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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
D.R. HORTON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2386963
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(State of Incorporation or Organization) (IRS Employer Identification No.)
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
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(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file
number to which this form relates: ---------------
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be
------------------- Registered
-------------------
6 7/8% Convertible Subordinated Notes Due 2002 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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Pursuant to the Agreement and Plan of Merger, dated as of December 18,
1997, between the Registrant and Continental Homes Holding Corp., a Delaware
corporation ("Continental"), subject to stockholder approval of the two
companies, Continental will merge with and into the Registrant (the "Merger"),
with the Registrant as the surviving corporation. The 6 7/8% Convertible
Subordinated Notes due 2002 (the "Securities") were issued by Continental on
November 10, 1995 and on December 5, 1995 in the aggregate principal amount of
$86,250,000. As of the date hereof, the Securities are outstanding in the
aggregate principal amount of $86,093,000. On the effectiveness of the Merger
(the "Effective Time"), the Registrant, as successor to Continental, will assume
all the obligations of Continental under the Securities and the Indenture, dated
as of November 1, 1995, between Continental and Manufacturers and Traders Trust
Company, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture, dated as of April 20, 1998, between the Registrant and the Trustee,
pursuant to which the Securities were issued. In addition, at the Effective
Time, the Securities will become convertible into the number shares of Common
Stock, par value $.01, of the Registrant ("Horton Common Stock") equal to the
product of the conversion rate of the Securities immediately prior to the
Effective Time (42.105 shares of Common Stock, par value $.01, of Continental
per $1,000 principal amount) times the exchange ratio of 2.25, or 94.73625
shares of Horton Common Stock per $1,000 principal amount. The Securities are
described in the information set forth under the caption entitled "Description
of Notes" in the Prospectus previously filed by Continental pursuant to Rule
424(b) (Registration No. 33-63539) November 7, 1995 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), which is incorporated herein by reference. At
the Effective Time, the Securities will be unsecured and subordinated in right
of payment to all existing and future Senior Indebtedness (as defined in the
Prospectus) of the Registrant, as successor to Continental, and will be also
effectively subordinated to all liabilities of the Registrant's subsidiaries.
As of March 31, 1998, on a pro forma basis after giving effect to the
effectiveness of the Merger, the aggregate amount of outstanding indebtedness
that, by the terms of the Securities, will be senior to such Securities, was
approximately $771,000,000.The Indenture does not prohibit or limit the ability
of the Registrant or any of its subsidiaries to incur additional Senior
Indebtedness or other indebtedness. See "Description of Notes" referenced above.
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Item 2. Exhibits.
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Exhibit No. Description
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1 Indenture, dated as of November 1, 1995, between Continental
and Manufacturers and Traders Trust Company, as Trustee,
incorporated herein by reference from Exhibit 4.1 to
Continental's Form 10-Q filed with the Securities and Exchange
Commission on January 13, 1996 (SEC File No. 0-14830).
2* Form of First Supplemental Indenture, dated as of April 20,
1998, between D.R. Horton, Inc. and Manufacturers and Traders
Trust Company, as Trustee.
* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
D.R. HORTON, INC.
Date: April 13, 1998 By: /s/ DAVID J. KELLER
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David J. Keller
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT
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1 Indenture, dated as of November 1, 1995, between
Continental and Manufacturers and Traders Trust
Company, as Trustee, incorporated herein by reference
from Exhibit 4.1 to Continental's Form 10-Q filed with
the Securities and Exchange Commission on January 16,
1996 (SEC File No. 0-14830).
2* Form of First Supplemental Indenture, dated as of
April 20, 1998, between D.R. Horton, Inc. and
Manufacturers and Traders Trust Company, as Trustee.
* Filed herewith.
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EXHIBIT 2
FORM OF SUPPLEMENTAL INDENTURE
_______________________________________________________________________________
_______________________________________________________________________________
D.R. HORTON, INC.
AND
MANUFACTURERS AND TRADERS TRUST COMPANY,
as
Trustee
___________
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 20, 1998
___________
6 - 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2002
_______________________________________________________________________________
_______________________________________________________________________________
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 1998, between D.R.
HORTON, INC., a Delaware corporation (the "Company"), and MANUFACTURERS AND
TRADERS TRUST COMPANY, a duly organized and existing banking corporation
organized under the laws of the State of New York, as trustee (the "Trustee").
RECITALS
WHEREAS, Continental Homes Holding Corp., a Delaware corporation
("Continental"), and the Trustee entered into the Indenture dated as of November
1, 1995 (the "Indenture"), pursuant to which Continental issued $86,250,000
principal amount of 6 - 7/8% Convertible Subordinated Notes due 2002 (the
"Securities");
WHEREAS, on April 20, 1998, pursuant to the laws of the State of Delaware
and in accordance with the terms of the Agreement and Plan of Merger, dated as
of December 18, 1997 (the "Merger Agreement"), by and between the Company and
Continental, Continental was duly merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation;
WHEREAS, as a result of the Merger, the Company succeeded to all
obligations, duties and liabilities of Continental under the Indenture as if
incurred or contracted by the Company;
WHEREAS, the Company desires to supplement the Indenture to provide for the
assumption by the Company of all obligations of Continental pursuant to Section
5.01 of the Indenture and to provide for adjustment of the conversion rate
pursuant to Section 10.17 of the Indenture; and
WHEREAS, the execution of this First Supplemental Indenture has been duly
authorized by the Board of Directors of the Company and all things necessary to
make this First Supplemental Indenture a valid, binding and legal instrument
according to its terms have been done and performed;
NOW THEREFORE, for and in consideration of the premises, the Company
covenants and agrees with the Trustee for the equal and ratable benefit of the
respective holders of the Securities as follows:
ARTICLE I.
ASSUMPTION BY THE COMPANY
1.1 The Company hereby assumes all the obligations of Continental under
the Securities and the Indenture.
1.2 The Indenture is hereby amended so that all references to Continental
shall, where appropriate, be deemed to be referenced to "D.R. Horton, Inc." and
further amended to reflect such changes in phraseology or form as may be
required thereby. Section 12.02 to the Indenture is hereby amended so that the
references to the Company's address shall be deemed to be 1901 Ascension Blvd.,
Suite 100, Arlington, Texas 76006, Attention: Chief Financial Officer.
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ARTICLE II.
CONVERSION
2.1. In accordance with Section 10.17 of the Indenture, the Holder of a
Security may convert such Security into the kind and amount of securities, cash
or other assets which he would have owned immediately after the Merger if the
Holder had converted the Security immediately before the effective date of the
Merger (the "Effective Time"). The conversion rate immediately after the
Effective Time will be equal to the product of the conversion rate immediately
before the Effective Time times the exchange ratio of 2.25, which was determined
in accordance with the procedures specified in the Merger Agreement.
2.2. The conversion rate remains subject to the adjustments provided for
in Article 10 of the Indenture.
ARTICLE III.
FORM OF SECURITY
3.1. In accordance with Article I of this First Supplemental Indenture,
Exhibit A to the Indenture is hereby amended so that all references to
Continental shall, where appropriate, be deemed to be referenced to "D.R.
Horton, Inc." and further amended to reflect such changes in phraseology or form
as may be required thereby.
3.2. Exhibit A to the Indenture is hereby amended so that the references
to the Company's address shall be deemed to be 1901 Ascension Blvd., Suite 100,
Arlington, Texas 76006, Attention: Chief Financial Officer.
3.3. In accordance with Section 10.17 of the Indenture and Articles I and
II of this First Supplemental Indenture, paragraph 8 of Exhibit A to the
Indenture is hereby amended so that, after giving effect to the Merger, the
initial conversion rate of the Securities shall be 94.73625 shares of Common
Stock, par value $.01, of the Company per $1,000 principal amount of the
Securities.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
4.1. This First Supplemental Indenture constitutes a supplement to the
Indenture, and the Indenture and this First Supplemental Indenture shall be read
together and shall have the effect so far as practicable as though all of the
provisions thereof and hereof are contained in one instrument.
4.2. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall together constitute but one
and the same instrument.
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4.3. In the event that any provision in this First Supplemental Indenture
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
4.4. The article and section headings herein are for convenience only and
shall not affect the construction hereof.
4.5. Any capitalized term used in this First Supplemental Indenture and
not defined herein that is defined in the Indenture shall have the meaning
specified in the Indenture, unless the context shall otherwise require.
4.6. All covenants and agreements in this First Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.
4.7. This First Supplemental Indenture shall be deemed to be a contract
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of such State.
4.8. Except as amended by this First Supplemental Indenture, the terms and
provisions of the Indenture shall remain in full force and effect.
4.9. The Trustee accepts the modifications of the trust effected by this
First Supplemental Indenture, but only upon the terms and conditions set forth
in the Indenture. Without limiting the generality of the foregoing, the Trustee
assumes no responsibility for the correctness of the recitals herein contained
which shall be taken as the statements of the Company and the Trustee shall not
be responsible or accountable in any way whatsoever for or with respect to the
validity or execution or sufficiency of this First Supplemental Indenture and
the Trustee makes no representation with respect thereto.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
D.R. HORTON, INC.
By:
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Name:
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Title:
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MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee
By:
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Name:
-----------------------------------
Title:
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