Horton D R Inc/DE – ‘POS EX’ on 4/20/98

As of:  Monday, 4/20/98   ·   Effective:  4/20/98   ·   Accession #:  930661-98-851   ·   File #:  333-44279

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Post-Effective Amendment to Add Exhibits
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Post Effective Amendment #1 to Form S-4                7     39K 
 2: EX-8.1      Tax Opinion of Gibson, Dunn & Crutcher LLP             3     11K 
 3: EX-8.2      Tax Opinion of Cahill Gordon & Reindel                 2      9K 

POS EX   —   Post Effective Amendment #1 to Form S-4
Document Table of Contents

POS EX
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998  
                                          Registration Statement No. 333-44279
=============================================================================== 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
----------------  
POST-EFFECTIVE  
AMENDMENT NO. 1 
TO  
FORM S-4  
REGISTRATION STATEMENT  
UNDER THE SECURITIES ACT OF 1933  
----------------  
D.R. HORTON, INC. 
(Exact Name of Registrant as Specified in Its Charter)  

                                                        [Enlarge/Download Table]
                                                                                          
            DELAWARE                           1531                      75-2386963       
  (STATE OR OTHER JURISDICTION      (PRIMARY STANDARD INDUSTRIAL      (I.R.S. EMPLOYER    
OF INCORPORATION OR ORGANIZATION)    CLASSIFICATION CODE NUMBER)    IDENTIFICATION NUMBER)
                                   1901 ASCENSION BLVD., SUITE 100                        
                                       ARLINGTON, TEXAS 76006                             
                                           (817) 856-8200                                 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of 
Registrant's Principal Executive Offices) 
CHARLES N. WARREN, ESQ. 
SENIOR VICE PRESIDENT 
AND GENERAL COUNSEL 
D.R. HORTON, INC. 
1901 ASCENSION BLVD., SUITE 100 
ARLINGTON, TEXAS 76006  
(817) 856-8200  
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,  
of Agent For Service) 
COPIES OF COMMUNICATION TO: 

IRWIN F. SENTILLES, III, ESQ. 
GIBSON, DUNN & CRUTCHER LLP 
1717 MAIN STREET, SUITE 5400  
DALLAS, TEXAS 75201 
(214) 698-3100  

----------------  
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as 
practicable after the effective date of this Registration Statement and the     
effective time of the merger (the "Merger") of Continental Homes Holding Corp., 
a Delaware corporation ("Continental"), with and into D.R. Horton, Inc., a      
Delaware corporation ("Horton"), as described in the Agreement and Plan of      
Merger, dated as of December 18, 1997 (the "Merger Agreement"), between Horton  
and Continental attached as Appendix A to the Proxy Statement/Prospectus forming
part of this Registration Statement.                                            

If the securities being registered on this Form are to be offered in        
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box.                                 

If this Form is filed to register additional securities for an offering     
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering.                                   
----------------  

  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering.                                                          

THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(C) OF THE SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION,   
ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.                            

================================================================================

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This Post-Effective Amendment No. 1 to Form S-4 Registration Statement      
(Registration No. 333-44279) of D.R. Horton, Inc. is being filed pursuant to    
Rule 462(d) solely to add exhibits to Amendment No. 3 to Form S-4 Registration  
Statement that became effective on March 16, 1998.                              

PART II 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            
(a) EXHIBITS:                                                               

EXHIBIT                                                                     
NUMBER                                EXHIBITS                              
-------                               --------                              
  2.1      Agreement and Plan of Merger, dated as of December 18, 1997, by and
     between D.R. Horton, Inc. and Continental Homes Holding Corp.
         (included in Joint Proxy Statement/Prospectus as Appendix A). The
     Registrant agrees to furnish supplementally a copy of omitted
schedules to the Commission upon request.               
3.1      Amended and Restated Certificate of Incorporation, as amended(1) 
3.2      Amended and Restated Bylaws(2)                                   
4.1      See Exhibits 3.1 and 3.2                                         
 4.2      Indenture, dated as of June 9, 1997, among Horton., the Guarantors
         named therein and American Stock Transfer & Trust Company, as
Trustee(3)                                          
4.3      First Supplemental Indenture, dated as of June 9, 1997, among    
              Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(4)                        
   4.4      Second Supplemental Indenture, dated as of September 30, 1997, among
              Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(7)                        
5.1      Opinion of Gibson, Dunn & Crutcher LLP                           
*8.1      Tax Opinion of Gibson, Dunn & Crutcher LLP                        
*8.2      Tax Opinion of Cahill Gordon & Reindel                            
10.1      Master Loan and Inter-Creditor Agreement, dated as of December 19,
          1997, among D.R. Horton, Inc., as Borrower, NationsBank, N.A.,
         Bank of America National Trust and Savings Association, Fleet
              National Bank, Bank United, Comerica Bank, The First National Bank
           of Chicago, Credit Lyonnais New York Branch, PNC Bank, National
        Association, Amsouth Bank of Alabama, Bank One, Arizona, NA,
          Societe Generale, Southwest Agency, First American Bank Texas,
            SSB, Harris Trust and Savings Bank, and Sanwa Bank California as
     Banks; and NationsBank, N.A., as Administrative Agent(6).
10.2      Restated Working Capital Line of Credit Agreement dated as of July
        15, 1997, by and between D.R. Horton, Inc., as Borrower, and
Barnett Bank, N.A., as Lender(5)                    
 10.3      Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
           dated as of December 18, 1997, by and between W. Thomas Hickcox
and Continental Homes Holding Corp.                 
 10.4      Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
              dated as of December 18, 1997, by and between Bruce F. Dickson and
Continental Homes Holding Corp.                     
11.1      Statement re computation of per share earnings.                   
 12.1      Computations of ratio of earnings to fixed charges for D.R. Horton,
           Inc., Continental Homes Holding Corp. and the combined company.
23.1      Consent of Ernst & Young LLP                                      
23.2      Consent of Arthur Andersen LLP                                    
23.3      Consent of Whittington, McLemore, Land, Davis & White             
23.4      Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1  
and 8.1)                                            
23.5      Consent of Cahill Gordon & Reindel (included in Exhibit 8.2)      
24.1      Powers of Attorney (included in Part II of the Registration       
Statement).                                         

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EXHIBIT                                                                       
NUMBER                                EXHIBITS                                
-------                               --------                                
99.1      Consent of Donaldson, Lufkin & Jenrette Securities Corporation    
99.2      Consent of Salomon Smith Barney                                   
99.3      Consent of Morgan Stanley & Co. Incorporated                      

------------                                                                    
* Filed herewith                                                            

(1) Incorporated by reference from Exhibit 3.1 to the Registrant's Annual Report
 on Form 10-K for the fiscal year ended September 30, 1995, filed with the
Commission on November 22, 1995.                                        
(2) Incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly    
Report on Form 10-Q for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997.                                             
(3) Incorporated by reference from Exhibit 4.1(a) to the Registrant's           
Registration Statement on Form S-3 (No. 333-27521), filed with the      
Commission on May 21, 1997.                                             
(4) Incorporated by reference from Exhibit 4.1 to the Registrant's Form         
8-K/dated April 1, 1997, filed with the Commission on June 9, 1997.     
(5) Incorporated by reference to Exhibit 10.18 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) Incorporated herein by reference from Exhibit 10.1 to the Registrant's      
    Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, filed
with the Commission on January 27, 1998.                                
(7) Incorporated by reference to 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.                                         

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SIGNATURES AND POWERS OF ATTORNEY 

  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO ITS REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE   
CITY OF ARLINGTON, STATE OF TEXAS, ON APRIL 20, 1998.                           

              D.R. Horton, Inc

                      By: /s/ DONALD R. HORTON
                                         -------------------------------------
                                          DONALD R. HORTON
                                         CHAIRMAN OF THE BOARD AND PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-      
EFFECTIVE AMENDMENT NO. 1 TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE 
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.                 

                                                                [Download Table]

          Signature                    Title                    Date      
          ---------                    -----                    ----      
                                                                          
  /s/ DONALD R. HORTON          Chairman of the Board and   April 20, 1998
------------------------------  President (Principal                      
     DONALD R. HORTON           Executive Officer)                        

  /s/ RICHARD BECKWITT          Director                    April 20, 1998
------------------------------                                            
      RICHARD BECKWITT                                                    

  /s/ RICHARD I. GALLAND        Director                    April 20, 1998
------------------------------                                            
     RICHARD I. GALLAND                                                   

  /s/ RICHARD L. HORTON         Director                    April 20, 1998
------------------------------                                            
      RICHARD L. HORTON                                                   

  /s/ TERRILL J. HORTON         Director                    April 20, 1998
------------------------------                                            
      TERRILL J. HORTON                                                   

  /s/ DAVID J. KELLER           Treasurer, Chief Financial  April 20, 1998
------------------------------  Officer and Director                      
      DAVID J. KELLER           (Principal Accounting and                 
                                Financial Officer)                        

  /s/ FRANCINE I. NEFF          Director                    April 20, 1998
------------------------------                                            
      FRANCINE I. NEFF                                                    

  /s/ SCOTT J. STONE            Director                    April 20, 1998
------------------------------                                            
       SCOTT J. STONE                                                     

  /s/ DONALD J. TOMNITZ         Director                    April 20, 1998
------------------------------                                            
     DONALD J. TOMNITZ                                                    

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                                                                [Download Table]
                                                               
                                                       Director
------------------------------                                 
      W. THOMAS HICKCOX                                        

                                                       Director
------------------------------                                 
     BRADLEY S. ANDERSON                                       

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EXHIBIT INDEX 

EXHIBIT                                                                     
NUMBER                                EXHIBITS                              
-------                               --------                              
  2.1      Agreement and Plan of Merger, dated as of December 18, 1997, by and
     between D.R. Horton, Inc. and Continental Homes Holding Corp.
         (included in Joint Proxy Statement/Prospectus as Appendix A). The
     Registrant agrees to furnish supplementally a copy of omitted
schedules to the Commission upon request.               
3.1      Amended and Restated Certificate of Incorporation, as amended(1) 
3.2      Amended and Restated Bylaws(2)                                   
4.1      See Exhibits 3.1 and 3.2                                         
 4.2      Indenture, dated as of June 9, 1997, among Horton., the Guarantors
         named therein and American Stock Transfer & Trust Company, as
Trustee(3)                                          
4.3      First Supplemental Indenture, dated as of June 9, 1997, among    
              Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(4)                        
   4.4      Second Supplemental Indenture, dated as of September 30, 1997, among
              Horton, the Guarantors named therein and American Stock Transfer &
Trust Company, as Trustee(7)                        
5.1      Opinion of Gibson, Dunn & Crutcher LLP                           
*8.1      Tax Opinion of Gibson, Dunn & Crutcher LLP                        
*8.2      Tax Opinion of Cahill Gordon & Reindel                            
10.1      Master Loan and Inter-Creditor Agreement, dated as of December 19,
          1997, among D.R. Horton, Inc., as Borrower, NationsBank, N.A.,
         Bank of America National Trust and Savings Association, Fleet
              National Bank, Bank United, Comerica Bank, The First National Bank
           of Chicago, Credit Lyonnais New York Branch, PNC Bank, National
        Association, Amsouth Bank of Alabama, Bank One, Arizona, NA,
          Societe Generale, Southwest Agency, First American Bank Texas,
            SSB, Harris Trust and Savings Bank, and Sanwa Bank California as
     Banks; and NationsBank, N.A., as Administrative Agent(6).
10.2      Restated Working Capital Line of Credit Agreement dated as of July
        15, 1997, by and between D.R. Horton, Inc., as Borrower, and
Barnett Bank, N.A., as Lender(5)                    
 10.3      Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
           dated as of December 18, 1997, by and between W. Thomas Hickcox
and Continental Homes Holding Corp.                 
 10.4      Noncompetition Agreement (Amendment No. 1 to Employment Agreement),
              dated as of December 18, 1997, by and between Bruce F. Dickson and
Continental Homes Holding Corp.                     
11.1      Statement re computation of per share earnings.                   
 12.1      Computations of ratio of earnings to fixed charges for D.R. Horton,
           Inc., Continental Homes Holding Corp. and the combined company.
23.1      Consent of Ernst & Young LLP                                      
23.2      Consent of Arthur Andersen LLP                                    
23.3      Consent of Whittington, McLemore, Land, Davis & White             
23.4      Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1  
and 8.1)                                            
23.5      Consent of Cahill Gordon & Reindel (included in Exhibit 8.2)      
24.1      Powers of Attorney (included in Part II of the Registration       
Statement).                                         
99.1      Consent of Donaldson, Lufkin & Jenrette Securities Corporation    
99.2      Consent of Salomon Smith Barney                                   
99.3      Consent of Morgan Stanley & Co. Incorporated                      

------------                                                                    
* Filed herewith                                                            
(1) Incorporated by reference from Exhibit 3.1 to the Registrant's Annual Report
 on Form 10-K for the fiscal year ended September 30, 1995, filed with the
Commission on November 22, 1995.                                        
(2) Incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly    
Report on Form 10-Q for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997.                                             
(3) Incorporated by reference from Exhibit 4.1(a) to the Registrant's           
Registration Statement on Form S-3 (No. 333-27521), filed with the      
Commission on May 21, 1997.                                             

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(4) Incorporated by reference from Exhibit 4.1 to the Registrant's Form         
8-K/dated April 1, 1997, filed with the Commission on June 9, 1997.     
(5) Incorporated by reference to Exhibit 10.18 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) Incorporated herein by reference from Exhibit 10.1 to the Registrant's      
    Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, filed
with the Commission on January 27, 1998.                                
(7) Incorporated by reference to 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.                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS EX’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/20/98		1		4
		3/16/98		2
		1/27/98		3		7			10-Q
		12/31/97		3		7			10-Q
		12/19/97		2		6
		12/18/97		1		6
		12/8/97		3		7			10-K
		9/30/97		2		7			10-K,  DEF 14A
		7/15/97		2		6
		6/9/97		2		7			8-K/A
		5/21/97		3		6			S-3
		5/14/97		3		6			10-Q
		4/1/97		3		7			8-K,  8-K/A
		3/31/97		3		6			10-Q
		11/22/95		3		6
		9/30/95		3		6
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