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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
D.R. HORTON, INC.
(Co-registrants are listed on the following page)
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(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2386963
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
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(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. /X/ box. / /
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Securities Act registration statement file number to which this form relates:
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(If Applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be
------------------- Registered
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10-1/2% Senior Notes Due 2005 of the Registrant, New York Stock Exchange
together with Guarantees of such Senior Notes
by direct and indirect Subsidiaries of the
Registrant
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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The following direct and indirect subsidiaries of registrant may
guarantee the debt securities and are co-registrants under this registration
statement.
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JURISDICTION OF
INCORPORATION I.R.S. EMPLOYER
NAME OF CO-REGISTRATION OR ORGANIZATION IDENTIFICATION NO.
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C. Richard Dobson Builders, Inc. Virginia 54-1082672
CH Investments of Texas, Inc. Delaware 86-0831611
CHI Construction Company Arizona 86-0533370
CHTEX of Texas, Inc. Delaware 74-2791268
Continental Homes, Inc. Delaware 86-0515339
Continental Homes of Florida, Inc. Florida 59-1237314
Continental Homes of Texas, L.P. Texas 74-2791904
Continental Residential, Inc. California 86-0724231
D.R. Horton, Inc. - Birmingham Alabama 62-1666398
D.R. Horton, Inc. - Chicago Delaware 75-2795240
D.R. Horton, Inc. - Denver Delaware 75-2666727
D.R. Horton, Inc. - Greensboro Delaware 75-2599897
D.R. Horton, Inc. - Louisville Delaware 75-2636512
D.R. Horton, Inc. - Minnesota Delaware 75-2527442
D.R. Horton, Inc. - New Jersey Delaware 75-2665362
D.R. Horton, Inc. - Portland Delaware 75-2763765
D.R. Horton, Inc. - Sacramento California 75-2569592
D.R. Horton, Inc. - San Diego Delaware 75-2460269
D.R. Horton - Texas, Ltd. Texas 75-2491320
D.R. Horton, Inc. - Torrey Delaware 75-2689997
D.R. Horton Los Angeles Holding Company, Inc. California 75-2589298
D.R. Horton Management Company, Ltd. Texas 75-2436079
D.R. Horton San Diego Holding Company, Inc. California 75-2589293
DRH Cambridge Homes, Inc. California 75-2589359
DRH Construction, Inc. Delaware 75-2633738
DRH Tucson Construction, Inc. Delaware 75-2709796
DRHI, Inc. Delaware 75-2433464
KDB Homes, Inc. Delaware 86-0565376
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
SGS Communities at Grande Quay, LLC New Jersey 22-3481784
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of Debt
Securities" in the Registrant's Form S-3 Registration Statement (Registration
No. 333-76175) filed with the Securities and Exchange Commission (the
"Commission") on April 13, 1999, and the section captioned "Description of
Notes" in the Registrant's Prospectus Supplement dated March 16, 2000, filed or
to be filed pursuant to Rule 424(b) and incorporated by reference therein, is
incorporated herein by reference.
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Item 2. EXHIBITS.
Exhibit No. Description
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1 Indenture, dated as of June 9, 1997, among the
Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, relating to
Senior Debt Securities, is incorporated herein by
reference from Exhibit 4.1(a) to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-27521) filed with the Commission on May 21, 1997.
2 First Supplemental Indenture, dated as of June 1, 1997,
among the Registrant, the guarantors named therein and
American Stock Transfer & Trust Company, as Trustee,
relating to the 8 3/8% Senior Notes due 2009, including
the form of the Registrant's 8 3/8% Senior Notes due
2009, is incorporated by reference from Exhibit 4.1 to
the Registrant's Form 8-K/A dated April 1, 1997, filed
with the Commission on June 6, 1997.
3 Second Supplemental Indenture, dated as of September 30,
1997, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated by reference from Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, filed with the Commission
on December 8, 1997.
4 Third Supplemental Indenture, dated as of April 17,
1998, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated by reference form Exhibit 4.3 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with Commission on
May 14, 1998.
5 Fourth Supplemental Indenture, dated as of April 20,
1998, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated by reference from 4.4 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with Commission on
May 14, 1998.
6 Fifth Supplemental Indenture, dated as of August 31,
1998, among the
3
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Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, is
incorporated herein by reference from Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1998, filed with the Commission
on December 10, 1998.
7 Sixth Supplemental Indenture, dated as of February 4,
1999, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
relating to the 8% Senior Notes due 2009, including the
form of the Registrant's 8% Senior Notes due 2009, is
incorporated herein by reference from Exhibit 4.1 to the
Registrant's Form 8-K filed with the Commission on
February 2, 1999.
8 Seventh Supplemental Indenture, dated as of August 31,
1999, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
relating to the 8% Senior Notes due 2009 and the 8 3/8%
Senior Notes due 2004, is incorporated herein by
reference from Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1999, filed with the Commission on December 10,
1999.
9 Eighth Supplemental Indenture, dated as of March 21,
2000, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
relating to the 10-1/2% Senior Notes due 2005, is
incorporated herein by reference from Exhibit 4.1 to the
Registrant's Form 8-K, filed with the Commission on
March 17, 2000.
10 Indenture dated as of April 15, 1996 between Continental
Homes Holding Corp. ("Continental") and First Union
National Bank, as Trustee, relating to the 10% Senior
Notes due 2006, including the form of the Registrant's
10% Senior Notes due 2006, is incorporated herein by
reference from Exhibit 4.1 to Continental's Annual
Report on Form 10-K for the year ended May 31, 1996. The
Commission file number for Continental is 1-10700.
11 First Supplemental Indenture, dated as of April 20,
1998, among the Registrant, the guarantors named therein
and First Union National Bank, as Trustee, is
incorporated by reference form Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with the Commission
on May 14, 1998.
12 Second Supplemental Indenture, dated as of August 31,
1998, among the Registrant, the guarantors named herein
and First Union National Bank, as Trustee, is
incorporated by reference from Exhibit 4.10 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1998, filed with the
Commission on December 10, 1998.
13 Third Supplemental Indenture, dated as of August 31,
1999, among the Registrant, the guarantors named herein
and First Union National Bank, as Trustee, is
incorporated by reference from Exhibit 4.13 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1999, filed with the Commission
on December 10, 1999.
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14 Amended and Restated Master Loan and Inter-Creditor
Agreement dated as of July 1, 1999, among D.R. Horton,
Inc., as a Borrower; Nationsbank, N.A., Bank of America
National Trust and Savings Association, Fleet National
Bank, Bank United, Comerica Bank, Credit Lyonnais New
York Branch, Societe Generale, Southwest Agency, The
First National Bank of Chicago, PNC Bank, National
Association, Amsouth Bank, Bank One, Arizona, NA, First
American Bank Texas, SSB, Harris Trust and Savings Bank,
Sanwa Bank California, Norwest Bank Arizona, National
Association,. Wachovia Mortgage Company and Summit Bank,
as Banks; and Nationsbank, N.A., as Administrative
Agent, is incorporated by reference from Exhibit 10.21
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999, filed with the
Commission on December 10, 1999.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
D.R. HORTON, INC.
Date: March 17, 2000 By: /s/ Samuel R. Fuller
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Samuel R. Fuller
Executive Vice President, Treasurer, and
Chief Financial Officer
CO-REGISTRANTS:
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C. Richard Dobson Builders, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
Continental Homes, Inc.
Continental Homes of Florida, Inc.
Continental Residential, Inc.
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Chicago
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Greensboro
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - New Jersey
D.R. Horton, Inc. - Portland
D.R. Horton, Inc. - Sacramento
D.R. Horton, Inc. - San Diego
D.R. Horton - Texas, Ltd.
D.R. Horton, Inc. - Torrey
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
DRH Cambridge Homes, Inc.
DRH Construction, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
Meadows I, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
By: /s/ Samuel R. Fuller
----------------------------------------
Samuel R. Fuller
Assistant Treasurer of the
Co-Registrants listed above
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CH INVESTMENTS OF TEXAS INC.
MEADOWS II, LTD.
By: /s/ William Peck
---------------------------------------
William Peck
President
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CONTINENTAL HOMES OF TEXAS, L.P.
By: CHTEX of Texas, Inc., its general partner
By: /s/ Samuel R. Fuller
------------------------------------------
Samuel R. Fuller, Assistant Treasurer
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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
SGS COMMUNITIES AT GRANDE QUAY, LLC
By: Meadows IX, Inc., a member
By: /s/ Donald R. Horton
---------------------------------
Donald R. Horton
Chairman
and
By: Meadow X, Inc., a member
By: /s/ Donald R. Horton
---------------------------------
Donald R. Horton
Chairman
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EXHIBIT INDEX
Exhibit No. Description
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1 Indenture, dated as of June 9, 1997, among the
Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, relating to
Senior Debt Securities, is incorporated herein by
reference from Exhibit 4.1(a) to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-27521) filed with the Commission on May 21, 1997.
2 First Supplemental Indenture, dated as of June 1, 1997,
among the Registrant, the guarantors named therein and
American Stock Transfer & Trust Company, as Trustee,
relating to the 8 3/8% Senior Notes due 2009, including
the form of the Registrant's 8 3/8% Senior Notes due
2009, is incorporated by reference from Exhibit 4.1 to
the Registrant's Form 8-K/A dated April 1, 1997, filed
with the Commission on June 6, 1997.
3 Second Supplemental Indenture, dated as of September 30,
1997, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated by reference from Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, filed with the Commission
on December 8, 1997.
4 Third Supplemental Indenture, dated as of April 17,
1998, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated by reference form Exhibit 4.3 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with Commission on
May 14, 1998.
5 Fourth Supplemental Indenture, dated as of April 20,
1998, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated by reference from 4.4 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with Commission on
May 14, 1998.
6 Fifth Supplemental Indenture, dated as of August 31,
1998, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated herein by reference from Exhibit 4.7 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998, filed with the
Commission on December 10, 1998.
7 Sixth Supplemental Indenture, dated as of February 4,
1999, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
relating to the 8% Senior Notes due 2009, including the
form of the Registrant's 8% Senior Notes due 2009, is
incorporated herein by reference from Exhibit 4.1 to the
Registrant's Form 8-K filed with the Commission on
February 2, 1999.
10
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8 Seventh Supplemental Indenture, dated as of August 31,
1999, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
relating to the 8% Senior Notes due 2009 and the 8 3/8%
Senior Notes due 2004, is incorporated herein by
reference from Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1999, filed with the Commission on December 10,
1999.
9 Eighth Supplemental Indenture, dated as of March 21,
2000, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
relating to the 10 1/2% Senior Notes due 2005, is
incorporated herein by reference from Exhibit 4.1 to the
Registrant's Form 8-K, filed with the Commission on
March 17, 2000.
10 Indenture dated as of April 15, 1996 between Continental
Homes Holding Corp. ("Continental") and First Union
National Bank, as Trustee, relating to the 10% Senior
Notes due 2006, including the form of the Registrant's
10% Senior Notes due 2006, is incorporated herein by
reference from Exhibit 4.1 to Continental's Annual
Report on Form 10-K for the year ended May 31, 1996. The
Commission file number for Continental is 1-10700.
11 First Supplemental Indenture, dated as of April 20,
1998, among the Registrant, the guarantors named therein
and First Union National Bank, as Trustee, is
incorporated by reference form Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with the Commission
on May 14, 1998.
12 Second Supplemental Indenture, dated as of August 31,
1998, among the Registrant, the guarantors named herein
by reference from Exhibit 4.10 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1998, filed with the Commission on
December 10, 1998.
13 Third Supplemental Indenture, dated as of August 31,
1999, among the Registrant, the guarantors named herein
and First Union National Bank, as Trustee, is
incorporated by reference from Exhibit 4.13 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1999, filed with the Commission
on December 10, 1999.
14 Amended and Restated Master Loan and Inter-Creditor
Agreement dated as of July 1, 1999, among D.R. Horton,
Inc., as a Borrower; Nationsbank, N.A., Bank of America
National Trust and Savings Association, Fleet National
Bank, Bank United, Comerica Bank, Credit Lyonnais New
York Branch, Societe Generale, Southwest Agency, The
First National Bank of Chicago, PNC Bank, National
Association, Amsouth Bank, Bank One, Arizona, NA, First
American Bank Texas, SSB, Harris Trust and Savings Bank,
Sanwa Bank California, Norwest Bank Arizona, National
Association,. Wachovia Mortgage Company and Summit Bank,
as Banks; and Nationsbank, N.A., as Administrative
Agent, is incorporated by reference from Exhibit 10.21
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999, filed with the
Commission on December 10, 1999.
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