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)
(Exact Name of Registrant as Specified in its Charter)
Delaware | 75-2386963 | |
(State of Incorporation or Organization) | (IRS Employer Identification No.) |
1901 Ascension Blvd., Suite 100 Arlington, Texas | 76006 | |
(Address of principal executive offices) | (zip code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.x | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), 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: |
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| 7.5% Senior Notes Due 2007 of the Registrant, together with Guarantees of such Notes by direct and indirect Subsidiaries of the Registrant | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
.
The following direct and indirect subsidiaries of the Registrant may guarantee the debt securities and are co-registrants under this registration statement.
Name of Co-Registrant | Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||
| Allegra, LLC | California | 95-4583667 | ||
| AP LHI, Inc. | California | 95-4583663 | ||
| AP Western GP Corporation | Delaware | 06-4519840 | ||
| AP WP Operating Corporation | Delaware | 51-0351837 | ||
| AP WP Partners, L.P. | Delaware | 51-0351840 | ||
| APLAM, LLC | California | 95-4565731 | ||
| 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 | 86-0596757 | ||
| 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. – Dietz-Crane | Delaware | 75-2926868 | ||
| D.R. Horton, Inc. – Greensboro | Delaware | 75-2599897 | ||
| D.R. Horton, Inc. – Jacksonville | Delaware | 75-2460269 | ||
| 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. – Torrey | Delaware | 75-2689997 | ||
| D.R. Horton-Schuler Homes, LLC | Delaware | 02-0548194 | ||
| 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 | ||
| D.R. Horton – Emerald, Ltd. | Texas | 75-2926873 | ||
| D.R. Horton –Texas, Ltd. | Texas | 75-2491320 | ||
| DRH Cambridge Homes, LLC | Delaware | 75-2797879 | ||
| DRH Cambridge Homes, Inc. | California | 75-2589359 | ||
| DRH Construction, Inc. | Delaware | 75-2633738 | ||
| The Club at Pradera, Inc. (formerly DRH Regrem II, Inc.) | Delaware | 75-2926869 | ||
| DRH Regrem III, Inc. | Delaware | 75-2926870 | ||
| DRH Regrem IV, Inc. | Delaware | 75-2926871 | ||
| DRH Regrem V, Inc. | Delaware | 75-2926872 | ||
| DRH Regrem VII, LP | Texas | 75-2926874 | ||
| DRH Regrem VIII, LLC | Delaware | 75-2926876 | ||
| DRH Southwest Construction, Inc. | California | 75-2589289 | ||
| DRH Title Company of Colorado, Inc. | Colorado | 75-2695520 | ||
| DRH Tucson Construction, Inc. | Delaware | 75-2709796 | ||
| DRHI, Inc. | Delaware | 75-2433464 | ||
| HPH Homebuilders 2000 L.P. | California | 68-0368156 | ||
| KDB Homes, Inc. | Delaware | 86-0565376 | ||
| LAMCO Housing, Inc. | California | 33-0492375 | ||
| Meadows I, Ltd. | Delaware | 75-2436082 | ||
| Meadows II, Ltd. | Delaware | 51-0342206 | ||
| Meadows VIII, Ltd. | Delaware | 75-2824511 | ||
| Meadows IX, Inc. | New Jersey | 75-2684821 | ||
| Meadows X, Inc. | New Jersey | 75-2684823 |
| Melody Homes | Delaware | 88-0309544 | ||
| Melmort Co. | Colorado | 84-1261600 | ||
| Porter GP LLC | Delaware | 95-4691314 | ||
| Schuler Homes of Arizona LLC | Delaware | 99-0350555 | ||
| Schuler Homes of California, Inc. | California | 99-0328127 | ||
| Schuler Homes of Oregon, Inc. | Oregon | 99-0330791 | ||
| Schuler Homes of Washington, Inc. | Washington | 99-0329483 | ||
| Schuler Mortgage, Inc. | Delaware | 99-0349664 | ||
| Schuler Realty Hawaii, Inc. | Hawaii | 99-0290556 | ||
| SGS Communities at Grande Quay, LLC | New Jersey | 22-3481784 | ||
| SHA Construction LLC | Delaware | 86-1002579 | ||
| SHLR of California, Inc. | California | 99-0350554 | ||
| SHLR of Colorado, Inc. | Colorado | 99-0336801 | ||
| SHLR of Nevada, Inc. | Nevada | 99-0343628 | ||
| SHLR of Utah, Inc. | Utah | 99-0336937 | ||
| SHLR of Washington, Inc. | Washington | 99-0334375 | ||
| SRHI LLC | Delaware | 99-0343629 | ||
| SSHI LLC | Delaware | 91-1842222 | ||
| Vertical Construction Corporation | Delaware | 22-3216488 | ||
| Western Pacific Funding, Inc. | California | 68-0346564 | ||
| Western Pacific Housing Co. | California | 33-0634552 | ||
| Western Pacific Housing Management, Inc. | California | 95-4692688 | ||
| Western Pacific Housing, Inc. | Delaware | 95-4887164 | ||
| Western Pacific Housing – Antigua, LLC | Delaware | 95-4750872 | ||
| Western Pacific Housing – Aviara, L.P. | California | 95-4550008 | ||
| Western Pacific Housing – Boardwalk, LLC | Delaware | 95-4871227 | ||
| Western Pacific Housing – Broadway, LLC | Delaware | 95-4850687 | ||
| Western Pacific Housing – Canyon Park, LLC | Delaware | 95-4716219 | ||
| Western Pacific Housing – Carmel, LLC | Delaware | 95-4717091 | ||
| Western Pacific Housing – Carrillo, LLC | Delaware | 95-4815705 | ||
| Western Pacific Housing – Communications Hill, LLC | Delaware | 95-4637162 | ||
| Western Pacific Housing – Copper Canyon, LLC | Delaware | 95-4817406 | ||
| Western Pacific Housing – Creekside, LLC | Delaware | 95-4769848 | ||
| Western Pacific Housing – Culver City, L.P | California | 95-4539563 | ||
| Western Pacific Housing – Del Valle, LLC | Delaware | 95-4887242 | ||
| Western Pacific Housing – Lomas Verdes, LLC | Delaware | 95-4783214 | ||
| Western Pacific Housing – Lost Hills Park, LLC | Delaware | 95-4652041 | ||
| Western Pacific Housing – McGonigle Canyon, LLC | Delaware | 95-4735759 | ||
| Western Pacific Housing – Mountaingate, L.P. | California | 95-4539564 | ||
| Western Pacific Housing – Norco Estates, LLC | Delaware | 95-4686652 | ||
| Western Pacific Housing – Oso, L.P. | California | 95-4496774 | ||
| Western Pacific Housing – Pacific Park II, LLC | Delaware | 95-4636584 | ||
| Western Pacific Housing – Park Avenue East, LLC | Delaware | 52-2350169 | ||
| Western Pacific Housing – Park Avenue West, LLC | Delaware | 95-4888647 | ||
| Western Pacific Housing – Playa Vista, LLC | Delaware | 95-4879655 | ||
| Western Pacific Housing – Poinsettia, L.P. | California | 95-4619838 | ||
| Western Pacific Housing – River Ridge, LLC | Delaware | 95-4870837 | ||
| Western Pacific Housing – Robinhood Ridge, LLC | Delaware | 95-4838666 | ||
| Western Pacific Housing – Santa Fe, LLC | Delaware | 95-4741001 | ||
| Western Pacific Housing – Scripps II, LLC | Delaware | 95-4688133 | ||
| Western Pacific Housing – Scripps, L.P. | California | 95-4608187 | ||
| Western Pacific Housing – Seacove, L.P. | California | 95-4473471 | ||
| Western Pacific Housing – Studio 528, LLC | Delaware | 95-4877069 | ||
| Western Pacific Housing – Terra Bay Duets, LLC | Delaware | 95-4878114 | ||
| Western Pacific Housing – Torrance, LLC | Delaware | 95-4879653 | ||
| Western Pacific Housing – Torrey Commercial, LLC | Delaware | 95-4769208 | ||
| Western Pacific Housing – Torrey Meadows, LLC | Delaware | 95-4878113 | ||
| Western Pacific Housing – Torrey Multi-Family, LLC | Delaware | 95-4781243 |
| Western Pacific Housing – Torrey Village Center, LLC | Delaware | 95-4837541 | ||
| Western Pacific Housing – Vineyard Terrace, LLC | Delaware | 95-4761820 | ||
| Western Pacific Housing – Windemere, LLC | Delaware | 95-4879656 | ||
| Western Pacific Housing – Windflower, L.P. | California | 95-4504317 | ||
| WPH-Camino Ruiz, LLC | Delaware | 95-4802985 | ||
| WPH-HPH, LLC | Delaware | 95-4691311 |
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 Amendment No. 1 to Form S-3 Registration Statement (Registration No. 333-84088) filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2002, and the section captioned “Description of Notes” in the Registrant’s Prospectus Supplement dated November 22, 2002 filed pursuant to Rule 424(b) and incorporated by reference therein, is incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. | Description | |
| 1 | Indenture, dated as of September 11, 2000, among 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, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.75% 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 | Second Supplemental Indenture, dated as of March 12, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.375% Senior Subordinated Notes due 2011 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 March 8, 2001. | |
| 4 | Third Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001. | |
| 5 | Fourth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.14 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. |
| 6 | Indenture, dated as of June 9, 1997, among D.R. Horton, Inc., 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. | |
| 7 | First Supplemental Indenture, dated as of June 1, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 8 3/8% Senior Notes due 2009, is incorporated herein 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. | |
| 8 | Second Supplemental Indenture, dated as of September 30, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein 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. | |
| 9 | Third Supplemental Indenture, dated as of April 17, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from 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. | |
| 10 | Fourth Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 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. | |
| 11 | Fifth Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., 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. | |
| 12 | Sixth Supplemental Indenture, dated as of February 4, 1999, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 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. | |
| 13 | Seventh Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., 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. | |
| 14 | Eighth Supplemental Indenture, dated as of March 21, 2000, among D.R. Horton, Inc., 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 Current Report on Form 8-K, filed with the Commission on March 17, 2000. | |
| 15 | Ninth Supplemental Indenture, dated as of March 31, 2000, among D.R. Horton, Inc., 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. |
| 16 | Tenth Supplemental Indenture, dated as of June 5, 2000, among D.R. Horton, Inc., 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 Current Report on Form 8-K, filed with the Commission on June 6, 2000. | |
| 17 | Eleventh Supplemental Indenture, dated as of May 11, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the Zero Coupon Convertible Senior Notes Due 2021 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 May 10, 2001. | |
| 18 | Twelfth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference herein from Exhibit 4.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001. | |
| 19 | Thirteenth Supplemental Indenture, dated as of August 15, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 7-7/8% Senior Notes due 2011, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 13, 2001. | |
| 20 | Fourteenth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.13 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 21 | Fifteenth Supplemental Indenture, to be dated as of December 3, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 7.5% Senior Notes due 2007, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 2, 2001. | |
| 22 | 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, 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. | |
| 23 | First Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, 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, 1998, filed with the Commission on May 14, 1998. | |
| 24 | Second Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated 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. | |
| 25 | Third Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein 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. | |
| 26 | Fourth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference herein from Exhibit 4.7 to the Registrant’s Form 10-Q for the quarter ended June 30, |
| 2001, filed with the Commission on August 13, 2001. | ||
| 27 | Fifth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as trustee, is incorporated herein by reference from Exhibit 4.15 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 28 | Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to senior debt securities of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.16 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 29 | First Supplemental Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 8.5% Senior Notes due 2012, is incorporated herein by reference from Exhibit 4.17 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 30 | Revolving Credit Agreement, dated as of January 31, 2002, among D.R. Horton, Inc., the lenders named therein, and Bank of America, N.A., a national banking association, as Administrative Agent and Letter of Credit Issuer, is incorporated herein by reference from Exhibit 10.1 to D.R. Horton’s Current Report on Form 8-K, dated January 31, 2002, filed with the Commission on February 1, 2002. |
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: December 2, 2002 | By: | /s/ Samuel R. Fuller | ||
Samuel R. Fuller Executive Vice President, Treasurer, and Chief Financial Officer | ||||
CO-REGISTRANTS: C. RICHARD DOBSON BUILDERS, INC. CHI CONSTRUCTION COMPANY CHTEX OF TEXAS, INC. THE CLUB AT PRADERA, INC. (formerly DRH REGREM II, 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. - DIETZ-CRANE D.R. HORTON, INC. - GREENSBORO D.R. HORTON, INC. - JACKSONVILLE 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. - 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 REGREM III, INC. DRH REGREM IV, INC. DRH REGREM V, INC. DRH SOUTHWEST CONSTRUCTION, INC. DRH TITLE COMPANY OF COLORADO, INC. DRH TUCSON CONSTRUCTION, INC. DRHI, INC. KDB HOMES, INC. MEADOWS I, LTD. MEADOWS VIII, LTD. MEADOWS IX, INC. MEADOWS X, INC. | ||
| By: | /s/ Samuel R. Fuller | |
Samuel R. Fuller Treasurer | ||
CH INVESTMENTS OF TEXAS, INC. MEADOWS II, LTD. | ||
| By: | /s/ William Peck | |
William Peck President | ||
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 - EMERALD, LTD D.R. HORTON - TEXAS, LTD. DRH REGREM VII, LP | ||||
| By: | Meadows I, Ltd., its general partner | |||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
SGS COMMUNITIES AT GRANDE QUAY, LLC | ||||
| By: | Meadows IX, Inc., its general partner | |||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
| and | ||||
| By: | Meadows X, Inc., a member | |||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
DRH CAMBRIDGE HOMES, LLC DRH REGREM VIII, LLC | ||||
| By: | D.R. Horton, Inc. - Chicago, a member | |||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
ALLEGRA, LLC APLAM, LLC WESTERN PACIFIC HOUSING CO. WESTERN PACIFIC HOUSING-ANTIGUA, LLC WESTERN PACIFIC HOUSING-AVIARA, L.P. WESTERN PACIFIC HOUSING-BOARDWALK, LLC WESTERN PACIFIC HOUSING-BROADWAY, LLC WESTERN PACIFIC HOUSING-CANYON PARK, LLC WESTERN PACIFIC HOUSING-CARMEL, LLC WESTERN PACIFIC HOUSING-CARRILLO, LLC WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC WESTERN PACIFIC HOUSING-CREEKSIDE, LLC WESTERN PACIFIC HOUSING-CULVER CITY, L.P. WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P. WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC WESTERN PACIFIC HOUSING-OSO, L.P. WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC WESTERN PACIFIC HOUSING-SANTA FE, LLC WESTERN PACIFIC HOUSING-SCRIPPS II, LLC WESTERN PACIFIC HOUSING-SCRIPPS, L.P WESTERN PACIFIC HOUSING-SEACOVE, L.P. WESTERN PACIFIC HOUSING-STUDIO 528, LLC WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC WESTERN PACIFIC HOUSING-TORRANCE, LLC WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC WESTERN PACIFIC HOUSING-TORREY MULTI-FAMILY, LLC WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC WESTERN PACIFIC HOUSING-VINEYARD TERRACE, LLC WESTERN PACIFIC HOUSING-WINDEMERE, LLC WESTERN PACIFIC HOUSING-WINDFLOWER, L.P. WPH-CAMINO RUIZ, LLC WPH-HPH, LLC |
| By: | LAMCO Housing, Inc its member or general partner | |||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
SCHULER HOMES OF ARIZONA LLC | ||||
SHA CONSTRUCTION LLC | ||||
| By: | SRHI LLC, | |||
| its member | ||||
| By: | SHLR of Nevada, Inc., | |||
| its member | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
HPH HOMEBUILDERS 2000 L.P. | ||||
PORTER GP LLC | ||||
| By: | WPH-HPH, LLC, | |||
| its general partner or member | ||||
| By: | LAMCO Housing, Inc., | |||
| its member | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
AP LHI, INC. | ||||
AP WESTERN GP CORPORATION | ||||
AP WP OPERATING CORPORATION | ||||
LAMCO HOUSING, INC. | ||||
MELODY HOMES, INC. | ||||
MELMORT CO. | ||||
SCHULER HOMES OF CALIFORNIA, INC. | ||||
SCHULER HOMES OF OREGON, INC. | ||||
SCHULER HOMES OF WASHINGTON, INC. | ||||
SCHULER MORTGAGE, INC. | ||||
SCHULER REALTY HAWAII, INC. | ||||
SHLR OF CALIFORNIA, INC. | ||||
SHLR OF COLORADO, INC. | ||||
SHLR OF NEVADA, INC. | ||||
SHLR OF UTAH, INC. | ||||
SHLR OF WASHINGTON, INC. | ||||
VERTICAL CONSTRUCTION CORPORATION | ||||
WESTERN PACIFIC FUNDING, INC. | ||||
WESTERN PACIFIC HOUSING MANAGEMENT, INC. | ||||
WESTERN PACIFIC HOUSING, INC. | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
D.R. HORTON-SCHULER HOMES, LLC | ||||
| By: | Vertical Construction Corporation, | |||
| its manager | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
SRHI LLC | ||||
| By: | SHLR of Nevada, Inc., | |||
| its member | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
SSHI LLC | ||||
| By: | SHLR of Washington, Inc., | |||
| its member | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
WESTERN PACIFIC HOUSING-COPPER CANYON, LLC | ||||
WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC | ||||
WESTERN PACIFIC HOUSING-POINSETTIA, L.P. | ||||
WESTERN PACIFIC HOUSING-DEL VALLE, LLC | ||||
| By: | AP Western GP Corporation, | |||
| its member or general partner | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC | ||||
| By: | AP LHI, Inc., | |||
| its member | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
AP WP PARTNERS, L.P. | ||||
| By: | AP WP Operating Corporation, | |||
| its general partner | ||||
| By: | /s/ Samuel R. Fuller | |||
| Samuel R. Fuller | ||||
| Treasurer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 1 | Indenture, dated as of September 11, 2000, among 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, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.75% 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 | Second Supplemental Indenture, dated as of March 12, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.375% Senior Subordinated Notes due 2011 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 March 8, 2001. | |
| 4 | Third Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001. | |
| 5 | Fourth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.14 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 6 | Indenture, dated as of June 9, 1997, among D.R. Horton, Inc., 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. | |
| 7 | First Supplemental Indenture, dated as of June 1, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 8 3/8% Senior Notes due 2009, is incorporated herein 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. | |
| 8 | Second Supplemental Indenture, dated as of September 30, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein 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. | |
| 9 | Third Supplemental Indenture, dated as of April 17, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from 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. |
| 10 | Fourth Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 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. | |
| 11 | Fifth Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., 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. | |
| 12 | Sixth Supplemental Indenture, dated as of February 4, 1999, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 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. | |
| 13 | Seventh Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., 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. | |
| 14 | Eighth Supplemental Indenture, dated as of March 21, 2000, among D.R. Horton, Inc., 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 Current Report on Form 8-K, filed with the Commission on March 17, 2000. | |
| 15 | Ninth Supplemental Indenture, dated as of March 31, 2000, among D.R. Horton, Inc., 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. | |
| 16 | Tenth Supplemental Indenture, dated as of June 5, 2000, among D.R. Horton, Inc., 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 Current Report on Form 8-K, filed with the Commission on June 6, 2000. | |
| 17 | Eleventh Supplemental Indenture, dated as of May 11, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the Zero Coupon Convertible Senior Notes Due 2021 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 May 10, 2001. | |
| 18 | Twelfth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference herein from Exhibit 4.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001. | |
| 19 | Thirteenth Supplemental Indenture, dated as of August 15, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 7-7/8% Senior Notes due 2011, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 13, 2001. | |
| 20 | Fourteenth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.13 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. |
| 21 | Fifteenth Supplemental Indenture, to be dated as of December 3, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 7.5% Senior Notes due 2007, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 2, 2001. | |
| 22 | 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, 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. | |
| 23 | First Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, 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, 1998, filed with the Commission on May 14, 1998. | |
| 24 | Second Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated 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. | |
| 25 | Third Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein 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. | |
| 26 | Fourth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference herein from Exhibit 4.7 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001. | |
| 27 | Fifth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as trustee, is incorporated herein by reference from Exhibit 4.15 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 28 | Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to senior debt securities of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.16 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 29 | First Supplemental Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 8.5% Senior Notes due 2012, is incorporated herein by reference from Exhibit 4.17 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002. | |
| 30 | Revolving Credit Agreement, dated as of January 31, 2002, among D.R. Horton, Inc., the lenders named therein, and Bank of America, N.A., a national banking association, as Administrative Agent and Letter of Credit Issuer, is incorporated herein by reference from Exhibit 10.1 to D.R. Horton’s Current Report on Form 8-K, dated January 31, 2002, filed with the Commission on February 1, 2002. |