8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2010

D.R. HORTON, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-14122	75-2386963
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 Commerce Street Suite 500, Fort Worth, Texas	76102
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 390-8200

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

The description set out under “Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the expiration of the Section 382 Rights Agreement, dated as of August 19, 2009, between D.R. Horton, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Section 382 Rights Agreement”), the Company filed a Certificate of Elimination of Series A Junior Participating Preferred Stock of the Company (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on August 20, 2010. The filing of the Certificate of Elimination has the effect of eliminating from the Company’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock of the Company governing the Series A Junior Participating Preferred Stock of the Company, which was filed with the Delaware Secretary of State on August 19, 2009. The Section 382 Rights Agreement, which was submitted to a vote of the Company’s stockholders at the Company’s 2010 Annual Meeting of Stockholders, expired in accordance with its terms on August 19, 2010 because stockholder approval was not obtained.

The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, which was filed with the Secretary of State of the State of Delaware on August 20, 2010, and is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of D.R. Horton, Inc., filed with the Secretary of State of the State of Delaware on August 20, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

D.R. HORTON, INC.
 

/s/ Bill W. Wheat  

Bill W. Wheat 

Executive Vice President and
Chief Financial Officer 

Date: August 20, 2010

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of D.R. Horton, Inc., filed with the Secretary of State of the State of Delaware on August 20, 2010.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

D.R. HORTON, INC.

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”):

D.R. Horton, Inc., a corporation organized and existing under the DGCL (the “Company”), DOES HEREBY CERTIFY:

1. That pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board of Directors”) by the provisions of the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Charter”), and pursuant to the provisions of Section 151 of the DGCL, the Board of Directors created and authorized the issuance of a series of 50,000 shares of preferred stock, designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) in accordance with the provisions of the Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock (the “Series A Certificate of Designation”), as filed with the Delaware Secretary of State on August 19, 2009.

2. That none of the designated shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation.

3. That the Board of Directors has duly adopted the following resolutions approving the elimination of the Series A Preferred Stock as follows:

NOW, THEREFORE, BE IT, RESOLVED, that none of the designated shares of the Series A Preferred Stock are outstanding and that none shall be issued pursuant to the Series A Certificate of Designation;

RESOLVED FURTHER, that, upon the expiration of the Section 382 Rights Agreement in accordance with its terms on August 19, 2010, the officers of the Company be, and each of them hereby is, authorized, empowered, and directed in the name and on behalf of the Company to (i) prepare, execute personally or by attorney-in fact, deliver to and file with to the Secretary of State of the State of Delaware, a Certificate of Elimination of the Series A Preferred Stock in order to effect the elimination of the Series A Preferred Stock from the Charter, (ii) take all action and file all such documents as determined by any such officers to be necessary or advisable in order to accomplish the delisting of the Rights from The New York Stock Exchange, Inc. and (iii) take all action and file all such documents as determined by any such officers to be necessary or advisable in order to accomplish the deregistration of the Rights under the Securities Act of 1934, as amended;

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed in the name and on behalf of the Company to take all such other actions and execute, acknowledge, and deliver all such other documents or agreements as the officer or officers taking such actions or executing such documents or agreements deem necessary or desirable in connection with the expiration of the Rights Agreement and the Rights or in order to carry out and perform the elimination of the Series A Preferred Stock, the delisting and deregistration of the Rights and any other purposes and intent of the foregoing resolutions, with the taking of such actions or execution of such documents to be conclusive evidence of the necessity or desirability thereof;

RESOLVED FURTHER, that any and all actions taken by any officer of the Company prior to the date hereof in furtherance of the purposes or intent of the foregoing resolutions be, and they hereby are, ratified and adopted as the acts and deeds of the Company; and

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the Company may certify as having been adopted by this action of the Board of Directors such form of resolutions not inconsistent with the foregoing as may be necessary or desirable to carry out the purpose and intent of the foregoing resolutions, a copy of which shall be filed in the minute book of this Board of Directors.

4. The “Section 382 Rights Agreement” is defined herein as the Section 382 Rights Agreement, dated as of August 19, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent.

5. The “Rights” are defined herein as the preferred stock purchase rights issued in connection with the adoption of the Section 382 Rights Agreement.

6. In accordance with Section 151(g) of the DGCL, the Charter is hereby amended to eliminate all references to the Series A Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Company, without designation as to series.

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2

IN WITNESS WHEREOF, D.R. Horton, Inc. has caused this Certificate to be signed by the undersigned this 20^th day of August, 2010.

D.R. HORTON, INC.
By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and Chief Financial Officer