8-A12B 1 d97552e8va12b.txt FORM 8-A 12(B) 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) -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 75-2386963 ------------------------------------------------------------- ------------------------------------------ (State of Incorporation or Organization) (IRS Employer Identification No.) 1901 Ascension Blvd., Suite 100 Arlington, Texas 76006 ------------------------------------------------------------- ------------------------------------------ (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)
Securities to be registered pursuant to Section 12(b) of the Act:
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
Securities to be registered pursuant to Section 12(g) of the Act: None -------------------------------------------------------------------------------- (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.
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
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
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
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
EXHIBIT NUMBER 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.