SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
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. |_| 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
to be so Registered Which Each Class is to be
Registered
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Common Stock, par value $.01 per share 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.
The registered securities hereunder are common stock, par value $.01
per share (the "Common Stock"), of D.R. Horton, Inc., a Delaware corporation
(the "Company"). The Company's authorized capital stock is 100,000,000 shares of
Common Stock and 30,000,000 shares of preferred stock, par value $.10 per share
(the "Preferred Stock").
Holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. There
are no cumulative voting rights with respect to the election of directors.
Accordingly, the holder or holders of a majority of the outstanding shares of
Common Stock will be able to elect the entire Board of Directors of the Company
(the "Board"). Holders of Common Stock have no preemptive rights and are
entitled to such dividends as may be declared by the Board out of funds legally
available therefor. The Common Stock is not entitled to any sinking fund,
redemption or conversion provisions. On liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to share ratably in the
net assets of the Company remaining after the payment of all credits and
liquidation preferences of preferred stock of the Company, if any. The
outstanding shares of Common Stock are duly authorized, validly issued, fully
paid and nonassessable.
The Company currently has the following provisions in its charter or
bylaws which could be considered to be "anti-takeover" provisions: (i) an
article in its charter prohibiting stockholder action by written consent; (ii)
an article in its charter requiring the affirmative vote of the holders of
two-thirds of the outstanding shares of Common Stock to remove a director; (iii)
a bylaw limiting the persons who may call special meetings of stockholders to
the Board or a committee thereof so empowered by the Board, the Company's Bylaws
or by law; and (iv) a bylaw providing time limitations for nominations for
election to the Board or for proposing matters which can be acted upon at
stockholders' meetings. These provisions may have the effect of delaying
stockholder actions with respect to certain business combinations and the
election of new members to the Board. As such, the provisions could have the
effect of discouraging open market purchases of Common Stock because they may be
considered disadvantageous by a stockholder who desires to participate in a
business combination or elect a new director. Additionally, the issuance of
preferred stock of the Company under certain circumstances could have the effect
of delaying or preventing a change of control or other corporate action.
The Board is authorized, subject to any limitations prescribed by law,
to provide for the issuance of shares of Preferred Stock in one or more series,
and by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, and to fix the designations, powers, preferences and rights of
the shares of each such series and any qualifications, limitations or
restrictions thereof. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the shares
of Common Stock, without a vote of the holders of the Preferred Stock, or of any
series thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing the series of Preferred Stock.
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The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
the Company's outstanding voting stock) from engaging in a "business
combination" with the Company for three years following the date that person
became an interested stockholder unless: (i) before that person became an
interested stockholder, the Board approved the transaction in which the
interested stockholder became an interested stockholder or approved the business
combination; (ii) upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the Company outstanding at
the time the transaction commenced (excluding stock held by persons who are both
directors and officers of the Company or by certain employee stock plans); or
(iii) on or following the date on which that person became an interested
stockholder, the business combination is approved by the Company's Board and
authorized at a meeting of stockholders by the affirmative vote of the holders
of at least 662/3% of the outstanding voting stock of the Company (excluding
shares held by the interested stockholder). A "business combination" includes
mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder.
Item 2. Exhibits.
The following exhibits are incorporated by reference to documents
previously filed as indicated below.
Exhibit No. Description
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1 Amended and Restated Certificate of Incorporation, as amended,
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 Amended and Restated Bylaws, 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.
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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 30, 1998
By:/s/ David J. Keller
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David J. Keller
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit
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1 Amended and Restated Certificate of Incorporation, as amended,
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 Amended and Restated Bylaws, 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.
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