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
September 23, 1998
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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 1-14122 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)
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Item 5. Other Events.
On September 23, 1998, D. R. Horton, Inc. (the "Company") gave notice that on
November 1, 1998 the Company would redeem all of its outstanding 6 7/8%
Convertible Subordinated Notes due 2002 (the "Notes"). Pursuant to Article 3 of
the Indenture governing the Notes, such redemption will be at $1,034.38, plus
accrued interest in the amount of $34.38, for a total payment of $1,068.76 for
each $1,000 principal amount of Notes.
The Notes are convertible into shares of the Company's common stock at a
conversion rate of 94.73625 shares of Company common stock for each $1,000
principal amount of Notes prior to 5:00 p.m. New York time on October 29, 1998.
No payment or adjustment will be made for interest accrued on the Notes
surrendered for conversion or for dividends on the common stock issued on
conversion.
The Notice of Redemption is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Notice of Redemption dated September 22, 1998.
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: September 23, 1998
D. R. Horton, Inc.
By: /s/Charles N. Warren
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Charles N. Warren
Senior Vice President
EXHIBIT 99.1
Notice of Redemption and Expiration
of Conversion Privilege
D.R. HORTON, INC.
6 7/8% Convertible Subordinated Notes Due 2002
(Originally Issued by Continental Homes Holding Corp.)
CUSIP No. 23331A-AB-5*
Conversion Termination Date: October 29, 1998
Redemption Date: November 1, 1998
NOTICE IS HEREBY GIVEN that D.R. Horton, Inc., a Delaware corporation
(the "Company"), has elected to redeem on November 1, 1998 (the "Redemption
Date"), all of its outstanding 6 7/8% Convertible Subordinated Notes Due 2002
(the "Notes"). This Notice is given pursuant to Article 3 of the Indenture,
dated as of November 1, 1995 (the "Indenture"), between Continental Homes
Holding Corp., a Delaware corporation, and Manufacturers and Traders Trust
Company, a New York corporation, as trustee (the "Trustee"), as assumed by the
Company pursuant to the First Supplemental Indenture, dated as of April 20,
1998, between the Company and the Trustee. Pursuant to the terms of the
Indenture, and as a result of the call for redemption, holders of the Notes
("Holders") are entitled to receive from the Company on redemption the sum of
$1,034.38, plus accrued interest from May 1, 1998 to the Redemption Date of
$34.38 for each $1,000 principal amount of Notes, for a total price of $1,068.76
for each $1,000 principal amount of Notes. The Notes are convertible into shares
of Common Stock, $0.01 par value, of the Company (the "Common Stock") at the
conversion price and in the manner described below until 5:00 p.m. (New York
time) on October 29, 1998 (the "Conversion Termination Date").
Alternatives Available to Holders of Notes
1. Conversion of Notes into Common Stock: The Notes are convertible
into Common Stock of the Company at the conversion rate of 94.73625 shares of
Common Stock for each $1,000 principal amount of Notes. No fractional share or
scrip representing a fractional share of Common Stock will be issued upon
conversion of the Notes. In lieu of any fractional share, an equivalent amount
will be paid in cash on the basis of the closing price of the Common Stock as
reported for The New York Stock Exchange Composite Transactions on the business
day next preceding the date of conversion. No payment or adjustment will be made
for interest accrued on Notes surrendered for conversion or for dividends on the
Common Stock issued on conversion. Pursuant to Section 10.02 of the Indenture,
no payment of funds is required to convert the Notes because the Notes have been
called for redemption.
HOLDERS OF THE NOTES ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR
THE COMPANY'S COMMON STOCK. THE DEADLINE FOR CONVERSION OF THE NOTES IS 5:00
P.M. (NEW YORK TIME) ON OCTOBER 29, 1998, THE CONVERSION TERMINATION DATE.
2. Redemption of Notes: Notes which have not been converted into Common
Stock by 5:00 p.m. (New York time) on October 29, 1998, the Conversion
Termination Date, will be redeemed on November 1, 1998, the Redemption Date, for
the sum of $1,034.38, plus accrued interest from May 1, 1998, to November 1,
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1998, the Redemption Date, of $34.38, for a total redemption price of $1,068.76
(the "Redemption Price") for each $1,000 principal amount of Notes. From and
after the Redemption Date, interest will cease to accrue and Holders will have
no other rights as Holders other than the right to receive the Redemption Price,
without further interest, upon surrender of their certificates representing the
Notes.
3. Sale of Notes through Ordinary Brokerage Transactions: Holders may
continue to sell Notes through open market brokerage transactions. If made
sufficiently in advance of the Conversion Termination Date, buyers thereof may
convert the Notes into Common Stock in the manner described above. Holders
should consult with their own brokers as to this procedure. After 5:00 p.m. (New
York time) on the Conversion Termination Date, Holders will not be entitled to
convert the Notes into Common Stock, and after that date the market value of the
Notes will reflect only the right to receive the Redemption Price and will not
reflect the market value of the Common Stock.
Elections to convert are irrevocable. Holders may also elect to convert
a portion of any Note having a principal amount of greater than $1,000 and
redeem the remaining portion. Holders must make such apportionment in increments
of $1,000 of principal amount.
Manner of Conversion
To convert Notes into Common Stock, the Holder must
(1) complete and sign the conversion notice on the back of the certificate
representing such Notes,
(2) obtain guarantee of signature on the back of the certificate
representing such Notes,
(3) surrender the certificates representing such Notes prior to 5:00 p.m.
(New York time) on the Conversion Termination Date, October 29, 1998,
by hand or mail to the Conversion Agent, Manufacturers and Traders
Trust Company (the "Agent"), at the following address:
Conversion by Mail, Hand, or Overnight Delivery
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Manufacturers and Traders Trust Company
One M&T Plaza, 7th Floor
Buffalo, New York 14203
Attention: Russell Whitley, Corporate Trust Group
(4) if the notice of election is signed by a party other than the
registered Holder of the Notes, such certificates must also be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company, and
(5) pay any transfer or similar tax, if required.
THE CONVERSION PRIVILEGE EXPIRES AT 5:00 P.M. (NEW YORK TIME) ON THE
CONVERSION TERMINATION DATE, OCTOBER 29, 1998. EXTRA TIME SHOULD BE ALLOWED FOR
CERTIFICATES SENT BY MAIL BECAUSE THEY MUST BE RECEIVED BY THE AGENT BY THE
REQUIRED TIME. ANY NOTES THAT HAVE NOT BEEN RECEIVED BY MANUFACTURERS AND
TRADERS TRUST COMPANY FOR CONVERSION BY THAT TIME WILL AUTOMATICALLY BE REDEEMED
AS SET FORTH ABOVE.
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Manner of Redemption
To receive the Redemption Price for any Note being redeemed, the Holder
must surrender the certificate representing such Note to the Paying Agent,
Manufacturers and Traders Trust Company, at the following address:
Redemption by Mail, Hand, or Overnight Delivery
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Manufacturers and Traders Trust Company
One M&T Plaza, 7th Floor
Buffalo, New York 14203
Attention: Russell Whitley, Corporate Trust Group
In the case of Notes surrendered for redemption on or prior to the
Conversion Termination Date, the certificates representing such Notes must be
accompanied by written notice of election to redeem such Notes. If the notice of
election is signed by a party other than the registered Holder of the Notes,
such certificates must also be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company.
General
A copy of this Notice of Redemption is being sent to all Holders of
record of the Notes. Additional copies of such document may be obtained from
Corporate Counsel, D.R. Horton, Inc. (telephone (817) 856-8200).
D.R. HORTON, INC.
Dated: September 22, 1998
*The CUSIP number is included solely for the convenience of the Note
Holders. Neither the Company nor the Trustee nor any paying agent or conversion
agent shall be responsible for the selection or use of the CUSIP number, nor is
any representation made as to its correctness on the Notes or as indicated in
any redemption notice.
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