As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-57193
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
D.R. HORTON, INC.
Co-Registrants are listed on the following page.
(Exact name of registrant as specified in its charter)
Delaware 75-2386963
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Charles N. Warren
1901 Ascension Blvd., Suite 100 Senior Vice President
Arlington, Texas 760 06 and General Counsel
(817) 856-8200 1901 Ascension Blvd., Suite 100
(Address, including zip code, and Arlington, Texas 76006
telephone number, including area code, of (817) 856-8200
registrant's principal executive offices) (Name, address, including zip code,
and telephone number, including
area code, of agent for service)
The Commission is requested to mail copies of all orders,
notices and communications to:
Irwin F. Sentilles, III
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:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering price (1) registration fee
========================================================== ============================== ==================
<S> <C> <C>
Debt Securities, Preferred Stock (par value $.10 per share)
and Common Stock (par value $.01 per share)............... $400,000,000 (2) $118,803 (3)
Guarantees of the Debt Securities by direct and indirect
subsidiaries of D.R. Horton, Inc. (4).................... - - (5)
========================================================== ============================== ==================
<FN>
(1) Exclusive of accrued interest and dividends, if any, and estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457
(o).
(2) Of the $400,000,000 of Securities being registered hereunder, pursuant to
Rule 429(b) under the Securitites Act of 1933, as amended, an aggregate of
$100,000,000 of Securities are being carried forward from the Registrant's
Registration Statement on Form S-3 (SEC File No. 333-27521)(the "Prior
Registration Statement").
(3) In connection with the Prior Registration Statement, registration fees of
approximately $30,303 were previously paid with respect to the $100,000,000
of Securities being carried forward herewith.
(4) See the following page for a list of the subsidiary guarantors.
(5) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee
for the guarantees is payable.
</FN>
</TABLE>
<PAGE>
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
also relates to securities registered pursuant to the Prior Registration
statement.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
<PAGE>
The following direct and indirect subsidiaries of Registrant may
guarantee the Debt Securities and are Co-Registrants under this Registration
Statement.
Jurisdiction of
Name of Incorporation I.R.S. Employer
Co-Registrant or Organization Identification No.
- ------------- --------------- ------------------
DRHI, Inc. Delaware 75-2433464
Meadows I, Ltd. Delaware 75-2436082
Meadows II, Ltd. Delaware 51-0342206
Meadows IX, Inc. New Jersey 75-2684821
Meadows X, Inc. New Jersey 75-2684823
D.R. Horton, Inc. - Minnesota Delaware 75-2527442
D.R. Horton, Inc. - Greensboro Delaware 75-2599897
D.R. Horton, Inc. - Birmingham Alabama 62-1666398
D.R. Horton, Inc. - New Jersey Delaware 75-2665362
D.R. Horton, Inc. - Torrey Delaware 75-2689997
DRH Construction, Inc. Delaware 75-2633738
D.R. Horton, Inc. - Louisville Delaware 75-2636512
D.R. Horton, Inc. - Denver Delaware 75-2666727
D.R. Horton Denver Management Company, Inc. Colorado 75-2672969
D.R. Horton San Diego Holding Company, Inc. California 75-2589293
D.R. Horton Los Angeles Holding Company, Inc. California 75-2589298
D.R. Horton Los Angeles Management Company, Inc. California 75-2589287
D.R. Horton San Diego Management Company, Inc. California 75-2589285
S. G. Torrey Atlanta, Ltd. Georgia 58-1738756
SGS Communities at Grande Quay, LLC New Jersey 22-3481784
D.R. Horton Management Company, Ltd. Texas 75-2436079
D.R. Horton - Texas, Ltd. Texas 75-2491320
D.R. Horton, Inc. - Sacramento California 75-2569592
D.R. Horton Sacramento Management Company, Inc. California 75-2589359
C. Richard Dobson Builders, Inc. Virginia 54-1082672
Land Development, Inc. Virginia 54-1747628
SGS Communities at West Windsor, LLC New Jersey 22-3481786
DRH Tucson Construction, Inc. Delaware 75-2709796
Continental Homes, Inc. Delaware 86-0515339
KDB Homes, Inc. Delaware 86-0565376
L&W Investments, Inc. California 86-0596757
Continental Ranch, Inc. Delaware 86-0724231
Continental Homes of Florida, Inc. Florida 59-1237314
CHI Construction Company Arizona 86-0533370
CHTEX of Texas, Inc. Delaware 74-2791268
CH Investments of Texas, Inc. Delaware 86-0831611
Continental Homes of Austin, L.P. Texas 74-2791904
Continental Homes of Dallas, L.P. Texas 75-2653754
Continental Homes of San Antonio, L.P. Texas 74-2791903
D.R. Horton, Inc. - Portland Delaware 75-2763765
ii
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 30, 1998
PROSPECTUS
$400,000,000
D.R. Horton, Inc.
Debt Securities, Preferred Stock
and
Common Stock
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D.R. Horton, Inc., a Delaware corporation (the "Company"), may offer
and issue from time to time (i) its debt securities ("Debt Securities"),which
may be senior debt securities, senior subordinated debt securities or
subordinated debt securities, (ii) shares of its Preferred Stock, par value $.10
per share ("Preferred Stock"), or (iii) shares of its Common Stock, par value
$.01 per share ("Common Stock"). The Debt Securities, the guarantees thereof, if
any, Preferred Stock and Common Stock are herein collectively referred to as the
"Securities". The Securities may be offered in one or more separate classes or
series, in amounts, at prices and on terms to be determined by market conditions
at the time of sale and to be set forth in a supplement or supplements to this
Prospectus (a "Prospectus Supplement"). Any Securities may be offered with other
Securities or separately. Debt Securities or Preferred Stock may be exchangeable
for or convertible into shares of Common Stock. The aggregate offering price of
the Securities will not exceed $400,000,000.
Certain terms of any Debt Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement including, without limitation, the specific designation, aggregate
principal amount, purchase price, currency of payment, denomination, maturity,
interest rate (which may be fixed or variable) and time of payment of interest
(if any), guarantees thereof (if any), terms (if any) for the subordination,
redemption, purchase or conversion thereof, listing (if any) on a securities
exchange, additional or different covenants and events of default, and any other
material terms of the Debt Securities. Certain terms of any Preferred Stock in
respect of which this Prospectus is being delivered will be set forth in an
accompanying Prospectus Supplement including, without limitation, the specific
designation, number of shares, liquidation preference, purchase price,
dividends, voting, redemption and conversion provisions (if any), any listing on
a securities exchange and any other material terms of the Preferred Stock. The
purchase price of any Common Stock in respect of which this Prospectus is being
delivered will be set forth in an accompanying Prospectus Supplement. The
Prospectus Supplement will also contain information, where applicable, about
certain United States federal income tax considerations relating to the
Securities covered by the Prospectus Supplement.
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol DHI.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Securities may be sold on a negotiated or competitive bid basis to
or through underwriters or dealers designated from time to time or to other
purchasers directly or through agents designated from time to time (See "Plan of
Distribution"). Certain terms of any offering and sale of the Securities,
including, where applicable, the names of the underwriters, dealers or agents,
if any, the principal amount or number of shares to be purchased, the purchase
price of the Securities, the proceeds to the Company from such sale and any
applicable commissions, discounts and other items constituting compensation of
such underwriters, dealers or agents will also be set forth in an accompanying
Prospectus Supplement.
This Prospectus may not be used to consummate sale of securities unless
accompanied by the applicable Prospectus Supplement.
The date of this Prospectus is __________ _____, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy and information
statements filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, 13th Floor,
New York, New York 10048; and Chicago Regional Office, Northwest Atrium Center,
500 West Madison Street, Room 3190, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
material is also available for inspection at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005. The Commission also
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants such as the
Company which file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto, to which reference is hereby
made. For further information with respect to the Company and such Securities,
reference is made to the Registration Statement, including the documents and
exhibits filed or incorporated as a part thereof. Statements contained in this
Prospectus concerning the provisions of certain documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. Copies of all or any part of the
Registration Statement, including exhibits thereto, may be obtained, upon
payment of the prescribed fees, at the offices of the Commission as set forth
above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997; the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1997 and March 31, 1998; the Company's Current
Reports on Form 8-K (i) dated February 29, 1997 and filed with the Commission on
March 13, 1997, (ii) dated December 19, 1997 and filed with the Commission on
December 24, 1997, (iii) dated April 14, 1998 and filed with the Commission on
April 14, 1998, (iv) dated April 20, 1998 and filed with the Commission on April
21, 1998, (v) dated April 20, 1998 and filed with the Commission on May 4, 1998,
and (vi) dated June 5, 1998 and filed with the Commission on June 8, 1998; and
pages two through eight ("Beneficial Ownership of Common Stock" through
"Executive Compensation-Compensation Committee Interlocks and Insider
Participation") and page eleven ("Executive Compensation-Transactions with
Management") contained in the Company's Proxy Statement dated December 12, 1997
(relating to the 1998 Annual Meeting of Stockholders and incorporated into the
Company's Annual Report on Form 10- K), are incorporated into this Prospectus by
reference. All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of any offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents.
Any statement in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any subsequently filed document
which is incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference in the information contained
in this Prospectus). All such requests should be addressed to: D.R. Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief
Financial Officer (telephone (817)856-8200).
CERTAIN PERSONS PARTICIPATING IN ANY OFFERING OF SECURITIES MAY ENGAGE
IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF SUCH
SECURITIES. FOR A DESCRIPTION OF ANY SUCH ACTIVITIES, SEE "UNDERWRITING" IN THE
ACCOMPANYING PROSPECTUS SUPPLEMENT.
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<PAGE>
THE COMPANY
The Company is a national homebuilder constructing and selling
single-family homes in metropolitan areas of the Mid-Atlantic, Midwest,
Southeast, Southwest and Western regions of the United States. The Company
offers high-quality homes, designed principally for the entry-level and move-up
market segments. The Company's homes generally range in size from 1,000 to 5,000
square feet and in price from $80,000 to $600,000, with an average sales price
of approximately $156,200 for the year ended September 30, 1997, and
approximately $149,800 for the six months ended March 31, 1998.
The Company is one of the most geographically diversified homebuilders
in the United States, with operating divisions in 23 states and 39 markets.
These markets are Albuquerque, Atlanta, Austin, Birmingham, Charleston,
Charlotte, Chicago, Cincinnati, Dallas/Fort Worth, Denver, Greensboro,
Greenville, and Hilton Head, S.C., Houston, Jacksonville, Kansas City, Las
Vegas, Los Angeles, Louisville, Ky. Minneapolis/St. Paul, Myrtle Beach, S.C.,
Nashville, New Jersey, Newport News, Va., Orlando, Pensacola, Phoenix, Portland,
Ore., Raleigh/Durham, Richmond, Sacramento, Salt Lake City, San Antonio, San
Diego, South Florida, St. Louis, Tucson, suburban Washington, D.C.
and Wilmington, N.C.
The Company was incorporated in Delaware on July 1, 1991, to acquire
all of the assets and businesses of 25 predecessor companies, which were
residential home construction and development companies owned or controlled by
Donald R. Horton. Since July 1993, the Company has acquired several homebuilding
companies. On April 20, 1998, the Company acquired Continental Homes Holding
Corp. ("Continental"), a geographically diversified homebuilder, through the
merger of Continental into the Company (the "Merger"). In the Merger, the
Company issued approximately 15.5 million shares of the 53 million shares of its
Common Stock which are outstanding, and Continental's outstanding convertible
securities became convertible into an additional approximately 8.2 million
shares of Common Stock. The Merger has been accounted for as a pooling of
interests. Accordingly, this Prospectus describes the Company with Continental
merged into the Company.
The Company's principal executive offices are located at 1901 Ascension
Blvd., Suite 100, Arlington, Texas 76006, and its telephone number is (817)
856-8200.
USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Securities for
general corporate purposes, including, among other things, acquisition,
development and construction of new residential properties, acquisition of
companies in homebuilding and related businesses, and repayment of existing
indebtedness.
3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's supplemental ratio of
earnings to fixed charges for the five years ended September 30, 1997, and the
six months ended March 31, 1997 and 1998:
Six months ended
Year ended September 30, March 31,
------------------------------------ ----------------
1993 1994 1995 1996 1997 1997 1998
---- ---- ---- ---- ---- ---- ----
Ratio (1)(2)........ 2.8 3.0 2.5 3.2 2.9 2.8 2.6
=== === === === === === ===
- ----------
(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of the sum of income from continuing operations before income
taxes, interest amortized to cost of sales, interest expense and the
portion of rent expense deemed to represent interest. Fixed charges consist
of interest incurred, whether expensed or capitalized, including
amortization of debt issuance costs, if applicable, and the portion of rent
expense deemed to represent interest. To date, the Company has not issued
any Preferred Stock; therefore, the ratios of earnings to combined fixed
charges and preferred stock dividend requirements are the same as the
ratios of earnings to fixed charges presented above.
(2) All financial amounts have been presented as if Continental and the Company
had been combined for all periods presented. "Ratio of Earnings to Fixed
Charges" includes Continental information for the years ended May 31, 1993
through 1996 combined with the Company's information for the fiscal years
ended September 30, 1993 through 1996. For 1997, Continental's information
has been conformed to the Company's fiscal year end of September 30.
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of each
Indenture under which the Debt Securities are to be issued. The particular terms
of the Debt Securities will be set forth in a Prospectus Supplement relating to
such Debt Securities.
The Debt Securities are to be issued under one or more Indentures, as
amended or supplemented from time to time (the "Indenture"), to be entered into
between the Company, the Guarantors (as defined below), if any, and American
Stock Transfer & Trust Company, New York, New York, as trustee, (together with
any other trustee(s) chosen by the Company, qualified to act as such under the
Trust Indenture Act of 1939, as amended (the "TIA") and appointed in a
supplemental indenture with respect to a particular series, the "Trustee"). The
forms of Indentures have been filed as exhibits to the Registration Statement of
which this Prospectus is a part and will be available for inspection at the
corporate trust office of the Trustee, or as described above under "Available
Information". The Indentures are subject to, and governed by, the TIA. The
Company will execute an Indenture if and when the Company issues any Debt
Securities. The statements made hereunder relating to the Indentures and the
Debt Securities to be issued thereunder are summaries of certain provisions
thereof and do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all provisions of the Indentures (including
those terms made a part of the Indenture by reference to the TIA) and such Debt
Securities. Capitalized terms used but not defined herein shall have the
respective meanings set forth in the Indentures. References below to an
"Indenture" are deemed to constitute a reference to the applicable Indenture
under which a particular series of Debt Securities is issued.
General
The Debt Securities will be unsecured obligations of the Company. The
Debt Securities may be issued in one or more series. Specific terms of each
series of Debt Securities will be contained in authorizing resolutions or a
supplemental indenture relating to that series. There will be Prospectus
Supplements relating to particular series of Debt Securities. Each Prospectus
Supplement will describe, as to the Debt Securities to which it relates: (i) the
title of the Debt Securities; (ii) any limit upon the aggregate principal amount
of a series of Debt Securities which may be issued; (iii) the date or dates on
which principal of the Debt Securities will be payable and the amount of
principal which will be payable; (iv) the rate or rates (which may be fixed or
variable) at which the Debt Securities will bear interest, if any, as well as
the dates from which interest will accrue, the dates on which interest will be
payable and the record date for the interest payable on any payment date; (v)
the currency or currencies in which principal, premium, if any, and interest, if
any, will be paid; (vi) the place or places where principal, premium, if any,
and interest, if any, on the Debt Securities will be payable and where Debt
Securities which are in registered form can be presented for registration of
transfer or exchange and the identification of any depositary or depositaries
for any global debt securities; (vii) any provisions regarding the right of the
Company to redeem or purchase Debt Securities or of holders to require the
Company to redeem Debt Securities; (viii) the right, if any, of holders of the
Debt Securities to convert them into stock or other securities of the Company,
including any provisions intended to prevent dilution of the conversion rights
or otherwise; (ix) any provisions by which the Company will be required or
permitted to make payments to a sinking fund which will be used to redeem Debt
Securities or a purchase fund which will be used to purchase Debt Securities;
(x) the percentage of the principal amount at which Debt Securities will be
issued and, if other than the full principal amount thereof, the percentage of
the principal amount of the Debt Securities which is payable if maturity of the
Debt Securities is accelerated because of a default; (xi) the terms, if any,
upon which Debt Securities may be subordinated to other indebtedness of the
Company; (xii) any additions to, modifications of or deletions from the terms of
the Debt Securities with respect to Events of Default or covenants or other
provisions set forth in the Indenture; and (xiii) any other material terms of
the Debt Securities, which may be different than the terms set forth in this
Prospectus.
Each Prospectus Supplement will describe, as to the Debt Securities to
which it relates, any guarantees (the "Guarantees") by certain direct and
indirect subsidiaries of the Company which may guarantee the Debt Securities
(the "Guarantors"), including the terms of subordination (if any) of any such
Guarantee.
Events of Default and Remedies
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being default in payment of the principal of or
premium, if any, on any of the Debt Securities of such series; default for 30
days in payment of any installment of interest on any Debt Security of such
series; default by the Company or any Guarantor for 60 days after notice in the
observance or performance of any other covenants in the Indenture relating to
such series; and certain events involving bankruptcy, insolvency or
reorganization of the Company or certain Guarantors. The
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<PAGE>
Indenture provides that the Trustee may withhold notice to the holders of any
series of Debt Securities of any default (except a default in payment of
principal, premium, if any, or interest, if any, with respect to such series of
Debt Securities) if the Trustee considers it in the interest of the holders of
such series of Debt Securities to do so.
The Indenture provides that if any Event of Default has occurred and is
continuing with respect to any series of Debt Securities, the Trustee or the
holders of not less than 25% in principal amount of such series of Debt
Securities then outstanding may declare the principal of all the Debt Securities
of such series to be due and payable immediately. However, the holders of a
majority in principal amount of the Debt Securities of such series then
outstanding by written notice to the Trustee and the Company may waive any Event
of Default (other than any Event of Default in payment of principal or interest)
with respect to such series of Debt Securities. Holders of a majority in
principal amount of the then outstanding Debt Securities of any series may
rescind an acceleration with respect to such series and its consequences (except
an acceleration due to nonpayment of principal or interest on such series) if
the rescission would not conflict with any judgement or decree and if all
existing Events of Default with respect to such series have been cured or
waived.
The holders of a majority in principal amount of the Debt Securities of
any series then outstanding will have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee with
respect to such series, subject to certain limitations specified in the
Indenture.
Defeasance of Indenture
The Indenture permits the Company and the Guarantors to terminate all
of their respective obligations under the Indenture as they relate to any
particular series of Debt Securities, other than the obligation to pay interest,
if any, on and the principal of the Debt Securities of such series and certain
other obligations, at any time by (i) depositing in trust with the Trustee,
under an irrevocable trust agreement, money or U.S. government obligations in an
amount sufficient to pay principal of and interest, if any, on the Debt
Securities of such series to their maturity, and (ii) complying with certain
other conditions, including delivery to the Trustee of an opinion of counsel or
a ruling received from the Internal Revenue Service to the effect that holders
will not recognize income, gain or loss for federal income tax purposes as a
result of the Company's exercise of such right and will be subject to federal
income tax on the same amount and in the same manner and at the same times as
would have been the case otherwise.
In addition, the Indenture permits the Company and the Guarantors to
terminate all of their respective obligations under the Indenture as they relate
to any particular series of Debt Securities (including the obligations to pay
interest, if any, on and the principal of the Debt Securities of such series and
certain other obligations), at any time by (i) depositing in trust with the
Trustee, under an irrevocable trust agreement, money or U.S. government
obligations in an amount sufficient to pay principal of and interest, if any, on
the Debt Securities of such series to their maturity, and (ii) complying with
certain other conditions, including delivery to the Trustee of an opinion of
counsel or a ruling received from the Internal Revenue Service to the effect
that holders will not recognize income, gain or loss for federal income tax
purposes as a result of the Company's exercise of such right and will be subject
to federal income tax on the same amount and in the same manner and at the same
times as would have been the case otherwise, which opinion of counsel is based
upon a change in the applicable federal tax law since the date of the Indenture.
Transfer and Exchange
A holder will be able to transfer or exchange Debt Securities only in
accordance with the provisions of the Indenture. The registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents, and to pay any taxes and fees required by law or permitted by the
Indenture.
Amendment, Supplement and Waiver
Subject to certain exceptions, the Indenture, the Debt Securities or
the Guarantees of a particular series may be amended or supplemented with the
consent (which may include consents obtained in connection with a tender offer
or exchange offer for Debt Securities) of the holders of at least a majority in
principal amount of the Debt Securities of such series then outstanding, and any
existing Default under, or compliance with any provision of the Indenture
relating to a particular series of Debt Securities may be waived (other than any
continuing Default or Event of Default in the payment of interest on or the
principal of such Debt Securities) with the consent (which may include consents
obtained in connection with a tender offer or exchange offer for Debt
Securities) of the holders of a majority in principal amount of the Debt
Securities of such series then outstanding. Without the consent of any holder,
the Company and
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<PAGE>
the Trustee may amend or supplement the Indenture, the Debt Securities or the
Guarantees to cure any ambiguity, defect or inconsistency; to provide for
uncertificated Debt Securities in addition to or in place of certificated Debt
Securities; to make any change that does not adversely affect the legal rights
of any holder; to create a series and establish its terms; or to delete a
Guarantor which, in accordance with the terms of the Indenture, ceases to be
liable on its Guarantee.
Without the consent of each holder affected, the Company and the
Trustee may not (i) reduce the amount of Debt Securities of such series whose
holders must consent to an amendment, supplement or waiver, (ii) reduce the rate
of or change the time for payment of interest, (iii) reduce the principal of or
change the fixed maturity of any Debt Security or alter the provisions with
respect to redemptions or mandatory offers to repurchase Debt Securities
pursuant to certain covenants set forth in the Indenture, (iv) make any Debt
Security payable in money other than that stated in the Debt Security, (v)
modify the ranking or priority of the Debt Securities or any Guarantee, (vi)
release any Guarantor from any of its obligations under its Guarantee or the
Indenture otherwise than in accordance with the Indenture, or (vii) waive a
continuing default in the payment of principal of or interest on the Debt
Securities.
The right of any holder to participate in any consent required or
sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such holder) may be
subject to the requirement that such holder shall have been the holder of record
of any Debt Securities with respect to which such consent is required or sought
as of a date identified by the Trustee in a notice furnished to holders in
accordance with the terms of the Indenture.
Concerning the Trustee
In the ordinary course of its business, American Stock Transfer and
Trust Company, the Trustee, provides, and may continue to provide, service to
the Company as (i) transfer agent for the Common Stock of the Company and (ii)
trustee under an indenture relating to the Company's 8-3/8% Senior Notes due
2004. The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest, it must
eliminate such conflict or resign.
The Indenture provides that in case an Event of Default occurs and is
not cured, the Trustee will be required, in the exercise of its power, to use
the degree of care of a prudent person in similar circumstances in the conduct
of its own affairs. The Trustee may refuse to perform any duty or exercise any
right or power under the Indenture, unless it receives indemnity satisfactory to
it against any loss, liability or expense.
Governing Law
The Indenture, the Debt Securities and the Guarantees will be governed
by the laws of the State of New York without giving effect to principles of
conflict of laws.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock is 100,000,000 shares of Common
Stock, $.01 par value, and 30,000,000 shares of Preferred Stock, $.10 par value.
At June 26, 1998, 53,247,354 shares of Common Stock and no shares of Preferred
Stock were outstanding.
Preferred Stock
The Preferred Stock may be issued in series with any rights and
preferences which may be authorized by the Company's Board of Directors. There
will be Prospectus Supplements relating to particular series of Preferred Stock.
Each Prospectus Supplement will describe, as to the Preferred Stock to which it
relates: (i) the title of the Preferred Stock; (ii) any limit upon the number of
shares of the series of Preferred Stock which may be issued; (iii) the
preference, if any, to which holders of the series of Preferred Stock will be
entitled upon liquidation of the Company; (iv) the date or dates on which the
Company will be required or permitted to redeem the Preferred Stock; (v) the
terms, if any, on which the Company or holders of the Preferred Stock will have
the option to cause the Preferred Stock to be redeemed or purchased; (vi) the
voting rights, if any, of the holders of the Preferred Stock; (vii) the
dividends, if any, which will be payable with regard to the series of Preferred
Stock (which may be fixed dividends or participating dividends and may be
cumulative or non-cumulative); (viii) the right, if any, of holders of the
Preferred Stock to convert it into another
7
<PAGE>
class of stock or securities of the Company, including provisions intended to
prevent dilution of those conversion rights; (ix) any provisions by which the
Company will be required or permitted to make payments to a sinking fund which
will be used to redeem Preferred Stock or a purchase fund which will be used to
purchase Preferred Stock; and (x) any other material terms of the Preferred
Stock.
Common 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.
Holders of Common Stock have no preemptive rights and are entitled to such
dividends as may be declared by the Board of Directors of the Company 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
creditors and liquidation preferences of Preferred Stock, if any. The
outstanding shares of Common Stock are duly authorized, validly issued, fully
paid and nonassessable. There will be a Prospectus Supplement relating to any
offering of Common Stock offered by this Prospectus. The transfer agent and
registrar for the Common Stock is American Stock Transfer & Trust Company, New
York, New York, which also serves as Trustee under the Indenture, and another
indenture relating to the Company's 8-3/8% Senior Notes due 2004.
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 of Directors or a committee thereof so empowered by the Board, the
bylaws or by law; and (iv) a bylaw providing time limitations for nominations
for election to the Board of Directors 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 of Directors. As such, the provisions
could have the effect of discouraging open market purchases of the Company's
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 under certain circumstances could
have the effect of delaying or preventing a change of control or other corporate
action.
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 of Directors of the Company 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 66-2/3% 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.
PLAN OF DISTRIBUTION
The Securities may be sold (i) through agents, (ii) through
underwriters, (iii) through dealers, (iv) directly to purchasers (through a
specific bidding or auction process or otherwise); or (v) through a combination
of any such methods of sale. The distribution of Securities may be effected from
time to time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at prices
relating to such prevailing market prices or at negotiated prices.
Offers to purchase the Securities may be solicited by agents designated
by the Company from time to time. Any such agent involved in the offer or sale
of the Securities will be named, and any commissions payable by the Company to
such agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus
8
<PAGE>
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Any such agent may be deemed to be an underwriter, as that
term is defined in the Securities Act, of the Securities so offered and sold.
If an underwriter or underwriters are utilized in the sale of
Securities, the Company will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is reached,
and the names of the specific managing underwriter or underwriters, as well as
any other underwriters, and the terms of the transactions, including
compensation of the underwriters and dealers, which may be in the form of
discounts, concessions or commissions, if any, will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Securities.
If a dealer is utilized in the sale of the Securities, the Company or
an underwriter will sell such Securities to the dealer, as principal. The dealer
may then resell such Securities to the public at varying prices to be determined
by such dealer at the time of resale. The name of the dealer and the terms of
the transactions will be set forth in the Prospectus Supplement relating
thereto.
Offers to purchase the Securities may be solicited directly by the
Company and sales thereof may be made by the Company directly to institutional
investors or others. The terms of any such sales, including the terms of any
bidding or auction process, if utilized, will be described in the Prospectus
Supplement relating thereto.
Agents, underwriters and dealers may be entitled under agreements which
may be entered into with the Company to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, or to
contribution by the Company to payments they may be required to make in respect
thereof. The terms and conditions of such indemnification or contribution will
be described in the applicable Prospectus Supplement. Certain of the agents,
underwriters or dealers, or their affiliates may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.
LEGAL MATTERS
Gibson, Dunn & Crutcher LLP, Dallas, Texas has rendered an opinion
(filed as an exhibit to the Registration Statement) with respect to the validity
of the Securities being offered hereby. If certain legal matters in connection
with offerings made by this Prospectus are passed on by counsel for the
underwriters of an offering of those Securities, that counsel will be named in
the Prospectus Supplement relating to that offering.
EXPERTS
The consolidated financial statements of D.R. Horton, Inc. appearing in
D.R. Horton, Inc.'s Annual Report (Form 10-K) for the year ended September 30,
1997, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
The supplemental consolidated financial statements of D.R. Horton, Inc.,
included in the Company's Current Report on Form 8-K dated June 5, 1998, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference, which is
based in part on the report of Arthur Andersen LLP, independent auditors. Such
consolidated financial statements and supplemental consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
The combined financial statements of S.G. Torrey Atlanta, Ltd. and
Affiliates appearing in the Company's Current Report (Form 8-K) dated March 13,
1997, have been audited by Whittington, McLemore, Land, Davis & White, P.C.,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement with respect to Continental Homes
Holding Corp. for the years ended May 31, 1997 and 1996, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
9
<PAGE>
================================================================================
No dealer, salesperson or other person is authorized to give any information or
to make any representation other than those contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any securities other than the securities
offered hereby, nor does it constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby to any person in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstance, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any date subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information.........................................................2
Incorporation of Certain Information
by Reference.............................................................2
The Company...................................................................3
Use of Proceeds...............................................................3
Ratio of Earnings to Fixed Charges............................................4
Description of Debt Securities................................................5
Description of Capital Stock..................................................7
Plan of Distribution..........................................................8
Legal Matters.................................................................9
Experts.......................................................................9
$400,000,000
D.R. HORTON, INC.
Debt Securities,
Preferred Stock and
Common Stock
----------
PROSPECTUS
, 1998
----------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission registration fee................ $118,803
Blue Sky fees and expenses......................................... 15,000
Printing and engraving fees and expenses........................... 35,000
Trustees' fees and expenses........................................ 1,000
Rating agency fees ................................................ 150,000
Accountants' fees and expenses..................................... 50,000
Legal fees and expenses............................................ 60,000
Miscellaneous...................................................... 50,000
--------
Total ..................................................... $479,803
========
* All fees and expenses will be paid by the Company. All fees and
expenses other than the Securities and Exchange Commission filing
fees are estimated.
Item 15. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation, as
amended, provides that the Company shall, to the full extent permitted by the
General Corporation Law of the State of Delaware (the "DGCL") or other
applicable laws presently or hereafter in effect, indemnify each person who is
or was or had agreed to become a director or officer of the Company, or each
such person who is or was serving or who had agreed to serve at the written
request of the Board of Directors or an officer of the Company as an employee or
agent of the Company or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, in any such
case owned or controlled by the Company, including the heirs, executors,
administrators or estate of such person, and eliminates the personal liability
of its directors to the full extent permitted by the DGCL or other applicable
laws presently or hereafter in effect. The Company has entered into an
indemnification agreement with each of its directors and executive officers.
Section 145 of the DGCL permits a corporation to indemnify its
directors and officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties, if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In a derivative action, i.e., one by or in
the right of the corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable for negligence or misconduct in the performance of his
respective duties to the corporation, although the court in which the action or
suit was brought may determine upon application that the defendant officers or
directors are fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Section 102(b)(7) of the DGCL provides that a corporation may eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
<PAGE>
The Underwriting Agreement, which is Exhibit 1.1 hereto, provides that
the Underwriters named therein will indemnify and hold harmless the Company and
each director, officer or controlling person of the Company from and against
certain liabilities, including liabilities under the Securities Act.
The Company also has obtained Directors and Officers Liability
Insurance that provides insurance coverage for certain liabilities which may be
incurred by the Company's directors and officers in their capacity as such.
Item 16. Exhibits and Financial Schedules.
(a) Exhibits:
Exhibit
Number Exhibits
------- --------
1.1* - Form of Underwriting Agreement
2.1 - Agreement and Plan of Merger, dated as of December 18, 1997, by
and between the Registrant and Continental (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)
4.1(a)- Form of Senior Debt Securities Indenture (including form of notes)
(incorporated by reference from Exhibit 4.1(a) to the Company's
Registration Statement (No. 333-27521) on Form S-3, filed May 21,
1997)
4.1(b)- Form of Senior Subordinated Debt Securities Indenture (including
form of notes) (incorporated by reference from Exhibit 4.1(b) to
Amendment No. 1 to the Company's Registration Statement (No. 333-
27521) on Form S-3, filed June 2, 1997)
4.1(c)- Form of Subordinated Debt Securities Indenture (including form of
notes) (incorporated by reference from Exhibit 4.1(c) to Amendment
No. 1 to the Company's Registration Statement (No. 333-27521) on
Form S- 3, filed June 2, 1997)
4.2 - Amended and Restated Certificate of Incorporation, as amended, of
the Company (incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995)
4.3 - Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1997)
5.1 - Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the
validity of the Securities being registered
12.1**- Statement of computation of ratios of earnings to fixed charges
23.1 - Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See
Exhibit 5.1)
23.2 - Consent of Ernst & Young LLP, Fort Worth, Texas
23.3 - Consent of Whittington, McLemore, Land, Davis & White, P.C.,
Rome, Georgia
23.4 - Consent of Arthur Andersen LLP, Phoenix, Arizona
24.1**- Powers of Attorney (See signature page of this Registration
Statement)
25.1* - Statement of eligibility of trustee on Form T-1
- ----------
* To be filed by amendment hereto or pursuant to a Current Report on
Form 8-K to be incorporated herein by reference.
** Previously filed.
II-2
<PAGE>
Item 17. Undertakings.
(a) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15 (d) of the Securities Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions described in Item
15, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c) The Company undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) The Company hereby undertakes to file an application for the
purpose of determining the eligibility of the Trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-3
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, D.R. Horton, Inc., and the Co- Registrants named below, certify that
they have reasonable grounds to believe that they meet all the requirements for
filing on Form S-3 and have duly caused this Amendment to Registration Statement
to be signed on their behalf by the undersigned, thereunto duly authorized, in
the City of Arlington, State of Texas, on June 29, 1998.
D.R. HORTON, INC.
By /s/ Donald R. Horton
-----------------------------------------
Donald R. Horton
Chairman of the Board and President
CO-REGISTRANTS:
DRHI, Inc.
Meadows I, Ltd.
Meadows II, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - Greensboro
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - New Jersey
D.R. Horton, Inc. - Torrey
DRH Construction, Inc.
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Denver
D.R. Horton Denver Management Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton Los Angeles Management Company, Inc.
D.R. Horton San Diego Management Company, Inc.
S. G. Torrey Atlanta, Ltd.
D.R. Horton, Inc. - Sacramento
D.R. Horton Sacramento Management Company, Inc.
C. Richard Dobson Builders, Inc.
Land Development, Inc.
DRH Tucson Construction, Inc.
Continental Homes, Inc.
KDB Homes, Inc.
L&W Investments, Inc.
Continental Ranch, Inc.
Continental Homes of Florida, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
CH Investments of Texas, Inc.
D.R. Horton, Inc. - Portland
By /s/ David J. Keller
---------------------------------------------
David J. Keller
Treasurer of the Co-Registrants listed above
II-4
<PAGE>
SGS COMMUNITIES AT GRANDE QUAY, LLC
By Meadows IX, Inc., a member
By /s/ Donald R. Horton
----------------------------------------
Donald R. Horton
Chairman of the Board
and
By Meadows X, Inc., a member
By /s/ Donald R. Horton
----------------------------------------
Donald R. Horton
Chairman of the Board
D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON - TEXAS, LTD.
By Meadows I, Ltd., its general partner
By /s/ Donald R. Horton
----------------------------------------
Donald R. Horton
Chairman of the Board
CONTINENTAL HOMES OF AUSTIN, L.P.
CONTINENTAL HOMES OF DALLAS, L.P.
CONTINENTAL HOMES OF SAN ANTONIO, L.P.
By CHTEX of Texas, Inc.
Its: General Partner
By /s/ David J. Keller
----------------------------------------
David J. Keller, Treasurer
SGS COMMUNITIES AT WEST WINDSOR, LLC
By Meadows IX, Inc., a member
By /s/ Donald R. Horton
----------------------------------------
Donald R. Horton
Chairman of the Board
and
By D.R. Horton, Inc. - New Jersey, a member
By /s/ Donald R. Horton
----------------------------------------
Donald R. Horton
Chairman of the Board
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
REGISTRANT OFFICERS AND DIRECTORS
Signature Title Date
--------- ----- ----
/s/Donald R. Horton Chairman of the Board and President June 29, 1998
- ------------------- (Principal Executive Officer)
Donald R. Horton
/s/Bradley S. Anderson* Director June 29, 1998
- ----------------------
Bradley S. Anderson
/s/Richard Beckwitt Director June 29, 1998
- ----------------------
Richard Beckwitt
/s/Richard I. Galland* Director June 29, 1998
- ----------------------
Richard I. Galland
/s/W. Thomas Hickcox* Director June 29, 1998
- ----------------------
W. Thomas Hickcox
/s/Richard L. Horton* Director June 29, 1998
- ----------------------
Richard L. Horton
/s/Terrill J. Horton* Director June 29, 1998
- ----------------------
Terrill J. Horton
/s/David J. Keller Treasurer, Chief Financial Officer June 29, 1998
- ---------------------- and Director (Principal Accounting
David J. Keller and Financial Officer)
/s/Francine I. Neff* Director June 29, 1998
- ----------------------
Francine I. Neff
/s/Scott J. Stone* Director June 29, 1998
- ----------------------
Scott J. Stone
/s/Donald J. Tomnitz Director June 29, 1998
- --------------------
Donald J. Tomnitz
*By: /s/ Donald R. Horton June 29, 1998
--------------------
Attorney-in-Fact
II-6
<PAGE>
CO-REGISTRANT OFFICERS AND DIRECTORS
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Torrey
DRH Construction, Inc.
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - Birmingham
D.R. Horton Los Angeles Management Company, Inc.
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
D.R. Horton San Diego Management Company, Inc.
S. G. Torrey Atlanta, Ltd.
D.R. Horton, Inc. - Portland
D.R. Horton Denver Management Company, Inc.
D.R. Horton, Inc. - Denver
DRHI, Inc.
Meadows I, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
D.R. Horton, Inc - New Jersey
D.R. Horton, Inc. - Sacramento
D.R. Horton Sacramento Management Company, Inc.
C. Richard Dobson Builders, Inc.
Land Development, Inc.
DRH Tucson Construction, Inc.
Continental Homes, Inc.
KDB Homes, Inc.
L&W Investments, Inc.
Continental Ranch, Inc.
Continental Homes of Florida, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
CH Investments of Texas, Inc.
Signature Title Date
--------- ----- ----
/s/Donald R. Horton Chairman of the Board June 29, 1998
- ------------------- (Principal Executive Officer)
Donald R. Horton
/s/David J. Keller Treasurer (Principal Accounting June 29, 1998
- ------------------ and Financial Officer)
David J. Keller
II-7
<PAGE>
D.R. Horton, Inc - Greensboro
Signature Title Date
--------- ----- ----
/s/Donald R. Horton Chairman of the Board, President June 29, 1998
- ------------------- (Principal Executive Officer)
Donald R. Horton
- ------------------- Director, Co-President
Robert C. Rapp, Jr.
/s/David J. Keller Director June 29, 1998
- ------------------ Vice President, Treasurer (Principal
David J. Keller Accounting and Financial Officer)
Meadows II, Ltd.
Signature Title Date
--------- ----- ----
/s/Donald R. Horton Chairman of the Board, President June 29, 1998
- ------------------- (Principal Executive Officer)
Donald R. Horton
/s/David J. Keller Director June 29, 1998
- ------------------ Vice President, Treasurer (Principal
David J. Keller Accounting and Financial Officer)
- ------------------- Director, Vice-President
Mark A. Ferrucci
II-8
<PAGE>
Meadows I, Ltd., the general partner of
D.R. Horton Management Company, Ltd.
D.R. Horton - Texas, Ltd.
CHTEX of Texas, Inc., the general partner of
Continental Homes of Austin, L.P.
Continental Homes of Dallas, L.P.
Continental Homes of San Antonio, L.P.
Meadows IX, Inc., a member of
and
Meadows X, Inc., a member of
SGS Communities at Grande Quay, LLC
Meadows IX, Inc., a member of
and
D.R. Horton, Inc. - New Jersey, a member of
SGS Communities West Windsor, LLC
Signature Title Date
--------- ----- ----
/s/Donald R. Horton Chairman of the Board June 29, 1998
- ------------------- (Principal Executive Officer)
Donald R. Horton
/s/David J. Keller Treasurer (Principal Accounting June 29, 1998
- ------------------ and Financial Officer)
David J. Keller
II-9
<PAGE>
EXHIBIT INDEX
(a) Exhibits:
Exhibit
Number Exhibits
------- --------
1.1* - Form of Underwriting Agreement
2.1 - Agreement and Plan of Merger, dated as of December 18, 1997, by
and between the Registrant and Continental (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)
4.1(a)- Form of Senior Debt Securities Indenture (including form of notes)
(incorporated by reference from Exhibit 4.1(a) to the Company's
Registration Statement (No. 333-27521) on Form S-3, filed May 21,
1997)
4.1(b)- Form of Senior Subordinated Debt Securities Indenture (including
form of notes) (incorporated by reference from Exhibit 4.1(b) to
Amendment No. 1 to the Company's Registration Statement (No. 333-
27521) on Form S-3, filed June 2, 1997)
4.1(c)- Form of Subordinated Debt Securities Indenture (including form of
notes) (incorporated by reference from Exhibit 4.1(c) to Amendment
No. 1 to the Company's Registration Statement (No. 333-27521) on
Form S- 3, filed June 2, 1997)
4.2 - Amended and Restated Certificate of Incorporation, as amended, of
the Company (incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995)
4.3 - Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1997)
5.1 - Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the
validity of the Securities being registered
12.1**- Statement of computation of ratios of earnings to fixed charges
23.1 - Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See
Exhibit 5.1)
23.2 - Consent of Ernst & Young LLP, Fort Worth, Texas
23.3 - Consent of Whittington, McLemore, Land, Davis & White, P.C.,
Rome, Georgia
23.4 - Consent of Arthur Andersen LLP, Phoenix, Arizona
24.1**- Powers of Attorney (See signature page of this Registration
Statement)
25.1* - Statement of eligibility of trustee on Form T-1
- ----------
* To be filed by amendment hereto or pursuant to a Current Report on
Form 8-K to be incorporated herein by reference.
** Previously filed.
Exhibit 5.1
June 29, 1998
D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
Re: D.R. Horton, Inc. Public Offering
Ladies and Gentlemen:
As counsel for D.R. Horton, Inc., a Delaware corporation (the
"Company"), we are familiar with the Company's Registration Statement on Form
S-3 (as amended, the "Registration Statement") filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933 (as amended,
the "Act"), on the date hereof, with respect to the offering and issuance from
time to time by the Company of up to $400,000,000 aggregate offering price of
the following: (i) one or more series of its debt securities (the "Debt
Securities"), which may be senior debt securities, senior subordinated debt
securities or subordinated debt securities, (ii) shares of its Preferred Stock,
par value $.10 per share (the "Preferred Stock"), or (iii) shares of its Common
Stock, par value $.01 per share (the "Common Stock"). All capitalized terms
which are not defined herein shall have the meanings assigned to them in the
Registration Statement.
In connection with our examination of documents as hereinafter
described, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.
For the purpose of rendering this opinion, we have made such factual
and legal examination as we deemed necessary under the circumstances, and in
that connection we have examined, among other things, originals or copies of the
following:
<PAGE>
D.R. Horton, Inc.
June 29, 1998
Page 2
(1) The Certificate of Incorporation of the Company, as amended to
date;
(2) The Bylaws of the Company, as amended to date;
(3) The Form of Senior Debt Securities Indenture (and form of
notes) filed as an exhibit to the Registration Statement by
incorporation by reference to Exhibit 4.1(a) to the Company's
Registration Statement (No. 333-27521), filed May 31, 1997;
(4) The Form of Senior Subordinated Debt Securities Indenture (and
form of notes) filed as an exhibit to the Registration
Statement by incorporation by reference to Exhibit 4.1(b) to
the Company's Registration Statement (No. 333-27521), filed
May 31, 1997;
(5) The Form of Subordinated Debt Securities Indenture (and form
of notes) filed as an exhibit to the Registration Statement by
incorporation by reference to Exhibit 4.1(c) to the Company's
Registration Statement (No. 333-27521), filed May 31, 1997;
(6) Such records of the corporate proceedings of the Company, and
such other documents that we considered necessary or
appropriate for the purpose of rendering this opinion; and
(7) Such other certificates and assurances from public officials,
officers and representatives of the Company that we considered
necessary or appropriate for the purpose of rendering this
opinion.
On the basis of the foregoing examination, and in reliance thereon, we
are of the opinion that (subject to compliance with the pertinent provisions of
the Act and, with respect to the Indentures (as defined below) and the Debt
Securities, the Trust Indenture Act of 1939, as amended, and to compliance with
such securities or "blue sky" laws of any jurisdiction as may be applicable):
1. When (a) the Debt Securities in substantially the form contained in
(as appropriate) the Form of Senior Debt Securities Indenture, the Form of
Senior Subordinated Debt Securities Indenture and the Form of Subordinated Debt
Securities Indenture (as amended or supplemented in accordance with the
respective terms thereof, each an "Indenture") shall have been authorized,
executed and authenticated in accordance with the terms of the applicable
Indenture, (b) the Indentures shall have been qualified under the Trust
Indenture Act of 1939, duly executed and delivered and (c) the Debt Securities
shall have been issued and sold as described in the Registration Statement, and
if in an underwritten offering, in accordance with the terms and conditions of
the applicable underwriting agreement, and in a manner contemplated in the
Registration Statement , including the Prospectus Supplement relating to any
such Debt Securities, the Debt Securities will be duly authorized and valid and
binding obligations of the Company, subject to the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally (including without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
<PAGE>
D.R. Horton, Inc.
June 29, 1998
Page 3
preferential transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.
2. When the Preferred Stock shall have been authorized, issued and sold
within the limits and as described in the Registration Statement, and if in an
underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to the
applicable series of such Preferred Stock, the Preferred Stock will be validly
issued, fully paid and nonassessable.
3. When the Common Stock shall have been authorized, issued and sold
within the limits and as described in the Registration Statement, and if in an
underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to the
applicable offering of such Common Stock, the Common Stock will be validly
issued, fully paid and nonassessable.
This opinion is limited to the present corporate laws of the State of
Delaware, the present laws of the State of New York and the present federal laws
of the United States and to the present judicial interpretations thereof and to
the facts as they presently exist. We undertake no obligation to advise you as a
result of developments occurring after the date hereof or as a result of facts
or circumstances brought to our attention after the date hereof.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the 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 SEC promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
IFS/AHC
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "EXPERTS" in
Amendment No. 1 to the Registration Statement (Form S-3, No. 333-57193) and
related Prospectus of D.R. Horton, Inc. for the registration of its debt
securities, preferred stock and common stock and to the incorporation by
reference therein of our report dated November 7, 1997, with respect to the
consolidated financial statements of D.R. Horton, Inc. included in its Annual
Report on Form 10-K for the year ended September 30, 1997, and our report dated
May 12, 1998 with respect to the supplemental consolidated financial statements
of D.R. Horton, Inc. included in its Current Report on Form 8-K dated June 5,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Fort Worth, Texas
June 25, 1998
EXHIBIT 23.3
[Letterhead of Whitington, McLemore, Land, Davis, White & Givens, P.C.]
TO WHOM IT MAY CONCERN:
We consent to the use of our report dated February 7, 1997, with respect to the
combined financial statements as of and for the year ended December 31, 1996, of
S.G. Torrey, Atlanta, Ltd. and Affiliates, included by reference in Amendment
No. 1 to D.R. Horton, Inc.'s Form S-3, registering debt securities, preferred
stock and common stock, filed with the Securities and Exchange Commission.
Yours very truly,
/s/ Brian Land
Whittington, McLemore, Land, Davis, White & Givens, C.P.A.'s, P.C.
Rome, Georgia
June 29, 1998
EXHIBIT 23.4
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to Registration Statement on Form S-3, No.
333-57193, of our reports incorporated by reference in D.R. Horton Inc.'s Form
8-K, dated June 5, 1998, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Phoenix, Arizona
June 25, 1998
