8-KOther Events

HORTON D R INC /DE/ 8-K Report (Feb 19, 2002)

Filed February 19, 2002For Securities:DHI

Summary

D.R. Horton, Inc. (DHI) filed an 8-K on February 19, 2002, to announce the determination of the stock portion of the merger consideration for its proposed acquisition of Schuler Homes, Inc. The merger agreement, originally dated October 22, 2001, has now established the terms for Schuler stockholders' received consideration. This filing is crucial for investors as it clarifies the value and composition of the merger consideration. The base merger consideration for each share of Schuler common stock will consist of $4.09 in cash and 0.487 shares of D.R. Horton common stock. This is based on DHI's average closing stock price of $36.766 over the 15 trading days ending February 15, 2002. Importantly, Schuler stockholders have the option to elect to receive either all cash or all stock, though these elections are subject to proration. The maximum cash consideration per Schuler share is $21.995, and the maximum stock consideration is 0.598 DHI shares.

Key Highlights

  • 1D.R. Horton (DHI) and Schuler Homes, Inc. have determined the stock portion of their merger consideration.
  • 2The base merger consideration is $4.09 cash and 0.487 DHI shares per Schuler share.
  • 3This determination is based on DHI's average stock price of $36.766 for the 15 trading days ending February 15, 2002.
  • 4Schuler stockholders can elect to receive either all cash or all stock, subject to proration.
  • 5The maximum cash consideration for Schuler stockholders electing all cash is $21.995 per share.
  • 6The maximum stock consideration for Schuler stockholders electing all stock is 0.598 DHI shares per share.
  • 7The announcement was made via a press release filed as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the determination of the stock portion of the merger consideration for D.R. Horton's proposed acquisition of Schuler Homes, Inc., as per their merger agreement.

Schuler Homes stockholders will receive a base consideration of $4.09 in cash and 0.487 shares of D.R. Horton common stock for each share of Schuler common stock. They also have the option to elect to receive either all cash or all stock, subject to proration.

Schuler stockholders who elect all cash could receive a maximum of $21.995 per share. Those who elect all stock could receive a maximum of 0.598 shares of D.R. Horton common stock per share.

The calculation was based on the average closing price of D.R. Horton common stock, which was $36.766, for the 15 consecutive trading days ending on and including February 15, 2002.