoenix (where Sun City West was
approaching completion) and Sun City Georgetown (where management believes sales
had leveled after satisfaction of initial local pent-up demand).

LIQUIDITY AND FINANCIAL CONDITION OF THE COMPANY

The cash flow for each of the  Company's  communities  can differ  substantially
from reported  earnings,  depending on the status of the development  cycle. The
initial years of development or expansion require  significant cash outlays for,
among  other  things,  acquiring  large  tracts of land,  obtaining  development
approvals,  developing  land and lots and  constructing  project  infrastructure
(such as roads and utilities),  large 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  amounts of
previously expended costs.

During fiscal 1999 the Company generated $570 million of net cash from operating
community  sales  activities,  used $328  million  for land and lot and  amenity
development  at operating  communities,  paid $381 million for costs  related to
communities in the pre-operating stage and used $139 million for other operating
activities. The resulting $278 million of net cash used for operating activities
was funded mainly  through  borrowings  under the Company's  $500 million senior
unsecured  revolving  credit  facility (the "Credit  Facility")  and $25 million
short-term  lines of credit  (together  with the Credit  Facility,  the  "Credit
Facilities").  The net proceeds from the February  1999 public  offering of $150
million in principal amount of 10 1/4% Senior  Subordinated  Debentures due 2010
(the "Offering")  were used to repay a portion of the  indebtedness  outstanding
under the Credit  Facility.  Increased  home sale deposits  (resulting  from the
increase  in net new  orders  and  backlog)  were also a  significant  source of
funding in fiscal 1999.

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

Real estate  development is dependent on, among other things,  the  availability
and cost of financing. In periods of significant growth, the Company may require
significant additional capital resources, whether from issuances of equity or by
increasing  its  indebtedness.  In fiscal 1999 the Company  decided to engage in
substantial  development and permit its leverage to increase  substantially.  It
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.

To date,  material cash expenditures have been made for these  communities.  The
Company  anticipates  that it will  make  material  additional  development  and
housing construction expenditures at these communities through at least December
31, 1999. In order to provide adequate  capital to meet the Company's  operating
requirements for the next 12 months,  the Company in February 1999 completed the
Offering and  negotiated  an increase in the amount of its Credit  Facility from
$450  million to $500  million.  At June 30, 1999 the  Company had $301  million
outstanding under the Facilities.  At that date, $99 million of the $224 million
of unused capacity under the Credit Facilities was not available to the Company.
However, as a result of an amendment, effective July 1, 1999, to the "Total Debt
to Tangible Net Worth" covenant under the Credit Facility,  the Company had full
availability of the Credit  Facilities (the short-term  lines of credit were $15
million as of that date).

As a result of  public  offerings  of debt and  borrowings  to fund  development
expenditures, described above, the Company is considerably more highly leveraged
at June 30,  1999 than it has been in  recent  years.  The  Company  expects  to
continue  to borrow  additional  amounts  under the  Credit  Facilities  to fund
continuing  development  at  these  communities.  The  Company  expects  to have
adequate  capital  resources  to meet  its  needs  for the  next 12  months.  In
addition,  the Company will offer for sale to other home  builders  certain land
parcels  in its  Arizona  family  community  operations  and  substantially  all
remaining  lots in its Nevada  family  communities  and to otherwise  manage its
expenditures to meet its needs and available resources over this time period. If
there is a significant  downturn in the Company's  anticipated  operations,  the
Company  will need to further  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.

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.   Additionally,   the
availability  and cost of debt financing  depends on  governmental  policies and
other factors outside the Company's  control.  If the Company cannot at any time
obtain  sufficient  capital  resources  to fund its  development  and  expansion
expenditures,  its projects may be delayed, resulting in cost increases, adverse
effects on the Company's  results of operations  and possible  material  adverse
effects on the Company. No assurance can be given as to the terms,  availability
or cost of any future  financing  the Company may need. If the Company is at any
time unable to service its debt,  refinancing or obtaining  additional financing
may be required and may not be available or available on terms acceptable to the
Company.

At June 30, 1999,  under the most  restrictive of the covenants in the Company's
debt agreements,  $51 million of the Company's  retained  earnings was available
for payment of cash  dividends and the  acquisition by the Company of its common
stock.

MARKET RISK FOR FINANCIAL INSTRUMENTS

The Company does not trade in derivative  financial  instruments and at June 30,
1999 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 Company's  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.

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

The following table provides  interest rate  sensitivity  information  about the
Company's notes payable,  senior and subordinated debt at June 30, 1999 (dollars
in millions):

<TABLE>
<CAPTION>

                              AMOUNT BY SCHEDULED MATURITY FOR                              ESTIMATED
                                FISCAL YEARS ENDING JUNE 30,                               FAIR VALUE
                     -----------------------------------------------                       AT JUNE 30,
                      2000      2001      2002      2003      2004    THEREAFTER    TOTAL     1999
                      ----      ----      ----      ----      ----    ----------    -----     ----
<S>                  <C>       <C>       <C>       <C>       <C>        <C>        <C>       <C>
FIXED RATE DEBT
  Amount             $  7.8   $  2.3   $   3.2   $ 101.0   $ 11.6     $ 592.9     $ 718.8    $ 731.9
  Average Interest
    Rate                7.6%     7.8%      8.1%      9.7%     7.1%        9.6%        9.5%

VARIABLE RATE DEBT
  Amount             $ 35.5   $  0.1   $ 286.0        --       --     $   0.2     $ 321.8    $ 321.8
  Average Interest
    Rate                8.0%     8.8%      7.8%       --       --         8.8%        7.8%
</TABLE>

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer  programs  being written using two
digits (rather than four) to define the applicable year.  Computer programs that
have time-sensitive software may not recognize dates beginning in the year 2000,
which could result in miscalculations or system failures.

Through June 30, 1999, the Company's Year 2000 remediation  efforts have focused
primarily on its core business computer  applications  (i.e., those systems that
the  Company  is  dependent   upon  for  the  conduct  of  day-to-day   business
operations).  Starting  approximately  three years ago, the Company  initiated a
comprehensive review of its core business applications to determine the adequacy
of these systems to meet future business  requirements.  Year 2000 readiness was
only one of many factors  considered in this  assessment.  Out of this effort, a
number of systems were identified for upgrade or  replacement.  In no case was a
system being replaced solely because of Year 2000 issues, although in some cases
the timing of system  replacements was  accelerated.  Thus, the Company does not
believe the costs of these system replacements, the majority of which related to
software  acquisitions and were thus  capitalized,  were  specifically Year 2000
related.  Additionally,  while the Company may have incurred an opportunity cost
for  addressing  the Year 2000  issue,  it does not  believe  that any  specific
information  technology  projects  have been deferred to date as a result of its
Year 2000 efforts.

As of August 1999,  the Company  believes all of its core  business  systems are
adequately Year 2000 capable for its purposes,  except for its lead tracking and
mortgage  processing systems and some of its document imaging systems.  Projects
are  currently  underway to replace  these  systems,  with  implementations  and
testing  scheduled  for  completion  by October  1999. As with systems that have
already been replaced, the Company does not believe the costs of these remaining
replacements,  which are anticipated to aggregate  approximately $2 million, are
specifically  Year 2000  related.  The Company has also  purchased  at a cost of
approximately  $100,000 a software  product  that,  it  believes,  can  identify
personal  computers and related  equipment  with  imbedded  software that is not
adequately Year 2000 capable for the Company's purposes.  The Company expects to
incur  costs to replace or repair  such  equipment,  but it has not at this time
determined  the  amount  of  these  costs.  Since  some of the  equipment  would
otherwise be replaced through normal attrition,  lease expirations and scheduled
upgrades in the ordinary  course of business,  it is possible that many of these
costs would not be solely related to Year 2000 readiness.

The  Company is also  assessing  other  potential  Year 2000  issues,  including
non-information  technology systems. A broad-based Year 2000 Task Force has been
formed and is meeting  regularly to identify areas of concern and develop action
plans.  The  Company  currently  anticipates  that  testing  of  non-information
technology  systems will also be completed by October  1999. As part of the Year
2000 Task Force effort, the Company's  relationships with vendors,  contractors,
financial institutions and other third parties are being considered to determine
the  status of the Year 2000 issue  efforts on the part of the other  parties to
material  relationships.  The Year 2000 Task Force  includes  both  internal and
Company-external representation.

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

The Company expects to incur Year 2000-related costs in fiscal 2000 but does not
at present  anticipate that these costs will be material.  The Company  believes
that the most  reasonably  likely  worst-case  scenario  for the Year 2000 issue
would be that  the  Company  or the  third  parties  with  whom it has  material
relationships were to be unsuccessful in their Year 2000 remediation efforts. In
that event,  the Company may  encounter  disruptions  to its business that could
have a material  adverse  effect on it.  The  Company  would also be  materially
adversely  affected by widespread  economic or financial market disruption or by
Year 2000 computer system  failures at government  agencies on which the Company
is dependent for zoning, building permits and related matters.

The Company has not at this time established a formal Year 2000 contingency plan
but will consider  and, if necessary,  address doing so as part of its Year 2000
Task Force  activities.  The Company  maintains  and deploys  contingency  plans
designed to address various other potential business interruptions.  These plans
may be  applicable  to address  the  interruption  of support  provided by third
parties resulting from their failure to be Year 2000 ready.

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 such increased
costs  are  recovered  through  higher  sales  prices,  operating  margins  will
decrease.  High mortgage  interest rates may also make it more difficult for the
Company's  potential  customers to sell their existing homes in order to move to
one of the Company's communities or to finance the purchases of their new homes.

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,  which will be effective for
the Company for its fiscal year ending June 30, 2001,  is not expected to have a
significant impact on the Company's  consolidated financial statements since the
Company does not have significant derivative financial instruments.

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.

                                       20
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information  with respect to the 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  of  the  Registrant  is
incorporated herein 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

Information in response to this Item is incorporated  herein 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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information in response to this Item is incorporated  herein 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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to this Item is incorporated  herein 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.

                                       21
<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 this report beginning on page 24.

     3.         Exhibits

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

(b)  The Company  did not file any reports on Form 8-K during the quarter  ended
     June 30, 1999.

                                       22
<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 16th day of September, 1999.

                                        DEL WEBB CORPORATION
                                        (Registrant)

                                        By: /s/ Philip J. Dion
                                            ------------------------------------
                                            Philip J. Dion
                                            Chairman and 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/ Philip J. Dion           Chairman and Chief Executive     September 16, 1999
---------------------------  Officer (Principal Executive
    (Philip J. Dion)         Officer)

/s/ LeRoy C. Hanneman, Jr.   President, Chief Operating       September 16, 1999
---------------------------  Officer and Director
   (LeRoy C. Hanneman, Jr.)  (Principal Operating Officer)

/s/ John A. Spencer          Executive Vice President and     September 16, 1999
---------------------------  Chief Financial Officer
    (John A. Spencer)        (Principal Financial Officer)

/s/ David E. Rau             Vice President and Controller    September 16, 1999
---------------------------  (Principal Accounting Officer)
    (David E. Rau)

/s/ D. Kent Anderson         Director                         September 16, 1999
---------------------------
    (D. Kent Anderson)

/s/ Michael O. Maffie        Director                         September 16, 1999
---------------------------
(Michael O. Maffie)

/s/ J. Russell Nelson        Director                         September 16, 1999
---------------------------
    (J. Russell Nelson)

/s/ Peter A. Nelson          Director                         September 16, 1999
---------------------------
    (Peter A. Nelson)

/s/ Michael E. Rossi         Director                         September 16, 1999
---------------------------
    (Michael E. Rossi)

/s/ Glenn W. Schaeffer       Director                         September 16, 1999
---------------------------
    (Glenn W. Schaeffer)

/s/ C. Anthony Wainwright    Director                         September 16, 1999
---------------------------
    (C. Anthony Wainwright)

/s/ Sam Yellen               Director                         September 16, 1999
---------------------------
    (Sam Yellen)

                                       23
<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.........................................................  25

Independent Auditors' Report................................................  26

Consolidated Financial Statements:

  Balance Sheets as of June 30, 1999 and 1998...............................  27

  Statements of Earnings for each of the years in the three-year
    period ended June 30, 1999..............................................  28

  Statements of Shareholders' Equity for each of the years in the
    three-year period ended June 30, 1999...................................  29

  Statements of Cash Flows for each of the years in the three-year
    period ended June 30, 1999..............................................  30

  Notes to Consolidated Financial Statements................................  32

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, 1999.................................  45

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.

                                       24
<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 generally  accepted
accounting  principles  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, 1999 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, 1999,  its system of internal  control over financial
reporting and over safeguarding of assets against unauthorized acquisition,  use
or disposition met those criteria.


/s/ Philip J. Dion
---------------------------
Philip J. Dion
Chairman and Chief Executive Officer


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


June 30, 1999

                                       25
<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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the 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,  1999  and  1998,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended June 30, 1999 in conformity with generally accepted accounting principles.
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 16, 1999

                                       26
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 1999 AND 1998

                                                            IN THOUSANDS
                                                      -------------------------
                                                         1999          1998
                                                      -----------   -----------
                                     ASSETS

Real estate inventories (Notes 2, 6 and 11)           $ 1,622,581   $ 1,113,297
Cash and short-term investments                            22,669        14,362
Receivables (Note 3)                                       33,529        41,498
Property and equipment, net (Note 4)                       72,423        33,333
Other assets (Note 5)                                     115,595       107,972
                                                      -----------   -----------
                                                      $ 1,866,797   $ 1,310,462
                                                      ===========   ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable, senior and subordinated debt (Note 6)  $ 1,040,613   $   703,938
Contractor and trade accounts payable                     115,456        78,114
Accrued liabilities and other payables                    127,980        98,066
Home sale deposits                                        145,362        80,332
Deferred income taxes (Note 7)                             22,510         4,245
Income taxes payable (Note 7)                              10,082            --
                                                      -----------   -----------
    Total liabilities                                   1,462,003       964,695
                                                      -----------   -----------
Shareholders' equity:
  Common stock, $.001 par value. Authorized
    30,000,000 shares; issued 18,221,385 shares
    and 18,107,606 shares at June 30,1999 and
    1998, respectively (Note 8)                                18            18
  Additional paid-in capital                              168,865       166,328
  Retained earnings (Note 6)                              242,075       184,890
                                                      -----------   -----------
                                                          410,958       351,236
  Less deferred compensation (Note 8)                      (6,164)       (5,469)
                                                      -----------   -----------
     Total shareholders' equity                           404,794       345,767
                                                      -----------   -----------
                                                      $ 1,866,797   $ 1,310,462
                                                      ===========   ===========

See accompanying notes to consolidated financial statements.

                                       27
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                    YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                        IN THOUSANDS
                                                                   EXCEPT PER SHARE DATA
                                                          ---------------------------------------
                                                             1999          1998          1997
                                                          -----------   -----------   -----------
<S>                                                       <C>           <C>           <C>
Revenues (Note 10)                                        $ 1,466,181   $ 1,177,767   $ 1,186,262
                                                          -----------   -----------   -----------
Costs and expenses (Note 10):
  Home construction, land and other                         1,112,525       898,754       913,872
  Selling, general and administrative                         203,711       166,343       160,924
  Interest (Note 11)                                           59,179        46,212        49,457
                                                          -----------   -----------   -----------
                                                            1,375,415     1,111,309     1,124,253
                                                          -----------   -----------   -----------
    Earnings before income taxes and extraordinary item        90,766        66,458        62,009
Income taxes (Note 7)                                          32,676        23,925        22,323
                                                          -----------   -----------   -----------
    Earnings before extraordinary item                         58,090        42,533        39,686
Extraordinary item:
  Loss from extinguishment of debt (net of $700 tax)               --            --         1,285
                                                          -----------   -----------   -----------
    Net earnings                                          $    58,090   $    42,533   $    38,401
                                                          ===========   ===========   ===========
Weighted average shares outstanding - basic                    18,174        17,829        17,580
                                                          ===========   ===========   ===========
Weighted average shares outstanding - assuming dilution        18,705        18,458        17,862
                                                          ===========   ===========   ===========
Earnings per share - basic:
  Earnings before extraordinary item                      $      3.20   $      2.39   $      2.26
  Extraordinary item                                               --            --         (0.07)
                                                          -----------   -----------   -----------
    Net earnings                                          $      3.20   $      2.39   $      2.18
                                                          ===========   ===========   ===========
Earnings per share - assuming dilution:
  Earnings before extraordinary item                      $      3.11   $      2.30   $      2.22
  Extraordinary item                                               --            --         (0.07)
                                                          ===========   ===========   ===========
    Net earnings                                          $      3.11   $      2.30   $      2.15
                                                          ===========   ===========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       28
<PAGE>
                     DELL WEBB CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<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, 1996             17,538   $      18  $ 158,262   $ 111,033   $     (70)  $  (4,467)     $ 264,776

Shares issued and retired for
stock option and restricted
stock plans, net of
  amortization                          166          --      2,046          --         261         (37)         2,270

Treasury stock acquired                (137)         --         --          --      (2,105)         --         (2,105)

Cash dividends ($.20 per share)          --          --         --      (3,512)         --          --         (3,512)

Net earnings                             --          --         --      38,401          --          --         38,401
                                  ---------   ---------  ---------   ---------   ---------   ---------      ---------

Balances at June 30, 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                      (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
                                  =========   =========  =========   =========   =========   =========      =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       29
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED JUNE 30, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             1999           1998           1997
                                                                          -----------    -----------    -----------
<S>                                                                       <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash received from customers related to community home sales            $ 1,394,475    $ 1,113,118    $ 1,115,546
  Cash received from commercial land and facility sales
    at operating communities                                                   56,746         43,185         12,395
  Cash paid for costs related to home construction at operating
    communities                                                              (881,272)      (712,509)      (742,091)
                                                                          -----------    -----------    -----------
      Net cash provided by operating community sales activities               569,949        443,794        385,850
  Cash paid for land acquisitions at operating communities                    (33,626)       (29,294)       (41,650)
  Cash paid for lot development at operating communities                     (197,650)      (147,844)      (134,709)
  Cash paid for amenity development at operating communities                  (96,650)       (45,911)       (56,503)
                                                                          -----------    -----------    -----------
      Net cash provided by operating communities                              242,023        220,745        152,988
  Cash paid for costs related to communities in the pre-operating stage      (381,361)      (162,910)       (81,755)
  Cash received from (paid for) mortgage operations                             3,138         (5,673)         2,213
  Cash received from (paid for) residential land development project           (1,361)         5,195          7,110
  Cash paid for corporate activities                                          (64,057)       (59,871)       (42,327)
  Interest paid                                                               (73,348)       (53,118)       (45,854)
  Cash paid for income taxes                                                   (2,807)       (14,930)       (14,879)
                                                                          -----------    -----------    -----------
      Net cash used for operating activities                                 (277,773)       (70,562)       (22,504)
                                                                          -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                         (43,480)       (16,855)        (4,284)
  Investments in life insurance policies                                       (1,835)        (4,568)        (3,222)
                                                                          -----------    -----------    -----------
      Net cash used for investing activities                                  (45,315)       (21,423)        (7,506)
                                                                          -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings                                                                  739,740        592,611        547,871
  Repayments of debt                                                         (407,813)      (513,531)      (506,990)
  Stock repurchases                                                            (1,445)            (9)        (2,105)
  Proceeds from exercise of common stock options                                1,818          6,126          1,121
  Dividends paid                                                                 (905)        (3,565)        (3,512)
                                                                          -----------    -----------    -----------
      Net cash provided by financing activities                               331,395         81,632         36,385
                                                                          -----------    -----------    -----------
Net increase (decrease) in cash and short-term investments                      8,307        (10,353)         6,375
Cash and short-term investments at beginning of year                           14,362         24,715         18,340
                                                                          -----------    -----------    -----------
CASH AND SHORT-TERM INVESTMENTS AT END OF YEAR                            $    22,669    $    14,362    $    24,715
                                                                          ===========    ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       30
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                    YEARS ENDED JUNE 30, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    1999         1998         1997
                                                                  ---------    ---------    ---------
<S>                                                               <C>          <C>          <C>
Reconciliation of net earnings to net
  cash used for operating activities:
  Net earnings                                                    $  58,090    $  42,533    $  38,401
  Amortization of non-cash common costs in
   costs and expenses, excluding interest                           365,260      273,173      268,806
  Amortization of capitalized interest in
   costs and expenses                                                59,179       46,212       49,457
  Deferred compensation amortization                                  2,431        1,838        1,748
  Depreciation and other amortization                                 8,134        6,725        6,425
  Deferred income taxes on earnings before extraordinary item        18,265       10,771        6,086
  Extraordinary loss from extinguishment of debt (net of tax)            --           --        1,285
  Net increase in home construction costs                           (83,198)        (152)      (4,218)
  Land acquisitions                                                 (40,619)     (69,482)     (61,499)
  Lot development                                                  (411,309)    (204,080)    (155,348)
  Amenity development                                              (279,150)     (99,280)     (89,063)
  Pre-acquisition costs                                                  --      (13,776)     (19,869)
  Net change in other assets and liabilities                         25,144      (65,044)     (64,715)
                                                                  ---------    ---------    ---------
      Net cash used for operating activities                      $(277,773)   $ (70,562)   $ (22,504)
                                                                  =========    =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       31
<PAGE>
                      DEL WEBB CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 1999, 1998 AND 1997

(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  it  operations  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
     financing and leverage; the development of future communities, including in
     new  geographic   markets;   governmental   regulation,   including  growth
     management  and land exchanges with  governmental  entities;  environmental
     considerations;  competition; the geographic concentration of the Company's
     operations;  the cyclical nature of real estate  operations;  interest rate
     increases;  fluctuations  in labor and material  costs;  natural risks that
     exist in certain of the Company's market areas; and year 2000 disruptions.

     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 based upon the estimated relative sales value that each lot
     has to the estimated  aggregate  sales value of all lots in the  community.
     Home  construction,  land and other costs and expenses  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 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
     completed real estate projects.

                                       32
<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 annual home  closings  over the life of the
     community,  which involves numerous assumptions and judgements 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,  must be  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 as an adjustment to
     the  effective  income tax rate 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.

     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  and  expenses  when  the  revenues  from  home  closings  are
     recognized.

                                       33
<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 incurs 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,  1999  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,  1999.  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 the 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,  the
     disclosures 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).

                                       34
<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.

(2)  REAL ESTATE INVENTORIES

     The components of real estate inventories are as follows:

                                                              In Thousands
                                                               at June 30,
                                                         -----------------------
                                                            1999         1998
                                                         ----------   ----------
     Home construction costs                             $  265,368   $  182,170
     Unamortized improvement and amenity costs              977,867      603,390
     Unamortized capitalized interest                        85,007       61,455
     Land held for housing                                  191,624      220,441
     Land and facilities held for future
       development or sale                                  102,715       45,841
                                                         ----------   ----------
                                                         $1,622,581   $1,113,297
                                                         ==========   ==========

     At June 30, 1999,  the Company had 418 completed  homes and 504 homes under
     construction  that  were  not  subject  to a sales  contract.  These  homes
     represented $54.7 million of home  construction  costs at June 30, 1999. At
     June 30,  1998 the  Company  had 436  completed  homes and 395 homes  under
     construction  (representing  $44.5 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,  1999  were 187  acres of  commercial  land  that are  currently  being
     marketed for sale at the Company's active adult  communities,  462 acres of
     commercial land that are currently being marketed for sale at the Company's
     Anthem Arizona  project,  541 lots on selected  residential land parcels in
     the Company's  Arizona family community  operations and all 1,466 remaining
     unsold lots in the Company's Nevada family communities.

(3)  RECEIVABLES

     Receivables are summarized as follows:

                                                              In Thousands
                                                               at June 30,
                                                         -----------------------
                                                            1999         1998
                                                         ----------   ----------
     Mortgage loans held for sale                        $   14,390   $   15,020
     Notes from sales of land and facilities                  6,466        8,090
     Escrow funds from home and land sales                    4,826       12,853
     Other                                                    7,847        5,535
                                                         ----------   ----------
                                                         $   33,529   $   41,498
                                                         ==========   ==========

                                       35
<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,
                                                         -----------------------
                                                            1999         1998
                                                         ----------   ----------
     Buildings and improvements                          $   23,796   $   11,186
     Equipment                                               61,981       43,556
     Land and improvements                                   14,613        7,965
                                                         ----------   ----------
                                                            100,390       62,707
     Less accumulated depreciation                           27,967       29,374
                                                         ----------   ----------
                                                         $   72,423   $   33,333
                                                         ==========   ==========
(5)  OTHER ASSETS

     Other assets are summarized as follows:
                                                              In Thousands
                                                               at June 30,
                                                         -----------------------
                                                            1999         1998
                                                         ----------   ----------
     Pre-acquisition costs                               $   46,783   $   51,655
     Cash surrender value of life insurance policies         27,152       24,260
     Utility costs and deposits                              12,916        9,118
     Prepaid expenses                                         9,648        6,373
     Goodwill, net                                            9,028        9,694
     Water right costs                                        3,263        3,263
     Other                                                    6,805        3,609
                                                         ----------   ----------
                                                         $  115,595   $  107,972
                                                         ==========   ==========

     Substantially  all of  pre-acquisition  costs  at June  30,  1999  and 1998
     consists    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,  substantially  all of which  would be for Sun  City  Anthem.  Any
     exchange is subject to  regulatory  approvals and other  conditions.  If an
     exchange is effected,  these costs will be  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:

                                                              In Thousands
                                                               at June 30,
                                                         -----------------------
                                                            1999         1998
                                                         ----------   ----------
     9 3/4% Senior Subordinated Debentures due 2003,
       net, unsecured                                    $   98,492   $   98,081
     9% Senior Subordinated Debentures due 2006,
       net, unsecured                                        98,176       97,902
     9 3/4% Senior Subordinated Debentures due 2008,
       net, unsecured                                       145,854      145,370
     9 3/8% Senior Subordinated Debentures due 2009,
       net, unsecured                                       195,413      194,977
     10 1/4% Senior Subordinated Debentures due 2010,
       net, unsecured                                       143,622           --
     Notes payable to banks under a revolving credit
       facility and short-term lines of credit,
       unsecured                                            301,000      111,209
     Real estate and other notes, variable interest
       rates from prime to prime plus 1% and fixed
       rates from 6.8% to 9.0%, maturities to 2006,
       primarily secured                                     58,056       56,399
                                                         ----------   ----------
                                                         $1,040,613   $  703,938
                                                         ==========   ==========

                                       36
<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 on or after March 1, 1999 and 2000 at 102.4375  and
     100  percent,  respectively,  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,  1999,  2000,  2001,  2002 and 2003 at
     104.500,  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 3/8 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"),  increased from $450 million in February 1999. If
     the Credit  Facility  is not  subsequently  amended,  it will mature in May
     2002.  Borrowings under the Credit Facility bear interest at the prime rate
     or, if the Company selects,  at the London interbank offered rate plus 1.30
     to 1.90  percent  (plus  1.30  to 2.35  percent  effective  July 1,  1999),
     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, 1999 and 1998 was 7.3 percent and 8.5 percent, respectively.

                                       37
<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,  family community  assets,
     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, 1999 the Company had
     $286.0  million  outstanding  under the Credit  Facility and $15.0  million
     outstanding  under its $25 million of short-term  lines of credit (together
     with the Credit  Facility,  the "Credit  Facilities").  At that date, $98.5
     million  of  the  $224.0  million  of  unused  capacity  under  the  Credit
     Facilities  was not  available to the Company.  However,  as a result of an
     amendment,  effective  July 1, 1999,  to the "Total  Debt to  Tangible  Net
     Worth"   covenant  under  the  Credit   Facility,   the  Company  had  full
     availability of the Credit  Facilities (the short-term lines of credit were
     $15 million as of that date).

     At June 30,  1999,  under  the most  restrictive  of the  covenants  in the
     Company's debt agreements, $50.7 million of the Company's retained earnings
     was available  for payment of cash  dividends  and the  acquisition  by the
     Company of its common stock.

     The  estimated  fair values at June 30, 1999 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 3/8%  Senior
     Subordinated Debentures due 2009 and 10 1/4% Senior Subordinated Debentures
     due 2010 were $100.0 million, $97.9 million, $149.0 million, $196.5 million
     and $151.3  million,  respectively.  The estimated  fair values at June 30,
     1998 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 and 9 3/8% Senior Subordinated Debentures due 2009 were
     $103.1  million,   $99.5  million,   $150.9  million  and  $196.8  million,
     respectively.

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

                            2000                  $  43,303
                            2001                  $   2,375
                            2002                  $ 289,195
                            2003                  $ 101,006
                            2004                  $  11,594


(7)  INCOME TAXES

     The components of income taxes on earnings  before the  extraordinary  item
     are as follows:

                                                      In Thousands
                                                   Year Ended June 30,
                                         --------------------------------------
                                           1999           1998           1997
                                         --------       --------       --------
     Current:
       Federal                           $ 13,506       $ 12,252       $ 14,029
       State                                  905            902          2,208
                                         --------       --------       --------
                                           14,411         13,154         16,237
                                         --------       --------       --------
     Deferred:
       Federal                             16,471          9,730          6,854
       State                                1,794          1,041           (768)
                                         --------       --------       --------
                                           18,265         10,771          6,086
                                         --------       --------       --------
                                         $ 32,676       $ 23,925       $ 22,323
                                         ========       ========       ========

                                       38
<PAGE>
(7)  INCOME TAXES (CONTINUED)

     In the year ended June 30, 1997, the Company also recognized a $0.7 million
     income tax benefit related to the extraordinary loss from extinguishment of
     debt.

     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,
                                                             -------------------
                                                               1999       1998
                                                             --------   --------
     Deferred tax assets:
       Net operating loss carryforwards                      $  1,401   $  1,093
       Tax credit carryforwards                                   900        621
       Liabilities of discontinued operations,
         principally due to loss provisions                     1,113      3,629
       Property and equipment, principally due
         to differences in depreciation                        10,925      2,773
       State income taxes                                       1,512      1,709
       Deferred compensation                                    7,584      6,679
       Accruals                                                12,769     10,225
       Other                                                    2,770      2,100
                                                             --------   --------
                                                               38,974     28,839
       Valuation allowance                                      3,389      3,389
                                                             --------   --------
                                                               35,585     25,450
                                                             --------   --------
     Deferred tax liabilities:
       Real estate, principally due to basis differences       57,641     27,106
       Other                                                      454      2,589
                                                             --------   --------
                                                               58,095     29,695
                                                             ========   ========
           Net deferred income tax liability                 $ 22,510   $  4,245
                                                             ========   ========

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

                                                         In Thousands
                                                      Year Ended June 30,
                                               --------------------------------
                                                 1999        1998        1997
                                               --------    --------    --------
     Expected taxes at current federal
       statutory income tax rate               $ 31,768    $ 23,260    $ 21,703
     State income taxes, net of federal
       benefit                                    2,696       2,438       2,856
     Federal and state tax credits               (2,146)     (1,798)     (2,210)
     Adjustments due to the settlement of
       audits and resolution of issues               85        (351)        252
     Change in deferred tax asset valuation
       allowance                                     --          --        (473)
     Other                                          273         376         195
                                               --------    --------    --------
           Income taxes                        $ 32,676    $ 23,925    $ 22,323
                                               ========    ========    ========

     At June 30, 1999 the Company had a state net operating loss carryforward of
     $28.0 million that expires in fiscal 2019.

                                       39
<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 (1991 ELTIP, 1993 ELTIP,
     1995 ELTIP and 1998 ELTIP,  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.

     Effective in fiscal 1997 the Company adopted the disclosure requirements of
     SFAS No. 123, ACCOUNTING FOR STOCK-BASED  COMPENSATION.  As permitted under
     SFAS No. 123, the Company  will  continue to measure  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
     1999, 1998, 1997 and 1996.  Management  believes that the fiscal 1999, 1998
     and 1997 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, 1999,  1998 and 1997 are set
     forth below:

                                                       1999      1998     1997
                                                       ----      ----     ----
     Reported:
       Net earnings                                  $58,090   $42,533   $38,401
       Net earnings per share - basic                   3.20      2.39      2.18
       Net earnings per share - assuming dilution       3.11      2.30      2.15

     Pro forma:
       Net earnings                                   56,890    41,588    37,777
       Net earnings per share - basic                   3.13      2.33      2.15
       Net earnings per share - assuming dilution       3.04      2.25      2.11

                                       40
<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:

                                                         1999     1998     1997
     ---------------------------------------------------------------------------
     Risk free interest rate                             5.71%    5.65%    6.26%
     Expected life (in years)                             7.4      7.5      7.4
     Expected volatility                                   30%      29%      27%
     Expected dividend yield                             0.82%    1.08%    1.17%
     ---------------------------------------------------------------------------

     Stock option activity for the years ended June 30, 1999,  1998, and 1997 is
     summarized as follows:

<TABLE>
<CAPTION>
                                        1999                       1998                       1997
                              ------------------------------------------------------------------------------
                                             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       1,807,632    $    16.61    1,981,613    $    15.12    1,801,288    $    14.82
         Granted                 372,879         25.91      372,750         20.97      339,665         16.39
         Exercised              (138,570)        15.79     (460,506)        13.30      (94,017)        11.93
         Canceled               (109,120)        21.02      (86,225)        19.06      (65,323)        17.89
                              ----------    ----------   ----------    ----------   ----------    ----------
     Options outstanding
       at end of year          1,932,821    $    18.21    1,807,632    $    16.61    1,981,613    $    15.12
                              ==========    ==========   ==========    ==========   ==========    ==========
     Options exercisable
       at end of year          1,098,619    $    15.16    1,050,291    $    14.47    1,287,530    $    13.49
                              ==========    ==========   ==========    ==========   ==========    ==========
     Weighted average
       fair valueof options
       granted during year             $10.90                     $ 8.32                     $ 6.46
                                       ======                     ======                     ======
</TABLE>

     Stock options outstanding at June 30, 1999 were as follows:

                              Options Outstanding            Options Exercisable
     -----------------------------------------------------   -------------------
                                   Weighted       Weighted              Weighted
                                    Average        Average               Average
        Range of                   Remaining      Exercise              Exercise
     Exercise Price    Options  Contractual Life    Price      Options    Price
     --------------    -------  ----------------    -----      -------    -----
     $ 8.00 - $ 9.89    140,419     1.6 years     $   8.67     140,419  $   8.67
     $10.44 - $14.53    359,036     2.8              12.78     359,036     12.78
     $15.71 - $18.10    519,916     5.9              16.40     372,130     16.41
     $20.56 - $27.22    913,450     8.2              22.84     227,034
                     ----------                              ----------
                      1,932,821     6.1 years     $  18.21   1,098,619  $  15.16
                      =========     ===           ========   =========  ========

     Shares granted, net of cancellations,  under the Company's restricted stock
     plans during the years ended June 30, 1999, 1998 and 1997 aggregated 96,930
     shares,  128,070  shares and  109,200  shares,  respectively.  The  Company
     recognized  compensation  expense of $2.4  million,  $1.8  million and $1.7
     million related to shares granted under the restricted  stock plans for the
     years ended June 30, 1999, 1998 and 1997, 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 $1.3  million,  $1.7  million  and $2.6
     million for the years  ended June 30,  1999,  1998 and 1997,  respectively.

                                       41
<PAGE>
(10) REVENUES AND COSTS AND EXPENSES

     The components of revenues and costs and expenses:

                                                        In Thousands
                                                     Year Ended June 30,
                                              ----------------------------------
                                                 1999        1998        1997
                                              ----------  ----------  ----------
     Revenues:
       Homebuilding:
         Active adult communities             $1,084,463  $  830,728  $  786,746
         Family and country club communities     302,658     287,656     357,343
                                              ----------  ----------  ----------
           Total homebuilding                  1,387,121   1,118,384   1,144,089
       Land and facility sales                    61,861      48,522      31,289
       Other                                      17,199      10,861      10,884
                                              ----------  ----------  ----------
                                              $1,466,181  $1,177,767  $1,186,262
                                              ==========  ==========  ==========
     Costs and expenses:
       Home construction and land:
         Active adult communities             $  807,518  $  624,361  $  595,401
         Family and country club communities     244,607     237,332     289,526
                                              ----------  ----------  ----------
           Total homebuilding                  1,052,125     861,693     884,927
       Cost of land and facility sales            52,268      33,479      26,051
       Other cost of sales                         8,132       3,582       2,894
                                              ----------  ----------  ----------
           Total home construction,
             land and other                    1,112,525     898,754     913,872
       Selling, general and administrative       203,711     166,343     160,924
       Interest                                   59,179      46,212      49,457
                                              ----------  ----------  ----------
                                              $1,375,415  $1,111,309  $1,124,253
                                              ==========  ==========  ==========

(11) INTEREST

     The following table shows the components of interest:

                                                            In Thousands
                                                         Year Ended June 30,
                                                     ---------------------------
                                                      1999      1998      1997
                                                     -------   -------   -------
     Interest incurred and capitalized               $82,731   $61,546   $51,917
                                                     =======   =======   =======
     Amortization of capitalized interest in costs
       and expenses                                  $59,179   $46,212   $49,457
                                                     =======   =======   =======
     Unamortized capitalized interest included
       in real estate inventories at year end        $85,007   $61,455   $46,121
                                                     =======   =======   =======
     Interest income                                 $ 1,081   $ 1,072   $ 1,510
                                                     =======   =======   =======

     Interest income is included in other revenues.

                                       42
<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.

                                                    In Thousands
                                                 Year Ended June 30,
                                      -----------------------------------------
                                         1999           1998           1997
                                      -----------    -----------    -----------
     Revenues:
       Active adult communities       $ 1,111,366    $   846,837    $   804,617
       Family and country club
         communities                      344,051        321,591        361,873
       Corporate and other                 10,764          9,339         19,772
                                      -----------    -----------    -----------
                                      $ 1,466,181    $ 1,177,767    $ 1,186,262
                                      ===========    ===========    ===========
     EBIT:
       Active adult communities       $   171,311    $   122,968    $   115,808
       Family and country club
         communities                       39,548         37,862         39,990
       Corporate and other                (60,914)       (48,160)       (44,332)
                                      -----------    -----------    -----------
                                      $   149,945    $   112,670    $   111,466
                                      ===========    ===========    ===========
     Amortization of Capitalized
       Interest:
       Active adult communities       $    44,816    $    33,492    $    33,502
       Family and country club
         communities                       14,363         12,720         15,955
       Corporate and other                     --             --             --
                                      -----------    -----------    -----------
                                      $    59,179    $    46,212    $    49,457
                                      ===========    ===========    ===========
     Assets at Year End:
       Active adult communities       $ 1,213,448    $   895,919    $   743,365
       Family and country club
         communities                      444,889        259,780        209,956
       Corporate and other                208,460        154,763        133,341
                                      -----------    -----------    -----------
                                      $ 1,866,797    $ 1,310,462    $ 1,086,662
                                      ===========    ===========    ===========
     Expenditures for Real Estate
       Inventories:
       Active adult communities       $ 1,053,866    $   698,763    $   619,085
       Family and country club
         communities                      452,787        253,589        275,994
       Corporate and other                    103            312          1,842
                                      -----------    -----------    -----------
                                      $ 1,506,756    $   952,664    $   896,921
                                      ===========    ===========    ===========
     Purchases of Property and
       Equipment:
       Active adult communites        $    19,733    $    13,822    $     2,742
       Family and country club
         communities                          904            523            208
       Corporate and other                 22,843          2,510          1,334
                                      -----------    -----------    -----------
                                      $    43,480    $    16,855    $     4,284
                                      ===========    ===========    ===========

                                       43
<PAGE>
(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  statemens
     of the Company taken as a whole.

     The  Company  has  issued  surety  bonds  and  standby  letters  of  credit
     aggregating $273.1 million at June 30, 1999.

     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 $13.6
     million,  $10.5 million and $7.5 million for the years ended June 30, 1999,
     1998 and 1997,  respectively.  Minimum lease  payments (in thousands) to be
     made by the Company under non-cancelable lease agreements are as follows:

                              2000              $ 10,415
                              2001                 8,201
                              2002                 5,033
                              2003                 3,930
                              2004                 2,748
                       Later years                12,660
                                                --------
                                                $ 42,987
                                                ========

(14) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     Quarterly financial  information for the years ended June 30, 1999 and 1998
     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,
                                                     1999       1999        1998          1998
                                                     ----       ----        ----          ----
<S>                                               <C>         <C>         <C>           <C>
     Revenues                                     $ 518,858   $ 324,428   $ 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

                                                   June 30,   March 31,  December 31, September 30,
                                                     1998       1998        1997          1997
                                                     ----       ----        ----          ----
     Revenues                                     $ 396,075   $ 254,714   $ 278,935     $ 248,043
     Net earnings                                    17,622       7,520      11,266         6,125
     Net earnings per share - basic                     .97         .42         .64           .35
     Net earnings per share - assuming dilution         .94         .40         .62           .34
</TABLE>

                                       44
<PAGE>
                                                                     SCHEDULE II

                      DEL WEBB CORPORATION AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
                    YEARS ENDED JUNE 30, 1999, 1998 AND 1997


<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>
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
                               ========    =======     =======     ========    ========
1997
Reserve for residential land
  development project          $  7,126    $   365     $    --     $     --    $  7,491
Reserves for disposal costs
  of discontinued operations     12,209         --          --        1,827      10,382
                               --------    -------     -------     --------    --------
                               $ 19,335    $   365     $    --     $  1,827    $ 17,873
                               ========    =======     =======     ========    ========
</TABLE>

                                       45
<PAGE>
                              DEL WEBB CORPORATION
                           Report on Form 10-K For The
                            Year Ended June 30, 1999


                               10-K EXHIBIT INDEX
                        NON-FINANCIAL STATEMENT EXHIBITS


Exhibits Filed

EXHIBIT NO.
-----------
   10.1        Second  Amendment to Second  Amended and Restated  Revolving Loan
               Agreement by and among Del Webb  Corporation  and Bank of America
               National  Trust and Savings  Association  as Agent,  and Bank One
               Arizona, NA, as Co-Agent, entered into as of July 20, 1999.

   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        Del Webb Corporation  Management Incentive Plan Fiscal 2000 (July
               1, 1999 - June 30, 2000).

   10.5        1999/00  Executive  Management  Incentive  Plan  Award  Agreement
               between the Registrant and Philip J. Dion dated July 22, 1999.

   10.6        1999/00  Executive  Management  Incentive  Plan  Award  Agreement
               between the Registrant and LeRoy C. Hanneman,  Jr. dated July 22,
               1999.

   10.7        Amendment to  Employment  Agreement  between Anne L. Mariucci and
               Del Webb Corporation dated May 1, 1999.

   10.8        Del Webb  Corporation  1998  Executive  Long-Term  Incentive Plan
               effective November 4, 1998.

   10.9        Del Webb  Corporation 1998 Director Stock Plan effective July 23,
               1998.

   10.10       Second  Amendment  to  the  Del  Webb  Corporation   Supplemental
               Executive Retirement Plan No. 1 effective June 26, 1996.

   10.11       Second  Amendment  to  the  Del  Webb  Corporation   Supplemental
               Executive Retirement Plan No. 2 effective June 26, 1996.
<PAGE>
   10.12       Third  Amendment  to  the  Del  Webb   Corporation   Supplemental
               Executive Retirement Plan No. 2 effective February 11, 1998.

   10.13       Not Used.

   21.0        Subsidiaries of the Registrant.

   23.0        Consent of KPMG LLP.

   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.

   3.1         The Bylaws of the  Registrant  effective  November  1,  1994,  as
               amended on  February  13,  1996,  incorporated  by  reference  to
               Exhibit  3.1 to  Registrant's  Report  on Form  10-K for the year
               ended June 30, 1996.

   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

                                        2
<PAGE>
               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.

   10.14       Change in Control  Agreement  letter  dated March 15,  1999,  and
               related  list of  recipients,  as  incorporated  by  reference to
               Exhibit 10.14 to Registrant's Report on Form 10-Q for the quarter
               ended March 31, 1999.

   10.15       Second Amended and Restated Revolving Loan Agreement by and among
               Del Webb  Corporation  and Bank of  America  National  Trust  and
               Savings  Association  as  Agent,  and Bank One  Arizona,  NA,  as
               Co-Agent,  dated June 5, 1998; as amended by the First  Amendment
               to  the   Agreement   entered  into  as  of  February  19,  1999,
               incorporated by reference to Exhibit 10.1 to Registrant's  Report
               on Form 10-Q for the quarter ended March 31, 1999.

   10.16       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.

   10.17       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.

   10.18       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.

   10.19       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.

   10.20       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.

                                        3
<PAGE>
   10.21       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.

   10.22       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.

   10.23       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.

   10.24       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.

   10.25       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.

   10.26       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.

   10.27       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.

   10.28       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.

   10.29       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.

                                        4
<PAGE>
   10.30       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.

   10.31       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.

   10.32       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 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.

   10.33       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.

   10.34       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.

   10.35       Supplemental   Executive  Retirement  Plan  No.  2  Participation
               Agreement as of April 11, 1997 between the  Registrant  and LeRoy
               C.  Hanneman.,  incorporated  by  reference  to Exhibit  10.41 to
               Registrant's  Report  on Form  10-K for the year  ended  June 30,
               1997.

   10.36       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.

   10.37       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.

                                        5
<PAGE>
   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 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 April 11, 1997 between the Registrant
               and Anne L. Mariucci,  incorporated by reference to Exhibit 10.38
               to  Registrant's  Report on Form 10-K for the year ended June 30,
               1997.

   10.41       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.

   10.42       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.

   10.43       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 Form 10-Q dated February 9, 1998.

   10.44       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 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.

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

                                        6