EXHIBIT 99.1
PRESS RELEASE
FOR MORE INFORMATION CONTACT: Sam Fuller, CFO, or Stacey H. Dwyer, EVP
ADDRESS: 1901 Ascension Boulevard, Suite 100, Arlington, Texas 76006
PHONE: 817-856-8200
DATE: February 21, 2002 FOR IMMEDIATE RELEASE
D.R. HORTON/SCHULER HOMES MERGER COMPLETED
ARLINGTON, TEXAS -- D.R. Horton, Inc. (NYSE: DHI) and Schuler Homes,
Inc. (NASDAQ: SHLR) Thursday, February 21, 2002 announced that the stockholders
of D.R. Horton and Schuler approved the merger of Schuler into D.R. Horton and
the merger became effective. Under the terms of the merger agreement, based on
the average closing price of D.R. Horton common stock of $36.766 for the 15
consecutive trading days ended, and including, February 15, 2002, Schuler
stockholders who did not elect to receive the merger consideration in all cash
or all stock will receive the base merger consideration consisting of a
combination of $4.09 in cash and 0.487 shares of D.R. Horton common stock for
each share of Schuler common stock. Schuler stockholders who elected to receive
the merger consideration in all stock will receive 0.598 shares of D.R. Horton
common stock in exchange for each share of Schuler common stock. Since both the
total amount of cash and the total number of shares of D.R. Horton common stock
were fixed, the merger consideration payable to Schuler stockholders who elected
to receive all cash was prorated. As a result of proration, such Schuler
stockholders who elected to receive the merger consideration in all cash will
receive $10.523 in cash and 0.312 shares of D.R. Horton common stock for each
share of Schuler common stock. The aggregate merger consideration paid by D.R.
Horton consisted of approximately 20,083,000 shares of D.R. Horton common stock
and $168,668,000 in cash. In addition, D.R. Horton assumed approximately
$731,000,000 in Schuler debt in the merger. The cash portion of the merger
consideration was funded through existing cash and borrowing under D.R. Horton's
revolving credit facility.
As a result of the merger, former Schuler employees will receive
options to purchase approximately 533,000 shares of D.R. Horton common stock to
replace their Schuler stock options. The terms of the replacement options will
be substantially comparable to the replaced Schuler options.
Exchange instructions and letters of transmittal will be mailed shortly
to all Schuler stockholders who did not make an election to receive all D.R.
Horton common stock or all cash.
Donald R. Horton, Chairman of the Board of D.R. Horton, said: "We are
proud to welcome Jim Schuler and all the members of the Schuler family of
builders to the D.R. Horton family. Since we announced the merger in October,
D.R. Horton and Schuler have been laying a foundation for the integration of the
companies. Both companies have a history of successfully integrating
acquisitions, and we expect the combination to proceed smoothly as we work
toward our goal of becoming the largest and most profitable builder in the
United States. Schuler strengthens D.R. Horton's current market position while
expanding its geographic presence and product offerings in key Western
markets. We believe the combined companies will be the "bellwether" of the
homebuilding industry.
Founded in 1978, D.R. Horton, Inc. is engaged in the construction and
sale of high quality homes designed principally for the entry-level and first
time move-up markets. D.R. Horton currently builds and sells homes under the
D.R. Horton, Arappco, Cambridge, Continental, Dietz-Crane, Dobson, Emerald,
Mareli, Milburn, Regency, SGS Communities, Torrey and Trimark names in 20 states
and 38 markets, with a geographic presence in the Midwest, Mid-Atlantic,
Southeast, Southwest and Western regions of the United States. The Company also
provides mortgage financing and title services for homebuyers through its
subsidiaries CH Mortgage, DRH Title Company, Principal Title, Travis Title
Company, Metro Title Company, Century Title Company and Custom Title Company.
Schuler designs, builds and markets single-family residences,
townhomes, and condominiums primarily to entry-level, first-time and, to a
lesser extent, second-time move-up buyers in western suburban markets. Prior to
the merger, Schuler was one of the top fifteen homebuilders in the country and
was among the top five homebuilders in California, Colorado, Hawaii, Washington
and Oregon with a growing presence in Arizona. D.R. Horton currently intends to
operate the business of Schuler as a separate region of D.R. Horton and to build
and sell homes under the Schuler Homes, Melody Homes, Western Pacific Housing
and Stafford Homes names.
Portions of this document may constitute "forward-looking statements"
as defined by the Private Securities Litigation Reform Act of 1995. Although
D.R. Horton and Schuler believe any such statements are based on reasonable
assumptions, there is no assurance that actual outcomes will not be materially
different. All forward-looking statements are based upon information available
to D.R. Horton and Schuler on the date this release was issued. Neither D.R.
Horton nor Schuler undertakes any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Factors that may cause the actual results to be materially
different from the future results expressed by the forward-looking statements
include, but are not limited to: changes in general economic, real estate and
business conditions; changes in interest rates and the availability of mortgage
financing; governmental regulations and environmental matters; the combined
companies' substantial leverage; competitive conditions within the industry; the
availability of capital and the combined companies' ability to integrate their
operations, successfully effect the cost savings, operating efficiencies and
revenue enhancements that are believed available and otherwise to successfully
effect their other growth strategies. Additional information about issues that
could lead to material changes in performance is contained in D.R. Horton's and
Schuler's annual reports on Form 10-K and most recent quarterly reports on Form
10-Q, which are filed with the SEC.