8-KOther Events

HORTON D R INC /DE/ 8-K Report (Feb 22, 2002)

Filed February 22, 2002For Securities:DHI

Summary

D.R. Horton, Inc. (DHI) has filed an 8-K report detailing the completion of its merger with Schuler Homes, Inc., effective February 21, 2002. The merger was approved by stockholders of both companies. The transaction involved a mix of cash and DHI common stock for Schuler shareholders, with options for all-cash or all-stock elections that were subject to proration for cash-elected shareholders. DHI also assumed a significant amount of Schuler's debt. This strategic acquisition is expected to expand DHI's market presence, particularly in western suburban markets, and integrate Schuler's operations as a separate region. The merger consideration included approximately 20.08 million shares of D.R. Horton common stock and $168.67 million in cash, alongside the assumption of roughly $731 million in Schuler debt. The cash component was financed through existing cash reserves and DHI's revolving credit facility. As part of the integration, James K. Schuler has been appointed to D.R. Horton's board of directors, and Schuler employees will receive replacement stock options for D.R. Horton common stock. Financial statements and pro forma information related to the merger have been incorporated by reference to previous filings and exhibits.

Key Highlights

  • 1D.R. Horton (DHI) completed its merger with Schuler Homes, Inc. on February 21, 2002.
  • 2Schuler stockholders approved the merger, receiving a combination of DHI stock and cash, or an all-stock option.
  • 3Cash-elected Schuler stockholders faced proration, receiving a mix of cash and DHI stock.
  • 4DHI paid approximately $168.67 million in cash and issued about 20.08 million shares of its common stock.
  • 5DHI assumed approximately $731 million of Schuler's debt.
  • 6James K. Schuler was appointed to D.R. Horton's board of directors.
  • 7Schuler's business operations will be integrated as a separate region of D.R. Horton.

Frequently Asked Questions

This 8-K filing officially reports the completion and effectiveness of the merger between D.R. Horton, Inc. (DHI) and Schuler Homes, Inc., which occurred on February 21, 2002, after receiving stockholder approval.

Schuler stockholders received a base consideration of $4.09 in cash and 0.487 shares of D.R. Horton common stock per share. They had the option for all cash or all stock, but these were subject to proration. Those who elected all cash received $10.523 in cash and 0.312 shares of DHI stock per share due to proration.

D.R. Horton paid out approximately $168.67 million in cash and issued about 20.08 million shares of its stock. Critically, DHI also assumed approximately $731 million of Schuler's existing debt, which will impact DHI's balance sheet and future financial obligations.

D.R. Horton intends to operate the acquired Schuler business as a separate region. The company will continue to build and sell homes under the Schuler Homes, Melody Homes, Western Pacific Housing, and Stafford Homes brand names, leveraging Schuler's established market presence.