-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPhy5BPKTrLuKYybjGPKtAvRT+85f1mU9eIc64J4dNi1mIVwORiYAI4rm0WdkLYN Sv3bEjM5Wc6xBTPJWhjNsQ== 0000950134-01-508028.txt : 20020410 0000950134-01-508028.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950134-01-508028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011108 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC /DE/ CENTRAL INDEX KEY: 0000882184 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 752386963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122 FILM NUMBER: 1778770 BUSINESS ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: STE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 BUSINESS PHONE: 8178568200 MAIL ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: SUITE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 8-K 1 d92017e8-k.txt FORM 8-K 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 NOVEMBER 8, 2001 ---------------- (Date of Report--Date of Earliest Event Reported) D.R. HORTON, INC. ----------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-14122 75-2386963 - ---------------------------------------- -------------------------------------- -------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.) of Incorporation)
1901 ASCENSION BOULEVARD, SUITE 100, ARLINGTON, TEXAS 76006 ----------------------------------------------------------- (Address of Principal Executive Offices) (817) 856-8200 -------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On November 8, 2001, D.R. Horton, Inc. and Schuler Homes, Inc. executed an amendment to the Agreement and Plan of Merger dated as of October 22, 2001, as previously filed on Form 8-K with the Commission on October 24, 2001, pursuant to which Schuler Homes would be merged into D.R. Horton. A copy of the amendment is attached hereto as Exhibit 2.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 2.2 Amendment to Agreement and Plan of Merger, dated as of November 8, 2001, between D.R. Horton, Inc. and Schuler Homes, Inc. 2 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. Date: November 8, 2001 D. R. Horton, Inc. By: /s/ SAMUEL R. FULLER --------------------------------------------- Samuel R. Fuller Executive Vice President, Treasurer, and Chief Financial Officer 3 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------- ------- 2.2 Amendment to Agreement and Plan of Merger, dated as of November 8, 2001, between D.R. Horton, Inc. and Schuler Homes, Inc.
4 EX-2.2 3 d92017ex2-2.txt AMENDMENT TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of November 8, 2001 (this "Amendment"), between D.R. HORTON, INC., a Delaware corporation ("DHI"), and SCHULER HOMES, INC., a Delaware corporation (the "Company"). WHEREAS, the parties hereto entered into the Agreement and Plan of Merger, dated as of October 22, 2001 (the "Agreement"), between DHI and the Company; WHEREAS, the parties hereto desire to amend the Agreement as herein provided; NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties hereto agree as follows: Section 1. Amendment. The Agreement is hereby amended by (a) deleting SECTION 2.1.3(d)(i) in its entirety and substituting in lieu thereof: (i) Cash equal to the quotient of (y) the Cash Consideration minus the product of (A) the Adjusted Cash Amount times (B) the aggregate number of Non-Election Shares, divided by (z) the aggregate number of Cash Election Shares, but in no event less than the Adjusted Cash Amount. and (b) deleting the amount "$4.09" from SECTION 2.1.3(d)(iv) and substituting the phrase "Adjusted Cash Amount" in lieu thereof. Section 2. References. All references in the Agreement to the Agreement shall be deemed to be references to the Agreement as amended hereby. Section 3. Representations and Warranties. Each of the parties hereto represent and warrant that this Amendment has been duly and validly authorized, executed and delivered by such party and constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Section 4. Entire Agreement; Ratification. This Amendment embodies the entire agreement of the parties and supersedes any prior agreements or understandings with respect to the subject matter hereof. Except as modified or supplemented hereby, the Agreement shall continue in full force and effect. Section 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable to contracts executed and fully performed within the State of Delaware. Section 6. Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when 5 executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [SIGNATURES ON NEXT PAGE] 6 IN WITNESS WHEREOF, DHI and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. D.R. HORTON, INC. By: /s/ SAMUEL R. FULLER ------------------------------------- Samuel R. Fuller Executive Vice President, Treasurer, and Chief Financial Officer SCHULER HOMES, INC. By: /s/ JAMES K. SCHULER ------------------------------------- James K. Schuler Co-Chairman, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----