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)
<Table>
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. [ ]
Securities Act registration statement file number to which this form relates:
------------------
(If Applicable)
</Table>
Securities to be registered pursuant to Section 12(b) of the Act:
<Table>
<Caption>
Name of Each Exchange on Which
Title of Each Class Each Class is to be
to be so Registered Registered
------------------- ------------------------------
8.5% Senior Exchange Notes Due 2012 of the Registrant, New York Stock Exchange
together with Guarantees of such 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)
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.
--------------------- --------------- ------------------
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
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
</Table>
<Table>
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
Schuler Realty/Maui, Inc. Hawaii 99-0290557
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
</Table>
<Table>
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
</Table>
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 the
Exchange Notes" in the Registrant's Form S-4 Registration Statement
(Registration No. 333-89348) filed with the Securities and Exchange Commission
(the "Commission") on May 30, 2002, 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, to be 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 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.
22 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.
23 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.
24 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.
25 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.
26 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.
27 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.
28 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.
29 Registration Rights Agreement, dated as of April 11, 2002,
among D.R. Horton, Inc., the guarantors named therein and
Salomon Smith Barney Inc., Banc of America Securities LLC,
Credit Lyonnais Securities (USA) Inc. and Fleet Securities,
Inc., relating to the 8.5% Senior Notes due 2012, is
incorporated herein by reference from Exhibit 4.18 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: June 6, 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.
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 II, 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., a member
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.
SCHULER REALTY/MAUI, 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
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EXHIBIT
NUMBER DESCRIPTION
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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.
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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.
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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, to be 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 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.
22 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.
23 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.
24 Third Supplemental Indenture, dated as of August 31, 1999,
among D.R.
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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.
25 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.
26 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.
27 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.
28 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.
29 Registration Rights Agreement, dated as of April 11, 2002,
among D.R. Horton, Inc., the guarantors named therein and
Salomon Smith Barney Inc., Banc of America Securities LLC,
Credit Lyonnais Securities (USA) Inc. and Fleet Securities,
Inc., relating to the 8.5% Senior Notes due 2012, is
incorporated herein by reference from Exhibit 4.18 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.
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