As filed with the Securities and Exchange Commission on June 10, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
D.R. HORTON, INC.
(Exact name of registrant as specified in its charter)
Delaware 1531 75-2386963
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No)
Charles N. Warren
Senior Vice President
and General Counsel
1901 Ascension Blvd., Suite 100 1901 Ascension Blvd., Suite 100
Arlington, Texas 76006 Arlington, Texas 76006
(817) 856-8200 (817) 856-8200
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, of and telephone number, including area
registrant's principal executive offices) 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.
----------
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Amount to Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1) Price Fee
- --------------------------------------- ---------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock (par value $.01 per share) 10,000,000 $17.82 $178,200,000.00 $52,569.00
==============================================================================================================
<FN>
- ----------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c), based upon the average of the high and low
reported prices of the Common Stock, $.01 par value, of the Registrant
on the New York Stock Exchange on June 3, 1998.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 10, 1998
PROSPECTUS
D.R. Horton, Inc.
10,000,000 Shares
Common Stock
($.01 Par Value)
----------
This Prospectus relates to up to 10,000,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of D.R. Horton,
Inc., a Delaware corporation (the "Company"). The Company may offer and issue
Shares from time to time in connection with acquisitions by the Company or its
subsidiaries of the assets or securities of other entities. Such acquisitions
may include exchanges, mergers and other forms of business combinations. The
consideration for such exchanges, mergers and combinations may consist of cash,
assumption of liabilities, evidences of debt, Common Stock or combinations
thereof. The Company also may issue Shares upon the exercise of options,
warrants, convertible securities or other similar securities assumed or issued
by the Company from time to time in connection with such acquisitions.
The Company anticipates that the terms of acquisitions in connection
with which Shares are issued will be determined through direct negotiations with
the securities holders or controlling persons of the businesses being acquired.
Factors taken into account in determining such terms may include earnings power,
quality of management, properties, market location and position, and growth
potential. The Company also anticipates that Shares issued in connection with
such acquisitions will be valued, for purposes of determining the number of
Shares to be issued, at prices related to the market price of the Common Stock
as of one or more times during the period between the time the terms of an
acquisition are agreed upon and the time the Shares are issued. No underwriting
discounts or commissions will be paid in connection with the issuance of Shares,
although finders' fees may be paid from time to time in connection with certain
acquisitions. Any person receiving finders' fees may be deemed an "underwriter"
within the meaning of the Securities Act of 1933.
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol DHI. On June 5, 1998, the last sale price of the Common Stock
as reported on the NYSE was $19.00 per share.
----------
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN RISKS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN
ACQUISITION OF SHARES.
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.
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
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Shares 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 Shares, 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
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM: D.R. HORTON, INC., 1901 ASCENSION BLVD., SUITE 100, ARLINGTON,
TEXAS, 76006, ATTENTION: DAVID J. KELLER, CHIEF FINANCIAL OFFICER (TELEPHONE
817-856-8200). IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL
INVESTMENT DECISION MUST BE MADE.
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 Shares 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.
2
<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 38 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,
Raleigh/Durham, Richmond, 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, the Company's financial information for prior periods in
the section hereof entitled "Selected Financial Data" has been restated to show
the combined results of the Company and Continental; and, in the description of
business in this section, Continental has been combined with 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.
RISK FACTORS
The following risk factors should be considered carefully in connection
with an acquisition of Shares. These factors should be considered in conjunction
with the other information included and incorporated by reference in this
Prospectus.
The statements contained in this Prospectus include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "PSLRA"). When used in this Prospectus and any Prospectus Supplements,
in presentations to investors, and in oral statements made by or with the
approval of an executive officer of the Company, the words or phrases
"believes," "anticipates," "intends," "will likely result," "estimates,"
"projects" or similar expressions are intended to identify such forward-looking
statements. Any of these forward-looking statements involve risks, uncertainties
and other factors that may cause the Company's actual results to differ
materially from the results discussed in the forward-looking statements. Such
risks, uncertainties and other factors include, but are not limited to, changes
in general economic and market conditions, changes in interest rates and the
availability of mortgage financing, changes in costs and availability of
material, supplies and labor, general competitive conditions, the availability
of capital and the ability to effect acquisitions successfully.
3
<PAGE>
The following discussion contains certain cautionary statements
regarding the Company's business and results of operations. These statements
discuss matters which may in part be discussed elsewhere in this Prospectus and
which may have been discussed in other documents incorporated herein by
reference. This discussion is intended to take advantage of the "safe harbor"
provisions of the PSLRA. In making these cautionary statements, the Company is
not undertaking to address or update each factor in future filings with the
Commission or communications regarding the Company's business or results, and is
not undertaking to address how any of these factors may have caused results to
differ from discussions or information contained in previous filings or
communications.
General Economic, Real Estate and Other Conditions. The homebuilding
industry is cyclical and is significantly affected by changes in general and
local economic conditions, such as employment levels, availability of financing
for home buyers, interest rates, consumer confidence and housing demand. In
addition, homebuilders are subject to various risks, including competitive
overbuilding, availability and cost of building lots, materials and labor,
weather conditions, delays in construction schedules, cost overruns, changes in
governmental regulation and increases in real estate taxes and other local
government fees. Moreover, homebuilders are subject to the risks associated with
natural disasters such as hurricanes, earthquakes and fires. The Company and its
competitors also are impacted by comprehensive local, state and Federal statutes
and rules regulating environmental matters, zoning, building design and density
requirements, as they affect the availability and cost of building lots and land
for development and the timing of development and homebuilding activities.
Inventory risk can be substantial for homebuilders. The market value of
undeveloped land, building lots and housing inventories can fluctuate
significantly as a result of changing market conditions. In addition, inventory
carrying costs can be significant and can result in losses in a poorly
performing project or market. In the event of significant changes in economic or
market conditions, there can be no assurance that the Company will not dispose
of certain subdivision inventories on a bulk or other basis which may result in
a loss. The Company must, in the ordinary course of its business, continuously
seek and make acquisitions of land for expansion into new markets as well as for
replacement and expansion of land inventory within its current markets. Although
the Company employs various measures designed to manage inventory risks, there
can be no assurance that such measures will be successful.
Interest Rates; Mortgage Financing. Virtually all purchasers of the
Company's homes finance their acquisitions through lenders providing mortgage
financing. In general, housing demand is adversely affected by increased
interest rates, decreasing availability of mortgage financing, increasing
housing costs and unemployment. If mortgage interest rates increase and the
ability of prospective buyers to finance home purchases is adversely affected,
operating results may be negatively impacted. The Company's homebuilding
activities also are dependent upon the availability and cost of mortgage
financing for buyers of homes owned by potential customers so those customers
can sell their existing homes and purchase a home from the Company. In addition,
the Company believes that the availability of Federal Housing Administration and
Veterans Administration mortgage financing is an important factor in marketing
many of the homes of the Company. Any limitations or restrictions on the
availability of such financing could adversely affect the Company's sales.
Competition. The homebuilding industry is highly competitive and
fragmented. Homebuilders compete not only for home buyers, but also for
desirable properties, financing, raw materials and skilled labor. The Company
competes with other local, regional and national homebuilders, often within
larger subdivisions designed, planned and developed by such homebuilders.
Future Capital Requirements. The operations of the Company require
significant amounts of cash, and the Company will be required to seek additional
capital for the future growth and development of its business. There can be no
4
<PAGE>
assurance as to the terms or availabilities of such additional capital. If the
Company is not successful in obtaining sufficient capital, it could result in a
reduction in sales and may adversely affect the Company's future growth and
results of operations.
No Assurance of Successful Acquisitions. From July 1993 through the
present, the Company has acquired several homebuilding companies. In the future,
the Company intends to acquire additional companies. Subsequent to the
acquisitions, the previous owners of the acquired companies normally have
continued to manage their operations as subsidiaries or divisions of the
Company. There can be no assurance that the Company will continue to be able to
successfully integrate the operations of its acquisitions, including any
acquisitions in connection with which Shares are issued, and realize the
earnings enhancements that may be available. In addition, there can be no
assurance that the Company will be able to implement successfully its operating
and growth strategies in each of its markets. Finally, there can be no assurance
that the pace of the Company's acquisitions will not adversely affect the
Company's efforts to integrate acquisitions and manage the acquired companies
profitability.
Potential Impact of Certain Large Stockholdings. Donald R. Horton and
other affiliates of the Company own, directly or indirectly, approximately 27%
of the Common Stock. Accordingly, such persons may effectively be able to elect
the entire Board of Directors of the Company and control its management,
operations and affairs.
Uncertainty as to Market Price of the Common Stock. Because the market
price of the Common Stock is subject to fluctuation, the market value of the
Shares that securities holders of acquired businesses may receive in the
acquisitions may increase or decrease prior to and following acquisitions. There
can be no assurance that at or after the acquisition the shares of the Common
Stock will trade at or near the prices upon which the acquisition was based, or
the prices at which such shares have traded in the past. The prices at which
shares of the Common Stock trade may be influenced by many factors, including
the liquidity of the Common Stock, the impact of the Common Stock issued in the
acquisitions or upon possible conversion of outstanding convertible notes,
investor perceptions of the Company and the homebuilding industry, the Company's
operating results, the Company's dividend policy and general economic and market
conditions. See "PER SHARE PRICES AND DIVIDENDS."
Potential Anti-takeover Effects of Preferred Stock and Certain Charter
and Bylaw Provisions. The Company is authorized to issue up to 30,000,000 shares
of Preferred Stock in one or more series, the terms of which may be determined
at the time of issuance by the Company's Board, without further action by the
Company's stockholders, and may include voting rights, preferences as to
dividends and liquidation, conversion and redemptive rights and sinking fund
provisions. Although the Company currently has no plans to issue any shares of
Preferred Stock, the issuance of Preferred Stock in the future could affect the
rights of the holders of the Common Stock. In particular, specific rights
granted to future holders of Preferred Stock could be used to restrict the
Company's ability to merge with or sell its assets to a third party, or
otherwise delay, discourage , or prevent a change in control of the Company. In
addition, certain provisions in the Company's charter and bylaws prohibiting
stockholder action by written consent, increasing the vote required to remove
directors, limiting the persons who may call special meetings of stockholders
and providing time limitations for stockholder nominations for director and
other stockholder proposals could delay, discourage, or prevent a change in
control of the Company. See "DESCRIPTION OF CAPITAL STOCK."
5
<PAGE>
SELECTED FINANCIAL DATA
The following selected consolidated financial data of the Company are
qualified by reference to and should be read in conjunction with the
supplemental consolidated financial statements, related notes thereto and other
financial data incorporated herein. These historical results are not necessarily
indicative of the results to be expected in the future.
In 1993, the Company changed its fiscal year end to September 30, thus
operating information for the nine months then ended represents the Company's
fiscal period.
<TABLE>
<CAPTION>
Six Months Ended
Periods Ended September 30, March 31,
---------------------------------------------------------- ------------------
Nine
Months Years
-------- ------------------------------------------------ ------------------
1993 1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- -------- -------- -------- --------
(In millions, except per share amounts)
Income Statement (Unaudited)
Data: (1) (2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues ............ $ 345.5 $ 452.3 $ 734.4 $ 862.8 $1,136.2 $1,567.5 $ 655.0 $ 867.5
Net income from
continuing operations 14.0 19.3 30.7 34.4 53.2 65.3 27.6 37.8
Net income per share
from continuing
operations
Basic .......... .36 .50 .75 .80 1.15 1.29 .57 .72
Diluted ........ .36 .49 .72 .77 1.07 1.16 .51 .64
Cash dividends
declared per common.. -- -- -- -- -- .06 .02 .04
share (3)
<CAPTION>
As of September 30, As of March 31,
------------------------------------------------------- --------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- -------- -------- --------
(In millions)
Balance Sheet Data: (1) (2) (Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Inventories................ $ 271.6 $ 409.5 $ 574.2 $ 690.2 $1,024.3 $ 935.8 $1,229.4
Total Assets............... 346.2 536.4 705.6 841.3 1,248.3 1,133.2 1,508.0
Notes Payable.............. 177.0 276.9 402.7 420.2 650.7 591.2 846.1
Stockholders' Equity....... 117.4 183.1 216.6 306.6 427.9 388.4 465.1
<FN>
- ----------
(1) See Note C to the audited financial statements contained in the
Company's Current Report on Form 8-K, dated June 5, 1998, and
incorporated herein, for details concerning acquisitions by the
Company.
(2) On April 20, 1998, the Company and Continental consummated a merger
pursuant to which Continental was merged into the Company, with 2.25
shares of the Common Stock being exchanged for each outstanding share
of Continental. Approximately 15.5 million shares of the Common Stock
were issued to effect the Merger and Continental's outstanding
convertible securities became convertible into an additional
approximately 8.2 million shares of Common Stock. The Merger with
Continental was treated as a pooling of interests for accounting
purposes. Therefore, all financial amounts have been restated as if
Continental and the Company had been combined.
Prior to the Merger, Continental had a fiscal year end of May 31.
Accordingly, the Continental consolidated balance sheets as of May 31,
1993, 1994, 1995 and 1996 have been combined with the Company's balance
sheets as of September 30, 1993, 1994, 1995 and 1996, respectively. The
related Continental statements of income, stockholders' equity and cash
flows for the years ended May 31, 1993, 1994, 1995 and 1996 have been
combined with the Company's statements of income, stockholders' equity
and cash flows for the fiscal years ended September 30, 1993, 1994,
1995 and 1996, respectively. Continental's balance sheet and the
related statement of income, stockholders' equity and cash flows have
been restated to conform to the Company's fiscal year end of September
30, 1997.
As permitted by regulations of the Securities and Exchange Commission,
Continental's four-month period ended September 30, 1996 has been
omitted from the financial statements. Continental's revenues, cost of
sales, income before taxes and net income for this four month period
were $234.4 million, $191.6 million, $18.8 million and $11.2 million,
respectively.
(3) Cash dividends per common share represent those dividends declared to
the Company's stockholders, unadjusted for the Merger.
</FN>
</TABLE>
6
<PAGE>
PER SHARE PRICES AND DIVIDENDS
The Common Stock is listed on the NYSE under the symbol DHI. The table
below sets forth, for the fiscal quarters indicated, the high and low sales
prices of the Common Stock as reported on the NYSE, based on published financial
sources, and the dividends paid on such stock. The Common Stock market prices
have been adjusted for the Company's 8% stock dividend of May 1996. Because the
stock dividend occurred prior to the Merger, only stockholders of the Company at
the time of issuance participated in such dividend.
Common Stock
-----------------------------
Dividends
High Low Declared
------- ------- ---------
Year ended September 30, 1996:
Quarter Ended December 31............... $ 11.00 $ 8.91 -----
Quarter Ended March 31.................. 11.92 8.91 -----
Quarter Ended June 30................... 10.75 8.63 -----
Quarter Ended September 30.............. 10.38 7.50 -----
Year ended September 30, 1997:
Quarter Ended December 31............... $ 11.38 $ 8.63 -----
Quarter Ended March 31.................. 13.00 10.13 $ 0.02
Quarter Ended June 30................... 12.50 9.00 0.02
Quarter Ended September 30.............. 17.25 10.19 0.02
Current Year:
Quarter Ended December 31............... $ 21.00 $ 15.00 $ 0.02
Quarter Ended March 31.................. 23.63 16.56 0.0225
Third Quarter (through June 5, 1998).... 23.25 17.06 0.0225
On June 5, 1998, the closing price per share of the Common Stock as
reported on the NYSE was $19.00. On that date there were approximately 280
holders of record of the Common Stock.
Securities holders of businesses to be acquired are urged to obtain
current market quotations for the Common Stock prior to making any decision with
respect to acquisition of the Shares.
The Company has paid a quarterly cash dividend to holders of the Common
Stock since February 1997. However, the payment of future dividends on the
Common Stock, if any, will be a business decision to be made by the Board of
Directors of the Company from time to time based upon the results of operations
and financial condition of the Company and such other factors as the Board of
Directors of the Company considers relevant. The Company is required to comply
with certain covenants contained in its bank agreements and its note indentures.
The most restrictive of these requirements allows the Company to pay cash
dividends on its Common Stock in an amount not to exceed, on a cumulative basis,
50% of consolidated net income, as defined, subject to certain other
adjustments. Pursuant to the most restrictive of these requirements, the Company
had approximately $32 million available for the payment of dividends and for the
acquisition by the Company of its common stock at April 30, 1998.
7
<PAGE>
CERTAIN MANAGEMENT INFORMATION
As contemplated by the Agreement and Plan of Merger, dated as of
December 18, 1997 (the "Merger Agreement"), between the Company and Continental,
on April 20, 1998, the effective date of the Merger, Bradley S. Anderson and W.
Thomas Hickcox, former directors of Continental, were elected directors of the
Company, thereby increasing the Board of Directors to 11 members. In connection
with the Merger, Mr. Hickcox's employment agreement with Continental was also
assumed by the Company. As amended, such employment agreement provides for,
among other things: an annual salary of $300,000; a severance benefit equal to
the sum of his annual salary plus the average of his three highest annual
bonuses for the preceding five calendar years (subject to increase in the event
of certain adverse tax consequences); and other employee benefits for three
years. Mr. Hickcox also agreed, for two years, or if later, one year after his
employment ceases, not to compete with the Company in certain territories where
Continental conducted business. In consideration for the non-competition
agreement, the Company granted Mr. Hickcox options to purchase 100,000 shares of
Common Stock at an exercise price of $22.6875 per share that vest over 10 years
under the Company's stock option plan and agreed to set his annual bonus payable
under the Company's executive bonus program during the first two years following
the Merger at 1.5% of the annual pre-tax earnings of the Company's Continental
region and, if his employment agreement is terminated by the Company without
cause, or by Mr. Hickcox for good reason, to pay an additional severance bonus
of twice the severance benefit described above. The Company also agreed to
indemnify Messrs. Anderson and Hickcox, along with the other former Continental
directors, and continue directors' and officers' liability insurance in
connection with their prior service as directors or executive officers of
Continental.
Mr. Hickcox, age 45, currently serves as a Regional Vice President of
the Company. He was the Chief Executive Officer of Continental from October 1997
through April 1998, and President and Chief Operating Officer of Continental
from September 1995 and December 1994, respectively, through April 1998, and was
Chief Executive Officer of Continental Homes, Inc. ("CHI"), a subsidiary of
Continental, from May 1997 through April 1998, President of CHI from September
1995 to May 1997, and Senior Vice President of CHI from May 1991 to September
1995.
Mr. Anderson, age 37, is a First Vice President of CB Richard Ellis,
Inc., an international real estate brokerage company, and he has had various
positions in Phoenix, Arizona with its predecessor, CB Commercial Real Estate
Group, Inc., since January 1987. He served as Interim Chairman of the Board of
Continental from October 1997 through April 1998.
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 8, 1998, 53,140,075 shares of Common Stock and no shares of Preferred
Stock were outstanding.
Preferred Stock
The Company's Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares of
preferred stock (the "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 the 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.
8
<PAGE>
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. The transfer agent and registrar for the Common Stock is
American Stock Transfer & Trust Company, New York, New York.
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.
CERTAIN FEDERAL SECURITIES LAWS CONSIDERATIONS
Persons who directly or indirectly control, are controlled by, or are
under common control with, companies or other entities whose assets or
securities are acquired by the Company, whether through an exchange, merger or
other form of business combination, may be deemed to be engaged in a
distribution of securities, and therefore underwriters of securities within the
meaning of Section 2(11) of the Securities Act, if such persons offer or sell
any shares of the Common Stock covered by this Prospectus other than in
accordance with the provisions of paragraph (d) of Rule 145 under the Securities
Act. Rule 145(d) provides that such persons will not be deemed to be
9
<PAGE>
underwriters if (a) among other things, (i) the Company has complied with
certain reporting requirements of the Exchange Act, (ii) the amounts of such
shares sold fall within certain volume limitations, (iii) such shares are sold
only in brokers' transactions within the meaning of Section 4(4) of the
Securities Act, (iv) such persons do not solicit or arrange for the solicitation
of orders to buy such shares in anticipation of or in connection with the offer
or sale thereof to any persons other than the brokers executing the orders to
sell such shares; (b) such persons are not affiliates of the Company and have
been the beneficial owners of the Common Stock for at least one year, and the
Company has complied with certain reporting requirements of the Exchange Act; or
(c) such persons are not, and have not been for at least three months,
affiliates of the Company and have been the beneficial owners of the Common
Stock for at least two years.
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 Shares being offered hereby.
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. at
September 30, 1997, and for the year then ended, 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.
10
<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
Risk Factors................................................................. 3
Selected Financial Data...................................................... 6
Per Share Prices and Dividends............................................... 7
Certain Management Information............................................... 8
Description of Capital Stock................................................. 8
Certain Federal Securities Laws Considerations............................... 9
Legal Matters................................................................10
Experts......................................................................10
D.R. HORTON, INC.
10,000,000 Shares
Common Stock
----------
PROSPECTUS
----------
, 1998
================================================================================
<PAGE>
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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.
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.
II-1
<PAGE>
Item 21. Exhibits and Financial Schedules.
(a) Exhibits:
Exhibit
Number Exhibits
------- --------
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 - 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)
4.2 - 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
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)
Item 22. Undertakings.
(a) The Company hereby 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;
(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.
II-2
<PAGE>
(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.
(b) 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.
(c) The Company hereby undertakes:
(1) That prior to any public reoffering of securities
registered hereunder through use of a prospectus which
is a part of this registration statement, by any
person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), such reoffering
prospectus will contain the information called for by
the applicable registration form with respect to
reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other
items of the applicable form.
(2) That every prospectus (i) that is filed pursuant to
paragraph (1) immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3)
of the Securities Act of 1933 and is used in
connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to
the Registration Statement and will not be used until
such amendment is effective, and that, for 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.
(d) 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 20, 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.
(e) The Company hereby undertakes to respond to requests for
information that is incorporated by reference into the
Prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the
request.
II-3
<PAGE>
(f) The Company hereby undertakes to supply by means of a
post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration
Statement when it became effective, to the extent required by
General Instruction H.
II-4
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Arlington,
State of Texas, on June 10, 1998.
D.R. HORTON, INC.
By /s/ Donald R. Horton
-----------------------------------
Donald R. Horton
Chairman of the Board and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Donald R. Horton,
individually, and Donald R. Horton, David J. Keller, Richard Beckwitt and Donald
J. Tomnitz together as a group, as his or her true and lawful attorney-in-fact
and agent, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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 10, 1998
- ------------------- (Principal Executive Officer)
Donald R. Horton
/s/Bradley S. Anderson Director June 10, 1998
- ----------------------
Bradley S. Anderson
/s/Richard Beckwitt Director June 10, 1998
- -------------------
Richard Beckwitt
/s/Richard I. Galland Director June 10, 1998
- ---------------------
Richard I. Galland
II-5
<PAGE>
Signature Title Date
--------- ----- ----
/s/W. Thomas Hickcox Director June 10, 1998
- --------------------
W. Thomas Hickcox
/s/Richard L. Horton Director June 10, 1998
- --------------------
Richard L. Horton
/s/Terrill J. Horton Director June 10, 1998
- --------------------
Terrill J. Horton
/s/David J. Keller Treasurer, Chief Financial Officer June 10, 1998
- ------------------ and Director (Principal Accounting
David J. Keller and Financial Officer)
/s/Francine I. Neff Director June 10, 1998
- -------------------
Francine I. Neff
/s/Scott J. Stone Director June 10, 1998
- -----------------
Scott J. Stone
/s/Donald J. Tomnitz Director June 10, 1998
- --------------------
Donald J. Tomnitz
II-6
<PAGE>
EXHIBIT INDEX
(a) Exhibits:
Exhibit
Number Exhibits
------- --------
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 - 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)
4.2 - 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
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)
EXHIBIT 5.1
June 10, 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-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 (as amended, the "Act"),
on June 10, 1998, with respect to the offering and issuance from time to time by
the Company of up to 10,000,000 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.
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:
(1) The Certificate of Incorporation of the Company, as amended
to date;
(2) The Bylaws of the Company, as amended to date;
(3) 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
(4) 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.
In connection with our examination, 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 a copies.
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 to compliance with such securities or "blue sky" laws of any
jurisdiction as may be applicable), when the Common Stock shall have been
authorized, issued and delivered as described in the Registration Statement, in
accordance with the terms and conditions of the applicable acquisition,
exchange, or merger agreement and in a manner contemplated in the Registration
Statement, including (where applicable) any Prospectus Supplement relating to
the offering of Common Stock, the Common Stock will be validly issued, fully
paid and nonassessable.
<PAGE>
D.R. Horton, Inc.
June 10, 1998
Page 2
This opinion is limited to the present corporate laws of the State of
Delaware 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
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "EXPERTS" in
the Registration Statement (Form S-4, dated June 10, 1998) and related
Prospectus of D.R. Horton, Inc. for the registration of 10,000,000 shares of its
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 3, 1998
EXHIBIT 23.3
[Letterhead of Whittington, 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 D.R. Horton,
Inc.'s Form S-4, registering ten million shares of 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 4, 1998
EXHIBIT 23.4
[Letterhead of Arthur Anderson LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 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 Anderson LLP
Phoenix, Arizona,
June 3, 1998.
