<PAGE>
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
pursuant to Section 12(b) of the securities pursuant to
Exchange Act and is effective Section 12(g) of the Exchange
pursuant to General Instruction Act and is effective pursuant
A.(c), please check the following to General Instruction A.(d),
box. /X/ please check the following
box. / /
Securities Act registration statement file number to which this
form relates: ---------------
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
------------------- Registered
----------
<S> <C>
9-3/4% Senior Subordinated Notes Due 2010 of the Registrant, New York Stock Exchange
together with Guarantees of such Senior Subordinated Notes
by direct and indirect Subsidiaries of the Registrant
</TABLE>
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 the Registrant may
guarantee the debt securities and are co-registrants under this registration
statement.
<TABLE>
<CAPTION>
JURISDICTION OF
INCORPORATION I.R.S. EMPLOYER
NAME OF CO-REGISTRANT OR ORGANIZATION IDENTIFICATION NO.
--------------------- --------------- ------------------
<S> <C> <C>
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
</TABLE>
2
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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 September 6, 2000,
filed or to be filed pursuant to Rule 424(b) and incorporated by reference
therein, is incorporated herein by reference.
Item 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Indenture, dated as of September 11, 2000, to be
executed by D.R. Horton, Inc., the Guarantors named
therein and American Stock Transfer and Trust Company,
as Trustee, relating to the Senior Subordinated Debt
Securities of D.R. Horton, Inc., is incorporated herein
by reference from Exhibit 4.1(a) to the Registrant's
Current Report on Form 8-K filed with the Commission on
September 7, 2000.
2 First Supplemental Indenture, dated as of September 11,
2000, to be executed by D.R. Horton, Inc., the
Guarantors named therein and American Stock Transfer and
Trust Company, as Trustee, relating to the 9-3/4% Senior
Subordinated Notes due 2010 of D.R. Horton, Inc., is
incorporated herein by reference from Exhibit 4.1(b) to
the Registrant's Current Report on Form 8-K filed with
the Commission on September 7, 2000.
3 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.
4 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.
5 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
3
<PAGE>
30, 1997, filed with the Commission on December 8,
1997.
6 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.
7 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.
8 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.
9 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 Seventh Supplemental Indenture, dated as of August 31,
1999, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
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.
11 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, including
the form of the Registrant's 10-1/2% Senior Notes due
2005, is incorporated herein by reference from Exhibit
4.1 to the Registrant's Current Report on Form 8-K,
filed with the Commission on March 17, 2000.
12 Ninth Supplemental Indenture, dated as of March 31,
2000, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated herein by reference from Exhibit 4.5 to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, filed with the Commission
on May 12, 2000.
4
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13 Tenth Supplemental Indenture, dated as of June 5, 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, including
the form of the Registrant's 10-1/2% Senior Notes due
2005, is incorporated herein by reference from Exhibit
4.1 to the Registrant's Current Report on Form 8-K,
filed with the Commission on June 6, 2000.
14 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.
15 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 from 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
16 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.
17 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.
18 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.
5
<PAGE>
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: September 7, 2000 By: /s/ Samuel R. Fuller
----------------------------------------
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
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Samuel R. Fuller
Treasurer of the
Co-Registrants listed above
6
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CH INVESTMENTS OF TEXAS INC.
MEADOWS II, LTD.
By: /s/ William Peck
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William Peck
President
7
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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, Treasurer
D.R. HORTON MANAGEMENT COMPANY, LTD
D.R. HORTON - TEXAS, LTD.
By: Meadows I, Ltd., its general partner
By: /s/ Samuel R. Fuller
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Samuel R. Fuller, Treasurer
SGS COMMUNITIES AT GRANDE QUAY, LLC
By: Meadows IX, Inc., a member
By: /s/ Samuel R. Fuller
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Samuel R. Fuller, Treasurer
and
By: Meadows X, Inc., a member
By: /s/ Samuel R. Fuller
--------------------------------------
Samuel R. Fuller, Treasurer
8
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
<S> <C>
1 Indenture, dated as of September 11, 2000, to be
executed by D.R. Horton, Inc., the Guarantors named
therein and American Stock Transfer and Trust Company,
as Trustee, relating to the Senior Subordinated Debt
Securities of D.R. Horton, Inc., is incorporated herein
by reference from Exhibit 4.1(a) to the Registrant's
Current Report on Form 8-K filed with the Commission on
September 7, 2000.
2 First Supplemental Indenture, dated as of September 11,
2000, to be executed by D.R. Horton, Inc., the
Guarantors named therein and American Stock Transfer and
Trust Company, as Trustee, relating to the 9-3/4% Senior
Subordinated Notes due 2010 of D.R. Horton, Inc., is
incorporated herein by reference from Exhibit 4.1(b) to
the Registrant's Current Report on Form 8-K filed with
the Commission on September 7, 2000.
3 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.
4 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.
5 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.
6 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.
7 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
9
<PAGE>
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed with Commission on May 14, 1998.
8 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.
9 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 Seventh Supplemental Indenture, dated as of August 31,
1999, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
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.
11 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, including
the form of the Registrant's 10-1/2% Senior Notes due
2005, is incorporated herein by reference from Exhibit
4.1 to the Registrant's Current Report on Form 8-K,
filed with the Commission on March 17, 2000.
12 Ninth Supplemental Indenture, dated as of March 31,
2000, among the Registrant, the guarantors named therein
and American Stock Transfer & Trust Company, as Trustee,
is incorporated herein by reference from Exhibit 4.5 to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, filed with the Commission
on May 12, 2000.
13 Tenth Supplemental Indenture, dated as of June 5, 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, including
the form of the Registrant's 10-1/2% Senior Notes due
2005, is incorporated herein by reference from Exhibit
4.1 to the Registrant's Current Report on Form 8-K,
filed with the Commission on June 6, 2000.
14 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.
15 First Supplemental Indenture, dated as of April 20,
1998, among the Registrant, the guarantors named therein
and First Union National Bank, as
10
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Trustee, is incorporated by reference from 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
16 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.
17 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.
18 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.
</TABLE>
11
