<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1997
Registration No. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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D.R. HORTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2386963
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
CHARLES N. WARREN
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
1901 ASCENSION BLVD., SUITE 100
ARLINGTON, TEXAS 76006
(817) 856-8200
1901 ASCENSION BLVD., SUITE 100 (NAME, ADDRESS, INCLUDING ZIP CODE,
ARLINGTON, TEXAS 76006 AND
(817) 856-8200 TELEPHONE NUMBER, INCLUDING AREA CODE,
(ADDRESS, INCLUDING ZIP CODE, AND OF AGENT FOR SERVICE)
TELEPHONE
NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
COPIES OF COMMUNICATIONS TO:
IRWIN F. SENTILLES, III DANIEL J. ZUBKOFF
GIBSON, DUNN & CRUTCHER LLP CAHILL GORDON & REINDEL
1717 MAIN STREET, SUITE 5400 EIGHTY PINE STREET
DALLAS, TEXAS 75201 NEW YORK, NEW YORK 10005
(214) 698-3100 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-21183
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF NUMBER OF MAXIMUM AGGREGATE
SECURITIES TO BE SHARES TO BE OFFERING PRICE OFFERING PRICE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2)(3) (2)(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......... 115,000 $11.50 $1,322,500 $401
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</TABLE>
(1) Includes 15,000 shares of Common Stock which the Underwriters have the
option to purchase from the Company to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Based on the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange Composite Tape on March 6, 1997.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 FILE NO. 333-
21183
D.R. Horton, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-3 in its entirety the Registration Statement
on Form S-3 (File No. 333-21183), as to which Post-Effective Amendment No. 1
was declared effective on March 10, 1997 by the Securities and Exchange
Commission (the "Commission"), including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ARLINGTON, STATE OF TEXAS, ON MARCH 10, 1997.
D.R. Horton, Inc.
By: /s/ Donald R. Horton
-----------------------------------
Donald R. Horton
Chairman of the Board and
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
Donald R. Horton Chairman of the March 10, 1997
- ------------------------------------- Board and President
DONALD R. HORTON (Principal
Executive Officer)
Richard Beckwitt* Director March 10, 1997
- -------------------------------------
RICHARD BECKWITT
Richard I. Galland* Director March 10, 1997
- -------------------------------------
RICHARD I. GALLAND
Richard L. Horton* Director March 10, 1997
- -------------------------------------
RICHARD L. HORTON
Terrill J. Horton* Director March 10, 1997
- -------------------------------------
TERRILL J. HORTON
/s/ David J. Keller* Treasurer, Chief March 10, 1997
- ------------------------------------- Financial Officer
DAVID J. KELLER and Director
(Principal
Accounting and
Financial Officer)
1
<PAGE>
SIGNATURE TITLE DATE
Director
- -------------------------------------
FRANCINE I. NEFF
Scott J. Stone* Director March 10, 1997
- -------------------------------------
SCOTT J. STONE
Donald J. Tomnitz* Director March 10, 1997
- -------------------------------------
DONALD J. TOMNITZ
*By: /s/ Donald R. Horton
----------------------------------
DONALD R. HORTON
ATTORNEY-IN-FACT
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBITS NUMBERED PAGE
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<C> <S> <C>
5.1 --Opinion of Gibson, Dunn & Crutcher LLP, Dallas,
Texas, as to the validity of the shares of Common
Stock being registered
23.1 --Consent of Gibson, Dunn & Crutcher LLP, Dallas,
Texas (See Exhibit 5.1)
23.2 --Consent of Ernst & Young LLP, Fort Worth, Texas
24.1 --Powers of Attorney (incorporated by reference to
Registration Statement
on Form S-3, File No. 333-21183)
</TABLE>
<PAGE>
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP APPEARS HERE]
EXHIBIT 5.1
March 10, 1997
D.R. Horton, Inc.
1901 Ascension Boulevard
Suite 100
Arlington, TX 76006
Re: Abbreviated Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for D. R. Horton, Inc., a Delaware
corporation (the "Company), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 100,000 shares of common
stock, par value $.01 per share, of the Company (the "Common Stock") for sale by
the Company (plus up to an additional 15,000 shares of Common Stock (the "Option
Shares") issuable upon exercise of the over-allotment option described in the
Abbreviated Registration Statement (as such term is defined below) pursuant to a
Registration Statement on Form S-3 (the "Abbreviated Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 462(b) under the Act (all of such 115,000 shares of Common Stock are herein
collectively referred to as the "Shares").
In connection with our examination of documents as hereinafter described,
we have assumed the genuineness of all signatures on, and the authenticity of,
all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as copies. With respect to
agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.
For the purpose of rendering this opinion, we have made such factual and
legal examination as we deemed necessary under the circumstances, and in that
connection we have examined, among other things, originals or copies of the
following:
<PAGE>
D.R. Horton, Inc.
March 10, 1997
Page 2
(1) The Certificate of Incorporation of the Company, as amended to
date;
(2) The Bylaws of the Company, as amended to date;
(3) Minutes of meetings of the Company's Board of Directors at which
action was taken with respect to the transactions covered by this
opinion and minutes of other corporate proceedings; and
(4) Such other certificates and assurances from public officials,
officers and representatives of the Company that we considered
necessary or appropriate for the purpose of rendering this
opinion.
On the basis of the foregoing examination, and in reliance thereon, we are
of the opinion that, assuming that the Executive Committee of the Board of
Directors duly approves the number of shares to be issued and the price of such
shares, the Shares when issued and delivered to and paid for by the Underwriters
as described in the Abbreviated Registration Statement will be validly issued,
fully paid and nonassessable.
This opinion is limited to the present corporate laws of the State of
Delaware, the present federal laws of the United States and to the present
judicial interpretations thereof and to the facts as they presently exist. We
undertake no obligation to advise you as a result of developments occurring
after the date hereof or as a result of facts or circumstances brought to our
attention after the date hereof. This opinion may be filed as an exhibit to the
Abbreviated Registration Statement. Consent is also given to the reference to
this firm under the caption "Legal Opinions" in the prospectus incorporated by
reference in the Abbreviated Registration Statement. In giving this consent, we
do not admit we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm under the captions "Selected
Financial Information" and "Experts" in the Post-Effective Amendment No. 1 to
the Registration Statement (Form S-3 No. 333-21183) and related Prospectus of
D.R. Horton, Inc. incorporated by reference into this Registration Statement
(Form S-3 333-______) and to the incorporation by reference in Post-Effective
Amendment No. 1 incorporated by reference herein of our report dated November 8,
1996, with respect to the consolidated financial statements of D.R. Horton, Inc.
included in its Annual Report (Form 10-K) for the year ended September 30, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Fort Worth, Texas
March 7, 1997
