sv3asr
As filed with the Securities and Exchange Commission on June 13, 2006
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
D.R. HORTON, INC.
Co-registrants are listed on the following pages.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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75-2386963
(I.R.S. Employer Identification No.) |
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301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(817) 390-8200
(Address, including zip code, and telephone
principal executive offices)
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Thomas B. Montano
Vice President, Corporate & Securities Counsel
301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(817) 390-8200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service) |
The Commission is requested to mail copies of all orders, notices and communications to:
Irwin F. Sentilles, III
Gibson, Dunn & Crutcher LLP
2100 McKinney Ave., Suite 1100
Dallas, Texas 75201
(214) 698-3100
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
þ
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Amount of |
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Title of each class of securities to be registered |
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aggregate offering price (1) |
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registration fee(1) |
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Debt Securities, Preferred Stock (par value $.10
per share), Depositary Shares, Common Stock (par
value $.01 per share), Warrants, Stock Purchase
Contracts and Stock Purchase Units (2) |
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Trust Preferred Securities of DRH Capital Trust I |
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Trust Preferred Securities of DRH Capital Trust II |
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Trust Preferred Securities of DRH Capital Trust III |
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Subordinated Trust Debt Securities of D.R. Horton,
Inc. to be issued to DRH Capital Trust I, DRH
Capital Trust II and DRH Capital Trust III |
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Guarantees of Trust Preferred Securities of DRH
Capital Trust I, DRH Capital Trust II and DRH
Capital Trust III by D.R. Horton, Inc. (3)(4) |
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Guarantees of the Debt Securities by direct and
indirect subsidiaries of D.R. Horton, Inc. (4)(5) |
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Units comprising one or more classes of securities
above |
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(1) |
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An indeterminate aggregate initial offering price or number of
securities of each identified class is being registered as may from
time to time be offered at indeterminate prices. Separate
consideration may or may not be received for securities that are
issuable on exercise, conversion or exchange of other securities. In
accordance with Rules 456(b) and 457(r), the registrant is deferring
payment of all of the registration fee. However, D.R. Horton, Inc.
previously paid a registration fee of $264,825 with respect to
$2,250,000,000 aggregate initial offering price of securities that
were previously registered pursuant to the registrants prior
registration statement on Form S-3 (SEC File No. 333-127461),
initially filed on August 11, 2005, and that have not been sold
thereunder. In accordance with Rule 457(p), the unused amount of the
registration fee paid with respect to the prior registration statement
will be applied to pay the first $264,825 of the registration fee that
will be payable with respect to the securities registered under this
registration statement. |
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(2) |
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Includes an indeterminate number of shares of common stock which may
be issued upon conversion of preferred stock or debt securities, which
are being registered, an indeterminate amount or number of debt
securities and shares of common stock and preferred stock which may be
issued upon exercise of warrants, which are being registered, and an
indeterminate number of shares of common stock which may be issued
upon settlement of stock purchase contracts, which are being
registered. |
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Includes the back-up undertakings of D.R. Horton, Inc. to provide
certain indemnities relating to, and pay and be responsible for,
certain expenses, costs, liabilities and debts of, DRH Capital Trusts
I, II and III and all other obligations of D.R. Horton, Inc. relating
to such trusts. |
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Pursuant to Rule 457(n), no separate fee for the guarantees is payable. |
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(5) |
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See the following page for a list of the subsidiary guarantors. |
The following direct and indirect subsidiaries of D.R. Horton, Inc. may guarantee the debt
securities or issue trust preferred securities and are co-registrants under this registration
statement.
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Jurisdiction of |
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I.R.S. Employer |
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Incorporation or |
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Identification |
Name of Co-Registrant |
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Organization |
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No. |
C. Richard Dobson Builders, Inc. |
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Virginia |
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54-1082672 |
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CH Investments of Texas, Inc. |
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Delaware |
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86-0831611 |
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CHI Construction Company |
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Arizona |
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86-0533370 |
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CHTEX of Texas, Inc. |
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Delaware |
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74-2791268 |
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Continental Homes, Inc. |
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Delaware |
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86-0515339 |
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Continental Homes of Texas, L.P. |
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Texas |
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74-2791904 |
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Continental Residential, Inc. |
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California |
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86-0596757 |
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D.R. Horton Emerald, Ltd. |
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Texas |
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75-2926873 |
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D.R. Horton, Inc. Birmingham |
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Alabama |
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62-1666398 |
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D.R. Horton, Inc. Chicago |
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Delaware |
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75-2795240 |
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D.R. Horton, Inc. Denver |
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Delaware |
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75-2666727 |
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D.R. Horton, Inc. Dietz-Crane |
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Delaware |
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75-2926868 |
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D.R. Horton, Inc. Fresno |
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Delaware |
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75-2926871 |
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D.R. Horton, Inc. Greensboro |
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Delaware |
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75-2599897 |
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D.R. Horton, Inc. Gulf Coast |
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Delaware |
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75-2926872 |
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D.R. Horton, Inc. Jacksonville |
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Delaware |
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75-2460269 |
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D.R. Horton, Inc. Los Angeles |
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Delaware |
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75-2440439 |
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D.R. Horton, Inc. Louisville |
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Delaware |
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75-2636512 |
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D.R. Horton, Inc. Minnesota |
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Delaware |
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75-2527442 |
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D.R. Horton, Inc. New Jersey |
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Delaware |
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75-2665362 |
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D.R. Horton, Inc. Portland |
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Delaware |
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75-2763765 |
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D.R. Horton, Inc. Sacramento |
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California |
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75-2569592 |
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D.R. Horton, Inc. Torrey |
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Delaware |
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75-2689997 |
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D.R. Horton Los Angeles Holding Company, Inc. |
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California |
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75-2589298 |
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D.R. Horton Management Company, Ltd. |
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Texas |
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75-2436079 |
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D.R. Horton Materials, Inc. |
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Delaware |
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75-2926870 |
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D.R. Horton Orange County, Inc. |
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Delaware |
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65-1218940 |
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D.R. Horton San Diego Holding Company, Inc. |
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California |
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75-2589293 |
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D.R. Horton Schuler Homes, LLC |
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Delaware |
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02-0548194 |
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D.R. Horton Texas, Ltd. |
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Texas |
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75-2491320 |
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DRH Cambridge Homes, Inc. |
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California |
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75-2589359 |
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DRH Cambridge Homes, LLC |
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Delaware |
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75-2797879 |
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DRH Capital Trust I |
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Delaware |
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75-6598130 |
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DRH Capital Trust II |
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Delaware |
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75-6598131 |
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DRH Capital Trust III |
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Delaware |
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75-6598132 |
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DRH Construction, Inc. |
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Delaware |
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75-2633738 |
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DRH Energy, Inc. |
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Colorado |
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75-2695520 |
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DRH Regrem VII, LP |
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Texas |
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75-2926874 |
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DRH Regrem VIII, LLC |
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Delaware |
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75-2926876 |
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DRH Regrem X, Inc. |
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Delaware |
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65-1218941 |
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DRH Regrem XI, Inc. |
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Delaware |
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65-1218942 |
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DRH Regrem XII, LP |
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Texas |
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65-1218943 |
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DRH Regrem XIII, Inc. |
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Delaware |
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20-4973832 |
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DRH Regrem XIV, Inc. |
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Delaware |
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20-4974035 |
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DRH Regrem XV, Inc. |
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Delaware |
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20-4974123 |
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DRH Regrem XVI, Inc. |
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Delaware |
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20-4974218 |
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DRH Regrem XVII, Inc. |
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Delaware |
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20-4974283 |
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DRH Regrem XVIII, Inc. |
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Delaware |
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20-4974344 |
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DRH Regrem XIX, Inc. |
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Delaware |
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20-4974420 |
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DRH Regrem XX, Inc. |
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Delaware |
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20-4974895 |
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DRH Regrem XXI, Inc. |
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Delaware |
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20-4975007 |
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Jurisdiction of |
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I.R.S. Employer |
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Incorporation or |
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Identification |
Name of Co-Registrant |
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Organization |
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DRH Regrem XXII, Inc. |
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Delaware |
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20-4975092 |
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DRH Regrem XXIII, Inc. |
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Delaware |
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20-4975165 |
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DRH Regrem XXIV, Inc. |
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Delaware |
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20-4975234 |
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DRH Southwest Construction, Inc. |
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California |
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75-2589289 |
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DRH Tucson Construction, Inc. |
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Delaware |
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75-2709796 |
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DRHI, Inc. |
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Delaware |
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75-2433464 |
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HPH Homebuilders 2000 L.P. |
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California |
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68-0368156 |
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KDB Homes, Inc. |
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Delaware |
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86-0565376 |
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Meadows I, Ltd. |
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Delaware |
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75-2436082 |
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Meadows II, Ltd. |
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Delaware |
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51-0342206 |
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Meadows VIII, Ltd. |
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Delaware |
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75-2824511 |
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Meadows IX, Inc. |
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New Jersey |
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75-2684821 |
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Meadows X, Inc. |
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New Jersey |
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75-2684823 |
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Melmort Co. |
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Colorado |
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84-1261600 |
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Melody Homes, Inc. |
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Delaware |
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88-0309544 |
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Schuler Homes of Arizona LLC |
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Delaware |
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99-0350555 |
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Schuler Homes of California, Inc. |
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California |
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99-0328127 |
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Schuler Homes of Oregon, Inc. |
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Oregon |
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99-0330791 |
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Schuler Homes of Washington, Inc. |
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Washington |
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99-0329483 |
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Schuler Mortgage, Inc. |
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Delaware |
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99-0349664 |
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Schuler Realty Hawaii, Inc. |
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Hawaii |
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99-0290556 |
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SGS Communities at Grande Quay, L.L.C. |
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New Jersey |
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22-3481784 |
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SHA Construction LLC |
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Delaware |
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86-1002579 |
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SHLR of California, Inc. |
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California |
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99-0350554 |
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SHLR of Colorado, Inc. |
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Colorado |
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99-0336801 |
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SHLR of Nevada, Inc. |
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Nevada |
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99-0343628 |
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SHLR of Utah, Inc. |
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Utah |
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99-0336937 |
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SHLR of Washington, Inc. |
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Washington |
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99-0334375 |
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SRHI LLC |
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Delaware |
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99-0343629 |
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SSHI LLC |
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Delaware |
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91-1842222 |
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The Club at Pradera, Inc. |
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Delaware |
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75-2926869 |
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Vertical Construction Corporation |
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Delaware |
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22-3216488 |
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Western Pacific Funding, Inc. |
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California |
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68-0346564 |
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Western Pacific Housing Co., a California Limited
Partnership |
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California |
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33-0634552 |
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Western Pacific Housing, Inc. |
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Delaware |
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95-4887164 |
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Western Pacific Housing Management, Inc. |
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California |
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95-4692688 |
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Western Pacific Housing-Antigua, LLC |
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Delaware |
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95-4750872 |
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Western Pacific Housing-Aviara, L.P. |
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California |
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95-4550008 |
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Western Pacific Housing-Boardwalk, LLC |
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Delaware |
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95-4871227 |
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Western Pacific Housing-Broadway, LLC |
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Delaware |
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95-4850687 |
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Western Pacific Housing-Canyon Park, LLC |
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Delaware |
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95-4716219 |
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Western Pacific Housing-Carmel, LLC |
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Delaware |
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95-4717091 |
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Western Pacific Housing-Carrillo, LLC |
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Delaware |
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95-4815705 |
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Western Pacific Housing-Communications Hill, LLC |
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Delaware |
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95-4637162 |
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Western Pacific Housing-Copper Canyon, LLC |
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Delaware |
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95-4817406 |
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Western Pacific Housing-Creekside, LLC |
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Delaware |
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95-4769848 |
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Western Pacific Housing-Culver City, L.P. |
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California |
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95-4539563 |
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Western Pacific Housing-Del Valle, LLC |
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Delaware |
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95-4887242 |
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Western Pacific Housing-Lomas Verdes, LLC |
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Delaware |
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95-4783214 |
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Western Pacific Housing-Lost Hills Park, LLC |
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Delaware |
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95-4652041 |
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Western Pacific Housing-McGonigle Canyon, LLC |
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Delaware |
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95-4735759 |
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Western Pacific Housing-Mountaingate, L.P. |
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California |
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95-4539564 |
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Western Pacific Housing-Norco Estates, LLC |
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Delaware |
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95-4686652 |
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Western Pacific Housing-Oso, L.P. |
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California |
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95-4496774 |
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Jurisdiction of |
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I.R.S. Employer |
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Incorporation or |
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Identification |
Name of Co-Registrant |
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Organization |
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No. |
Western Pacific Housing-Pacific Park II, LLC |
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Delaware |
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95-4636584 |
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Western Pacific Housing-Park Avenue East, LLC |
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Delaware |
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52-2350169 |
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Western Pacific Housing-Park Avenue West, LLC |
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Delaware |
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95-4888647 |
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Western Pacific Housing-Playa Vista, LLC |
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Delaware |
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95-4879655 |
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Western Pacific Housing-Poinsettia, L.P. |
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California |
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95-4619838 |
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Western Pacific Housing-River Ridge, LLC |
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Delaware |
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95-4870837 |
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Western Pacific Housing-Robinhood Ridge, LLC |
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Delaware |
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95-4838666 |
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Western Pacific Housing-Santa Fe, LLC |
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Delaware |
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95-4741001 |
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Western Pacific Housing-Scripps II, LLC |
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Delaware |
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95-4688133 |
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Western Pacific Housing-Scripps, L.P. |
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California |
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95-4608187 |
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Western Pacific Housing-Seacove, L.P. |
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California |
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95-4473471 |
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Western Pacific Housing-Studio 528, LLC |
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Delaware |
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95-4877069 |
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Western Pacific Housing-Terra Bay Duets, LLC |
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Delaware |
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95-4878114 |
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Western Pacific Housing-Torrance, LLC |
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Delaware |
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95-4879653 |
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Western Pacific Housing-Torrey Commercial, LLC |
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Delaware |
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95-4769208 |
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Western Pacific Housing-Torrey Meadows, LLC |
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Delaware |
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95-4878113 |
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Western Pacific Housing-Torrey Multi-Family, LLC |
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Delaware |
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95-4781243 |
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Western Pacific Housing-Torrey Village Center, LLC |
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Delaware |
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95-4837541 |
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Western Pacific Housing-Vineyard Terrace, LLC |
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Delaware |
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95-4761820 |
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Western Pacific Housing-Windemere, LLC |
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Delaware |
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95-4879656 |
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Western Pacific Housing-Windflower, L.P. |
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California |
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95-4504317 |
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WPH-Camino Ruiz, LLC |
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Delaware |
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95-4802985 |
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PROSPECTUS
D.R. Horton, Inc.
Debt Securities,
Preferred Stock, Depositary
Shares,
Common Stock,
Warrants,
Stock Purchase Contracts and
Stock Purchase Units
Trust Preferred
Securities of DRH Capital Trust I,
DRH Capital Trust II and DRH Capital Trust III
and Related Subordinated Trust Debt Securities
and Guarantees of D.R. Horton, Inc.
Units of
These Securities
We will provide specific terms of these securities in
supplements to this prospectus at the time we offer or sell any
of these securities. You should read this prospectus and any
supplement carefully before you invest.
Investing in these securities involves risks. See Risk
Factors beginning on page 1 and in the prospectus
supplement we will deliver with this prospectus.
Our common stock is listed on the New York Stock Exchange under
the symbol DHI.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This prospectus is dated June 13, 2006
You should rely only on the information contained in or
incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any
date other than the date on the front of this prospectus.
TABLE OF
CONTENTS
Unless the context otherwise requires, the terms the
Company, we and our refer to
D.R. Horton, Inc., a Delaware corporation, and its predecessors
and subsidiaries.
FORWARD-LOOKING
STATEMENTS
The statements contained in this prospectus and the information
incorporated by reference into this prospectus include
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on managements
beliefs as well as assumptions made by, and information
currently available to, management. These forward-looking
statements typically include the words anticipate,
believe, consider, estimate,
expect, forecast, goal,
intend, objective, plan,
projection, seek, strategy,
target or other words of similar meaning. These
forward-looking statements involve risks, uncertainties and
other factors that may cause our actual results to differ
materially from the expectations or results we discuss in the
forward-looking statements. These risks, uncertainties and other
factors include, but are not limited to:
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changes in general economic, real estate construction and other
business conditions;
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changes in interest rates, the availability of mortgage
financing or the effective cost of owning a home;
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the effects of governmental regulations and environmental
matters;
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our substantial debt;
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competitive conditions within our industry;
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the availability of capital;
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our ability to effect our growth strategies
successfully; and
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the uncertainties inherent in warranty and construction defect
claims matters.
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We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. However, any further
disclosures made on related subjects in additional documents
incorporated into this prospectus by reference should be
consulted.
For further factors you should consider, please refer to the
Risk Factors section beginning on page 1 of
this prospectus and the Risk Factors and the
Managements Discussion and Analysis of Financial
Condition and Results of Operations sections in our annual
report on
Form 10-K
for the year ended September 30, 2005 and our quarterly
reports on
Form 10-Q
for the quarters ended December 31, 2005 and March 31,
2006.
ii
RISK
FACTORS
Before purchasing any securities we may offer, you should
consider all of the information set forth in this prospectus, in
the prospectus supplement we will deliver with this prospectus,
and in the information incorporated by reference. In particular,
you should evaluate the risk factors relating to our business
set forth below and the risk factors set forth in the prospectus
supplement we will deliver with this prospectus. It is
anticipated that the prospectus supplement will contain a
description of the risks relating to the securities we may offer
with the prospectus supplement.
Because
of the cyclical nature of our industry, future changes in
general economic, real estate construction or other business
conditions could adversely affect our business or our financial
results.
Cyclical Industry. The homebuilding industry
is cyclical and is significantly affected by changes in general
and local economic conditions, such as:
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employment levels;
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availability of financing for homebuyers;
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interest rates;
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consumer confidence;
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demographic trends; and
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housing demand.
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These may occur on a national scale or may affect some of the
regions or markets in which we operate more than others. If
adverse conditions affect any of our larger markets, they could
have a proportionately greater impact on us than on some other
homebuilding companies.
An oversupply of alternatives to new homes, such as rental
properties and used or foreclosed homes, including homes held
for sale by investors, could also depress new home prices and
reduce our margins on the sales of new homes.
Risks Related to National Security. Continued
military deployments in the Middle East and other overseas
regions, terrorist attacks, other acts of violence or threats to
national security, and any corresponding response by the United
States or others, or related domestic or international
instability, may adversely affect general economic conditions or
cause a slowdown of the national economy.
Inventory Risks. Inventory risks can be
substantial for our homebuilding business. Our long-term ability
to build homes depends upon our acquiring land suitable for
residential building at affordable prices in locations where our
potential customers want to live. We must anticipate demand for
new homes and continuously seek and make acquisitions of land
for replacement and expansion of land inventory within our
current markets and for expansion into new markets. In some
markets, this has become more difficult and costly.
Our current goal is to own or control approximately a three to
four year supply of land and building lots. The risks inherent
in controlling or purchasing and developing land increase as
consumer demand for housing decreases. Thus, we may have
acquired options on or bought and developed land at a cost we
will not be able to recover fully or on which we cannot build
and sell homes profitably. Our deposits for building lots
controlled under option or similar contracts may be put at risk.
The market value of undeveloped land, building lots and housing
inventories can also fluctuate significantly as a result of
changing market conditions. We cannot make any assurances that
the measures we employ to manage inventory risks and costs will
be successful.
In addition, inventory carrying costs can be significant and can
result in reduced margins or losses in a poorly performing
project or market. In the event of significant changes in
economic or market conditions, we may have to sell homes or land
for a lower profit margin or at a loss.
1
Supply Risks. The homebuilding industry has
from time to time experienced significant difficulties that can
affect the cost or timing of construction, including:
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shortages of qualified trades people;
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reliance on local subcontractors, who may be inadequately
capitalized;
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shortages of materials; and
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volatile increases in the cost of materials, particularly
increases in the price of lumber, drywall and cement, which are
significant components of home construction costs.
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Risks from Nature. Weather conditions and
natural disasters, such as hurricanes, tornadoes, earthquakes,
volcanic activity, droughts, floods and wildfires, can harm our
homebuilding business. These can delay home closings, adversely
affect the cost or availability of materials or labor, or damage
homes under construction. The climates and geology of many of
the states in which we operate, including California, Florida
and Texas, where we have some of our larger operations, present
increased risks of adverse weather or natural disaster.
Possible Consequences. As a result of the
foregoing matters, in the future, potential customers may be
less willing or able to buy our homes, or we may take longer or
incur more costs to build them. We may not be able to recapture
increased costs by raising prices in many cases because of
market conditions or because we fix our prices in advance of
delivery by signing home sales contracts. We may be unable to
change the mix of our home offerings or the affordability of our
homes to maintain our margins or satisfactorily address changing
market conditions in other ways. In addition, cancellations of
home sales contracts in backlog may increase beyond historical
rates as homebuyers cancel or do not honor their contracts.
Our financial services business is closely related to our
homebuilding business as it originates mortgage loans
principally to purchasers of the homes we build. A decrease in
the demand for our homes because of the foregoing matters could
also adversely affect the financial results of this segment of
our business. A return of consumer preferences for
adjustable-rate and other low-margin loans could also adversely
affect our financial services results. An increase in the
default rate on the mortgages we originate could adversely
affect the pricing we receive upon the sale of mortgages that we
originate in the future.
Future
increases in interest rates, reductions in mortgage availability
or increases in the effective costs of owning a home could
prevent potential customers from buying our homes and adversely
affect our business or our financial results.
Most of our customers finance their home purchases through
lenders providing mortgage financing. In recent years interest
rates have been at historical lows. Many homebuyers have also
chosen adjustable rate, interest only or other mortgages that
involve initial lower monthly payments. As a result, new homes
have been more affordable. Increases in interest rates or
decreases in the availability of mortgage financing, however,
could reduce the market for new homes. Potential homebuyers may
be less willing or able to pay the increased monthly costs or to
obtain mortgage financing that exposes them to interest rate
changes. Lenders may increase the qualifications needed for
mortgages or adjust their terms to address any increased credit
risk. Even if potential customers do not need financing, changes
in interest rates and mortgage availability could make it harder
for them to sell their current homes to potential buyers who
need financing. These matters could adversely affect the sales
or pricing of our homes and could also reduce the volume or
margins in our financial services business. The impact on our
financial services business could be compounded to the extent we
are unable to match interest rates and amounts on loans we have
committed to originate through the various hedging strategies we
employ.
In addition, we believe that the availability of FHA and VA
mortgage financing is an important factor in marketing some of
our homes. We also believe that the liquidity provided by Fannie
Mae and Freddie Mac to the mortgage industry is important to the
housing market. However, the federal government has sought to
limit the size of the home-loan portfolios and operations of
these two government-sponsored enterprises. Any limitations or
restrictions on the availability of the financing or on the
liquidity provided by them could adversely affect interest
rates, mortgage financing and our sales of new homes and
mortgage loans.
2
Significant expenses of owning a home, including mortgage
interest expense and real estate taxes, generally are deductible
expenses for an individuals federal, and in some cases
state, income taxes, subject to various limitations under
current tax law and policy. If the federal government or a state
government changes its income tax laws, as has been discussed,
to eliminate or substantially modify these income tax
deductions, the after-tax cost of owning a new home could
increase for many of our potential customers. The resulting loss
or reduction of homeowner tax deductions, if such tax law
changes were enacted without offsetting provisions, could
adversely impact demand for and sales prices of new homes.
Governmental
regulations could increase the cost and limit the availability
of our development and homebuilding projects or affect our
related financial services operations and adversely affect our
business or our financial results.
We are subject to extensive and complex regulations that affect
land development and home construction, including zoning,
density restrictions, building design and building standards.
These regulations often provide broad discretion to the
administering governmental authorities as to the conditions we
must meet prior to being approved, if approved at all. We are
subject to determinations by these authorities as to the
adequacy of water or sewage facilities, roads or other local
services. In addition, in many markets government authorities
have implemented no growth or growth control initiatives. Any of
these can limit, delay or increase the costs of development or
homebuilding.
New housing developments may be subject to various assessments
for schools, parks, streets and other public improvements, which
could cause an increase in the effective prices for our homes.
In addition, increases in property tax rates by local
governmental authorities, as experienced in response to reduced
federal and state funding, can adversely affect the ability of
potential customers to obtain financing or their desire to
purchase new homes.
We also are subject to a variety of local, state and federal
laws and regulations concerning protection of health, safety and
the environment. The impact of environmental laws varies
depending upon the prior uses of the building site or adjoining
properties and may be greater in areas with less supply where
undeveloped land or desirable alternatives are less available.
These matters may result in delays, may cause us to incur
substantial compliance, remediation and other costs, and could
prohibit or severely restrict development and homebuilding
activity in environmentally sensitive regions or areas.
Our financial services operations are also subject to numerous
federal, state and local laws and regulations. These include
eligibility requirements for participation in federal loan
programs and compliance with consumer lending and similar
requirements such as disclosure requirements, prohibitions
against discrimination and real estate settlement procedures.
They may also subject our operations to examination by the
applicable agencies. These may limit our ability to provide
mortgage financing or title services to potential purchasers of
our homes.
Our
substantial debt could adversely affect our financial
condition.
We have a significant amount of debt. As of March 31, 2006,
our consolidated debt was $5,523.7 million. In the ordinary
course of business, we may incur significant additional debt, to
the extent permitted by our revolving credit facility and our
indentures.
Possible Consequences. The amount of our debt
could have important consequences. For example, it could:
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limit our ability to obtain future financing for working
capital, capital expenditures, acquisitions, debt service
requirements or other requirements;
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require us to dedicate a substantial portion of our cash flow
from operations to payment of our debt and reduce our ability to
use our cash flow for other purposes;
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limit our flexibility in planning for, or reacting to, the
changes in our business;
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place us at a competitive disadvantage because we have more debt
than some of our competitors; and
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make us more vulnerable in the event of a downturn in our
business or in general economic conditions.
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Dependence on Future Performance. Our ability
to meet our debt service and other obligations will depend upon
our future financial performance. We are engaged in businesses
that are substantially affected by changes in economic
conditions. Our revenues and earnings vary with the level of
general economic activity in the markets we serve. Our
businesses are also affected by financial, political, business
and other factors, many of which are beyond our control. The
factors that affect our ability to generate cash can also affect
our ability to raise additional funds for these purposes through
the sale of debt or equity securities, the refinancing of debt,
or the sale of assets. Changes in prevailing interest rates may
affect our ability to meet our debt service obligations, because
borrowings under our credit facilities bear interest at floating
rates and our interest rate swap agreements fix our
interest rate for only a portion of these borrowings.
As of March 31, 2006, the scheduled maturities of principal
on our outstanding debt for the subsequent 12 months
totaled $711.1 million, including $675.0 million in
financial services debt that must be renewed annually. This
amount includes $340.0 million under our mortgage warehouse
loan facility that we renewed in April 2006 and
$335.0 million under our commercial paper conduit facility
that we plan to renew and extend prior to its maturity on
June 29, 2006. Based on the current level of operations, we
believe our cash flow from operations, available cash, available
borrowings under our credit facilities and our ability to access
the capital markets and to refinance or renew our credit
facilities in a timely manner will be adequate to meet our
future cash needs. We cannot, however, make any assurances that
in the future our business will generate sufficient cash flow
from operations or that borrowings or access to the capital
markets or refinancing or renewal facilities will be available
to us in amounts sufficient to enable us to pay or refinance our
indebtedness or to fund other cash needs.
Indenture and Revolving Credit Facility
Restrictions. Our revolving credit facility and
the indentures governing our senior subordinated notes impose
restrictions on our operations and activities. The most
significant restrictions relate to limits on investments, cash
dividends, stock repurchases and other restricted payments,
incurrence of indebtedness, creation of liens and asset
dispositions, and require maintenance of a maximum leverage
ratio, a minimum ratio of EBITDA to interest incurred, minimum
levels of tangible net worth and compliance with other financial
covenants. In addition, the indentures governing our senior
notes impose restrictions on the creation of liens. If we fail
to comply with any of these restrictions or covenants, the
trustees, the noteholders or the lending banks, as applicable,
could cause our debt to become due and payable prior to
maturity. If we do not maintain our current credit ratings,
available credit under our revolving credit facility is subject
to limitations based on specified percentages of unsold homes,
developed lots and lots under development included in inventory
and the amount of other senior unsecured indebtedness.
Change of Control Purchase Options. If a
change of control occurs as defined in the indentures governing
many other series of our senior and senior subordinated notes,
constituting $2,294.8 million principal amount in the
aggregate as of March 31, 2006, we would be required to
offer to purchase such notes at 101% of their principal amount,
together with all accrued and unpaid interest, if any. Moreover,
a change of control may also result in the acceleration of our
revolving credit facility. If purchase offers were required
under the indentures for these notes or our revolving credit
facility debt were accelerated, we can give no assurance that we
would have sufficient funds to pay the amounts that we would be
required to repurchase or repay. We currently would not have
sufficient funds available to purchase all of such outstanding
debt upon a change of control.
Impact of Financial Services Debt. Our
financial services business is conducted through subsidiaries
that are not restricted by our indentures or revolving credit
facility. The ability of our financial services segment to
provide funds to our homebuilding operations, however, is
subject to restrictions in its own credit facilities. These
funds would not be available to us upon the occurrence and
during the continuance of defaults under these facilities.
Moreover, our right to receive assets from these subsidiaries
upon liquidation or recapitalization will be subject to the
prior claims of the creditors of these subsidiaries. Any claims
we may have to funds from this segment would be subordinate to
subsidiary indebtedness to the extent of any security for such
indebtedness and to any indebtedness otherwise recognized as
senior to our claims.
4
Homebuilding
and financial services are very competitive, and competitive
conditions could adversely affect our business or our financial
results.
The homebuilding industry is highly competitive. Homebuilders
compete not only for homebuyers, but also for desirable
properties, financing, raw materials and skilled labor. We
compete with other local, regional and national homebuilders,
including those with a sales presence on the Internet, often
within larger subdivisions designed, planned and developed by
such homebuilders. The competitive conditions in the
homebuilding industry could result in:
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difficulty in acquiring suitable land at acceptable prices;
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increased selling incentives;
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lower sales or profit margins; or
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delays in construction of our homes.
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Our financial services business competes with other mortgage
lenders, including national, regional and local mortgage banks,
savings and loan associations and other financial institutions.
Mortgage lenders with greater access to capital markets or
different lending criteria may be able to offer more attractive
financing to potential customers.
If we are affected by these competitive conditions at increased
levels, our business and financial results could be adversely
affected.
Our
future growth may require additional capital, which may not be
available.
Our operations require significant amounts of cash, and our
requirements for capital typically increase in the third and
fourth quarters of our fiscal year. We may be required to seek
additional capital, whether from sales of equity or debt or
additional bank borrowings, for the future growth and
development of our business. We can give no assurance as to the
availability of such additional capital or, if available,
whether it would be on terms acceptable to us. Moreover, the
indentures for some of our outstanding public debt and the
covenants of our revolving credit facility contain provisions
that may restrict the debt we may incur in the future. If we are
not successful in obtaining sufficient capital, it could reduce
our sales and may adversely affect our future growth and
financial results.
We
cannot make any assurances that our growth strategies will be
successful.
Since 1993, we have acquired many homebuilding companies.
Although we have recently focused on internal growth, we may
make strategic acquisitions of homebuilding companies in the
future. Successful strategic acquisitions require the
integration of operations and management and other efforts to
realize the benefits that may be available. Although we believe
that we have been successful in doing so in the past, we can
give no assurance that we would be able to identify, acquire and
integrate successfully strategic acquisitions in the future.
Acquisitions can result in the dilution of existing stockholders
if we issue our common stock as consideration or reduce our
liquidity or increase our debt if we fund them with cash. In
addition, acquisitions can expose us to the risk of writing off
goodwill related to such acquisitions based on the subsequent
results of the reporting units to which the acquired businesses
were assigned. Moreover, we may not be able to implement
successfully our operating and growth strategies within our
existing markets.
Homebuilding
is subject to home warranty and construction defect claims in
the ordinary course of business that can be
significant.
As a homebuilder, we are subject to home warranty and
construction defect claims arising in the ordinary course of
business. As a consequence, we maintain product liability
insurance, obtain indemnities and certificates of insurance from
subcontractors generally covering claims related to workmanship
and materials, and create warranty and other reserves for the
homes we sell based on historical experience in our markets and
our judgment of the qualitative risks associated with the types
of homes built. Because of the uncertainties inherent to these
matters, we cannot provide assurance that our insurance
coverage, our subcontractor arrangements and our reserves will
be adequate to address all of our warranty and construction
defect claims in the future. Contractual indemnities can be
difficult to enforce, we may be responsible for applicable
self-insured retentions and some types of claims may not
5
be covered by insurance or may exceed applicable coverage
limits. Additionally, the coverage offered by and the
availability of product liability insurance for construction
defects is currently limited and costly. We have responded to
increases in insurance costs and coverage limitations by
increasing our self-insured retentions and claim reserves. There
can be no assurance that coverage will not be further restricted
or become more costly.
THE
COMPANY
D.R. Horton, Inc. is the largest homebuilding company in the
United States, based on the number of our domestic homes closed
during the 12 months ended September 30, 2005. We
construct and sell high quality single-family homes through our
operating divisions in 27 states and 82 metropolitan
markets of the United States, primarily under the name of D.R.
Horton, Americas Builder. D.R. Horton, Inc. is a
Fortune 500 company, and our common stock is included in
the S&P 500 Index and listed on the New York Stock Exchange
under the ticker symbol DHI.
Donald R. Horton began our homebuilding business in 1978. In
1991, we were incorporated in Delaware to acquire the assets and
businesses of our predecessor companies, which were residential
home construction and development companies owned or controlled
by Mr. Horton. In 1992, we completed our initial public
offering of our common stock. From inception, we have
consistently grown the size of our company by investing our
available capital into our existing homebuilding markets and
into
start-up
operations in new markets. Additionally, we have acquired
numerous other homebuilding companies, which have strengthened
our market position in existing markets and expanded our
geographic presence and product offerings in other markets. The
success of our organic growth strategies and our effective
acquisition strategy has enabled us to become the largest
homebuilding company in the United States, a distinction we have
maintained for our last four fiscal years. Our homes generally
range in size from 1,000 to 5,000 square feet and range in
price from $90,000 to $900,000. For the year ended
September 30, 2005, we closed 51,172 homes with an average
closing sales price of approximately $261,400. For the six
months ended March 31, 2006, we closed 22,461 homes with an
average closing sales price of approximately $278,800.
Through our financial services operations, we provide mortgage
banking and title agency services to homebuyers in many of our
homebuilding markets. DHI Mortgage, our wholly-owned subsidiary,
provides mortgage financing services, principally to purchasers
of homes we build and sell. Our subsidiary title companies serve
as title insurance agents by providing title insurance policies,
examination and closing services, primarily to purchasers of
homes we build and sell.
Our financial reporting segments consist of homebuilding and
financial services. Our homebuilding operations are by far the
most substantial part of our business, comprising approximately
98% of consolidated revenues and 96% of consolidated income
before income taxes for the year ended September 30, 2005
and the six months ended March 31, 2006 and 2005. Our
homebuilding segment generates the majority of its revenues from
the sale of completed homes, with a lesser amount from the sale
of land and lots. In addition to building traditional
single-family detached homes, the homebuilding segment also
builds attached homes, such as town homes, duplexes, triplexes
and condominiums (including some mid-rise buildings), which
share common walls and roofs. The sale of detached homes
generated approximately 83% of home sales revenues for the year
ended September 30, 2005, and approximately 81% and 85% of
home sales revenues for the six months ended March 31, 2006
and 2005, respectively. Our financial services segment generates
its revenues from originating and selling mortgages and
collecting fees for title insurance and closing services.
Financial information, including revenue, pre-tax income and
identifiable assets, for both of our reporting segments is
included in our consolidated financial statements, which are
incorporated by reference into this prospectus from our annual
report on
Form 10-K
for the year ended September 30, 2005 and from each of our
quarterly reports on
Form 10-Q
for the quarters ended December 31, 2005 and March 31,
2006.
For more information about our business, please refer to the
Business section in our annual report on
Form 10-K
for the year ended September 30, 2005, and the
Managements Discussion and Analysis of Financial
Condition and Results of Operations sections in our annual
report on
Form 10-K
for the year ended September 30, 2005 and each of our
quarterly reports on
Form 10-Q
for the quarters ended December 31, 2005 and March 31,
2006.
6
Our principal executive offices are at 301 Commerce Street,
Suite 500, Fort Worth, Texas 76102, our telephone
number is
(817) 390-8200,
and our Internet website address is www.drhorton.com.
Information on our Internet website is not part of this
prospectus.
Recent
Developments
Quarterly Cash Dividend. In April 2006, our
Board of Directors declared a cash dividend of ten cents ($0.10)
per share. The dividend represents an 11% increase over the nine
cents ($0.09) per share cash dividend declared in the same
quarter of fiscal 2005. The quarterly cash dividend, which
totaled $31.3 million, was paid on May 19, 2006.
Renewal of Mortgage Warehouse Loan Facility of Our
Financial Services Segment. On April 7,
2006, our mortgage subsidiary amended and restated its mortgage
warehouse loan facility to extend the maturity date to
April 6, 2007, and to increase the available capacity to
$670 million until May 1, 2006, and then to
$540 million thereafter, subject to increases upon consent
of the lenders to $750 million under the accordion feature
of the facility. The mortgage warehouse loan facility is secured
by mortgage loans held for sale and is not guaranteed by us or
any of the guarantors of our homebuilding debt.
Termination of Specified Covenants in Outstanding Senior
Notes. The indentures governing approximately
$2,000.0 million of our senior notes provide for the
termination of specified covenants when we have achieved
investment grade ratings from both Standard &
Poors Ratings Group and Moodys Investors Service
Inc. These covenants include restrictions on our stock
repurchases, cash dividends and other restricted payments,
incurrence of indebtedness and asset dispositions. We have had
the required rating from Moodys since November 2005, and
we received the required rating from Standard &
Poors in April 2006. As a result, the foregoing
restrictions have ceased to apply to these senior notes and will
not apply in the future even if our ratings change. However,
similar restrictions continue to apply to our senior
subordinated notes.
Issuance of Senior Notes. In April 2006, we
issued $750 million aggregate principal amount of our
senior notes, consisting of $250 million of our 6.0% senior
notes due 2011 and $500 million of our 6.5% senior
notes due 2016. The notes are unsecured, senior obligations of
our company and rank equally with all of our existing and future
unsecured and unsubordinated indebtedness, including our
revolving credit facility. The net proceeds from the April
offering were used to reduce borrowings under our revolving
credit facility.
Stock Option Grant. On May 2, 2006, the
Compensation Committee of our Board of Directors granted stock
options to our executive officers and other officers and certain
of our employees, and our Board of Directors granted stock
options to our outside directors, to purchase approximately
3.0 million shares of our common stock at a price of
$29.44 per share, the closing market price of our common
stock on the date of grant. Our future compensation expense
related to these stock option grants is expected to be
$27.7 million and will be recognized over a weighted
average period of 9.3 years.
Voluntary Redemption of 10.5% Senior Subordinated Notes
due 2011. On June 12, 2006, we provided a
final notice to the trustee for our 10.5% senior
subordinated notes due 2011 that we are voluntarily calling all
of these notes for full redemption on July 15, 2006 in
accordance with the terms of the indenture governing the notes.
The 10.5% senior subordinated notes will be redeemed at a
price of $1,052.50 per $1,000 note outstanding, which will
result in an aggregate redemption price of approximately
$152.4 million to be paid by us on July 15, 2006. In
addition, on July 15, 2006, we will pay accrued and unpaid
semi-annual interest of $52.50 per $1,000 note,
approximately $7.6 million, to holders of record as of
July 1, 2006.
THE
TRUSTS
We have created three Delaware statutory trusts pursuant to
three trust agreements executed by us as sponsor for each trust,
appointed trustees for each trust and filed a certificate of
trust for each trust with the Delaware Secretary of State. The
trusts are named DRH Capital Trust I, DRH Capital
Trust II and DRH Capital Trust III. The trust
agreement of each trust will be amended and restated prior to
the issuance and sale by such trust of its trust securities,
which consist of trust preferred securities and trust common
securities. The original trust agreement and the form of the
amended and restated trust agreement are filed as exhibits to
the registration statement of which this
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prospectus forms a part. The trust agreement for each trust
states the terms and conditions for each trust to issue and sell
its trust securities.
Each trust will exist solely to:
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issue and sell its trust securities;
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use the proceeds from the sale of its trust securities to
purchase and hold a series of our subordinated trust debt
securities;
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maintain its status as a grantor trust for federal income tax
purposes; and
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engage in other activities that are necessary or incidental to
these purposes.
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We will purchase all of the trust common securities of each
trust if any such securities are sold. The trust common
securities will represent an aggregate liquidation amount equal
to at least 3% of each trusts total capitalization. The
trust common securities will have terms substantially identical
to, and will rank equal in priority of payment with, the trust
preferred securities. However, if an event of default under a
trust agreement occurs, cash distributions and liquidation,
redemption and other amounts payable on the trust common
securities will be subordinate to the trust preferred securities
in priority of payment.
We will guarantee the trust preferred securities as described
later in this prospectus.
Trustees appointed by us, as holder of the trust common
securities, will conduct each trusts business and affairs.
The trust agreements will govern the duties and obligations of
the trustees. Pursuant to each trust agreement, the number of
trustees will initially be four, with three different functions.
Two of the trustees, who are administrative trustees, will be
persons who are our employees or officers or are otherwise
affiliated with us. The third trustee, which is the Delaware
trustee, will be an individual resident of the State of Delaware
or a corporation which maintains a principal place of business
in the State of Delaware. The Delaware trustee will serve the
sole purpose of complying with certain Delaware laws. The fourth
trustee will be a bank or trust company unaffiliated with us and
will serve as property trustee under each trust agreement and as
indenture trustee for purposes of the Trust Indenture Act
of 1939. Currently, CT Corporation System acts as the Delaware
trustee and American Stock Transfer & Trust Company as
the property trustee. The property trustee will also act as
indenture trustee under the indenture and guarantee trustee
under the trust guarantee as described later in this section.
We, as the holder of all the trust common securities, will have
the right to appoint, remove or replace any trustee and to
increase or decrease the number of trustees, provided that the
number of trustees will be at least three, two of which will be
the administrative trustees and one of which will be the
Delaware trustee.
The property trustee will hold title to our subordinated trust
debt securities held by the trust for the benefit of the holders
of the trust securities. The property trustee will have the
power to exercise all rights, powers and privileges as the
holder of the subordinated trust debt securities under the
indenture pursuant to which the subordinated trust debt
securities will be issued. In addition, the property trustee
will maintain exclusive control of a segregated non-interest
bearing bank account to hold all payments made in respect of the
subordinated trust debt securities for the benefit of the
holders of the trust securities. The property trustee will make
payments of distributions and payments on liquidation,
redemption and otherwise to the holders of the trust securities
out of funds from the account. The guarantee trustee will hold
the guarantee by us of the trust securities for the benefit of
the holders of the trust preferred securities.
We will pay all fees and expenses related to each trust and each
offering of the related trust preferred securities and will pay
all ongoing costs and expenses of each trust, except such
trusts obligations under the related trust securities.
The rights of the holders of the trust preferred securities,
including economic rights, rights to information and voting
rights, are set forth in each trusts trust agreement and
the Delaware Statutory Trust Act and the
Trust Indenture Act. The principal place of business of
each trust is c/o D.R. Horton, Inc., 301 Commerce Street,
Suite 500, Fort Worth, Texas 76102. The telephone
number is 817-390-8200.
8
Accounting
Treatment
Under the requirements of Financial Accounting Standards Board
Interpretation No. 46(R), Consolidation of Variable
Interest Entities, we expect the trusts will not be
consolidated in our consolidated financial statements.
Accordingly, we will recognize the aggregate principal amount of
our subordinated trust debt securities sold to a trust as a
liability on our balance sheet. Our financial statements will
include a note that will disclose, among other things, that the
assets of the trust consist of our subordinated trust debt
securities sold to the trust and will specify the designation,
principal amount, interest rate and maturity date of the
subordinated trust debt securities held by it. Because the
actual terms of an issuance of trust preferred securities could
affect the accounting treatment, the prospectus supplement
relating to an offering of trust preferred securities will
describe the accounting treatment expected to apply to such
securities.
SECURITIES
WE MAY OFFER
Types of
Securities
The types of securities that we may offer and sell from time to
time by this prospectus are:
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debt securities, which we may issue in one or more series and
which may include guarantees of the debt securities by most of
our subsidiaries;
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preferred stock, which we may issue in one or more series;
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depositary shares;
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common stock;
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warrants entitling the holders to purchase common stock,
preferred stock or debt securities;
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stock purchase contracts; or
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stock purchase units.
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In addition, from time to time by this prospectus, one or more
of the trusts may offer and sell trust preferred securities,
which will include our trust guarantees. The trusts will hold
our subordinated trust debt securities, which may be distributed
to holders of trust securities under specified circumstances.
We may also offer and sell units of the above securities, which
may or may not include trust preferred securities issued by one
or more of the trusts.
When we sell securities, we will determine the amounts of
securities we will sell and the prices and other terms on which
we will sell them. We may sell securities to or through
underwriters, through agents or dealers or directly to
purchasers.
Additional
Information
We will describe in a prospectus supplement, which we will
deliver with this prospectus, the terms of particular securities
which we may offer in the future. In each prospectus supplement
we will include the following information:
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the type and amount of securities which we propose to sell;
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the initial public offering price of the securities;
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the names of the underwriters, agents or dealers, if any,
through or to which we will sell the securities;
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the compensation, if any, of those underwriters, agents or
dealers;
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if applicable, information about securities exchanges or
automated quotation systems on which the securities will be
listed or traded;
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material United States federal income tax considerations
applicable to the securities;
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9
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any material risk factors associated with the
securities; and
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any other material information about the offer and sale of the
securities.
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In addition, the prospectus supplement may also add, update or
change the information contained in this prospectus.
USE OF
PROCEEDS
Except as may be stated in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the
securities for general corporate purposes. These purposes may
include:
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reducing or repaying existing indebtedness, including our
revolving credit facility or outstanding debt securities;
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providing additional working capital;
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acquiring and developing land;
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constructing new homes; and
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acquiring companies in homebuilding and related businesses.
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SUMMARY
CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA
The following summary consolidated financial information for the
five years ended September 30, 2005 is derived from our
audited consolidated financial statements, except as described
in the footnotes below. The following summary consolidated
financial information for the six months ended March 31,
2006 and 2005 is derived from our unaudited consolidated
financial statements. The data should be read in conjunction
with the consolidated financial statements, related notes,
managements discussion and analysis of financial condition
and results of operations, and other financial information
incorporated by reference into this prospectus. These historical
results are not necessarily indicative of the results to be
expected in the future. Interim results for the current year are
not necessarily indicative of the results that may be expected
for the entire year.
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Six Months Ended
March 31,
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Year Ended
September 30,
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2006
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2005
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2005
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2004
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2003
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2002
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2001
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(In millions, except per share
amounts and number of homes)
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Income statement
data(1):
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Revenues:
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Homebuilding
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$
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6,368.3
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$
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5,301.0
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$
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13,628.6
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$
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10,658.0
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$
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8,552.1
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$
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6,625.2
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$
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4,383.6
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Financial services
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132.4
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95.8
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235.1
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182.8
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176.0
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113.6
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72.0
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Gross
profit homebuilding
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1,716.9
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1,346.5
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3,488.3
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2,460.7
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1,746.3
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1,260.8
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856.4
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Income before income taxes:
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Homebuilding
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1,021.9
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832.7
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2,273.0
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1,508.2
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914.7
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591.1
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380.8
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Financial services
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47.3
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37.2
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105.6
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74.7
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93.5
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56.4
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27.0
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Income before cumulative effect of
change in accounting principle(2)
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662.9
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|
|
|
535.0
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|
1,470.5
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975.1
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|
|
626.0
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|
404.7
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|
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254.9
|
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Cumulative effect of change in
accounting principle, net of income taxes(3)
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2.1
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Net income
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662.9
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535.0
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1,470.5
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975.1
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|
|
626.0
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404.7
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|
|
257.0
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|
10
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Six Months Ended
March 31,
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Year Ended
September 30,
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2006
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2005
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2005
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2004
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2003
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2002
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2001
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(In millions, except per share
amounts and number of homes)
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Income before cumulative effect of
change in accounting principle per share(4):
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Basic
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2.12
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1.72
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4.71
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3.14
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2.11
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1.51
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1.12
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Diluted(2)(5)
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2.09
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1.68
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4.62
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3.09
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1.99
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1.39
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1.07
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Net income per share(4):
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Basic
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2.12
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1.72
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4.71
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3.14
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2.11
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1.51
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1.13
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Diluted(5)
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2.09
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1.68
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4.62
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3.09
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|
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|
1.99
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1.39
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|
|
|
1.08
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Selected operating
data(1):
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Gross profit
margin homebuilding
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27.0
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%
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25.4
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%
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25.6
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%
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|
|
23.1
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%
|
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|
20.4
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%
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|
19.0
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%
|
|
|
19.5
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%
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Number of homes closed
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22,461
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20,281
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51,172
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43,567
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35,934
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|
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29,761
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|
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21,371
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Net sales orders (homes)(6)
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|
27,234
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24,302
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|
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53,232
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|
|
45,263
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|
|
|
38,725
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31,491
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|
|
|
22,179
|
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Net sales orders ($ value)(6)
|
|
$
|
7,530.0
|
|
|
$
|
6,754.4
|
|
|
$
|
14,643.4
|
|
|
$
|
11,406.2
|
|
|
$
|
9,162.3
|
|
|
$
|
6,885.9
|
|
|
$
|
4,502.6
|
|
Sales order backlog at end of
period (homes)(7)
|
|
|
24,017
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|
|
|
21,205
|
|
|
|
19,244
|
|
|
|
17,184
|
|
|
|
15,488
|
|
|
|
12,697
|
|
|
|
9,263
|
|
Sales order backlog at end of
period ($ value)(7)
|
|
$
|
7,103.9
|
|
|
$
|
6,167.0
|
|
|
$
|
5,835.2
|
|
|
$
|
4,568.5
|
|
|
$
|
3,653.4
|
|
|
$
|
2,825.2
|
|
|
$
|
1,933.8
|
|
Other financial
data(1):
|
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|
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|
|
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Interest expensed:
|
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|
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|
|
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|
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|
|
|
|
|
|
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|
|
|
|
|
|
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Expensed directly
|
|
$
|
30.9
|
|
|
$
|
5.0
|
|
|
$
|
21.2
|
|
|
$
|
9.3
|
|
|
$
|
12.6
|
|
|
$
|
11.5
|
|
|
$
|
14.1
|
|
Amortized to cost of sales
|
|
|
104.4
|
|
|
|
98.9
|
|
|
|
225.0
|
|
|
|
249.0
|
|
|
|
219.4
|
|
|
|
136.2
|
|
|
|
91.4
|
|
Provision for income taxes
|
|
|
406.3
|
|
|
|
334.9
|
|
|
|
908.1
|
|
|
|
607.8
|
|
|
|
382.2
|
|
|
|
242.8
|
|
|
|
152.9
|
|
Depreciation and amortization
|
|
|
26.4
|
|
|
|
26.8
|
|
|
|
52.8
|
|
|
|
49.6
|
|
|
|
41.8
|
|
|
|
32.8
|
|
|
|
31.2
|
|
Interest incurred(8)
|
|
|
181.5
|
|
|
|
140.9
|
|
|
|
294.1
|
|
|
|
242.6
|
|
|
|
246.9
|
|
|
|
204.3
|
|
|
|
136.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31,
|
|
|
As of
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
|
(In millions)
|
|
|
Balance sheet
data(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
$
|
10,852.4
|
|
|
$
|
7,926.7
|
|
|
$
|
8,486.8
|
|
|
$
|
6,567.4
|
|
|
$
|
5,082.3
|
|
|
$
|
4,343.1
|
|
|
$
|
2,804.4
|
|
Total assets
|
|
|
13,511.0
|
|
|
|
10,540.5
|
|
|
|
12,514.8
|
|
|
|
8,985.2
|
|
|
|
7,279.4
|
|
|
|
6,017.5
|
|
|
|
3,652.2
|
|
Notes payable
|
|
|
5,523.7
|
|
|
|
4,340.6
|
|
|
|
4,909.6
|
|
|
|
3,499.2
|
|
|
|
2,963.2
|
|
|
|
2,878.3
|
|
|
|
1,884.3
|
|
Stockholders equity
|
|
|
5,944.0
|
|
|
|
4,469.4
|
|
|
|
5,360.4
|
|
|
|
3,960.7
|
|
|
|
3,031.3
|
|
|
|
2,269.9
|
|
|
|
1,250.2
|
|
|
|
|
(1) |
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On February 21, 2002, we acquired Schuler Homes in a
merger. The total merger consideration consisted of
20,079,532 shares of D.R. Horton, Inc. common stock (before
any of our stock splits), valued at $30.93 per share;
$168.7 million in cash; $802.2 million of assumed
Schuler debt, $238.2 million of which was paid at closing;
$218.7 million of assumed trade payables and other
liabilities; and $10.8 million of assumed obligations to
the Schuler entities minority interest holders.
Schulers revenues for the period February 22, 2002
through September 30, 2002 were $1,246.6 million. |
|
(2) |
|
Beginning in fiscal 2002, pursuant to our adoption of Statement
of Financial Accounting Standards No. 142, we no longer
amortize goodwill, but test it for impairment annually. If we
had not amortized goodwill in fiscal 2001, reported net income
and diluted net income per share (before cumulative effect of
change in accounting |
11
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|
|
principle and adjusted to reflect the effects of the
three-for-two
common stock splits, effected as 50% stock dividends and paid on
April 9, 2002 and January 12, 2004, and the
four-for-three
common stock split, effected as a
331/3%
stock dividend and paid on March 16, 2005) would have
been: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Cumulative Effect
of
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Accounting
Principle
|
|
|
Diluted Income Before Cumulative
Effect of
|
|
|
|
(In millions)
|
|
|
Change in Accounting Principle
per Share
|
|
|
|
|
|
|
|
|
|
Excluding
|
|
|
Including
|
|
|
|
|
|
Excluding
|
|
|
|
Originally
|
|
|
|
|
|
Goodwill
|
|
|
Goodwill
|
|
|
|
|
|
Goodwill
|
|
|
|
Reported
|
|
|
Increase
|
|
|
Amortization
|
|
|
Amortization
|
|
|
Increase
|
|
|
Amortization
|
|
|
2001. . . . . . . . . . . . . . . . . . . . . .
|
|
$
|
254.9
|
|
|
$
|
6.0
|
|
|
$
|
260.9
|
|
|
$
|
1.07
|
|
|
$
|
0.03
|
|
|
$
|
1.10
|
|
|
|
|
(3) |
|
In fiscal 2001, we recorded a cumulative effect of a change in
accounting principle of $2.1 million, net of income taxes
of $1.3 million, as an adjustment to net income, related to
our adoption of Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and
Hedging Activities. |
|
(4) |
|
Per share amounts reflect the effects of the
three-for-two
stock splits of April 2002 and January 2004, and the
four-for-three
stock split of March 2005. |
|
(5) |
|
In October 2004, the Financial Accounting Standards Board
ratified EITF Issue
No. 04-8,
The Effect of Contingently Convertible Debt on Diluted
Earnings per Share
(EITF 04-8).
EITF 04-8
requires that shares underlying contingently convertible debt be
included in diluted earnings per share computations using the
if-converted method regardless of whether the market price
trigger or other contingent features have been met. The
effective date for
EITF 04-8
was for reporting periods ending after December 15, 2004.
EITF 04-8
also requires restatement of earnings per share amounts for
prior periods presented during which the instrument was
outstanding. In May 2001, we issued zero coupon convertible
senior notes, which were converted into shares of our common
stock in June 2003. During certain quarters of the years ended
September 30, 2003, 2002 and 2001, the market price trigger
was not met and the convertible shares were not included in the
computation of diluted net income per share. The adoption of
EITF 04-8
reduced our diluted net income per share for the years ended
September 30, 2003, 2002 and 2001 by $0.06, $0.05 and
$0.03, respectively (each adjusted to reflect the effects of the
three-for-two
common stock splits, effected as 50% stock dividends and paid on
April 9, 2002 and January 12, 2004, and the
four-for-three
common stock split, effected as a
331/3%
stock dividend and paid on March 16, 2005). |
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(6) |
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Represents homes placed under contract during the period, net of
cancellations. |
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(7) |
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Represents homes under contract but not yet closed at the end of
the period, many of which are subject to contingencies,
including mortgage loan approval, which can result in
cancellations. In the past, our backlog has been a reliable
indicator of the level of closings in our two subsequent fiscal
quarters, although a portion of the contracts in backlog will
not result in closings principally due to cancellations. We
cannot assure you that homes subject to pending sales contracts
will close. |
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(8) |
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Interest incurred consists of all interest costs, whether
expensed or capitalized, including amortization of debt issuance
costs, if applicable. |
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for the five years ended September 30, 2005 and for
the six months ended March 31, 2006:
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Six Months Ended
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March 31,
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Year Ended
September 30,
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2006
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2005
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2004
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2003
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2002
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2001
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Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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6.39
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8.60
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7.39
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4.95
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3.81
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3.69
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For purposes of computing the ratio of earnings to fixed
charges, earnings consist of income, including distributions
received from equity investments, before income taxes,
cumulative effect of a change in accounting principle, interest
expensed, interest amortized to cost of sales and income
attributable to minority interests. Fixed charges consist of
interest incurred, whether expensed or capitalized, including
amortization of debt issuance costs, if applicable, and the
portion of rent expense deemed to represent interest.
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DESCRIPTION
OF DEBT SECURITIES
We may issue debt securities under one or more indentures
entered into or to be entered into between us, most of our
subsidiaries if they guarantee the debt securities, and American
Stock Transfer & Trust Company, New York, New York, as
trustee, or another trustee chosen by us, qualified to act as
such under the Trust Indenture Act and appointed in a
supplemental indenture with respect to a particular series. The
indentures are governed by the Trust Indenture Act.
The following is a summary of the indentures. It does not
restate the indentures entirely. We urge you to read the
indentures. We have filed the indentures as exhibits to the
registration statement of which this prospectus is a part, and
you may inspect them at the office of the trustee, or as
described under Incorporation of Certain Documents By
Reference. References below to an indenture
are references to the applicable indenture, as supplemented,
under which a particular series of debt securities is issued.
Terms of
the Debt Securities
Our debt securities will be unsecured obligations of D.R.
Horton, Inc. We may issue them in one or more series.
Authorizing resolutions or a supplemental indenture will set
forth the specific terms of each series of debt securities. We
will provide a prospectus supplement for each series of debt
securities that will describe:
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the title of the debt securities and whether the debt securities
are senior, senior subordinated, or subordinated debt securities;
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the aggregate principal amount of the debt securities and any
limit upon the aggregate principal amount of the series of debt
securities;
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the date or dates on which principal of the debt securities will
be payable and the amount of principal which will be payable;
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the rate or rates (which may be fixed or variable) at which the
debt securities will bear interest, if any, as well as the dates
from which interest will accrue, the dates on which interest
will be payable and the record date for the interest payable on
any payment date;
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the currency or currencies in which principal, premium, if any,
and interest, if any, will be payable;
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the place or places where principal, premium, if any, and
interest, if any, on the debt securities will be payable and
where debt securities which are in registered form can be
presented for registration of transfer or exchange; and the
identification of any depositary or depositaries for any global
debt securities;
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any provisions regarding our right to redeem or purchase debt
securities or the right of holders to require us to redeem or
purchase debt securities;
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the right, if any, of holders of the debt securities to convert
them into our common stock or other securities, including any
provisions intended to prevent dilution of the conversion rights;
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any provisions requiring or permitting us to make payments to a
sinking fund to be used to redeem debt securities or a purchase
fund to be used to purchase debt securities;
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the percentage of the principal amount at which debt securities
will be issued and, if other than the full principal amount
thereof, the percentage of the principal amount of the debt
securities which is payable if maturity of the debt securities
is accelerated because of a default;
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the terms, if any, upon which debt securities may be
subordinated to our other indebtedness;
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any additions to, modifications of or deletions from the terms
of the debt securities with respect to events of default or
covenants or other provisions set forth in the
indenture; and
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any other material terms of the debt securities, which may be
different from the terms set forth in this prospectus.
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Each prospectus supplement will describe, as to the debt
securities to which it relates, any guarantees by our direct and
indirect subsidiaries which may guarantee the debt securities,
including the terms of subordination, if any, of any such
guarantee.
The applicable prospectus supplement will also describe any
material covenants to which a series of debt securities will be
subject.
Events of
Default and Remedies
Unless otherwise described in the prospectus supplement, an
event of default with respect to any series of debt securities
will be defined in the indenture or applicable supplemental
indenture as being:
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our default in payment of the principal of or premium, if any,
on any of the debt securities of such series;
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default for 30 days in payment of any installment of
interest on any debt security of such series beyond any
applicable grace period;
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default by us or any guarantor subsidiary for 60 days after
notice in the observance or performance of any other covenants
in the indenture or applicable supplemental indenture relating
to such series; and
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bankruptcy, insolvency or reorganization of our company or our
significant guarantor subsidiaries.
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The indenture will provide that the trustee may withhold notice
to the holders of any series of debt securities of any default,
except a default in payment of principal, premium, if any, or
interest, if any, with respect to such series of debt
securities, if the trustee considers it in the interest of the
holders of such series of debt securities to do so.
The indenture will provide that if any event of default has
occurred and is continuing with respect to any series of debt
securities, the trustee or the holders of not less than 25% in
principal amount of such series of debt securities then
outstanding may declare the principal of all the debt securities
of such series to be due and payable immediately. However, the
holders of a majority in principal amount of the debt securities
of such series then outstanding by written notice to the trustee
and to us may waive any event of default with respect to such
series of debt securities, other than any event of default in
payment of principal or interest. Holders of a majority in
principal amount of the then outstanding debt securities of any
series may rescind an acceleration with respect to such series
and its consequences, except an acceleration due to nonpayment
of principal or interest on such series, if the rescission would
not conflict with any judgment or decree and if all existing
events of default with respect to such series have been cured or
waived.
The holders of a majority of the outstanding principal amount of
the debt securities of any series will have the right to direct
the time, method and place of conducting any proceedings for any
remedy available to the trustee with respect to such series,
subject to limitations specified in the indenture.
Defeasance
The indenture will permit us and our guarantor subsidiaries to
terminate all our respective obligations under the indenture as
they relate to any particular series of debt securities, other
than the obligation to pay interest, if any, on and the
principal of the debt securities of such series and certain
other obligations, at any time by:
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depositing in trust with the trustee, under an irrevocable trust
agreement, money or U.S. government obligations in an
amount sufficient to pay principal of and interest, if any, on
the debt securities of such series to their maturity; and
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complying with other conditions, including delivery to the
trustee of an opinion of counsel or a ruling received from the
Internal Revenue Service to the effect that holders will not
recognize income, gain or loss for federal income tax purposes
as a result of our exercise of such right and will be subject to
federal income tax on the same amount and in the same manner and
at the same times as would have been the case otherwise.
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In addition, the indenture will permit us and our guarantor
subsidiaries to terminate all of our respective obligations
under the indenture as they relate to any particular series of
debt securities, including the obligations to
14
pay interest, if any, on and the principal of the debt
securities of such series and certain other obligations, at any
time by:
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depositing in trust with the trustee, under an irrevocable trust
agreement, money or U.S. government obligations in an
amount sufficient to pay principal of and interest, if any, on
the debt securities of such series to their maturity; and
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complying with other conditions, including delivery to the
trustee of an opinion of counsel or a ruling received from the
Internal Revenue Service to the effect that holders will not
recognize income, gain or loss for federal income tax purposes
as a result of our exercise of such right and will be subject to
federal income tax on the same amount and in the same manner and
at the same times as would have been the case otherwise, which
opinion of counsel is based upon a change in the applicable
federal tax law since the date such series of debt securities
are originally issued.
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Transfer
and Exchange
A holder will be able to transfer or exchange debt securities
only in accordance with the indenture. The registrar may require
a holder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and
fees required by law or permitted by the indenture.
Amendment,
Supplement and Waiver
Without the consent of any holder, we and the trustee may amend
or supplement the indenture, the debt securities or the
guarantees of debt securities to:
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cure any ambiguity, defect or inconsistency;
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create a series and establish its terms;
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provide for uncertificated debt securities in addition to or in
place of certificated debt securities;
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make any change that does not adversely affect the legal rights
of any holder; or
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delete a guarantor subsidiary which, in accordance with the
terms of the indenture, ceases to be liable on its guarantee of
debt securities.
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With the exceptions discussed below, we and the trustee may
amend or supplement the indenture, the debt securities or the
guarantees of a particular series with the consent of the
holders of at least a majority in principal amount of the debt
securities of such series then outstanding. In addition, the
holders of a majority in principal amount of the debt securities
of such series then outstanding may waive any existing default
under, or compliance with, any provision of the indenture
relating to a particular series of debt securities, other than
any event of default in payment of interest or principal. These
consents and waivers may be obtained in connection with a tender
offer or exchange offer for debt securities.
Without the consent of each holder affected, we and the trustee
may not:
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reduce the amount of debt securities of such series whose
holders must consent to an amendment, supplement or waiver;
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reduce the rate of or change the time for payment of interest;
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reduce the principal of or change the fixed maturity of any debt
security or alter the provisions with respect to redemptions or
mandatory offers to repurchase debt securities;
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make any debt security payable at a place or in money other than
that stated in the debt security;
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modify the ranking or priority of the debt securities or any
guarantee;
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release any guarantor from any of its obligations under its
guarantee or the indenture except in accordance with the
indenture; or
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waive a continuing default in the payment of principal of or
interest on the debt securities.
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The right of any holder to participate in any consent required
or sought pursuant to any provision of the indenture, and our
obligation to obtain any such consent otherwise required from
such holder, may be subject to the requirement that such holder
shall have been the holder of record of debt securities with
respect to which such consent is required or sought as of a date
identified by the trustee in a notice furnished to holders in
accordance with the indenture.
Concerning
the Trustee
In the ordinary course of its business, American Stock Transfer
and Trust Company, the trustee, provides, and may continue to
provide, service to us as transfer agent for our common stock
and trustee under indentures relating to our senior notes and
senior subordinated notes. The indenture contains, or will
contain, limitations on the rights of the trustee, should it
become our creditor, to obtain payment of claims in specified
cases or to realize on property received in respect of any such
claim as security or otherwise. The indenture permits, or will
permit, the trustee to engage in other transactions; however, if
it acquires any conflicting interest, it must eliminate such
conflict or resign.
The indenture provides, or will provide, that in case an event
of default occurs and is not cured, the trustee will be
required, in the exercise of its power, to use the degree of
care of a prudent person in similar circumstances in the conduct
of such persons own affairs. The trustee may refuse to
perform any duty or exercise any right or power under the
indenture, unless it receives indemnity satisfactory to it
against any loss, liability or expense.
Governing
Law
The laws of the State of New York govern, or will govern, the
indenture, the debt securities and the guarantees of the debt
securities.
DESCRIPTION
OF COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES
Our authorized capital stock is 1,000,000,000 shares of
common stock, $.01 par value, and 30,000,000 shares of
preferred stock, $.10 par value. At June 7, 2006,
312,857,403 shares of common stock and no shares of
preferred stock were outstanding.
Common
Stock
Holders of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of
stockholders. The vote of the holders of a majority of the stock
represented at a meeting at which a quorum is present is
generally required to take stockholder action, unless a greater
vote is required by law. The holders are not entitled to
cumulative voting in the election of directors. Directors are
elected by plurality vote. Accordingly, the holder or holders of
a majority of the outstanding shares of common stock will be
able to elect our entire board of directors.
Holders of common stock have no preemptive rights. They are
entitled to such dividends as may be declared by our board of
directors out of funds legally available for such purpose. The
common stock is not entitled to any sinking fund, redemption or
conversion provisions. On our liquidation, dissolution or
winding up, the holders of common stock are entitled to share
ratably in our net assets remaining after the payment of all
creditors and liquidation preferences of preferred stock, if
any. The outstanding shares of common stock are duly authorized,
validly issued, fully paid and nonassessable. There will be a
prospectus supplement relating to any offering of common stock
offered by this prospectus.
The transfer agent and registrar for the common stock is
American Stock Transfer & Trust Company, New York, New
York, which currently serves as trustee for our series of senior
notes and senior subordinated notes described in
Description of Debt
Securities Concerning the Trustee
and may also serve as trustee under other indentures for debt
securities offered by this prospectus.
The following provisions in our charter or bylaws may make a
takeover of our company more difficult:
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an article in our charter prohibiting stockholder action by
written consent;
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an article in our charter requiring the affirmative vote of the
holders of two-thirds of the outstanding shares of common stock
to remove a director;
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a bylaw limiting the persons who may call special meetings of
stockholders to our board of directors or a committee authorized
to call a meeting by the board or the bylaws; and
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bylaws providing time limitations for nominations for election
to the board of directors or for proposing matters which can be
acted upon at stockholders meetings.
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These provisions may delay stockholder actions with respect to
business combinations and the election of new members to our
board of directors. As such, the provisions could discourage
open market purchases of our common stock because a stockholder
who desires to participate in a business combination or elect a
new director may consider them disadvantageous. Additionally,
the issuance of preferred stock could delay or prevent a change
of control or other corporate action.
As a Delaware corporation, we are subject to Section 203 of
the Delaware General Corporation Law. In general,
Section 203 prevents an interested stockholder
from engaging in a business combination with us for
three years following the date that person became an interested
stockholder, unless:
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before that person became an interested stockholder, our board
of directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination;
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upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of our voting stock
outstanding at the time the transaction commenced, excluding
stock held by persons who are both directors and officers of our
corporation or by certain employee stock plans; or
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on or following the date on which that person became an
interested stockholder, the business combination is approved by
our board of directors and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least
662/3%
of our outstanding voting stock excluding shares held by the
interested stockholder.
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An interested stockholder is generally a person
owning 15% or more of our outstanding voting stock. A
business combination includes mergers, asset sales
and other transactions resulting in a financial benefit to the
interested stockholder.
Preferred
Stock
We may issue preferred stock in series with any rights and
preferences which may be authorized by our board of directors.
We will distribute a prospectus supplement with regard to each
particular series of preferred stock. Each prospectus supplement
will describe, as to the series of preferred stock to which it
relates:
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the title of the series of preferred stock;
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any limit upon the number of shares of the series of preferred
stock which may be issued;
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the preference, if any, to which holders of the series of
preferred stock will be entitled upon our liquidation;
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the date or dates on which we will be required or permitted to
redeem the preferred stock;
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the terms, if any, on which we or holders of the preferred stock
will have the option to cause the preferred stock to be redeemed
or purchased;
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the voting rights, if any, of the holders of the preferred stock;
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the dividends, if any, which will be payable with regard to the
series of preferred stock, which may be fixed dividends or
participating dividends and may be cumulative or non-cumulative;
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the right, if any, of holders of the preferred stock to convert
it into another class of our stock or securities, including
provisions intended to prevent dilution of those conversion
rights;
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any provisions by which we will be required or permitted to make
payments to a sinking fund to be used to redeem preferred stock
or a purchase fund to be used to purchase preferred
stock; and
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any other material terms of the preferred stock.
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Holders of shares of preferred stock will not have preemptive
rights.
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Depositary
Shares
General. We may, at our option, elect to offer
fractional shares of preferred stock, rather than full shares of
preferred stock. If we exercise this option, we will issue to
the public receipts for depositary shares, and each of these
depositary shares will represent a fraction (to be set forth in
the applicable prospectus supplement) of a share of a particular
series of preferred stock.
The shares of any series of preferred stock underlying the
depositary shares will be deposited under a deposit agreement
between us and a bank or trust company selected by us. The
depositary will have its principal office in the United States
and a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion, to the
applicable fraction of a share of preferred stock underlying
that depositary share, to all the rights and preferences of the
preferred stock underlying that depositary share. Those rights
include dividend, voting, redemption and liquidation rights.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts
will be distributed to those persons purchasing the fractional
shares of preferred stock underlying the depositary shares, in
accordance with the terms of the offering. Copies of the forms
of deposit agreement and depositary receipt will be filed as
exhibits to the registration statement. The following summary of
the deposit agreement, the depositary shares and the depositary
receipts is not complete. You should refer to the forms of the
deposit agreement and depositary receipts that will be filed
with the SEC in connection with the offering of the specific
depositary shares.
Pending the preparation of definitive engraved depositary
receipts, the depositary may, upon our written order, issue
temporary depositary receipts substantially identical to the
definitive depositary receipts but not in definitive form. These
temporary depositary receipts entitle their holders to all the
rights of definitive depositary receipts which are to be
prepared without unreasonable delay. Temporary depositary
receipts will then be exchangeable for definitive depositary
receipts at our expense.
Dividends and Other Distributions. The
depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to
the record holders of depositary shares relating to the
preferred stock in proportion to the number of depositary shares
owned by those holders.
If there is a distribution other than in cash, the depositary
will distribute property received by it to the record holders of
depositary shares that are entitled to receive the distribution,
unless the depositary determines that it is not feasible to make
the distribution. If this occurs, the depositary may, with our
approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Redemption of Depositary Shares. If a series
of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the
proceeds received by the depositary resulting from the
redemption, in whole or in part, of that series of preferred
stock held by the depositary. The redemption price per
depositary share will be equal to the applicable redemption
fraction of the redemption price per share payable with respect
to that series of the preferred stock. Whenever we redeem shares
of preferred stock that are held by the depositary, the
depositary will redeem, as of the same redemption date, the
number of depositary shares representing the shares of preferred
stock so redeemed. If fewer than all the depositary shares are
to be redeemed, the depositary shares to be redeemed will be
selected by lot or pro rata as may be determined by the
depositary.
Voting the Preferred Stock. Upon receipt of
notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the
information contained in such notice to the record holders of
the depositary shares underlying the preferred stock. Each
record holder of the depositary shares on the record date, which
will be the same date as the record date for the preferred
stock, will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the amount of the
preferred stock represented by the holders depositary
shares. The depositary will then try, as far as practicable, to
vote the number of shares of preferred stock underlying those
depositary shares in accordance with such instructions. We will
agree to take all actions which may be deemed necessary by the
depositary to enable the depositary to do so. The depositary
will not vote the shares of preferred stock to the extent it
does not receive specific instructions from the holders of
depositary shares underlying the preferred stock.
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Amendment and Termination of the Depositary
Agreement. The form of depositary receipt
evidencing the depositary shares and any provision of the
deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which
materially and adversely alters the rights of the holders of
depositary shares will not be effective unless the amendment has
been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be
terminated by us or by the depositary only if (a) all
outstanding depositary shares have been redeemed or
(b) there has been a final distribution of the underlying
preferred stock in connection with our liquidation, dissolution
or winding up and the preferred stock has been distributed to
the holders of depositary receipts.
Charges of Depositary. We will pay all
transfer and other taxes and governmental charges arising solely
from the existence of the depositary arrangements. We will also
pay charges of the depositary in connection with the initial
deposit of the preferred stock and any redemption of the
preferred stock. Holders of depositary receipts will pay other
transfer and other taxes and governmental charges and those
other charges, including a fee for the withdrawal of shares of
preferred stock upon surrender of depositary receipts, as are
expressly provided in the deposit agreement to be for their
accounts.
Miscellaneous. The depositary will forward to
holders of depositary receipts all reports and communications
from us that we deliver to the depositary and that we are
required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if either of us is
prevented or delayed by law or any circumstance beyond our
control in performing our respective obligations under the
deposit agreement. Our obligations and those of the depositary
will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither we nor the
depositary will be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or
accountants, or upon information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or
other persons believed to be competent and on documents believed
to be genuine.
Resignation and Removal of Depositary. The
depositary may resign at any time by delivering notice to us of
its election to resign. We may remove the depositary at any
time. Any resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and
surplus of at least $50,000,000.
DESCRIPTION
OF WARRANTS
We may issue warrants for the purchase of debt securities,
preferred stock, common stock, or units of two or more of these
types of securities. Each series of warrants will be issued
under a separate warrant agreement to be entered into between us
and a bank or trust company, as warrant agent. The warrant agent
will act solely as our agent in connection with the warrants and
will not assume any obligation or relationship of agency or
trust for or with any registered holders of warrants or
beneficial owners of warrants.
We will distribute a prospectus supplement with regard to each
issue of warrants. Each prospectus supplement will describe:
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in the case of warrants to purchase debt securities, the
designation, aggregate principal amount, currencies,
denominations and terms of the series of debt securities
purchasable upon exercise of the warrants and the price at which
you may purchase the debt securities upon exercise;
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in the case of warrants to purchase preferred stock, the
designation, number of shares, stated value and terms, such as
liquidation, dividend, conversion and voting rights, of the
series of preferred stock purchasable upon exercise of the
warrants and the price at which you may purchase such number of
shares of preferred stock of such series upon such exercise;
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in the case of warrants to purchase common stock, the number of
shares of common stock purchasable upon the exercise of the
warrants and the price at which you may purchase such number of
shares of common stock upon such exercise;
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the period during which you may exercise the warrants;
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any provision adjusting the securities that may be purchased on
exercise of the warrants, and the exercise price of the
warrants, to prevent dilution or otherwise;
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the place or places where warrants can be presented for exercise
or for registration of transfer or exchange; and
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any other material terms of the warrants.
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Warrants for the purchase of preferred stock and common stock
will be offered and exercisable for U.S. dollars only.
Warrants will be issued in registered form only. The exercise
price for warrants will be subject to adjustment as described in
the applicable prospectus supplement.
Prior to the exercise of any warrants to purchase debt
securities, preferred stock or common stock, holders of the
warrants will not have any of the rights of holders of the debt
securities, preferred stock or common stock purchasable upon
exercise, including:
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in the case of warrants for the purchase of debt securities, the
right to receive payments of principal of, any premium or
interest on the debt securities purchasable upon exercise or to
enforce covenants in the applicable indenture; or
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in the case of warrants for the purchase of preferred stock or
common stock, the right to vote or to receive any payments of
dividends on the preferred stock or common stock purchasable
upon exercise.
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DESCRIPTION
OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts
obligating holders to purchase from us, and obligating us to
sell to the holders, a specified number of shares of common
stock at a future date or dates. The consideration per share of
common stock may be fixed at the time stock purchase contracts
are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts. The stock
purchase contracts may be issued separately, or as part of stock
purchase units consisting of a stock purchase contract and debt
securities, trust preferred securities or debt obligations of
third parties, including U.S. treasury securities, securing
the holders obligations to purchase the common stock under
the stock purchase contracts. The stock purchase contracts may
require us to make periodic payments to the holders of the stock
purchase units or vice versa, and such payments may be unsecured
or prefunded on some basis. The stock purchase contracts may
require holders to secure their obligations thereunder in a
specified manner.
The applicable prospectus supplement will describe the terms of
any stock purchase contracts or stock purchase units. The
description in the prospectus supplement will not necessarily be
complete, and reference will be made to the stock purchase
contract, and, if applicable, collateral or depositary
arrangements, relating to such stock purchase contracts or stock
purchase units. Material United States federal income tax
considerations applicable to the stock purchase units and the
stock purchase contracts will be discussed in the related
prospectus supplement.
DESCRIPTION
OF UNITS
As specified in the applicable prospectus supplement, units will
consist of one or more stock purchase contracts, warrants, debt
securities, debt securities guarantees, trust preferred
securities, guarantees of trust preferred securities, preferred
stock, common stock, or any combination thereof. You should
refer to the applicable prospectus supplement for:
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all terms of the units and of the stock purchase contracts,
warrants, debt securities, debt securities guarantees, trust
preferred securities, guarantees of trust preferred securities,
shares of preferred stock or shares of common stock or any
combination thereof comprising the units, including whether and
under what circumstances the securities comprising the units may
or may not be traded separately;
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a description of the terms of any unit agreement governing the
units; and
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a description of the provisions for the payment, settlement,
transfer or exchange of the units.
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DESCRIPTION
OF TRUST PREFERRED SECURITIES
Description
of Trust Securities
Each trust may issue only one series of trust preferred
securities having terms described in its related prospectus
supplement. Each trust agreement will be qualified as an
indenture under the Trust Indenture Act and will contain the
terms of the trust preferred securities. The property trustee
will act as indenture trustee for purposes of the Trust
Indenture Act.
We will set forth the terms of the trust preferred securities,
including distributions, redemption, voting, liquidation rights
and such other preferred, deferred or other special rights or
restrictions, in the trust agreement. In addition, the Trust
Indenture Act automatically makes some terms a part of the trust
agreement. The terms of the trust preferred securities will
correspond to the terms of the subordinated trust debt
securities held by the trust and described in the related
prospectus supplement.
The prospectus supplement relating to the trust preferred
securities of a trust will include the specific terms of the
series of trust preferred securities being issued, including:
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the distinctive designation of the trust preferred securities;
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the number of trust preferred securities issuable by the trust;
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the annual distribution rate, or method of determining such
rate, for trust preferred securities and the date or dates upon
which such distributions will be payable and the record date or
dates for the payment of such distributions;
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whether distributions on trust preferred securities will be
cumulative, and, in the case of trust preferred securities
having such cumulative distribution rights, the date or dates or
method of determining the date or dates from which distributions
on trust preferred securities will be cumulative;
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the amount or amounts which will be paid out of the assets of
the trust to the holders of trust preferred securities upon
voluntary or involuntary dissolution,
winding-up
or termination of the trust;
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the obligation or right, if any, of the trust to purchase or
redeem trust preferred securities and the price or prices at
which, the period or periods within which, and the terms and
conditions upon which trust preferred securities will be
purchased or redeemed, in whole or in part, pursuant to such
obligation or right;
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the voting rights, if any, of holders of trust preferred
securities in addition to those required by law, including the
number of votes per trust preferred security and any requirement
for approval by the holders of such trust preferred securities,
or of trust preferred securities issued by other trusts, or
both, as a condition to specified action or amendments to the
trust agreement;
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the terms for any conversion or exchange into other securities;
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the terms and conditions, if any, upon which the subordinated
trust debt securities owned by the trust may be distributed to
holders of trust preferred securities;
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if applicable, any securities exchange upon which the trust
preferred securities will be listed; and
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any other relevant rights, preferences, privileges, limitations
or restrictions of trust preferred securities not inconsistent
with the trust agreement or with applicable law.
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We will guarantee distributions on trust preferred securities to
the extent set forth below under Description of
Trust Guarantees. We will describe material United
States federal income tax considerations applicable to trust
preferred securities in a prospectus supplement relating to the
trust preferred securities.
Each trust will issue a series of trust common securities in
connection with the issuance of trust preferred securities.
Except for voting rights, the terms of trust common securities
will be substantially identical to the terms of trust preferred
securities. Trust common securities will rank equally with trust
preferred securities except that, upon an event of default under
the trust agreement, the rights of holders of trust common
securities to payments will
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be subordinated to the rights of holders of trust preferred
securities. The trust common securities will also carry the
right to vote to appoint, remove or replace any trustee of the
trust. We will own all of the trust common securities.
Enforcement
of Certain Rights by Holders of Trust Preferred
Securities
If an event of default as defined in the applicable trust
agreement occurs and is continuing, then the holders of trust
preferred securities of such trust would rely on the enforcement
by the property trustee of its rights as a holder of the
applicable series of subordinated trust debt securities against
us. In addition, so long as their directions do not conflict
with any rule of law or with such trust agreement, and could not
involve such property trustee in personal liability in
circumstances where reasonable indemnity would not be adequate,
the holders of a majority in aggregate liquidation amount of
trust preferred securities of such trust may direct the property
trustee as to:
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the time, method and place of conducting any proceeding for any
remedy available to such property trustee;
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the exercise of any trust or power conferred upon such property
trustee under such trust agreement; and
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the exercise of the remedies available to the property trustee
as a holder of subordinated trust debt securities.
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If such property trustee fails to enforce its rights under the
subordinated trust debt securities held by such trust, a holder
of trust preferred securities of such trust may, to the extent
permitted by law, institute a legal proceeding directly against
us to enforce such property trustees rights under such
trust agreement. In such case, the holder would not be required
to institute a legal proceeding against the property trustee,
the trust or any other person. In no event will such holder be
permitted or authorized to affect, disturb or prejudice the
rights of any other holder or to obtain or to seek to obtain
priority or preference over any other holder or to enforce any
right under such trust agreement, except in the manner described
in the trust agreement and for the equal and ratable benefit of
all such holders. Notwithstanding the foregoing, a holder of
trust preferred securities of such trust may institute a
proceeding directly against us for enforcement of payment to
such holder of the principal of or interest on the subordinated
trust debt securities held by such trust having a principal
amount equal to the aggregate stated liquidation amount of such
trust preferred securities held by such holder, on or after the
due dates specified or provided for in such subordinated trust
debt securities. In such case, the holder would not be required
to institute a legal proceeding against the property trustee,
the trust or any other person. In connection with such
proceeding, we will be subrogated to the rights of such holder
under the trust agreement to the extent of any payment made by
us to such holder.
Description
of Trust Guarantees
The following is a summary of information concerning the
guarantees of the trust preferred securities of each trust,
which we refer to as the trust guarantees. We will execute each
trust guarantee for the benefit of holders of trust preferred
securities. We will qualify each trust guarantee as an indenture
under the Trust Indenture Act. We will identify the trust
guarantee trustee for purposes of the Trust Indenture Act in a
prospectus supplement with respect to the trust preferred
securities.
The following summary does not purport to be complete and is
subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the form of trust guarantee,
which has been or will be filed as an exhibit to the
registration statement of which this prospectus forms a part.
The trust guarantee will be held by the trust guarantee trustee
for the benefit of holders of trust preferred securities.
General
To the extent set forth in the trust guarantee, we will agree to
pay in full the guarantee payments, described below, without
duplication of amounts theretofore paid by or on behalf of the
trust, as and when due regardless of any defense, right of set
off or counter-claim which we may have. With respect to trust
preferred securities issued by a trust, we will pay in full the
following payments or distributions as guarantee payments to the
extent the trust fails to pay or make such guarantee payments:
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any accrued and unpaid distributions on trust preferred
securities, to the extent such trust has funds legally and
immediately available therefor;
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the redemption price, to the extent such trust has funds legally
and immediately available therefor with respect to trust
preferred securities called for redemption; and
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upon voluntary or involuntary dissolution, winding up or
termination of such trust, other than in connection with the
distribution of subordinated trust debt securities to holders of
trust preferred securities or the redemption of all trust
preferred securities, the lesser of:
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the aggregate of the liquidation amount and all accrued and
unpaid distributions on such trust preferred securities to the
date of payment, to the extent such trust has funds legally and
immediately available therefor, and
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the amount of assets of the trust remaining available for
distribution to holders of trust preferred securities in
liquidation of the trust.
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We will determine the redemption price and liquidation amount at
the time the trust preferred securities are issued. We may
satisfy our obligation to make a guarantee payment by direct
payment of the required amounts to the holders of such trust
preferred securities or by causing the trust to pay such amounts
to such holders.
Each trust guarantee will not apply to any payment or
distribution except to the extent the applicable trust has funds
legally available for such payment or distribution. If we do not
make interest payments on the subordinated trust debt securities
purchased by a trust, such trust will not pay distributions on
such trust preferred securities issued by such trust and will
not have funds legally available. The trust guarantee, when
taken together with our obligations under the subordinated trust
debt securities, the applicable indenture and the trust
agreement, including our obligation to pay costs, expenses,
debt, and liabilities of such trust, other than with respect to
the trust securities, will be a full and unconditional
guarantee, on a subordinated basis, by us of payments due on the
trust preferred securities from the time of issuance.
Amendment
of Trust Guarantee; Assignment
Except for changes which do not materially adversely affect the
rights of holders of trust preferred securities, each trust
guarantee may be amended only with the approval of a majority in
liquidation amount of trust preferred securities issued by the
applicable trust. The manner of obtaining any such approval will
be as set forth in the applicable trust agreement. The trust
guarantee will bind the successors, assigns, receivers, trustees
and representatives of us and continue to benefit the trust
guarantee trustee and holders of trust preferred securities.
Except in connection with a consolidation, merger, conveyance,
transfer or lease involving us, permitted under the applicable
indenture, we may not assign our rights or delegate our
obligations under the trust guarantee.
Termination
of the Trust Guarantee
Each trust guarantee will terminate as to the trust preferred
securities issued by the applicable trust:
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upon full payment of the redemption price of all trust preferred
securities of such trust;
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upon distribution of subordinated trust debt securities held by
such trust to the holders of and in exchange for trust preferred
securities; or
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upon full payment of amounts payable in accordance with the
trust agreement upon liquidation of such trust.
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The trust guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of
trust preferred securities must repay any sums paid to them
under the trust preferred securities or trust guarantee.
Events
of Default
An event of default under a trust guarantee will occur if we
fail to make the payments required by the trust guarantee.
The holders of a majority in liquidation amount of trust
preferred securities relating to such trust guarantee have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to such trust guarantee
trustee or to direct the exercise of any trust or power
conferred upon such trust guarantee trustee
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under the trust guarantee. If the trust guarantee trustee fails
to enforce such trust guarantee, any holder of record of trust
preferred securities relating to such trust preferred guarantee
may institute a legal proceeding directly against us to enforce
the trust guarantee trustees rights, without first
instituting any other legal proceeding.
Status
of Trust Guarantee
The trust guarantee will constitute our unsecured obligation and
will rank:
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subordinate and junior in right of payment to all of our other
liabilities, including the subordinated trust debt securities,
except those made equal or subordinate by their terms;
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equal with the most senior preferred stock which may now or
hereafter be issued or guaranteed by us; and
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senior to our common stock.
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The terms of the trust preferred securities will provide that
each holder of trust preferred securities issued by such trust,
by acceptance thereof, agrees to the subordination provisions
and other terms of the related trust guarantee. Each trust
guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a
legal proceeding directly against the guarantor to enforce its
rights under such trust guarantee without instituting a legal
proceeding against any other person or entity. Each trust
guarantee will be deposited with the applicable trust guarantee
trustee to be held for the benefit of the holders of such trust
preferred securities. Except as otherwise noted herein, the
trust guarantee trustee has the right to enforce the trust
guarantee on behalf of the holders of the related trust
preferred securities. Except as described under
Termination of the Trust Guarantee above, the
trust guarantee will not be discharged except by payment of the
guarantee payments in full without duplication of amounts
theretofore paid by the trust.
Information
Concerning Trust Guarantee Trustee
The trust guarantee trustee, prior to the occurrence of a
default with respect to the trust guarantee and after the curing
of all such defaults that may have occurred, will undertake to
perform only such duties as are specifically set forth in the
trust guarantee and, during the continuance of any default, will
exercise the same degree of care as a prudent individual would
exercise in the conduct of such individuals own affairs.
Subject to such provisions, the trust guarantee trustee will be
under no obligation to exercise any of the powers vested in it
by the trust guarantee at the request of any holder of trust
preferred securities, unless offered reasonable indemnity
against the costs, expenses and liabilities which might be
incurred thereby. However, in any event, the trust guarantee
trustee must exercise the rights and powers vested in it by such
trust guarantee upon the occurrence of an event of default under
such trust guarantee. The trust guarantee trustee also serves as
property trustee.
Governing
Law
The trust guarantee will be governed by the laws of the State of
New York.
Agreement
as to Expenses and Liabilities
As will be required by the trust agreement, we will enter into
an agreement in which we irrevocably and unconditionally
guarantee to each person or entity to whom the trust becomes
indebted or liable the full payment of any indebtedness,
expenses or liabilities of the trust. This separate agreement as
to expenses and liabilities does not include obligations of the
trust to pay to the holders of the related trust securities or
other similar interests in the trust the amounts due such
holders pursuant to the terms of such trust securities or such
other similar interests, as the case may be.
Additional
Description of Subordinated Trust Debt Securities Issued to
the Trusts
Set forth below is a description of the terms of the
subordinated trust debt securities which each trust will hold as
trust assets. The subordinated trust debt securities may be
issued from time to time in one or more series under an
indenture between us and an indenture trustee, qualified to act
as such under the Trust Indenture Act and appointed in a
supplemental indenture with respect to a particular series. We
will identify the indenture trustee for purposes of
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the Trust Indenture Act in a prospectus supplement with respect
to the trust preferred securities. We will qualify each
subordinated trust debt securities indenture as an indenture
under the Trust Indenture Act. The following description does
not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the applicable indenture and
supplements creating and governing the subordinated trust debt
securities, which have been or will be filed as exhibits to the
registration statement of which this prospectus forms a part.
The terms of the subordinated trust debt securities will include
those stated in the indenture and the related supplemental
indenture and those made a part of the indenture by reference to
the Trust Indenture Act.
Upon a dissolution of a trust, the property trustee, following
satisfaction of liabilities to creditors of the trust in
accordance with the provisions of applicable law, may distribute
the subordinated trust debt securities held by such trust to the
holders of trust securities in liquidation of such trust.
If the property trustee distributes any subordinated trust debt
securities to holders of trust preferred securities, we will use
our best efforts to have such subordinated trust debt securities
traded on the same stock exchange, if any, as the related trust
preferred securities are traded.
General
Subordinated trust debt securities will be issued in a principal
amount equal to the aggregate stated liquidation amount of trust
preferred securities, plus our investment in trust common
securities.
The entire principal amount of the subordinated trust debt
securities held by each trust will mature and become due and
payable, together with any accrued and unpaid interest thereon,
including additional interest, if any, on the date set forth in
the applicable prospectus supplement.
If subordinated trust debt securities held by a trust are
distributed to holders of trust preferred securities of such
trust in liquidation of such holders interests in such
trust, such subordinated trust debt securities will initially be
issued as a global security. Under certain limited
circumstances, subordinated trust debt securities may be issued
in certificated form in exchange for a global security. In the
event subordinated trust debt securities are issued in
certificated form, such subordinated trust debt securities will
be in denominations as specified in the applicable prospectus
supplement and integral multiples thereof and may be transferred
or exchanged at the offices described therein. We will make
payments on subordinated trust debt securities issued as a
global security to the depositary for the subordinated trust
debt securities. In the event subordinated trust debt securities
are issued in certificated form, principal and interest will be
payable, the transfer of the subordinated trust debt securities
will be registrable and subordinated trust debt securities will
be exchangeable for subordinated trust debt securities of other
denominations of a like aggregate principal amount at the
corporate trust office of the indenture trustee in New York, New
York. In such an event, however, at our option, we may pay
interest by check mailed to the address of the persons entitled
thereto.
Certain
Covenants
We will covenant, as long as trust preferred securities of a
trust remain outstanding:
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to maintain 100% ownership of trust common securities of such
trust;
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not to cause such trust to terminate, except in connection with
a distribution of subordinated trust debt securities; and
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to use our reasonable efforts to cause such trust:
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to remain a statutory business trust, except in connection with
the distribution of subordinated trust debt securities held by
such trust to the holders of trust securities in liquidation of
such trust, the redemption of all trust securities, or certain
mergers, consolidations or amalgamations, each as permitted by
the trust agreement, and
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to otherwise continue to be classified as a grantor trust for
United States federal income tax purposes.
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Optional
Redemption
We will have the right to redeem the subordinated trust debt
securities, in whole or in part, from time to time, without
premium or penalty, on or after the date set forth in the
applicable prospectus supplement, upon not less than 30 or more
than 60 days notice, at a redemption price equal to a
premium on the principal amount to be redeemed plus any accrued
and unpaid interest, including additional interest, if any, to
the redemption date, as specified in the applicable prospectus
supplement. If a partial redemption of the trust preferred
securities resulting from a partial redemption of the
subordinated trust debt securities held by a trust would result
in the delisting of the trust preferred securities of such
trust, we may only redeem such subordinated trust debt
securities held by such trust in whole. In addition, if a change
in tax or securities laws occurs that adversely affects
specified tax or securities characteristics of the trust, upon
not less than 30 or more than 60 days notice, within
90 days after the occurrence of such event and subject to
the terms and conditions of the subordinated indenture, we may
redeem such subordinated trust debt securities, in whole, at a
price equal to 100% of the principal amount to be redeemed plus
any accrued but unpaid interest, including additional interest,
if any, to the redemption date. In the event of redemption of
such subordinated trust debt securities in part only, we will
issue new subordinated trust debt securities for the unredeemed
portion in the name or names of the holders who surrender their
unredeemed subordinated trust debt securities.
Interest
Each subordinated trust debt security will bear interest at the
rate set forth in the applicable prospectus supplement from the
original date of issuance, payable quarterly in arrears on the
interest payment dates which will be specified in the prospectus
supplement, to the person in whose name such subordinated trust
debt security is registered, subject to specified exceptions, on
the record date specified in the applicable prospectus
supplement.
The amount of interest payable for any period will be computed
on the basis of a
360-day year
of twelve
30-day
months. In the event that any date on which interest is payable
on the subordinated trust debt securities is not a business day,
then we will pay the interest payable on such date on the next
succeeding day which is a business day, and without any interest
or other payment in respect of any such delay, except that, if
such business day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding business day,
in each case with the same force and effect as if made on such
date.
Option
To Extend Interest Payment Period
Except to the extent set forth in the applicable prospectus
supplement, we will have the right at any time to defer payments
of interest on subordinated trust debt securities by extending
the interest payment period for up to 20 consecutive quarters.
At the end of such an extension period, we will pay all interest
then accrued and unpaid, including any additional interest,
together with interest thereon at the rate specified and to the
extent permitted by applicable law. We will covenant in the
applicable indenture for the benefit of the holders of a series
of subordinated trust debt securities, that, subject to the next
succeeding sentence:
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we will not declare or pay any dividend on, or make any
distributions with respect to, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of our capital
stock; and
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we will not make any payment of interest, principal or premium,
if any, on or repay, repurchase or redeem any debt securities
(including guarantees other than the trust guarantee) issued by
us which rank junior to the applicable series of subordinated
trust debt securities:
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if at such time we will have given notice of our election to
extend an interest payment period for a series of subordinated
trust debt securities and such extension shall be
continuing, or
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if at such time an event of default with respect to a series of
subordinated trust debt securities will have occurred and be
continuing.
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The preceding sentence, however, shall not restrict:
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any of the actions described in the preceding sentence resulting
from any reclassification of our capital stock or the exchange
or conversion of one class or series of our capital stock for
another class or series of our capital stock;
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repurchases, redemptions or other acquisitions of shares of our
capital stock in connection with any employment contract,
benefit plan or other similar arrangement with or for the
benefit of employees, officers or directors or a stock purchase
and dividend reinvestment plan;
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dividends or distributions in our capital stock; or
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the purchase of fractional interests in shares of our capital
stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged.
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Prior to the termination of any such extension period for a
series of subordinated trust debt securities, we may further
defer payments of interest on such subordinated trust debt
securities, by extending the interest payment period, provided
that such extension period together with all such previous and
further extensions thereof for such series of subordinated trust
debt securities may not exceed 20 consecutive quarters or extend
beyond the maturity of such series of subordinated trust debt
securities.
Upon the termination of any extension period for a series of
subordinated trust debt securities, and the payment of all
accrued and unpaid interest on the subordinated trust debt
securities then due, we may select a new extension period for
such series of subordinated trust debt securities, as if no
extension period had previously been declared, subject to the
above requirements. We will not be required to pay interest on a
series of subordinated trust debt securities during an extension
period until the end thereof.
If the property trustee is the sole holder of the subordinated
trust debt securities, we will give the administrative trustees
and the property trustee notice of our selection of such
extension period for such series of subordinated trust debt
securities one business day prior to the earlier of (1) the
next succeeding date on which distributions on the related trust
preferred securities are payable or (2) the date a trust is
required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of such
trust preferred securities on the record date or the date such
distribution is payable, but in any event not less than one
business day prior to such record date. The administrative
trustees shall give notice of our selection of such extension
period to the holders of such trust preferred securities. If the
property trustee is not the sole holder of a series of
subordinated trust debt securities, we will give the holders of
such subordinated trust debt securities notice of our selection
of such extension period ten business days prior to the earlier
of (1) the interest payment date or (2) the date we
are required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of
such subordinated trust debt securities, but in any event at
least two business days before such record date.
We have no present intention to defer interest payments.
Additional
Interest
If a trust is required to pay any taxes, duties, assessments or
other governmental charges, other than withholding taxes,
imposed by the United States, or any other taxing authority, we
will pay as additional interest such additional amounts as shall
be required so that the net amounts received and retained by a
trust after paying any such charges will be equal to the amount
such trust would have received had no such charge been imposed.
Events
of Default Under Applicable Indenture
We will define an event of default with respect to any series of
subordinated trust debt securities in the indenture or
applicable supplemental indenture. An event of default may
include:
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our default in payment of the principal of or premium, if any,
on any of the subordinated trust debt securities of such series;
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default for 30 days in payment of any installment of
interest, including additional interest, on any subordinated
trust debt security of such series beyond a valid extension;
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default by us for 60 days after notice in the observance or
performance of any other covenants in the indenture or
applicable supplemental indenture relating to such
series; and
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voluntary or involuntary dissolution, winding up, termination,
bankruptcy, insolvency or reorganization of a trust, except in
connection with:
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27
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the distribution of subordinated trust debt securities to
holders of trust securities in liquidation of a trust,
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the redemption of all outstanding trust securities of such
trust, or
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mergers or consolidations permitted by the trust agreement.
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The holders of not less than a majority in aggregate principal
amount of subordinated trust debt securities may waive any past
default, except (1) a default in payment of principal,
premium, interest or additional interest, unless such default
has been cured and a sum sufficient to pay all installments due
otherwise than by acceleration has been deposited with the
subordinated debt security trustee, or (2) a default in a
covenant or provision which under the applicable indenture may
not be modified or amended without the consent of each holder of
a subordinated trust debt security. The holders of trust
preferred securities in certain circumstances have the right to
direct the property trustee to exercise its rights as holder of
subordinated debt securities.
Payment
and Paying Agents
Payment of principal and premium, if any, on subordinated trust
debt securities will be made only if the holder of subordinated
trust debt securities surrenders them to the paying agent of the
subordinated trust debt securities.
Principal of and any premium and interest, if any, on
subordinated trust debt securities will be payable, subject to
any applicable laws and regulations, at the office of such
paying agent or paying agents as we may designate from time to
time pursuant to the subordinated trust debt security indenture.
Payment of interest on the subordinated trust debt securities on
any interest payment date will be made to the person in whose
name the subordinated trust debt security is registered at the
close of business on the regular record date for such interest
payment.
The indenture trustee will act as paying agent with respect to
the subordinated trust debt securities. We may at any time
designate additional paying agents or rescind the designation of
any paying agent or approve a change in the office through which
any paying agent acts, except that we will be required to
maintain a paying agent at the place of payment.
Consolidation,
Merger and Sale
The applicable indenture will provide that we will be permitted
to consolidate with, or sell or convey all or substantially all
of our assets to, or merge with or into, any other entity
provided that:
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either we shall be the continuing entity, or the successor
entity formed by or resulting from any such consolidation or
merger or which shall have received the transfer of such assets
shall expressly assume our obligations under the trust guarantee
and the payment of the principal of, and premium, if any, and
interest on all of the subordinated trust debt securities and
the due and punctual performance and observance of all of the
covenants and conditions contained in the applicable indenture;
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immediately after giving effect to such transaction and treating
any indebtedness that becomes an obligation of ours or any
subsidiary as a result thereof as having been incurred by us or
such subsidiary at the time of such transaction, no event of
default under the applicable indenture or the trust guarantee,
and no event which, after notice or the lapse of time, or both,
would become such an event of default, shall have occurred and
be continuing; and
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an officers certificate and legal opinion covering such
conditions shall be delivered to the indenture trustee.
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The indenture will not otherwise contain any covenant which
restricts our ability to merge or consolidate with or into any
other person, sell or convey all or substantially all of our
assets to any person or otherwise engage in restructuring
transactions.
Information
Concerning Indenture Trustee for the Subordinated
Trust Debt Securities
The indenture trustee for the subordinated trust debt
securities, prior to default and after the curing of all
defaults, if any, will undertake to perform only such duties as
will be specifically set forth in the applicable indenture and,
after a default that has not been cured or waived, will exercise
the same degree of care as a prudent individual would exercise
in the conduct of his or her own affairs. Subject to such
provision, the indenture trustee
28
will be under no obligation to exercise any of the powers vested
in it by the indenture at the request of any holder of
subordinated trust debt securities, unless offered reasonable
indemnity by such holder against the costs, expenses and
liabilities which might be incurred thereby. However, the
foregoing will not relieve the indenture trustee, upon the
occurrence of an indenture event of default, from exercising the
rights and powers vested in it by the indenture. The indenture
trustee will not be required to expend or risk its own funds or
otherwise incur personal financial liability in the performance
of its duties if the indenture trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.
Miscellaneous
We will have the right at all times to assign any of our rights
or obligations under the indenture to a direct or indirect
wholly-owned subsidiary of ours. However, in the event of any
such assignment, we will remain liable for all of such
obligations under the indenture. Subject to the foregoing, the
indenture will be binding upon and inure to the benefit of the
parties thereto and their respective successors and assigns. The
indenture will provide that it may not otherwise be assigned by
the parties thereto.
Effect of
Obligations under Subordinated Trust Debt Securities and
Trust Guarantee
As long as payments are made when due on subordinated trust debt
securities, the trust will have sufficient funds to be able to
make all appropriate payments on trust securities. This is
primarily because:
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the aggregate principal amount of the subordinated debt
securities will be equal to the sum of the aggregate stated
liquidation amount of such trust securities;
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the interest rate and interest and other payment dates on the
subordinated trust debt securities will match the distribution
rate and distribution and other payment dates for the trust
securities;
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we will pay for all costs and expenses of each trust; and
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the trust agreement will provide that the trustees may not cause
or permit the trust to, among other things, engage in any
activity that is not consistent with the purposes of the trust.
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We will guarantee payments of distributions and other payments
due on the trust preferred securities, to the extent funds are
available therefor and to the extent set forth under
Description of Trust Guarantees. If we do not
make interest payments on subordinated trust debt securities, it
is expected that the trust will not have sufficient funds to pay
distributions on its trust preferred securities. The trust
guarantee is a full and unconditional guarantee, but does not
apply to any payment unless the trust has sufficient funds for
such payment.
If we fail to make payments on subordinated trust debt
securities when due, taking into account any extension period,
the trust agreement will provide a mechanism whereby holders of
trust preferred securities may direct the property trustee to
enforce its rights, including proceeding directly against us. If
the property trustee fails to enforce its rights, a holder of
trust preferred securities may sue us directly to enforce those
rights, without first instituting legal proceedings against the
trust, the property trustee or any other person or entity.
If we fail to make payments under the trust guarantee, the trust
guarantee provides a mechanism whereby the holders of trust
preferred securities may direct the trust guarantee trustee to
enforce its rights. If the trust guarantee trustee fails to
enforce its rights, any holder of trust preferred securities may
institute a legal proceeding against us directly to enforce
those rights without first instituting legal proceedings against
the trust, the trust guarantee trustee or any other person or
entity.
Pursuant to an agreement as to expenses and liabilities to be
entered into by us under the trust agreement, we will
irrevocably and unconditionally guarantee to each person or
entity to whom the trust becomes indebted or liable the full
payment of any indebtedness, expenses or liabilities of the
trust other than obligations of the trust to pay to the holders
of the related trust securities or other similar interests in
the trust the amounts due such holders pursuant to the terms of
such trust securities or such other similar interests, as the
case may be.
The above mechanisms and obligations, taken together, are
equivalent to a full and unconditional guarantee by us of
payments due on trust preferred securities to the extent of
funds available to the trust.
29
PLAN OF
DISTRIBUTION
Any of the securities being offered by this prospectus may be
sold:
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through agents;
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to or through underwriters;
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through dealers;
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directly by us to purchasers; or
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through a combination of any such methods of sale.
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The securities may be sold at a fixed price or prices which may
be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. The distribution of securities may be effected from time
to time in one or more transactions by means of one or more of
the following transactions, which may include cross or block
trades:
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transactions on the New York Stock Exchange or any other
organized market where the securities may be traded;
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in the
over-the-counter
market;
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in negotiated transactions;
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through put or call option transactions relating to the
securities;
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under delayed delivery contracts or other contractual
commitments; or
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a combination of such methods of sale.
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Agents designated by us from time to time may solicit offers to
purchase the securities. We will name any such agent involved in
the offer or sale of the securities and set forth any
commissions payable by us to such agent in the prospectus
supplement. Unless otherwise indicated in the prospectus
supplement, any such agent will be acting on a best efforts
basis for the period of its appointment. Any such agent may be
deemed to be an underwriter, as that term is defined in the
Securities Act, of the securities.
If underwriters are used in the sale of securities, securities
will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions.
Securities may be offered to the public either through
underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as
underwriters. If an underwriter or underwriters are used in the
sale of securities, we will execute an underwriting agreement
with such underwriter or underwriters at the time an agreement
for such sale is reached. We will set forth in the prospectus
supplement the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms
of the transactions, including compensation of the underwriters
and dealers. Such compensation may be in the form of discounts,
concessions or commissions. Underwriters and others
participating in any offering of securities may engage in
transactions that stabilize, maintain or otherwise affect the
price of such securities. We will describe any such activities
in the prospectus supplement. We may elect to list any class or
series of securities on any exchange, but we are not currently
obligated to do so. It is possible that one or more
underwriters, if any, may make a market in a class or series of
securities, but the underwriters will not be obligated to do so
and may discontinue any market making at any time without
notice. We cannot give any assurance as to the liquidity of the
trading market for any of the securities we may offer.
If a dealer is used in the sale of the securities, we or an
underwriter will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the
public at varying prices to be determined by such dealer at the
time of resale. The prospectus supplement may set forth the name
of the dealer and the terms of the transactions.
We may directly solicit offers to purchase the securities, and
we may sell directly to institutional investors or others. These
persons may be deemed to be underwriters within the meaning of
the Securities Act with respect to
30
any resale of the securities. The prospectus supplement will
describe the terms of any such sales, including the terms of any
bidding, auction or other process, if utilized.
Agents, underwriters and dealers may be entitled under
agreements which may be entered into with us to indemnification
by us against specified liabilities, including liabilities under
the Securities Act, or to contribution by us to payments they
may be required to make in respect of such liabilities. The
prospectus supplement will describe the terms and conditions of
such indemnification or contribution. Some of the agents,
underwriters or dealers, or their affiliates may be customers of
ours, or engage in transactions with or perform services for us
and our subsidiaries in the ordinary course of business.
LEGAL
MATTERS
Gibson, Dunn & Crutcher LLP, Dallas, Texas, has
rendered an opinion with respect to the validity of the
securities being offered by this prospectus, other than with
respect to trust preferred securities. We have filed the opinion
as an exhibit to the registration statement of which this
prospectus is a part. Morris, Nichols, Arsht & Tunnell
LLP, Wilmington, Delaware, has rendered an opinion with respect
to the validity of the trust preferred securities being offered
by this prospectus. We have filed the opinion as an exhibit to
the registration statement of which this prospectus is a part.
If counsel for any underwriters passes on legal matters in
connection with an offering made by this prospectus, we will
name that counsel in the prospectus supplement relating to that
offering.
EXPERTS
The consolidated financial statements of D.R. Horton, Inc.
appearing in D.R. Horton, Inc.s Annual Report
(Form 10-K)
for the year ended September 30, 2005 and D.R. Horton, Inc.
managements assessment of the effectiveness of internal
control over financial reporting as of September 30, 2005
included therein, have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth
in their reports thereon included therein, and incorporated
herein by reference. Such consolidated financial statements and
managements assessment have been incorporated herein by
reference in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
D.R. Horton, Inc. files annual, quarterly and current reports,
proxy statements and other information with the Securities and
Exchange Commission under the Securities Exchange Act of 1934,
as amended. You may read and copy this information at the Public
Reference Room of the SEC, 100 F Street, Washington, D.C.
20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
(800) SEC-0330.
The SEC also maintains an internet world wide web site that
contains reports, proxy statements and other information about
issuers, like us, who file electronically with the SEC. The
address of that site is www.sec.gov.
You can also inspect reports, proxy statements and other
information about us at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We, the trusts, and our guarantor subsidiaries have filed
jointly with the SEC a registration statement on
Form S-3
that registers the securities we are offering. The registration
statement, including the attached exhibits and schedules,
contains additional relevant information about us, the trusts,
our guarantor subsidiaries and the securities offered. The rules
and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus. This means that we can
disclose important information to you by referring you to
another document filed separately with the SEC. The
31
information incorporated by reference is considered to be part
of this prospectus, except for any information that is
superseded by information that is included directly in this
document.
This prospectus incorporates by reference the documents listed
below that we have filed with the SEC but have not been included
or delivered with this prospectus. These documents contain
important information about us and our business, prospects and
financial condition.
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Filing
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Period or Date Filed
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Annual Report on
Form 10-K
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Year ended September 30, 2005
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Quarterly Reports on
Form 10-Q
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Quarter ended December 31,
2005
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Quarter ended March 31, 2006
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Current Reports on
Form 8-K
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November 1, 2005
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November 23, 2005
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December 5, 2005
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December 21, 2005
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January 10, 2006
(Item 8.01 only)
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February 1, 2006
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February 14, 2006
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March 3, 2006
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March 30, 2006
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April 11, 2006
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April 11, 2006
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April 13, 2006
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April 21, 2006
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June 12, 2006
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The description of our common stock contained in our
registration statement on
Form 8-A/A
filed May 9, 2006.
Pages 4 through 12 under the caption Election of
Directors, page 21 under the caption Approve
the D.R. Horton, Inc. 2006 Stock Incentive
Plan Securities Authorized for Issuance Under
Equity Compensation Plans, pages 24 and 25 under the
caption Beneficial Ownership of Common Stock,
pages 26 through 28 under the caption Executive
Compensation, through the caption
Compensation Committee Interlocks and Insider
Participation, pages 33 through 35 under the caption
Meetings and Committees of the Board, pages 35
through 36 under the caption Independent Registered Public
Accountants, page 38 under the captions
Section 16(a) Beneficial Ownership Reporting
Compliance and Requesting Documents from the
Company, contained in our Proxy Statement relating to our
January 26, 2006 annual meeting of stockholders and
incorporated into our Annual Report on
Form 10-K.
We also incorporate by reference any future filings we make with
the SEC under sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, between the date of
this prospectus and the date of the closing of each offering.
These additional documents include periodic reports, such as
annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K
(other than information furnished under Items 2.02 and
7.01, which is deemed not to be incorporated by reference in
this prospectus), as well as proxy statements (other than
information identified in them as not incorporated by
reference). You should review these filings as they may disclose
changes in our business, prospects, financial condition or other
affairs after the date of this prospectus. The information that
we file later with the SEC under sections 13(a), 13(c), 14
or 15(d) of the Exchange Act and before the closing of each
offering will automatically update and supersede previous
information included or incorporated by reference in this
prospectus.
You can obtain any of the documents incorporated by reference in
this prospectus from us without charge, excluding any exhibits
to those documents unless the exhibit is specifically
incorporated by reference in this
32
prospectus. You can obtain documents incorporated by reference
in this prospectus by requesting them in writing or by telephone
from us at the following address:
Investor Relations
D.R. Horton, Inc.
301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(817) 390-8200
We have not authorized anyone to give any information or make
any representation about us that is different from, or in
addition to, that contained in this prospectus or in any of the
materials that we have incorporated by reference into this
prospectus. Therefore, if anyone does give you information of
this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to
purchase, the securities offered by this prospectus are
unlawful, or if you are a person to whom it is unlawful to
direct these types of activities, then any offer presented in
this prospectus does not extend to you. The information
contained in this prospectus speaks only as of the date of this
prospectus, unless the information specifically indicates that
another date applies.
33
D.R. HORTON, INC.
Debt Securities,
Preferred Stock, Depositary
Shares,
Common Stock,
Warrants,
Stock Purchase Contracts and
Stock Purchase Units
Trust Preferred Securities
of
DRH Capital
Trust I,
DRH Capital Trust II
and
DRH Capital Trust III
and
Related Subordinated
Trust Debt Securities and
Guarantees of D.R. Horton,
Inc.
Units of These
Securities
PROSPECTUS
June 13, 2006
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated fees and expenses payable by us in connection
with offering of the securities being registered, other than discounts and commissions.
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Securities and Exchange Commission registration fee |
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$ |
* |
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Blue Sky fees and expenses |
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* |
* |
Printing and engraving fees and expenses |
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* |
* |
Trustees fees and expenses |
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* |
* |
Rating agency fees |
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* |
* |
Accountants fees and expenses |
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* |
* |
Legal fees and expenses |
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* |
* |
Miscellaneous |
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* |
* |
Total |
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$ |
* |
* |
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* |
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In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the
registration fee for the securities offered by this registration statement. However, the
registrant previously paid a registration fee of $264,825 with respect to $2,250,000,000
aggregate initial offering price of securities that were previously registered pursuant to the
registrants prior registration statement on Form S-3 (SEC File No. 333-127461), initially
filed on August 11, 2005, and that have not been sold thereunder. |
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These fees are calculated based on the securities offered and the number of issuances and
accordingly cannot be estimated at this time. |
Item 15. Indemnification of Directors and Officers.
D.R. Horton, Inc.s certificate of incorporation provides that D.R. Horton, Inc. shall, to the
full extent permitted by the Delaware General Corporation Law or other applicable laws presently or
hereafter in effect, indemnify each person who is or was or had agreed to become a director or
officer of D.R. Horton, Inc., or each such person who is or was serving or who had agreed to serve
at the written request of the board of directors or an officer of D.R. Horton, Inc. as an employee
or agent of D.R Horton, Inc. or as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, in any such case owned or controlled by D.R.
Horton, Inc., including the heirs, executors, administrators or estate of such person, and
eliminates the personal liability of its directors to the full extent permitted by the Delaware
General Corporation Law or other applicable laws presently or hereafter in effect. D.R. Horton,
Inc. has entered into an indemnification agreement with each of its directors and executive
officers.
Section 145 of the Delaware General Corporation Law permits a corporation to indemnify its
directors and officers against expenses (including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation,
indemnification may be made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and only with respect
to a matter as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable for negligence or
misconduct in the performance of his respective duties to the corporation, although the court in
which the action or suit was brought may determine upon application that the defendant officers or
directors are fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
II-1
Section 102(b)(7) of the Delaware General Corporation Law provides that a corporation may
eliminate or limit the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such provisions shall
not eliminate or limit the liability of a director (1) for any breach of the directors duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) under section 174 of the
Delaware General Corporation Law, or (4) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the liability of a director
for any act or omission occurring before the date when such provision becomes effective.
In addition to indemnification by D.R. Horton, Inc. pursuant to its certificate of
incorporation, the partners, members, managers, directors and officers of the co-registrants are
generally also entitled to indemnification and exculpation for certain monetary damages to the
extent provided in the co-registrants organizational documents or under the statutes under which
the co-registrants are organized.
Any underwriting agreement, which will be filed as Exhibit 1.1 by amendment hereto or pursuant
to a Current Report on Form 8-K to be incorporated herein by reference, will provide that the
underwriters named therein will indemnify and hold harmless D.R. Horton, Inc., the co-registrants
and each director, officer who signs this registration statement or controlling person of D.R.
Horton, Inc. and the co-registrants from and against specific liabilities, including liabilities
under the Securities Act.
D.R. Horton, Inc. also has obtained directors and officers liability insurance that provides
insurance coverage for certain liabilities which may be incurred by directors and officers of D.R.
Horton, Inc. and the co-registrants in their capacity as such.
Item 16. Exhibits and Financial Schedules.
(a) Exhibits:
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Exhibit |
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Number |
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Exhibits |
1.1*
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Form of Underwriting Agreement |
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4.1(a)
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Senior Debt Securities Indenture (including form of notes) (incorporated by reference
from Exhibit 4.1(a) to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
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4.1(b)
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Senior Subordinated Debt Securities Indenture (including form of notes) (incorporated
by reference from Exhibit 4.1(b) to Amendment No. 2 to the registrants registration
statement (No. 333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
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4.1(c)
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Form of Subordinated Debt Securities Indenture (including form of notes) (incorporated
by reference from Exhibit 4.1(c) to Amendment No. 1 to the registrants registration
statement (No. 333-27521) on Form S-3, filed with the SEC on June 2, 1997) |
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4.1(d)
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Form of Subordinated Trust Debt Securities Indenture (including form of notes)
(incorporated by reference from Exhibit 4.1(d) to Amendment No. 2 to the registrants
registration statement (No. 333-117531) on Form S-3/A, filed with the SEC on August
12, 2004) |
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4.2
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Twenty-Eighth Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton,
Inc., the guarantors named therein and American Stock Transfer & Trust Company, as
Trustee. |
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4.3
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Sixth Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton, Inc., the
guarantors named therein and American Stock Transfer & Trust Company, as Trustee. |
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4.4
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Amended and Restated Certificate of Incorporation of the registrant, as amended
(incorporated by reference from Exhibit 3.1 to the registrants quarterly report on
Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2,
2006). |
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4.5
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Amended and Restated Bylaws of the registrant (incorporated by reference from Exhibit
3.1 to the registrants quarterly report on Form 10-Q for the quarter ended December
31, 1998, filed with the SEC on February 16, 1999) |
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4.6*
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Form of Warrant Agreement (including form of warrant) |
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4.7
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Certificate of Trust for DRH Capital Trust I (incorporated by reference from Exhibit
4.5 to the registrants registration statement (No. 333-57388) on Form S-3, filed with
the SEC on March 22, 2001) |
II-2
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|
Exhibit |
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|
Number |
|
|
|
Exhibits |
4.8
|
|
|
|
Certificate of Trust for DRH Capital Trust II (incorporated by reference from Exhibit
4.6 to the registrants registration statement (No. 333-57388) on Form S-3, filed with
the SEC on March 22, 2001) |
|
|
|
|
|
4.9
|
|
|
|
Certificate of Trust for DRH Capital Trust III (incorporated by reference from Exhibit
4.7 to the registrants registration statement (No. 333-57388) on Form S-3, filed with
the SEC on March 22, 2001) |
|
|
|
|
|
4.10
|
|
|
|
Certificate of Amendment to Certificate of Trust for DRH Capital Trust I (incorporated
by reference from Exhibit 4.8 to the registrants registration statement (No.
333-117531) on Form S-3, filed with the SEC on July 21, 2004) |
|
|
|
|
|
4.11
|
|
|
|
Certificate of Amendment to Certificate of Trust for DRH Capital Trust II
(incorporated by reference from Exhibit 4.9 to the registrants registration statement
(No. 333-117531) on Form S-3, filed with the SEC on July 21, 2004) |
|
|
|
|
|
4.12
|
|
|
|
Certificate of Amendment to Certificate of Trust for DRH Capital Trust III
(incorporated by reference from Exhibit 4.10 to the registrants registration
statement (No. 333-117531) on Form S-3, filed with the SEC on July 21, 2004) |
|
|
|
|
|
4.13
|
|
|
|
Trust Agreement for DRH Capital Trust I (incorporated by reference from Exhibit 4.8 to
the registrants registration statement (No. 333-57388) on Form S-3, filed with the
SEC on March 22, 2001) |
|
|
|
|
|
4.14
|
|
|
|
Trust Agreement for DRH Capital Trust II (incorporated by reference from Exhibit 4.9
to the registrants registration statement (No. 333-57388) on Form S-3, filed with the
SEC on March 22, 2001) |
|
|
|
|
|
4.15
|
|
|
|
Trust Agreement for DRH Capital Trust III (incorporated by reference from Exhibit 4.10
to the registrants registration statement (No. 333-57388) on Form S-3, filed with the
SEC on March 22, 2001) |
|
|
|
|
|
4.16
|
|
|
|
Form of Amended & Restated Trust Agreement for DRH Capital Trust I (including form of
trust preferred security) (incorporated by reference from Exhibit 4.14 to Amendment
No. 2 to the registrants registration statement (No. 333-117531) on Form S-3/A, filed
with the SEC on August 12, 2004) |
|
|
|
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4.17
|
|
|
|
Form of Amended & Restated Trust Agreement for DRH Capital Trust II (including form of
trust preferred security) (incorporated by reference from Exhibit 4.15 to Amendment
No. 2 to the registrants registration statement (No. 333-117531) on Form S-3/A, filed
with the SEC on August 12, 2004) |
|
|
|
|
|
4.18
|
|
|
|
Form of Amended & Restated Trust Agreement for DRH Capital Trust III (including form
of trust preferred security) (incorporated by reference from Exhibit 4.16 to Amendment
No. 2 to the registrants registration statement (No. 333-117531) on Form S-3/A, filed
with the SEC on August 12, 2004) |
|
|
|
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4.19
|
|
|
|
Form of Trust Guarantee Agreement for DRH Capital Trust I (incorporated by reference
from Exhibit 4.17 to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
|
|
|
|
|
4.20
|
|
|
|
Form of Trust Guarantee Agreement for DRH Capital Trust II (incorporated by reference
from Exhibit 4.18 to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
|
|
|
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|
4.21
|
|
|
|
Form of Trust Guarantee Agreement for DRH Capital Trust III (incorporated by reference
from Exhibit 4.19 to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
|
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4.22*
|
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|
Form of Stock Purchase Contract |
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4.23*
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|
Form of Stock Purchase Unit Agreement |
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4.24*
|
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|
Form of Unit Agreement |
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4.25
|
|
|
|
Specimen of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to
the registrants registration statement (No. 33-46554) on Form S-1, filed with the SEC
on March 20, 1992(P)) |
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|
5.1
|
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|
|
Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the validity of the
securities being registered other than trust preferred securities |
II-3
|
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Exhibit |
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|
Number |
|
|
|
Exhibits |
5.2
|
|
|
|
Opinion of Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware, as to the
validity of the trust preferred securities being registered |
|
|
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|
10.1
|
|
|
|
Third Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton, Inc., the
guarantors named therein and U.S. Bank National Association, as trustee. |
|
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10.2
|
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|
Third Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton, Inc., the
guarantors named therein and American Stock Transfer & Trust Company, as Trustee. |
|
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|
12.1
|
|
|
|
Statement of computation of ratio of earnings to fixed charges (incorporated by
reference from Exhibit 12.1 to the registrants quarterly report on Form 10-Q for the
quarter ended March 31, 2006, filed with the SEC on May 8, 2006) |
|
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23.1
|
|
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|
Consent of Ernst & Young LLP, Fort Worth, Texas |
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23.2
|
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|
Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (see Exhibit 5.1) |
|
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23.3
|
|
|
|
Consent of Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware (see Exhibit 5.2) |
|
|
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|
24.1
|
|
|
|
Powers of Attorney (see signature page of this registration statement) |
|
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25.1(a)
|
|
|
|
Statement of eligibility of trustee on Form T-1 for Senior Debt Securities |
|
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25.1(b)
|
|
|
|
Statement of eligibility of trustee on Form T-1 for Senior Subordinated Debt Securities |
|
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|
25.1(c)*
|
|
|
|
Statement of eligibility of trustee on Form T-1 for Subordinated Debt Securities |
|
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25.1(d)*
|
|
|
|
Statement of eligibility of trustee on Form T-1 for Subordinated Trust Debt Securities |
|
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|
25.1(e)*
|
|
|
|
Statement of eligibility of trustee on Form T-1 for Trust Agreements |
|
|
|
* |
|
To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be
incorporated herein by reference. |
Item 17. Undertakings.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
|
(i) |
|
To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; |
|
|
(ii) |
|
To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and |
|
|
(iii) |
|
To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not
apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission
by the registrants pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
II-4
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining liability under the Securities Act of 1933 to any
purchaser:
|
(i) |
|
Each prospectus filed by the registrants pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and |
|
|
(ii) |
|
Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date. |
(5) That, for purposes of determining liability of the registrants under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrants undertake that in a primary offering of securities of the
undersigned registrants pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned registrants will be sellers to the purchaser and will be considered to offer or
sell such securities to such purchaser:
|
(i) |
|
Any preliminary prospectus or prospectus of the undersigned
registrants relating to the offering required to be filed pursuant to Rule 424; |
|
|
(ii) |
|
Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrants or used or referred to by the
undersigned registrants; |
|
|
(iii) |
|
The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned registrants
or their securities provided by or on behalf of the undersigned registrants;
and |
|
|
(iv) |
|
Any other communication that is an offer in the offering made
by the undersigned registrants to the purchaser. |
II-5
(b) The undersigned registrants hereby undertake that, for purposes of determining any
liability under the Securities Act of 1933, each filing of D.R. Horton, Inc.s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrants pursuant to the
foregoing provisions described in Item 15, or otherwise, the registrants have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of any registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, each appropriate registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrants hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the Commission under
section 305(b)(2) of the Trust Indenture Act.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, D.R. Horton, Inc.,
and the co-registrants named below, certify that they have reasonable grounds to believe that they
meet all the requirements for filing on Form S-3 and have duly caused this registration statement
to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on June 13, 2006.
|
|
|
|
|
|
D.R. HORTON, INC.
|
|
|
By: |
/s/ BILL W. WHEAT
|
|
|
|
Bill W. Wheat |
|
|
|
Executive Vice President and Chief Financial Officer |
|
S-1
CO-REGISTRANTS:
|
|
|
C. RICHARD DOBSON BUILDERS, INC.
|
|
DRH REGREM XVII, INC. |
CHI CONSTRUCTION COMPANY
|
|
DRH REGREM XVIII, INC. |
CHTEX OF TEXAS, INC.
|
|
DRH REGREM XIX, INC. |
CONTINENTAL HOMES, INC.
|
|
DRH REGREM XX, INC. |
CONTINENTAL RESIDENTIAL, INC.
|
|
DRH REGREM XXI, INC. |
D.R. HORTON, INC. BIRMINGHAM
|
|
DRH REGREM XXII, INC. |
D.R. HORTON, INC. CHICAGO
|
|
DRH REGREM XXIII, INC. |
D.R. HORTON, INC. DENVER
|
|
DRH REGREM XXIV, INC. |
D.R. HORTON, INC. DIETZ-CRANE
|
|
DRH SOUTHWEST CONSTRUCTION, INC. |
D.R. HORTON, INC. FRESNO
|
|
DRH TUCSON CONSTRUCTION, INC. |
D.R. HORTON, INC. GREENSBORO
|
|
DRHI, INC. |
D.R. HORTON, INC. GULF COAST
|
|
KDB HOMES, INC. |
D.R. HORTON, INC. JACKSONVILLE
|
|
MEADOWS I, LTD. |
D.R. HORTON, INC. LOS ANGELES
|
|
MEADOWS VIII, LTD. |
D.R. HORTON, INC. LOUISVILLE
|
|
MEADOWS IX, INC. |
D.R. HORTON, INC. MINNESOTA
|
|
MEADOWS X, INC. |
D.R. HORTON, INC. NEW JERSEY
|
|
MELMORT CO. |
D.R. HORTON, INC. PORTLAND
|
|
MELODY HOMES, INC. |
D.R. HORTON, INC. SACRAMENTO
|
|
SCHULER HOMES OF CALIFORNIA, INC. |
D.R. HORTON, INC. TORREY
|
|
SCHULER HOMES OF OREGON, INC. |
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
|
|
SCHULER HOMES OF WASHINGTON, INC. |
D.R. HORTON MATERIALS, INC.
|
|
SCHULER MORTGAGE, INC. |
D.R. HORTON ORANGE COUNTY, INC.
|
|
SCHULER REALTY HAWAII, INC. |
D.R. HORTON SAN DIEGO HOLDING COMPANY, INC.
|
|
SHLR OF CALIFORNIA, INC. |
DRH CAMBRIDGE HOMES, INC.
|
|
SHLR OF COLORADO, INC. |
DRH CONSTRUCTION, INC.
|
|
SHLR OF NEVADA, INC. |
DRH ENERGY, INC.
|
|
SHLR OF UTAH, INC. |
DRH REGREM X, INC.
|
|
SHLR OF WASHINGTON, INC. |
DRH REGREM XI, INC.
|
|
VERTICAL CONSTRUCTION CORPORATION |
DRH REGREM XIII, INC.
|
|
WESTERN PACIFIC FUNDING, INC. |
DRH REGREM XIV, INC.
|
|
WESTERN PACIFIC HOUSING, INC. |
DRH REGREM XV, INC.
|
|
WESTERN PACIFIC HOUSING MANAGEMENT, INC. |
DRH REGREM XVI, INC. |
|
|
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|
By: |
/s/ BILL W. WHEAT
|
|
|
|
Bill W. Wheat |
|
|
|
Executive Vice President and Chief Financial Officer |
|
S-2
|
|
|
|
|
|
CH INVESTMENTS OF TEXAS, INC.
MEADOWS II, LTD.
THE CLUB AT PRADERA, INC.
|
|
|
By: |
/s/ ROBERT E. COLTIN
|
|
|
|
Robert E. Coltin |
|
|
|
Vice President |
|
S-3
|
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|
CONTINENTAL HOMES OF TEXAS, L.P. |
|
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By: |
|
CHTEX of Texas, Inc., its General Partner |
|
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By:
|
|
/s/ BILL W. WHEAT |
|
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|
|
|
|
|
|
|
|
Bill W. Wheat |
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
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|
D.R. HORTON MANAGEMENT COMPANY, LTD. |
|
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D.R. HORTON EMERALD, LTD. |
|
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D.R. HORTON TEXAS, LTD. |
|
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DRH REGREM VII, LP |
|
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DRH REGREM XII, LP |
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By: |
|
Meadows I, Ltd., its General Partner |
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By:
|
|
/s/ BILL W. WHEAT |
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|
|
|
|
|
Bill W. Wheat |
|
|
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|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
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|
SGS COMMUNITIES AT GRANDE QUAY, LLC |
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By: |
|
Meadows IX, Inc., a Member |
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By:
|
|
/s/ BILL W. WHEAT |
|
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|
|
|
|
|
|
Bill W. Wheat |
|
|
|
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|
|
|
|
Executive Vice President and Chief Financial Officer |
|
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and |
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By: |
|
Meadows X, Inc., a Member |
|
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By:
|
|
/s/ BILL W. WHEAT |
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|
Bill W. Wheat |
|
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|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
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|
DRH CAMBRIDGE HOMES, LLC |
|
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DRH REGREM VIII, LLC |
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By: |
|
D.R. Horton, Inc. Chicago, its Member |
|
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By:
|
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/s/ BILL W. WHEAT |
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|
Bill W. Wheat |
|
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|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
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|
DRH CAPITAL TRUST I |
|
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|
DRH CAPITAL TRUST II |
|
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|
DRH CAPITAL TRUST III |
|
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By: |
|
D.R. Horton, Inc., as Depositor |
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By:
|
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/s/ BILL W. WHEAT |
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|
Bill W. Wheat |
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|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
S-4
|
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|
|
HPH HOMEBUILDERS 2000 L.P. |
|
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|
WESTERN PACIFIC HOUSING CO., A CALIFORNIA LIMITED PARTNERSHIP |
|
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|
WESTERN PACIFIC HOUSING-ANTIGUA, LLC |
|
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WESTERN PACIFIC HOUSING-AVIARA, L.P. |
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WESTERN PACIFIC HOUSING-BOARDWALK, LLC |
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WESTERN PACIFIC HOUSING-BROADWAY, LLC |
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WESTERN PACIFIC HOUSING-CANYON PARK, LLC |
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WESTERN PACIFIC HOUSING-CARMEL, LLC |
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WESTERN PACIFIC HOUSING-CARRILLO, LLC |
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WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC |
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|
WESTERN PACIFIC HOUSING-COPPER CANYON, LLC |
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WESTERN PACIFIC HOUSING-CREEKSIDE, LLC |
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WESTERN PACIFIC HOUSING-CULVER CITY, L.P. |
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WESTERN PACIFIC HOUSING-DEL VALLE, LLC |
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WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC |
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WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC |
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WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC |
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WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P. |
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WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC |
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WESTERN PACIFIC HOUSING-OSO, L.P. |
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WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC |
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WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC |
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WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC |
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WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC |
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WESTERN PACIFIC HOUSING-POINSETTIA, L.P. |
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WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC |
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WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC |
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WESTERN PACIFIC HOUSING-SANTA FE, LLC |
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WESTERN PACIFIC HOUSING-SCRIPPS, L.P. |
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WESTERN PACIFIC HOUSING-SCRIPPS II, LLC |
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WESTERN PACIFIC HOUSING-SEACOVE, L.P. |
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WESTERN PACIFIC HOUSING-STUDIO 528, LLC |
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WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC |
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WESTERN PACIFIC HOUSING-TORRANCE, LLC |
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WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC |
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WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC |
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WESTERN PACIFIC HOUSING-TORREY MULTI-FAMILY, LLC |
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WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC |
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WESTERN PACIFIC HOUSING-VINEYARD TERRACE, LLC |
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WESTERN PACIFIC HOUSING-WINDEMERE, LLC |
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WESTERN PACIFIC HOUSING-WINDFLOWER, L.P. |
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WPH-CAMINO RUIZ, LLC |
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By: |
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Western Pacific Housing Management, Inc., |
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its Manager, Member or General Partner |
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By:
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/s/ BILL W. WHEAT |
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Bill W. Wheat |
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Executive Vice President and Chief Financial Officer |
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S-5
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SCHULER HOMES OF ARIZONA LLC |
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SHA CONSTRUCTION LLC |
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By: |
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SRHI LLC, |
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its Member |
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By: |
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SHLR of Nevada, Inc., |
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its Member |
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By:
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/s/ BILL W. WHEAT
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Bill W. Wheat |
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Executive Vice President and Chief Financial Officer |
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D.R. HORTON-SCHULER HOMES, LLC |
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By: |
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Vertical Construction Corporation, |
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its Manager |
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By:
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/s/ BILL W. WHEAT |
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Bill W. Wheat |
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Executive Vice President and Chief Financial Officer |
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SRHI LLC |
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By: |
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SHLR of Nevada, Inc., |
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its Member |
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By:
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/s/ BILL W. WHEAT |
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Bill W. Wheat |
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Executive Vice President and Chief Financial Officer |
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SSHI LLC |
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By: |
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SHLR of Washington, Inc., |
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its Member |
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By:
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/s/ BILL W. WHEAT |
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Bill W. Wheat |
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Executive Vice President and Chief Financial Officer |
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S-6
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints each of Donald R. Horton, individually, and Donald J. Tomnitz and Bill W.
Wheat together as a group, as his or her true and lawful attorney-in-fact and agent, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, including post-effective amendments and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent full power and authority to do so
and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each such attorney-in-fact and agent, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
REGISTRANT OFFICERS AND DIRECTORS
|
|
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Signature |
|
Title |
|
Date |
|
/s/ DONALD R. HORTON
Donald R. Horton
|
|
Chairman of the Board
|
|
June 13, 2006 |
|
|
|
|
|
/s/ DONALD J. TOMNITZ
Donald J. Tomnitz
|
|
Vice Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BILL W. WHEAT
Bill W. Wheat
|
|
Executive Vice President and
Chief Financial Officer and Director
(Principal Accounting
and Financial Officer)
|
|
June 13, 2006 |
|
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|
|
/s/ BRADLEY S. ANDERSON
Bradley S. Anderson
|
|
Director
|
|
June 13, 2006 |
|
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|
/s/ MICHAEL R. BUCHANAN
Michael R. Buchanan
|
|
Director
|
|
June 13, 2006 |
|
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|
/s/ RICHARD I. GALLAND
Richard I. Galland
|
|
Director
|
|
June 13, 2006 |
|
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|
/s/ MICHAEL W. HEWATT
Michael W. Hewatt
|
|
Director
|
|
June 13, 2006 |
S-7
CO-REGISTRANT OFFICERS AND DIRECTORS:
|
|
|
C. Richard Dobson Builders, Inc.
|
|
DRH Regrem XVII, Inc. |
CHI Construction Company
|
|
DRH Regrem XVIII, Inc. |
CHTEX of Texas, Inc.
|
|
DRH Regrem XIX, Inc. |
Continental Homes, Inc.
|
|
DRH Regrem XX, Inc. |
Continental Residential, Inc.
|
|
DRH Regrem XXI, Inc. |
D.R. Horton, Inc. Birmingham
|
|
DRH Regrem XXII, Inc. |
D.R. Horton, Inc. Chicago
|
|
DRH Regrem XXIII, Inc. |
D.R. Horton, Inc. Denver
|
|
DRH Regrem XXIV, Inc. |
D.R. Horton, Inc. Dietz-Crane
|
|
DRH Southwest Construction, Inc. |
D.R. Horton, Inc. Fresno
|
|
DRH Tucson Construction, Inc. |
D.R. Horton, Inc. Greensboro
|
|
DRHI, Inc. |
D.R. Horton, Inc. Gulf Coast
|
|
KDB Homes, Inc. |
D.R. Horton, Inc. Jacksonville
|
|
Meadows I, Ltd. |
D.R. Horton, Inc. Los Angeles
|
|
Meadows VIII, Ltd. |
D.R. Horton, Inc. Louisville
|
|
Meadows IX, Inc. |
D.R. Horton, Inc. Minnesota
|
|
Meadows X, Inc. |
D.R. Horton, Inc. New Jersey
|
|
Melmort Co. |
D.R. Horton, Inc. Portland
|
|
Melody Homes, Inc. |
D.R. Horton, Inc. Sacramento
|
|
Schuler Homes of California, Inc. |
D.R. Horton, Inc. Torrey
|
|
Schuler Homes of Oregon, Inc. |
D.R.
Horton Los Angeles Holding Company, Inc. |
|
Schuler Homes of Washington, Inc. |
D.R. Horton Materials, Inc.
|
|
Schuler Mortgage, Inc. |
D.R. Horton Orange County, Inc.
|
|
Schuler Realty Hawaii, Inc. |
D.R. Horton San Diego Holding Company, Inc. |
|
SHLR of California, Inc. |
DRH Construction, Inc.
|
|
SHLR of Colorado, Inc. |
DRH Energy, Inc.
|
|
SHLR of Nevada, Inc. |
DRH Regrem X, Inc.
|
|
SHLR of Utah, Inc. |
DRH Regrem XI, Inc.
|
|
SHLR of Washington, Inc. |
DRH Regrem XIII, Inc.
|
|
Vertical Construction Corporation |
DRH Regrem XIV, Inc.
|
|
Western Pacific Funding, Inc. |
DRH Regrem XV, Inc.
|
|
Western Pacific Housing, Inc. |
DRH Regrem XVI, Inc.
|
|
Western Pacific Housing Management, Inc. |
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ DONALD R. HORTON
Donald R. Horton
|
|
Chairman of the Board
|
|
June 13, 2006 |
|
|
|
|
|
/s/ DONALD J. TOMNITZ
Donald J. Tomnitz
|
|
Vice Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BILL W. WHEAT
Bill W. Wheat
|
|
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
|
|
June 13, 2006 |
S-8
CH Investments of Texas, Inc.
Meadows II, LTD.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ F. THOMAS DAVIS
F. Thomas Davis
|
|
Director, President
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ ROBERT E. COLTIN
Robert E. Coltin
|
|
Director, Treasurer
(Principal Accounting and Financial Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ CHRISTOPHER M. FRANDSEN
Christopher M. Frandsen
|
|
Director |
|
June 13, 2006 |
The Club at Pradera, Inc.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ F. THOMAS DAVIS
F. Thomas Davis
|
|
Director, President
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ ROBERT E. COLTIN
Robert E. Coltin
|
|
Director
|
|
June 13, 2006 |
|
|
|
|
|
/s/ CHRISTOPHER M. FRANDSEN
Christopher M. Frandsen
|
|
Director, Treasurer
(Principal Accounting and Financial Officer)
|
|
June 13, 2006 |
S-9
DRH Cambridge Homes, Inc.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ DONALD R. HORTON
Donald R. Horton
|
|
Chairman of the Board
|
|
June 13, 2006 |
|
|
|
|
|
/s/ DONALD J. TOMNITZ
Donald J. Tomnitz
|
|
Vice Chairman and
Chief Executive Officer
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BILL W. WHEAT
Bill W.Wheat
|
|
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
|
|
June 13, 2006 |
S-10
CHTEX of Texas, Inc., the General Partner of
Continental Homes of Texas, L.P.
D.R.
Horton, Inc. Chicago, a Member of
DRH Cambridge Homes, LLC
DRH Regrem VIII, LLC
Meadows I, Ltd., the General Partner of
D.R. Horton Management Company, LTD.
D.R. Horton Emerald, LTD.
D.R. Horton Texas, LTD.
DRH Regrem VII, LP
DRH Regrem XII, LP
Meadows IX, Inc., a Member of
and Meadows X, Inc., a Member of
SGS Communities at Grande Quay, LLC
SHLR of Nevada, Inc., a Member of
SRHI LLC
SHLR of Nevada, Inc., a Member of
SRHI LLC, a Member of
Schuler Homes of Arizona LLC
SHA Construction LLC
SHLR of Washington, Inc., a Member of
SSHI LLC
Vertical Construction Corporation, Manager of
D.R. Horton-Schuler Homes, LLC
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ DONALD R. HORTON
Donald R. Horton
|
|
Chairman of the Board
|
|
June 13, 2006 |
|
|
|
|
|
/s/ DONALD J. TOMNITZ
Donald J. Tomnitz
|
|
Vice Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BILL W. WHEAT
Bill W. Wheat
|
|
Executive Vice President and
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
June 13, 2006 |
S-11
D.R. Horton, Inc., as Depositor of
DRH Capital Trust I
DRH Capital Trust II
DRH Capital Trust III
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ DONALD R. HORTON
Donald R. Horton
|
|
Chairman of the Board
|
|
June 13, 2006 |
|
|
|
|
|
/s/ DONALD J. TOMNITZ
Donald J. Tomnitz
|
|
Vice Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BILL W. WHEAT
Bill W. Wheat
|
|
Executive Vice President and
Chief Financial Officer and Director
(Principal Accounting and Financial Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BRADLEY S. ANDERSON
Bradley S. Anderson
|
|
Director
|
|
June 13, 2006 |
|
|
|
|
|
/s/ MICHAEL R. BUCHANAN
Michael R. Buchanan
|
|
Director
|
|
June 13, 2006 |
|
|
|
|
|
/s/ RICHARD I. GALLAND
Richard I. Galland
|
|
Director
|
|
June 13, 2006 |
|
|
|
|
|
/s/ MICHAEL W. HEWATT
Michael W. Hewatt
|
|
Director
|
|
June 13, 2006 |
S-12
Western Pacific Housing Management, Inc., a Manager, Member or General Partner of
HPH Homebuilders 2000 L.P.
Western Pacific Housing Co., a California Limited Partnership
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-Copper Canyon, LLC
Western Pacific Housing-Creekside, LLC
Western Pacific Housing-Culver City, L.P.
Western Pacific Housing-Del Valle, LLC
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-Pacific Park II, LLC
Western Pacific Housing-Park Avenue East, LLC
Western Pacific Housing-Park Avenue West, LLC
Western Pacific Housing-PlayaVista, LLC
Western Pacific Housing-Poinsettia, L.P.
Western Pacific Housing-River Ridge, LLC
Western Pacific Housing-Robinhood Ridge, LLC
Western Pacific Housing-Santa Fe, LLC
Western Pacific Housing-Scripps, L.P.
Western Pacific Housing-Scripps II, LLC
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
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
/s/ DONALD R. HORTON
Donald R. Horton
|
|
Chairman of the Board
|
|
June 13, 2006 |
|
|
|
|
|
/s/ DONALD J. TOMNITZ
Donald J. Tomnitz
|
|
Vice Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
June 13, 2006 |
|
|
|
|
|
/s/ BILL W. WHEAT
Bill W. Wheat
|
|
Executive Vice President and
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
June 13, 2006 |
S-13
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Exhibits |
1.1*
|
|
|
|
Form of Underwriting Agreement |
|
|
|
|
|
4.1(a)
|
|
|
|
Senior Debt Securities Indenture (including form of notes) (incorporated by reference
from Exhibit 4.1(a) to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
|
|
|
|
|
4.1(b)
|
|
|
|
Senior Subordinated Debt Securities Indenture (including form of notes) (incorporated
by reference from Exhibit 4.1(b) to Amendment No. 2 to the registrants registration
statement (No. 333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
|
|
|
|
|
4.1(c)
|
|
|
|
Form of Subordinated Debt Securities Indenture (including form of notes) (incorporated
by reference from Exhibit 4.1(c) to Amendment No. 1 to the registrants registration
statement (No. 333-27521) on Form S-3, filed with the SEC on June 2, 1997) |
|
|
|
|
|
4.1(d)
|
|
|
|
Form of Subordinated Trust Debt Securities Indenture (including form of notes)
(incorporated by reference from Exhibit 4.1(d) to Amendment No. 2 to the registrants
registration statement (No. 333-117531) on Form S-3/A, filed with the SEC on August
12, 2004) |
|
|
|
|
|
4.2
|
|
|
|
Twenty-Eighth Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton,
Inc., the guarantors named therein and American Stock Transfer & Trust Company, as
Trustee. |
|
|
|
|
|
4.3
|
|
|
|
Sixth Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton, Inc., the
guarantors named therein and American Stock Transfer & Trust Company, as Trustee. |
|
|
|
|
|
4.4
|
|
|
|
Amended and Restated Certificate of Incorporation of the registrant, as amended
(incorporated by reference from Exhibit 3.1 to the registrants quarterly report on
Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2,
2006). |
|
|
|
|
|
4.5
|
|
|
|
Amended and Restated Bylaws of the registrant (incorporated by reference from Exhibit
3.1 to the registrants quarterly report on Form 10-Q for the quarter ended December
31, 1998, filed with the SEC on February 16, 1999) |
|
|
|
|
|
4.6*
|
|
|
|
Form of Warrant Agreement (including form of warrant) |
|
|
|
|
|
4.7
|
|
|
|
Certificate of Trust for DRH Capital Trust I (incorporated by reference from Exhibit
4.5 to the registrants registration statement (No. 333-57388) on Form S-3, filed with
the SEC on March 22, 2001) |
|
|
|
|
|
4.8
|
|
|
|
Certificate of Trust for DRH Capital Trust II (incorporated by reference from Exhibit
4.6 to the registrants registration statement (No. 333-57388) on Form S-3, filed with
the SEC on March 22, 2001) |
|
|
|
|
|
4.9
|
|
|
|
Certificate of Trust for DRH Capital Trust III (incorporated by reference from Exhibit
4.7 to the registrants registration statement (No. 333-57388) on Form S-3, filed with
the SEC on March 22, 2001) |
|
|
|
|
|
4.10
|
|
|
|
Certificate of Amendment to Certificate of Trust for DRH Capital Trust I (incorporated
by reference from Exhibit 4.8 to the registrants registration statement (No.
333-117531) on Form S-3, filed with the SEC on July 21, 2004) |
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4.11
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Certificate of Amendment to Certificate of Trust for DRH Capital Trust II
(incorporated by reference from Exhibit 4.9 to the registrants registration statement
(No. 333-117531) on Form S-3, filed with the SEC on July 21, 2004) |
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4.12
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Certificate of Amendment to Certificate of Trust for DRH Capital Trust III
(incorporated by reference from Exhibit 4.10 to the registrants registration
statement (No. 333-117531) on Form S-3, filed with the SEC on July 21, 2004) |
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4.13
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Trust Agreement for DRH Capital Trust I (incorporated by reference from Exhibit 4.8 to
the registrants registration statement (No. 333-57388) on Form S-3, filed with the
SEC on March 22, 2001) |
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4.14
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Trust Agreement for DRH Capital Trust II (incorporated by reference from Exhibit 4.9
to the registrants registration statement (No. 333-57388) on Form S-3, filed with the
SEC on March 22, 2001) |
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4.15
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Trust Agreement for DRH Capital Trust III (incorporated by reference from Exhibit 4.10
to the registrants registration statement (No. 333-57388) on Form S-3, filed with the
SEC on March 22, 2001) |
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Exhibit |
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Number |
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Exhibits |
4.16
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Form of Amended & Restated Trust Agreement for DRH Capital Trust I (including form of
trust preferred security) (incorporated by reference from Exhibit 4.14 to Amendment
No. 2 to the registrants registration statement (No. 333-117531) on Form S-3/A, filed
with the SEC on August 12, 2004) |
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4.17
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Form of Amended & Restated Trust Agreement for DRH Capital Trust II (including form of
trust preferred security) (incorporated by reference from Exhibit 4.15 to Amendment
No. 2 to the registrants registration statement (No. 333-117531) on Form S-3/A, filed
with the SEC on August 12, 2004) |
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4.18
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Form of Amended & Restated Trust Agreement for DRH Capital Trust III (including form
of trust preferred security) (incorporated by reference from Exhibit 4.16 to Amendment
No. 2 to the registrants registration statement (No. 333-117531) on Form S-3/A, filed
with the SEC on August 12, 2004) |
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4.19
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Form of Trust Guarantee Agreement for DRH Capital Trust I (incorporated by reference
from Exhibit 4.17 to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
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4.20
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Form of Trust Guarantee Agreement for DRH Capital Trust II (incorporated by reference
from Exhibit 4.18 to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
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4.21
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Form of Trust Guarantee Agreement for DRH Capital Trust III (incorporated by reference
from Exhibit 4.19 to Amendment No. 2 to the registrants registration statement (No.
333-117531) on Form S-3/A, filed with the SEC on August 12, 2004) |
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4.22*
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Form of Stock Purchase Contract |
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4.23*
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Form of Stock Purchase Unit Agreement |
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4.24*
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Form of Unit Agreement |
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4.25
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Specimen of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to
the registrants registration statement (No. 33-46554) on Form S-1, filed with the SEC
on March 20, 1992(P)) |
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the validity of the
securities being registered other than trust preferred securities |
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5.2
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Opinion of Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware, as to the
validity of the trust preferred securities being registered |
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10.1
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Third Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton, Inc., the
guarantors named therein and U.S. Bank National Association, as trustee. |
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10.2
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Third Supplemental Indenture, dated as of June 13, 2006, among D.R. Horton, Inc., the
guarantors named therein and American Stock Transfer & Trust Company, as Trustee. |
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12.1
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Statement of computation of ratio of earnings to fixed charges (incorporated by
reference from Exhibit 12.1 to the registrants quarterly report on Form 10-Q for the
quarter ended March 31, 2006, filed with the SEC on May 8, 2006) |
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23.1
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Consent of Ernst & Young LLP, Fort Worth, Texas |
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23.2
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Consent of Gibson, Dunn &
Crutcher LLP, Dallas, Texas (see Exhibit 5.1) |
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23.3
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Consent of Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware (see Exhibit 5.2) |
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24.1
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Powers of Attorney (see signature page of this registration statement) |
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25.1(a)
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Statement of eligibility of trustee on Form T-1 for Senior Debt Securities |
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25.1(b)
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Statement of eligibility of trustee on Form T-1 for Senior Subordinated Debt Securities |
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25.1(c)*
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Statement of eligibility of trustee on Form T-1 for Subordinated Debt Securities |
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25.1(d)*
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Statement of eligibility of trustee on Form T-1 for Subordinated Trust Debt Securities |
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25.1(e)*
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Statement of eligibility of trustee on Form T-1 for Trust Agreements |
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* |
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To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be
incorporated herein by reference. |