<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
Registration Statement No. 333-44279
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
D.R. HORTON, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1531 75-2386963
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
1901 ASCENSION BLVD., SUITE 100
ARLINGTON, TEXAS 76006
(817) 856-8200
</TABLE>
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
CHARLES N. WARREN, ESQ.
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
D.R. HORTON, INC.
1901 ASCENSION BLVD., SUITE 100
ARLINGTON, TEXAS 76006
(817) 856-8200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
COPIES OF COMMUNICATION TO:
IRWIN F. SENTILLES, III, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1717 MAIN STREET, SUITE 5400
DALLAS, TEXAS 75201
(214) 698-3100
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and the
effective time of the merger (the "Merger") of Continental Homes Holding Corp.,
a Delaware corporation ("Continental"), with and into D.R. Horton, Inc., a
Delaware corporation ("Horton"), as described in the Agreement and Plan of
Merger, dated as of December 18, 1997 (the "Merger Agreement"), between Horton
and Continental attached as Appendix A to the Proxy Statement/Prospectus forming
part of this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
----------------
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.
THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
================================================================================
<PAGE>
This Post-Effective Amendment No. 1 to Form S-4 Registration Statement
(Registration No. 333-44279) of D.R. Horton, Inc. is being filed pursuant to
Rule 462(d) solely to add exhibits to Amendment No. 3 to Form S-4 Registration
Statement that became effective on March 16, 1998.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS:
EXHIBIT
NUMBER EXHIBITS
------- --------
2.1 Agreement and Plan of Merger, dated as of December 18, 1997, by and
between D.R. Horton, Inc. and Continental Homes Holding Corp.
(included in Joint Proxy Statement/Prospectus as Appendix A). The
Registrant agrees to furnish supplementally a copy of omitted
schedules to the Commission upon request.
3.1 Amended and Restated Certificate of Incorporation, as amended(1)
3.2 Amended and Restated Bylaws(2)
4.1 See Exhibits 3.1 and 3.2
4.2 Indenture, dated as of June 9, 1997, among Horton., the Guarantors
named therein and American Stock Transfer & Trust Company, as
Trustee(3)
4.3 First Supplemental Indenture, dated as of June 9, 1997, among
Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(4)
4.4 Second Supplemental Indenture, dated as of September 30, 1997, among
Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(7)
5.1 Opinion of Gibson, Dunn & Crutcher LLP
*8.1 Tax Opinion of Gibson, Dunn & Crutcher LLP
*8.2 Tax Opinion of Cahill Gordon & Reindel
10.1 Master Loan and Inter-Creditor Agreement, dated as of December 19,
1997, among D.R. Horton, Inc., as Borrower, NationsBank, N.A.,
Bank of America National Trust and Savings Association, Fleet
National Bank, Bank United, Comerica Bank, The First National Bank
of Chicago, Credit Lyonnais New York Branch, PNC Bank, National
Association, Amsouth Bank of Alabama, Bank One, Arizona, NA,
Societe Generale, Southwest Agency, First American Bank Texas,
SSB, Harris Trust and Savings Bank, and Sanwa Bank California as
Banks; and NationsBank, N.A., as Administrative Agent(6).
10.2 Restated Working Capital Line of Credit Agreement dated as of July
15, 1997, by and between D.R. Horton, Inc., as Borrower, and
Barnett Bank, N.A., as Lender(5)
10.3 Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
dated as of December 18, 1997, by and between W. Thomas Hickcox
and Continental Homes Holding Corp.
10.4 Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
dated as of December 18, 1997, by and between Bruce F. Dickson and
Continental Homes Holding Corp.
11.1 Statement re computation of per share earnings.
12.1 Computations of ratio of earnings to fixed charges for D.R. Horton,
Inc., Continental Homes Holding Corp. and the combined company.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Whittington, McLemore, Land, Davis & White
23.4 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1
and 8.1)
23.5 Consent of Cahill Gordon & Reindel (included in Exhibit 8.2)
24.1 Powers of Attorney (included in Part II of the Registration
Statement).
II-1
<PAGE>
EXHIBIT
NUMBER EXHIBITS
------- --------
99.1 Consent of Donaldson, Lufkin & Jenrette Securities Corporation
99.2 Consent of Salomon Smith Barney
99.3 Consent of Morgan Stanley & Co. Incorporated
- ------------
* Filed herewith
(1) Incorporated by reference from Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1995, filed with the
Commission on November 22, 1995.
(2) Incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997.
(3) Incorporated by reference from Exhibit 4.1(a) to the Registrant's
Registration Statement on Form S-3 (No. 333-27521), filed with the
Commission on May 21, 1997.
(4) Incorporated by reference from Exhibit 4.1 to the Registrant's Form
8-K/dated April 1, 1997, filed with the Commission on June 9, 1997.
(5) Incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1997, filed with the
Commission on December 8, 1997.
(6) Incorporated herein by reference from Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, filed
with the Commission on January 27, 1998.
(7) Incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1997, filed with the
Commission on December 8, 1997.
II-2
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO ITS REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF ARLINGTON, STATE OF TEXAS, ON APRIL 20, 1998.
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 POST-
EFFECTIVE AMENDMENT NO. 1 TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DONALD R. HORTON Chairman of the Board and April 20, 1998
- ------------------------------ President (Principal
DONALD R. HORTON Executive Officer)
/s/ RICHARD BECKWITT Director April 20, 1998
- ------------------------------
RICHARD BECKWITT
/s/ RICHARD I. GALLAND Director April 20, 1998
- ------------------------------
RICHARD I. GALLAND
/s/ RICHARD L. HORTON Director April 20, 1998
- ------------------------------
RICHARD L. HORTON
/s/ TERRILL J. HORTON Director April 20, 1998
- ------------------------------
TERRILL J. HORTON
/s/ DAVID J. KELLER Treasurer, Chief Financial April 20, 1998
- ------------------------------ Officer and Director
DAVID J. KELLER (Principal Accounting and
Financial Officer)
/s/ FRANCINE I. NEFF Director April 20, 1998
- ------------------------------
FRANCINE I. NEFF
/s/ SCOTT J. STONE Director April 20, 1998
- ------------------------------
SCOTT J. STONE
/s/ DONALD J. TOMNITZ Director April 20, 1998
- ------------------------------
DONALD J. TOMNITZ
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
Director
- ------------------------------
W. THOMAS HICKCOX
Director
- ------------------------------
BRADLEY S. ANDERSON
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBITS
------- --------
2.1 Agreement and Plan of Merger, dated as of December 18, 1997, by and
between D.R. Horton, Inc. and Continental Homes Holding Corp.
(included in Joint Proxy Statement/Prospectus as Appendix A). The
Registrant agrees to furnish supplementally a copy of omitted
schedules to the Commission upon request.
3.1 Amended and Restated Certificate of Incorporation, as amended(1)
3.2 Amended and Restated Bylaws(2)
4.1 See Exhibits 3.1 and 3.2
4.2 Indenture, dated as of June 9, 1997, among Horton., the Guarantors
named therein and American Stock Transfer & Trust Company, as
Trustee(3)
4.3 First Supplemental Indenture, dated as of June 9, 1997, among
Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(4)
4.4 Second Supplemental Indenture, dated as of September 30, 1997, among
Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(7)
5.1 Opinion of Gibson, Dunn & Crutcher LLP
*8.1 Tax Opinion of Gibson, Dunn & Crutcher LLP
*8.2 Tax Opinion of Cahill Gordon & Reindel
10.1 Master Loan and Inter-Creditor Agreement, dated as of December 19,
1997, among D.R. Horton, Inc., as Borrower, NationsBank, N.A.,
Bank of America National Trust and Savings Association, Fleet
National Bank, Bank United, Comerica Bank, The First National Bank
of Chicago, Credit Lyonnais New York Branch, PNC Bank, National
Association, Amsouth Bank of Alabama, Bank One, Arizona, NA,
Societe Generale, Southwest Agency, First American Bank Texas,
SSB, Harris Trust and Savings Bank, and Sanwa Bank California as
Banks; and NationsBank, N.A., as Administrative Agent(6).
10.2 Restated Working Capital Line of Credit Agreement dated as of July
15, 1997, by and between D.R. Horton, Inc., as Borrower, and
Barnett Bank, N.A., as Lender(5)
10.3 Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
dated as of December 18, 1997, by and between W. Thomas Hickcox
and Continental Homes Holding Corp.
10.4 Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
dated as of December 18, 1997, by and between Bruce F. Dickson and
Continental Homes Holding Corp.
11.1 Statement re computation of per share earnings.
12.1 Computations of ratio of earnings to fixed charges for D.R. Horton,
Inc., Continental Homes Holding Corp. and the combined company.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Whittington, McLemore, Land, Davis & White
23.4 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1
and 8.1)
23.5 Consent of Cahill Gordon & Reindel (included in Exhibit 8.2)
24.1 Powers of Attorney (included in Part II of the Registration
Statement).
99.1 Consent of Donaldson, Lufkin & Jenrette Securities Corporation
99.2 Consent of Salomon Smith Barney
99.3 Consent of Morgan Stanley & Co. Incorporated
- ------------
* Filed herewith
(1) Incorporated by reference from Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1995, filed with the
Commission on November 22, 1995.
(2) Incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997.
(3) Incorporated by reference from Exhibit 4.1(a) to the Registrant's
Registration Statement on Form S-3 (No. 333-27521), filed with the
Commission on May 21, 1997.
<PAGE>
(4) Incorporated by reference from Exhibit 4.1 to the Registrant's Form
8-K/dated April 1, 1997, filed with the Commission on June 9, 1997.
(5) Incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1997, filed with the
Commission on December 8, 1997.
(6) Incorporated herein by reference from Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, filed
with the Commission on January 27, 1998.
(7) Incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1997, filed with the
Commission on December 8, 1997.
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
April 20, 1998
D.R. Horton, Inc.
1901 Ascension Boulevard
Suite 100
Arlington, Texas 76006
Re: Amendment No. 3 on Form S-4 to the Registration Statement of D.R.
Horton, Inc.
Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the proposed merger (the "Merger") of Continental Homes Holding
Corp., a Delaware corporation (the "Company"), with and into D.R. Horton, Inc.,
a Delaware corporation ("Horton"). The Merger will be effected pursuant to the
terms and conditions of the Agreement and Plan of Merger, dated as of December
18, 1997, between Horton and the Company (the "Merger Agreement"). The Merger
Agreement is attached as Appendix A to Amendment No. 3 on Form S-4 to the
Registration Statement of D.R. Horton, Inc. (File No. 333-44279), filed on
February 23, 1998, with the Securities and Exchange Commission in connection
with the Merger (the "Amended Registration Statement"). Defined terms used and
not otherwise defined herein have the meanings ascribed to them in the Merger
Agreement.
In formulating our opinion, we have examined the Merger Agreement, the
Joint Proxy Statement/Prospectus of Horton and the Company that is included in
the Amended Registration Statement (the "Prospectus"), and such other documents
as we deemed necessary or appropriate, and have, with your permission, relied
upon, and assumed as correct now and as of the Effective Time, (i) the accuracy
of the statements and facts concerning the Merger set forth in the Merger
Agreement and the Prospectus, (ii) that the Merger will be consummated in the
manner
<PAGE>
contemplated by, and in accordance with, the terms set forth in the Merger
Agreement and the Prospectus, and (iii) the accuracy of (a) the representations
made to us by Horton, which are set forth in an officer's certificate delivered
to us by Horton, dated April 20, 1998; and (b) the representations made to us by
the Company, which are set forth in an officer's certificate delivered to us by
the Company, dated April 20, 1998.
Based upon the facts and statements set forth above, our examination and
review of the documents referred to above, and subject to the assumptions set
forth above, we are of the opinion that:
1. The Merger will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Horton and the Company each will be treated as a party to a
reorganization within the meaning of Section 368(b) of the Code.
3. Under Code Section 354(a)(1), no gain or loss will be recognized
by the holders of Company Shares upon the receipt of shares of
DRHI Common Stock in exchange for Company Shares, except that a
stockholder who receives cash in lieu of a fractional share
interest in DRHI Common Stock will recognize gain or loss equal
to the difference between such cash and the basis allocated to
the fractional share interest.
Furthermore, the discussion under the caption "Certain Federal Income Tax
Consequences" in the Amended Registration Statement accurately describes the
foregoing opinion and the material federal income tax consequences of the
Merger. We express no opinion concerning any tax consequences of the Merger
other than those specifically set forth or referred to herein.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service, and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or the facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions and representations on which we relied, may affect the
continuing validity of the opinion set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Amended Registration Statement and further consent to the use of our name under
the caption "Certain Federal Income Tax Consequences" in the Amended
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 8.2
[LETTERHEAD OF CAHILL GORDON & REINDEL]
April 20, 1998
Continental Homes Holding Corp.
7001 N. Scottsdale Road
Suite 2050
Scottsdale, Arizona 85253
Ladies and Gentlemen:
We have acted as counsel to Continental Homes Holding Corp., a
Delaware corporation (the "Company"), in connection with the merger (the
"Merger") of the Company with and into D.R. Horton, Inc., a Delaware corporation
("Horton"), pursuant to the Agreement and Plan of Merger between the Company and
Horton, dated as of December 18, 1997 (the "Merger Agreement"). Any capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Merger Agreement or, if not defined therein, in the Joint Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") that was included in
Amendment No. 1 to the Registration Statement on Form S-4 (the "Amended
Registration Statement"), Registration No. 333-44279, covering the registration
of DRHI Common Stock under the Securities Act of 1933, as amended (the "Act"),
as filed by Horton with the Securities and Exchange Commission on February 23,
1998.
For purposes of this opinion, we have relied, with your consent, upon
the accuracy and completeness of the statements and representations contained in
(i) an Officer's Certificate of each of the Company and Horton, dated the date
hereof, (ii) the Merger Agreement and (iii) the Proxy Statement/Prospectus,
which statements and representations we have not verified. We have also assumed
that the Merger will be consummated in accordance with the Merger Agreement and
as described in the Proxy Statement/Prospectus.
Based upon and subject to the forgoing, we are of the opinion that,
for federal income tax purposes, the Merger will constitute a tax-free
reorganization within the meaning of Section 354(a)(1) and Section 368(a) of the
Internal Revenue Code of 1986, as amended (except with respect to cash received
in lieu of fractional shares).
In addition, the discussion under the caption "Certain Federal Income
Tax Consequences" in the Proxy Statement/Prospectus accurately describes the
foregoing opinion and the material federal income tax consequences of the
Merger.
<PAGE>
We express no opinion concerning any tax consequences of the Merger
other than those specifically set forth or referred to herein.
We hereby consent to the reference to our firm in the Proxy
Statement/Prospectus under the caption "Certain Federal Income Tax Consequences"
and to the inclusion of this opinion as an exhibit to the Amended Registration
Statement. Our consent to such reference does not constitute a consent under
Section 7 of the Act, as in consenting to such reference we have not certified
any part of the Amended Registration Statement and do not otherwise come within
the categories of persons whose consent is required under Section 7 or under the
rules of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
2
