<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Continental Homes Holding Corp.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
21148C102
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of person
authorized to receive notices and communications)
December 23, 1997
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 15
<PAGE>
CUSIP NO. 21148C102 13D PAGE 2 OF 15 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-1568099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 373,790
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 373,790
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 373,790
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON* HC
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to the
Common Stock, $.01 par value (the "Common Stock"), of Continental Homes Holding
Corp., a Delaware corporation (the "Issuer"), which has its principal executive
office at 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f) This Statement on Schedule 13D is being filed
by Travelers Group Inc., a Delaware corporation ("TRV"). All of the Common
Stock reported herein is directly beneficially owned by subsidiaries of TRV.
The principal executive offices of TRV are located, and the principal business
is conducted, at 388 Greenwich Street, New York, New York 10013.
TRV is a diversified financial services company engaged, through its
subsidiaries, in investment and asset management services, consumer finance
services and life and property-casualty insurance services.
The names, citizenship, business addresses and principal occupations
or employments of each of the executive officers and directors of TRV are set
forth in Annex A, which is incorporated herein by reference.
(d) and (e) Except as set forth or incorporated by reference
herein, during the last five years, none of TRV or, to the best knowledge of
TRV, any of the persons listed in Annex A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
any material judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for the purchases of the shares of Common Stock
and Convertible Notes (as defined in Item 5 herein) was working capital of the
TRV subsidiaries which purchased the subject securities. The aggregate purchase
prices of shares of Common Stock and Convertible Notes are shown on Annex B
hereto, which is incorporated herein by reference.
Page 3 of 15
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
A portion of the shares of Common Stock reported herein were purchased
by a subsidiary of TRV as part of a risk arbitrage strategy. The remainder of
the shares of Common Stock and all of the Convertible Notes (as defined in Item
5 herein) reported herein were purchased, independently, for accounts or mutual
funds managed by other TRV subsidiaries.
Another subsidiary of TRV is engaged by the Issuer to act as its
exclusive financial advisor in connection with the pending merger with D.R.
Horton, Inc., which was announced on December 19, 1997.
Subsidiaries of TRV review their respective holdings of Issuer
securities on a continuing basis. Depending on such evaluations of the Issuer's
business and prospects, and upon future developments (including, but not limited
to, market prices of the Common Stock and Convertible Notes and availability and
alternative uses of funds; as well as conditions in the securities markets and
general economic and industry conditions), each subsidiary may acquire other
securities of the Issuer or sell all or a portion of its Common Stock or
Convertible Notes or other securities of the Issuer, now owned or hereafter
acquired. To the best of TRV's knowledge, all transactions reported herein were
made on the basis of publicly available information. Except as otherwise
described herein, none of TRV or, to the best knowledge of TRV, any of the
persons listed in Annex A hereto, has any plans or proposals relating to or
which would result in any of the transactions described in Items 4 (a)-(j) of
Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) TRV is reporting on behalf of subsidiaries whose
individual percentages of beneficial ownership do not exceed 5%. TRV may be
deemed to share voting and dispositive power with respect to shares of Common
Stock directly beneficially owned by its subsidiaries and may be deemed to have
an indirect beneficial interest in such shares. Accordingly, TRV is the only
entity whose indirect beneficial ownership on an aggregate basis exceeds 5%.
As of the date hereof, TRV may be deemed to beneficially own 373,790
shares of Common Stock, which includes 239,265 shares of Common Stock and
134,525 shares of Common Stock issuable upon conversion of 3,195,000 6 7/8%
Convertible Subordinated Notes due 11/1/02 (the "Convertible Notes"). 373,790
shares of Common Stock represents 5.3% of the outstanding shares of Common Stock
(based on 6,992,455 shares of Common Stock outstanding, which is the sum of the
6,857,930 shares of Common Stock outstanding as of September 30, 1997, as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1997, and the 134,525 shares that would be issued upon conversion of
the Convertible Notes).
Page 4 of 15
<PAGE>
Except as set forth or incorporated by reference herein, none of TRV
or, to the best knowledge of TRV, the persons listed in Annex A hereto,
beneficially owned any Common Stock or Convertible Notes on December 23, 1997.
(c) The dates, number of shares and prices per share for all
purchases and sales of Common Stock and Convertible Notes by subsidiaries of TRV
from October 24, 1997 through the date hereof are shown on Annex B hereto, which
is incorporated herein by reference. All such purchases and sales of Common
Stock and Convertible Notes were effected on the New York Stock Exchange.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None of TRV or, to the best knowledge of TRV, the persons listed in
Annex A hereto, has any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 5 of 15
<PAGE>
ANNEXES
A. Executive Officers and Directors of Travelers Group Inc.
B. Description of Purchases and Sales of shares of Common Stock and
Convertible Notes by subsidiaries of TRV from October 24, 1997 through the
date hereof.
Page 6 of 15
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 12, 1998
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
-----------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
Page 7 of 15
<PAGE>
January 1998
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
C. Michael Armstrong Chairman & Chief Executive Officer
Director (USA) AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron Executive Director
Director (USA) Carnegie Hall Corporation
881 Seventh Avenue
New York, New York 10019
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Edward H. Budd Retired Chairman
Director (USA) Travelers Insurance Companies
One Tower Square
Hartford, Connecticut 06183
Joseph A. Califano, Jr. Chairman & Chief Executive Officer
Director (USA) The Center on Addiction & Substance Abuse
at Columbia University
152 West 57th Street
New York, New York 10019
Douglas D. Danforth Executive Associates
Director (USA) One PPG Place
Suite 2210
Pittsburgh, Pennsylvania 15222
James Dimon President & Chief Operating Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Page 8 of 15
<PAGE>
Leslie B. Disharoon Former Chairman, President & Chief Executive
Director (USA) Officer
Monumental Corporation
2 Chittenden Lane
Owings Mills, Maryland 21117
The Honorable Gerald R. Ford Former President of the United States
Director (USA) Post Office Box 927
Rancho Mirage, California 92270
Thomas W. Jones Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Ann Dibble Jordan Consultant
Director (USA) Former Director of Social Services,
University of Chicago Medical Center
4610 Kenmore Drive, NW
Washington, DC 20007
Robert I. Lipp Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Michael T. Masin Vice Chairman & President - International
Director (USA) GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Deryck C. Maughan Vice Chairman
Director (Great Britain) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Page 9 of 15
<PAGE>
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
Frank J. Tasco Retired Chairman
Director (USA) Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Linda J. Wachner Chairman, President & Chief Executive Officer
Director (USA) Warnaco Group Inc.
90 Park Avenue
New York, New York 10016
Sanford I. Weill Chairman & Chief Executive Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Joseph R. Wright, Jr. Chairman & Chief Executive Officer
Director (USA) AMTEC, Inc.
599 Lexington Avenue
New York, New York 10022-6030
Arthur Zankel Co-Managing Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
Steven D. Black Vice Chairman & Chief Operating Officer
Executive Officer (USA) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Michael A. Carpenter Executive Vice President
Executive Officer (USA) Travelers Group Inc.
One Tower Square
Hartford, Connecticut 06183
Page 10 of 15
<PAGE>
Charles J. Clarke Chairman & Chief Executive Officer -
Executive Officer (USA) Commercial Lines
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Donald R. Cooper Chairman
Executive Officer (USA) Resource Deployment Inc.
307 West 7th Street
Fort Worth, Texas 76102
Peter M. Dawkins Chairman & Chief Executive Officer
Executive Officer (USA) Travelers Group Diversified Distribution
Services, Inc.
388 Greenwich Street
New York, New York 10013
Irwin Ettinger Executive Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jay S. Fishman Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jeffrey B. Lane Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jon C. Madonna Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marjorie Magner President & Chief Operating Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Heidi G. Miller Senior Vice President & Chief Financial
Executive Officer (USA) Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Page 11 of 15
<PAGE>
Joseph J. Plumeri II Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Charles O. Prince, III Executive Vice President, General Counsel &
Executive Officer (USA) Secretary
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marc P. Weill Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Robert B. Willumstad Chairman & Chief Executive Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Page 12 of 15
<PAGE>
ANNEX B
Set forth below are the purchases and sales of shares of Common Stock by
subsidiaries of TRV from October 24, 1997 through the date hereof. The
following purchases and sales were made for accounts or mutual funds managed by
subsidiaries of TRV.
Number of Number of
Trade Date Shares Purchased Shares Sold Price Per Share
- -------------------------------------------------------------------------
10/27/97 2,700 $30.9370
600 $30.4370
10/28/97 1,000 $29.6250
11/05/97 3,400 $30.6250
11/07/97 1,800 $32.0000
11/10/97 3,000 $32.3120
11/11/97 600 $31.2500
11/12/97 2,400 $30.5620
2,429 $30.5000
11/25/97 600 $31.6870
300 $31.8120
200 $33.0000
11/26/97 600 $32.3120
1,100 $32.3750
200 $32.5000
12/01/97 132 $32.6875
12/03/97 4,800 $33.8125
12/19/97 200 $38.6870
400 $38.7500
800 $38.8120
1,700 $39.1250
800 $35.5312
800 $35.5312
1,000 $38.8750
12/22/97 12,500 $39.7500
12/23/97 1,000 $39.7500
1,000 $39.7500
7,000 $39.3750
12,500 $39.1875
11,000 $39.1875
400 $39.1875
1,000 $39.7500
52 $39.5000
61 $39.5000
12/24/97 5,000 $39.1250
Page 13 of 15
<PAGE>
400 $39.1250
12/30/97 1,000 $39.3125
1,000 $39.3750
1,000 $39.5000
5,000 $39.5000
4,500 $40.5000
5,000 $40.5000
5,000 $40.5000
3,500 $40.5000
55,000 $40.5625
5,000 $40.5625
2,300 $40.5625
12/31/97 4,900 $40.5000
1,500 $40.5625
500 $40.6250
1,500 $40.6250
800 $40.5625
1,500 $40.6250
1,500 $40.6250
1/2/98 50 $39.5000
The following purchases and sales were made as part of a risk arbitrage
strategy.
Number of Number of
Trade Date Shares Purchased Shares Sold Price Per Share
- ---------------------------------------------------------------------------
12/19/97 10,000 $39.2500
10,000 $39.8000
10,000 $39.8625
10,000 $39.7500
12/22/97 10,000 $39.5000
10,000 $39.5500
15,000 $39.8000
10,000 $39.7500
12/30/97 5,000 $40.1875
2,000 $39.7500
5,000 $40.2500
3,000 $39.8125
Page 14 of 15
<PAGE>
Set forth below are the purchases and sales of Convertible Notes by
subsidiaries of TRV from October 24, 1997 through the date hereof. The
following purchases and sales were made for accounts or mutual funds managed by
subsidiaries of TRV.
Number of Number of
Convertible Convertible Price Per
Trade Date Notes Purchased Notes Sold Convertible Note
- ---------------------------------------------------------------------
11/14/97 19,000 $136.1250
19,000 $136.1250
19,000 $136.1250
11/18/97 19,000 $139.0000
12/22/97 1,000,000 $171.2500
12/23/97 1,000,000 $168.7500
Page 15 of 15
