SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 19,1997
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(Date of Report--Date of Earliest Event Reported)
D. R. Horton, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-4112 75-2386963
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1901 Ascension Boulevard, Suite 100, Arlington, Texas 76006
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(Address of Principal Executive Offices)
(817) 856-8200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On December 19, 1997, D.R. Horton, Inc. (the "Registrant") announced that it had
entered into a definitive agreement and plan of merger pursuant to which
Continental Homes Holding Corporation would be merged into Registrant. The
announcement was by means of a news release attached hereto as Exhibit 99.1.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 News release dated December 19, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 24, 1997
D.R. Horton, Inc.
By:/s/ Charles N. Warren
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Charles N. Warren
Senior Vice President
Exhibit 99.1
[GRAPHIC OMITTED]
PRESS RELEASE
Rick Beckwitt, EVP
FOR MORE INFORMATION CONTACT: David J. Keller, EVP
ADDRESS: 1901 Ascension Blvd., Suite 100, Arlington, TX 76006
PHONE: 817-856-8200
DATE: December 19, 1997 FOR IMMEDIATE RELEASE
D.R. HORTON, INC. AND CONTINENTAL HOMES ANNOUNCE MERGER
ARLINGTON, TEXAS -- D.R. Horton, Inc. (NYSE:DHI) and Continental Homes
Holding Corp. (NYSE: CON) Friday (December 19, 1997) announced that they have
entered into a definitive agreement and plan of merger pursuant to which
Continental would be merged into Horton.
The merger, which was unanimously approved by both companies' Boards of
Directors, will create one of the largest and most geographically diversified
single-family homebuilders in the United States, with operations in 21 states
and 29 markets. Using the latest public information, the Companies had latest
twelve months combined revenues of $1.6 billion and closed 10,172 homes. Over
the last twelve months, the combined company would be the fourth largest
homebuilder in the United States based upon revenues and homes closed and would
be among the best capitalized companies in the homebuilding industry.
Donald R. Horton, Chairman and President of D.R. Horton, Inc. said, "We are
extremely excited about the prospects of combining the operations of D.R.
Horton, Inc. and Continental Homes. The merger represents the combination of two
of the best performing homebuilders in the industry and is expected to be
accretive to D.R. Horton earnings. The combined company will be one of the
largest builders in the United States and our combined equity will provide an
excellent platform for continued growth. Together, we will have a leading market
share in six of the strongest homebuilding markets in the United States:
Arizona, California, Colorado, Florida, Georgia and Texas. In addition, there
will be significant opportunities for operating synergies and expansion of
Continental's mortgage operations. We are delighted to join forces with the
outstanding management team led by President and Chief Executive Officer of
Continental, Tom Hickcox. Given Continental's management depth and historical
success, we plan to operate Continental as a separate operating region."
Tom Hickcox, President and Chief Executive Officer of Continental, stated,
"D.R. Horton, Inc. has a proven track record of success in the homebuilding
industry. We at Continental are pleased to be teaming-up with D.R. Horton, Inc.
and look forward to continued growth and profitability. By combining our
operations, we expand our product line to capture more price points, as well as
<PAGE>
solidify our presence in several of the best homebuilding markets in the United
States. Our Board is confident that the merger with D.R. Horton, Inc. is in the
best interests of our stockholders and our people."
Under the terms of the merger agreement, the ratio of the number of Horton
shares to be exchanged for Continental shares in the proposed merger will be
determined pursuant to a floating exchange ratio. The final exchange ratio will
be determined based on the average of Horton's stock price 15 randomly selected
trading days within the 30 consecutive trading days ending five days prior to
the closing date. The floating exchange ratio operates as follows:
<TABLE>
<CAPTION>
Horton Share Price Below $14.50 $14.50-$16.87 $16.88-$18.78 $18.79-$19.78 Above $19.79
- ----------------------------- ------------------- ------------------ ------------------ ------------------- -------------------
<S> <C> <C> <C> <C> <C>
Exchange Ratio * 2.759 2.759-2.370 2.370 2.370-2.250 2.250
Implied Purchase Price Below $40.00 $40.00 $40.00-$44.50 $44.50 Above $44.50
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<FN>
(*) Represents the number of Horton shares issued for each share of
Continental
</FN>
</TABLE>
The merger has been structured as a tax-free transaction and will be
treated as a pooling of interests for accounting purposes. Based upon the
closing stock price of D.R. Horton, Inc. on December 18, 1997, the exchange
ratio for the transaction would be 2.312, and implies a purchase price per share
of $44.50. The merger is subject to the approval of stockholders of both
companies, various pre-merger regulatory approvals, and other customary closing
conditions and is expected to close late in the first calendar quarter of 1998.
As part of the merger, Continental's Interim Chairman of the Board Bradley
Anderson and Chief Executive Officer and President Tom Hickcox will join
Horton's board, increasing the number of directors to eleven.
As of September 30, 1997, D.R. Horton, Inc. had $719.8 million in assets.
For the year then ended, D.R. Horton reported revenue of $837.3 million and net
income of $36.2 million.
As of November 30, 1997, Continental Homes Holding Corp. had $544.4 million
in assets. For the latest twelve months ended November 30, 1997, Continental
reported revenues of $737.3 million and net income of $27.7 million.
Donaldson, Lufkin & Jenrette acted as the financial advisor of Horton and
Smith Barney, Inc. acted as financial advisor to Continental. Morgan Stanley &
Co. acted as financial advisor to the independent members of Continental's Board
of Directors.
Portions of this document may constitute "forward looking statements" as
defined by federal law. Although the companies believe any such statements are
based on reasonable assumptions, there is no assurance that actual outcomes will
not be materially different. Additional information about issues that could lead
to material changes in performance is contained in the companies' annual reports
on Form 10-K, which are filed with the Securities and Exchange Commission.
