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
April 20, 1998
-------------------------------------------------
(Date of Report--Date of Earliest Event Reported)
D.R. Horton, Inc.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-14122 75-2386963
- ---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1901 Ascension Boulevard, Suite 100, Arlington, Texas 76006
-----------------------------------------------------------
(Address of Principal Executive Offices)
(817) 856-8200
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
Pursuant to an Agreement and Plan of Merger, dated as of December 18, 1997
(the "Merger Agreement"), between the Registrant and Continental Homes Holding
Corp., a Delaware corporation ("Continental"), on April 20, 1998 (i) Continental
was merged with and into the Registrant (the "Merger"), with the Registrant as
the surviving corporation, and (ii) each outstanding share of common stock, $.01
par value, of Continental (other than treasury shares, shares held by any wholly
owned subsidiary of Continental and shares held by the Registrant or any wholly
owned subsidiary of the Registrant) was converted into the right to receive 2.25
shares of common stock, $.01 par value, of the Registrant ("Registrant Common
Stock"), plus cash in lieu of fractional shares of Registrant Common Stock.
The exchange ratio for the Merger was determined in accordance with the
Merger Agreement on the basis of the average of the closing prices of Registrant
Common Stock as reported for New York Stock Exchange Composite Transactions for
15 randomly selected trading days within the 30 consecutive trading days ending
on the date that was five trading days prior to the closing date of the Merger.
On the effective date of the Merger, as contemplated by the Merger Agreement,
Bradley S. Anderson and W. Thomas Hickcox, former directors of Continental, were
elected directors of the Registrant and, as contemplated by amendments to
employment agreements executed at the time of the Merger Agreement, the
Registrant granted options to each of W. Thomas Hickcox, the former chief
executive officer of Continental, and Bruce Dickson, the former head of
Continental's Austin division, to purchase 100,000 shares of Registrant Common
Stock at an exercise price of $22.6875, the closing price of Registrant Common
Stock on such closing date, that vest over a ten-year period, in accordance with
the Registrant's 1991 Stock Incentive Plan. Other information concerning the
Merger has been previously reported in, and is described in, the Registrant's
Registration Statement on Form S-4 (Registration No. 333-44279), dated March 13,
1998, and the Registrant's Current Reports on Form 8-K, dated April 14, 1998 and
April 20, 1998.
Continental designs, constructs, sells and finances single-family homes in
Phoenix, Austin, San Antonio, Dallas, Denver, South Florida and Southern
California. The Registrant currently intends to operate the business of
Continental as a separate region of the Registrant.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The consolidated financial statements of Continental as of May 31, 1997
and 1996 and for the years ended May 31, 1997, 1996 and 1995, and the report of
Arthur Andersen LLP, dated June 18, 1997, included therein, are incorporated
herein by reference to the Annual Report of Continental on Form 10-K (SEC File
No. 001-10700) for the fiscal year ended May 31, 1997. The unaudited
consolidated financial statements of Continental as of August 31, 1997, November
30, 1997, and February 28, 1998 are incorporated herein by reference to the
Quarterly Reports of Continental on Form 10-Q for the quarters ended August 31,
1997, November 30, 1997 and February 28, 1998.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Combined Condensed Balance Sheets and Statements of
Earnings of the Registrant and Continental as of December 31, 1997 and for each
of the three years in the period ended December 31, 1997 are incorporated herein
by reference to the Registrant's Registration Statement on Form S-4
(Registration No. 333-44279), dated March 13, 1998.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 18, 1997, by and
between the Registrant and Continental Homes Holding Corp., incorporated by
reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4
(Registration No. 333-44279), dated March 13, 1998.
23.1 Consent of Arthur Andersen LLP
<PAGE>
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: May 4, 1998
D.R. Horton, Inc.
Registrant
By: /s/ David J. Keller
----------------------------
David J. Keller
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of December 18, 1997, by and
between the Registrant and Continental Homes Holding Corp.,
incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-44279), dated March 13, 1998.
*23.1 Consent of Arthur Andersen LLP
- ----------
* Filed herewith
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated June 18, 1997, included in
Continental Homes Holding Corp.'s Form 10-K for the year ended May 31, 1997.
/s/ Arthur Anderson LLP
Phoenix, Arizona
April 30, 1998
