UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
D.R. Horton, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
23331A 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Paul W. Buchschacher, Esq. Ronald D. Mueller, Esq.
D.R. Horton, Inc. Gibson, Dunn & Crutcher, LLP
1901 Ascension Blvd., Suite 100 1050 Connecticut Ave., N.W.
Arlington, TX 76006 Washington, DC 20036-5306
(817) 856-8200 (202) 955-8671
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 3, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 23331A 10 9 13D Page 2 of 5 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Donald R. Horton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR (2e) [X]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7. SOLE VOTING POWER
8,339,994
BENEFICIALLY OWNED 8. SHARED VOTING POWER
-0-
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER
8,339,994
PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,339,994
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.0%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 23331A 10 9 13D Page 3 of 5 Pages
This Schedule 13D is filed by Donald R. Horton (the "Reporting Person")
to report the acquisition of shares of Common Stock (the "Shares") of D.R.
Horton, Inc. (the "Issuer") as a result of distributions of Shares from certain
trusts, and the subsequent disposition of other Shares owned by the Reporting
Person. The Reporting Person is Chairman of the Board of Directors, and was
formerly the President, of the Issuer. The Reporting Person previously has
reported his beneficial ownership of the Shares on Schedule 13G.
Item 1. Security and Issuer.
(a) Name of Issuer: D.R. Horton, Inc.
(b) Title of Class of Securities: Common Stock
(c) Address of Issuer's Principal Executive Offices:
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
Item 2. Identity and Background.
(a) Name of Person Filing: Donald R. Horton
(b) Address of Principal Business Office:
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
(c) Present principal occupation:
Chairman of the Board of Directors
D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
(d) None.
(e) In July 1994, the Reporting Person entered into a consent
order that settled an investigation by the Federal Reserve
Board into whether he failed to comply with certain regulatory
disclosure or other obligations relating to the acquisition
and financing of his controlling interest in Provident Bancorp
of Texas, Inc., a single bank holding company (together with
its bank, "Provident"). The Reporting Person denied
non-compliance. In the consent order, which was entered
without any findings fact or law, he agreed to pay a civil
money penalty of $100,000 and contribute $500,000 deemed
restitution as part of a capital infusion of up to $7.0
million in Provident. The capital infusion was made through an
approved voting trust in order to address Provident's
financial difficulties, which predated his acquisition. In the
consent order, the Reporting Person also agreed not to
participate, apart from the capital infusion, in the affairs
of insured depository institutions or their holding companies
without prior regulatory approval, or to violate laws
applicable thereto. The Reporting Person advised the Issuer
that his agreements in the consent order were intended to
avoid the expense and delay required for further proceedings
and to protect his investment by improving Provident's
regulatory capital. He also advised the Issuer that in making
a personal investment in Provident, he obtained the financial
review of a national accounting firm and the advice of a
national law firm as to regulatory matters. In addition, the
Reporting Person informed the Issuer that he filed suit
against
<PAGE>
CUSIP No. 23331A 10 9 13D Page 4 of 5 Pages
the law firm that represented him in the Provident acquisition
in connection with such representation. The Reporting Person
subsequently informed the Issuer that the litigation against
the law firm had been satisfactorily resolved and that he had
sold his interest in Provident.
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
No funds or consideration were involved in the June 3, 1998
acquisition, in that it was a distribution from certain trusts.
Item 4. Purpose of Transaction.
On June 3, 1998, certain trusts for the benefit of the Reporting Person
and his family members were terminated; and 2,069,702 Shares were distributed
from the trusts to the Reporting Person and 953,811 Shares were distributed to
his spouse. On June 23, 1998, the 953,811 Shares were reclassified as community
property of the Reporting Person and his spouse. On January 21, 1999, the
Reporting Person sold 1,000,000 Shares.
The Reporting Person intends to review his investment in the Issuer on
a continuing basis and may, at any time, consistent with the Reporting Person's
obligations under the federal securities laws, determine to increase or decrease
his ownership of Shares of the Issuer's Common Stock through purchases or sales
of such Common Stock in the open market or in privately-negotiated transactions.
The Reporting Person's review of his investment in the Issuer will depend on
various factors, including the Reporting Person's personal financial commitments
and estate planning considerations and the Issuer's business prospects, other
developments concerning the Issuer, general economic conditions, money and stock
market conditions, and any other facts and circumstances which may become known
to the Reporting Person regarding his investment in the Issuer.
Other than as described above, the Reporting Person has no present
plans or proposals which relate to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries, (iii) any
change in the board of directors or management of the Issuer or any of its
subsidiaries, (iv) any material change in the present capitalization or dividend
policy of the Issuer, (v) any other material change in the Issuer's business or
corporate structure, (vi) changes in the Issuer's charter or bylaws or other
actions which may impede the acquisition of control of the Issuer by any person,
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or cease to be quoted in an inter-dealer quotation system of
a registered national securities association, (viii) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(b)(4) of the Securities Exchange Act of 1934 or (ix) any
action similar to any of those described above. However, the Reporting Person,
in his capacity as Chairman of the Issuer's Board of Directors, may from time to
time be involved in discussions which relate to the transactions described in
this Item 4. He disclaims any duty to disclose such discussions, plans or
proposals of the Issuer or others, except as required by applicable laws and
regulations; and he retains his right to modify his plans with respect to the
transactions described in this Item 4, to acquire or dispose of securities of
the Issuer and to formulate plans and proposals which could result in the
occurrence of any such events, subject to applicable laws and regulations.
<PAGE>
CUSIP No. 23331A 10 9 13D Page 5 of 5 Pages
Item 5. Interest in Securities of the Issuer.
At February 12, 1999:
(a) Amount Beneficially Owned: 8,339,994
Percent of Class: 13.0%, based upon 64,145,843 shares
outstanding on February 10, 1999.
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 8,339,994
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition of:
8,339,994
(iv) Shared power to dispose or to direct the disposition
of: -0-
(c) On January 4, 1999, the Reporting Person made gifts of 1,000
shares and 5,000 shares to two charities. On January 21, 1999,
he sold 1,000,000 shares at a price of $20.875 per share in a
transaction pursuant to Rule 144 under the Securities Act of
1933.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
(a) Not Applicable.
Item 7. Material to be Filed as Exhibits.
(a) Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12 , 1999
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Date
/s/ Donald R. Horton
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Signature
Donald R. Horton
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Name
