-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHVAY3edSmvkFf5AIsMJABw3yA005y6z7kvf+m9JhdyWl5aeEtO4oq7J0OJ96EYC Q2+RoEZ3aHFUkhJq1OhKnw== 0000882184-98-000036.txt : 19980515 0000882184-98-000036.hdr.sgml : 19980515 ACCESSION NUMBER: 0000882184-98-000036 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC /DE/ CENTRAL INDEX KEY: 0000882184 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 752386963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14122 FILM NUMBER: 98621096 BUSINESS ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: STE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 BUSINESS PHONE: 8178568200 10-Q 1 FORM 10-Q QUARTERLY REPORT FOR D.R. HORTON, INC. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the Quarterly Period Ended March 31, 1998 -------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the Transition Period From To Commission file number 1-14122 D.R. HORTON, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 75-2386963 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) (817) 856-8200 ---------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock, $.01 par value -- 52,935,208 shares as of May 14, 1998 ---------- This Report contains 18 pages. INDEX D.R. HORTON, INC. PART I. FINANCIAL INFORMATION. Page ---- ITEM 1. Financial Statements. Consolidated Balance Sheets--March 31, 1998 and September 30, 1997. 3 Consolidated Statements of Income--Three Months and Six Months Ended March 1998 and 1997. 4 Consolidated Statement of Stockholders' Equity--Six Months Ended March 31, 1998. 5 Consolidated Statements of Cash Flows--Six Months Ended March 31, 1998 and 1997. 6 Notes to Consolidated Financial Statements. 7-10 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. 11-14 PART II. OTHER INFORMATION. Item 4. Submission of Matters to a Vote of Security Holders. 15 Item 5. Other Information. 15-16 Item 6. Exhibits and Reports on Form 8-K. 16-17 SIGNATURES. 18 D.R. HORTON, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, September 30, 1998 1997 ----------- ------------- (In thousands) (Unaudited) ASSETS Cash $ 61,973 $ 43,984 Inventories: Finished homes and construction in progress 452,190 342,911 Residential lots - developed and under development 322,316 260,198 Land held for development 1,246 1,482 -------- -------- 775,752 604,591 Property and equipment, net 20,617 13,124 Earnest money deposits and other assets 33,349 29,502 Excess of cost over net assets acquired, net 40,943 28,593 -------- -------- $932,634 $719,794 ======== ======== LIABILITIES Accounts payable and other liabilities $122,796 $101,699 Notes payable 524,595 355,315 -------- -------- 647,391 457,014 STOCKHOLDERS' EQUITY Preferred stock, $.10 par value, 30,000,000 shares authorized, no shares issued - - Common stock, $.01 par value, 100,000,000 shares authorized, 37,450,229 at March 31, 1998 and 37,319,184 at September 30, 1997, issued and outstanding. 375 373 Additional capital 212,216 210,742 Retained earnings 72,652 51,665 -------- -------- 285,243 262,780 -------- -------- $932,634 $719,794 ======== ======== See accompanying notes to consolidated financial statements. -3- D. R. HORTON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Six Months Ended March 31, Ended March 31, ---------------------- ---------------------- 1998 1997 1998 1997 --------- --------- --------- --------- (In thousands, except net income per share) (Unaudited) Revenues $277,451 $159,596 $508,603 $303,977 Cost of sales 227,395 129,792 414,607 247,828 -------- -------- -------- -------- Gross profit 50,056 29,804 93,996 56,149 Selling, general and administrative expense 30,055 18,794 55,758 33,911 -------- -------- -------- -------- Operating income 20,001 11,010 38,238 22,238 Interest (expense) (1,472) (816) (2,641) (1,600) Other income 706 408 1,432 1,122 -------- -------- -------- -------- (766) (408) (1,209) (478) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 19,235 10,602 37,029 21,760 Income taxes 7,495 3,911 14,455 8,263 -------- -------- -------- -------- NET INCOME $ 11,740 $ 6,691 $ 22,574 $ 13,497 ======== ======== ======== ======== Net income per share: Basic $0.31 $0.20 $0.60 $0.41 ======== ======== ======== ======== Diluted $0.31 $0.20 $0.59 $0.40 ======== ======== ======== ======== Weighted average number of shares of common stock outstanding: Basic 37,394 33,469 37,365 32,916 ======== ======== ======== ======== Diluted 38,412 33,980 38,318 33,362 ======== ======== ======== ======== See accompanying notes to consolidated financial statements. -4- D. R. HORTON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Total Common Additional Retained Stockholders' Stock Capital Earnings Equity --------------------------------------------- (In thousands) (Unaudited) Balances at October 1, 1997 $ 373 $210,742 $ 51,665 $262,780 Net income - - 22,574 22,574 Issuance under D.R. Horton, Inc. employee benefit plans - 24 - 24 Exercise of stock options 2 1,450 - 1,452 Cash dividends - - (1,587) (1,587) --------------------------------------------- Balances at March 31, 1998 $ 375 $212,216 $ 72,652 $285,243 ============================================= See accompanying notes to consolidated financial statements. -5- D. R. HORTON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended March 31, --------------------------- 1998 1997 ---------- ---------- (In thousands) (Unaudited) OPERATING ACTIVITIES Net income $ 22,574 $ 13,497 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 3,174 1,651 Expense associated with issuance of stock under employee benefit plans 329 100 Changes in operating assets and liabilities: Increase in inventories (112,741) (110,078) Increase in earnest money deposits and other assets (133) (7,534) Increase in accounts payable and other liabilities 17,594 13,951 -------- -------- NET CASH USED IN OPERATING ACTIVITIES (69,203) (88,413) -------- -------- INVESTING ACTIVITIES Net purchase of property and equipment (7,322) (3,778) Net cash paid for acquisitions (25,575) (44,560) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (32,897) (48,338) -------- -------- FINANCING ACTIVITIES Proceeds from notes payable 151,989 160,157 Repayment of notes payable (31,785) (65,605) Issuance of common stock - 36,403 Proceeds from exercise of stock options 1,472 791 Payment of cash dividends (1,587) (648) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 120,089 131,098 -------- -------- INCREASE (DECREASE) IN CASH 17,989 (5,653) Cash at beginning of period 43,984 32,467 -------- -------- Cash at end of period $ 61,973 $ 26,814 ======== ======== Supplemental cash flow information: Interest paid $ 16,271 $ 8,130 ======== ======== Income taxes paid $ 17,604 $ 10,920 ======== ======== See accompanying notes to consolidated financial statements. -6- D.R. HORTON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 1998 NOTE A - BASIS OF PRESENTATION The accompanying unaudited, consolidated financial statements include the accounts of D.R. Horton, Inc. (the "Company") and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended March 31, 1998, are not necessarily indicative of the results that may be expected for the year ending September 30, 1998. NOTE B - NET INCOME PER SHARE Basic net income per share for the three and six month periods ended March 31, 1998 and 1997, is based on the weighted average number of shares of common stock outstanding. Diluted net income per share is based on the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. NOTE C - PROVISIONS FOR INCOME TAXES Deferred tax liabilities and assets, arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, consist primarily of differences in depreciation, warranty costs and inventory cost capitalization methods and were, as of March 31, 1998, not significant. The provisions for income tax expense for the three and six month periods ended March 31, 1998 and 1997, are based on the effective tax rates estimated to be in effect for the respective years. The deferred income tax provisions were not significant in either period. The difference between income tax expense and tax computed by applying the statutory Federal income tax rate to income before income taxes is due primarily to the effect of applicable state income taxes. NOTE D - INTEREST Three months ended Six months ended March 31, March 31, ------------------ ------------------ 1998 1997 1998 1997 ------ ------ ------ ------ (In thousands) Capitalized interest, beginning of period $21,267 $12,073 $17,995 $11,042 Interest incurred 9,905 5,139 18,197 9,011 Interest expensed: Directly (1,472) (816) (2,641) (1,600) Amortized to cost of sales (4,982) (2,270) (8,833) (4,327) ------- ------- ------- ------- Capitalized interest, end of period $24,718 $14,126 $24,718 $14,126 ======= ======= ======= ======= -7- D.R. HORTON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) March 31, 1998 NOTE E - ACQUISITIONS On February 14, 1998, D.R. Horton, Inc. closed the acquisition of the outstanding stock of C. Richard Dobson Builders, Inc. (Dobson), and certain of its affiliated companies, for $23.4 million. Dobson's assets (primarily inventories) on that date approximated $64.9 million; its liabilities, including $49.0 in notes payable paid at closing, approximated $52.5 million. Operating results for Dobson since its acquisition are included in the financial statements as of and for the periods ended March 31, 1998. The Dobson acquisition was treated as a purchase for accounting purposes. On April 20, 1998, D.R. Horton, Inc. and Continental Homes Holding Corp. consummated a merger pursuant to which Continental was merged into Horton, with 2.25 shares of Horton common shares being exchanged for each outstanding share of Continental. A total of 15,459,514 Horton common shares were issued to effect the merger. The merger with Continental was treated as a pooling of interests for accounting purposes. As such, previously reported financial information for Horton has been restated to combine Horton and Continental, as follows: D.R. HORTON, INC. COMBINED FINANCIAL INFORMATION COMBINED CONSOLIDATED STATEMENTS OF INCOME Three months ended Six months ended March 31, March 31, ----------------------- ---------------------- 1998 1997 1998 1997 --------- --------- --------- --------- (In thousands, except net income per share) Homebuilding activities Revenues $448,857 $323,731 $867,513 $655,030 Cost of sales 368,444 266,860 710,981 539,287 -------- -------- -------- -------- Gross profit 80,413 56,871 156,532 115,743 Selling, general and administrative expense 48,430 36,211 94,157 69,154 -------- -------- -------- -------- Operating income from homebuilding activities 31,983 20,660 62,375 46,589 Interest (expense) (2,593) (2,347) (5,068) (4,611) Other income 1,010 1,003 2,053 1,776 -------- -------- -------- -------- Income before income taxes - homebuilding 30,400 19,316 59,360 43,754 -------- -------- -------- -------- Financing activities Revenues 4,102 2,909 8,643 5,916 Selling, general and administrative expense 2,493 2,269 5,790 4,501 -------- -------- -------- -------- Operating income from financing activities 1,609 640 2,853 1,415 Interest (expense) (328) (117) (645) (216) Other income 523 266 1,054 574 -------- -------- -------- -------- Income before income taxes - financing 1,804 789 3,262 1,773 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 32,204 20,105 62,622 45,527 Income taxes 12,712 7,921 24,806 17,938 -------- -------- -------- -------- NET INCOME $ 19,492 $ 12,184 $ 37,816 $ 27,589 ======== ======== ======== ======== Net income per share: Basic $0.37 $0.25 $0.72 $0.57 ======== ======== ======== ======== Diluted $0.33 $0.23 $0.64 $0.51 ======== ======== ======== ======== Weighted average number of shares of common stock outstanding: Basic 52,847 48,987 52,812 48,486 ======== ======== ======== ======== Diluted 62,260 57,733 62,193 57,160 ======== ======== ======== ======== -8- D.R. HORTON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATES (Unaudited) - (Continued) March 31, 1998 NOTE E - ACQUISITIONS (Continued) D.R. HORTON, INC. COMBINED CONSOLIDATED BALANCE SHEETS March 31, September 1998 30, 1997 ---------- ---------- ASSETS (In thousands) HOMEBUILDING Cash $ 91,278 $ 78,228 Inventories: Finished homes and construction in progress 656,527 531,941 Residential lots-developed and under development 559,433 479,553 Land held for development 13,452 12,774 ---------- ---------- 1,229,412 1,024,268 ---------- ---------- Property and equipment, net 24,679 16,988 Earnest money deposits and other assets 73,841 56,420 Excess of cost over net assets acquired, net 49,409 37,717 ---------- ---------- 1,468,619 1,213,621 ---------- ---------- FINANCING Mortgage loans held for sale 38,897 34,072 Other assets 478 630 ---------- ---------- 39,375 34,702 ---------- ---------- $1,507,994 $1,248,323 ========== ========== LIABILITIES HOMEBUILDING Accounts payable and other liabilities $ 189,777 $ 165,309 Notes payable 828,855 632,552 ---------- ---------- 1,018,632 797,861 ---------- ---------- FINANCING Notes payable 17,291 18,188 Other liabilities 3,471 506 ---------- ---------- 20,762 18,694 ---------- ---------- 1,039,394 816,555 ---------- ---------- Minority interests 3,499 3,902 ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock, $.10 par value, 30,000,000 shares authorized, no shares issued - - Common stock, $.01 par value, 100,000,000 shares authorized, 52,909,743 at March 31, 1998, and 52,749,526 at September 30, 1997, issued and outstanding 529 527 Additional capital 270,321 268,631 Retained earnings 194,251 158,708 ---------- ---------- 465,101 427,866 ---------- ---------- $1,507,994 $1,248,323 ========== ========== -9- D.R. HORTON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) March 31, 1998 NOTE F - SUMMARIZED FINANCIAL INFORMATION The 8 3/8% senior notes payable, due June, 2004, in the aggregate principal amount of $150,000,000, are fully and unconditionally guaranteed, on a joint and several basis, by all the Company's direct and indirect subsidiaries other than certain inconsequential subsidiaries. Each of the guarantors is a wholly-owned subsidiary of the Company. Summarized financial information of the Company and its subsidiaries is presented below. Separate financial statements and other disclosures concerning the guarantor subsidiaries are not presented because management has determined that they are not material to investors. As of and for the period ended: (In thousands)
March 31, 1998 (Unaudited) D.R. Horton, Guarantor Nonguarantor Intercompany Inc. Subsidiaries Subsidiaries Eliminations Total ------------ ------------ ------------ ------------ ---------- Total assets............ $803,290 $684,713 $6,963 ($562,332) $932,634 Total liabilities....... 572,806 630,413 697 (556,525) 647,391 Revenues................ 151,933 356,670 831 (831) 508,603 Gross profit............ 24,413 69,583 676 (676) 93,996 Net income.............. 16,982 41,890 502 (36,800) 22,574 March 31, 1997 (Unaudited) D.R. Horton, Guarantor Nonguarantor Intercompany Inc. Subsidiaries Subsidiaries Eliminations Total ------------ ------------ ------------ ------------ ---------- Total assets............ $550,920 $384,118 $2,088 ($302,517) $634,609 Total liabilities....... 343,400 355,111 766 (301,632) 397,645 Revenues................ 109,011 194,966 681 (681) 303,977 Gross profit............ 21,138 35,011 550 (550) 56,149 Net income.............. 11,042 23,836 537 (21,918) 13,497 September 30, 1997 D.R. Horton, Guarantor Nonguarantor Intercompany Inc. Subsidiaries Subsidiaries Eliminations Total ------------ ------------ ------------ ------------ ---------- Total assets............ $619,586 $456,323 $2,065 ($358,180) $719,794 Total liabilities....... 395,803 417,284 1,272 (357,345) 457,014 Revenues................ 286,568 550,712 1,513 (1,513) 837,280 Gross profit............ 51,485 100,454 1,226 (1,226) 151,939 Net income.............. 34,521 70,942 909 (70,168) 36,204
-10- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS The following tables set forth certain operating and financial data for the Company: Percentages of Revenue ----------------------------------------------- Three Six Months Ended Months Ended March 31, March 31, ------------------- ------------------- 1998 1997 1998 1997 ------------------- ------------------- Costs and expenses: Cost of sales 82.0% 81.3% 81.5% 81.5% Selling, general and administrative expense 10.8 11.8 11.0 11.2 Interest expense 0.5 0.5 0.5 0.5 ------- ------- ------- ------- Total costs and expenses 93.3 93.6 93.0 93.2 Other (income) (0.2) (0.3) (0.3) (0.3) ------- ------- ------- ------- Income before income taxes 6.9 6.7 7.3 7.1 Income taxes 2.7 2.5 2.9 2.7 ------- ------- ------- ------- Net income 4.2% 4.2% 4.4% 4.4% ======= ======= ======= =======
New sales contracts, net Homes in of cancellations Home closings sales backlog ----------------------------------- ----------------------------------- -------------- Three Six Three Six Months Ended Months Ended Months Ended Months Ended As of March 31, March 31, March 31, March 31, March 31, ---------------- ---------------- ---------------- ---------------- -------------- 1998 1997 1998 1997 1998 1997 1998 1997 1998 1997 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Mid-Atlantic (Maryland, New Jersey, North and South Carolina, Virginia) 651 192 947 300 422 151 672 267 879 361 Midwest (Illinois, Kansas, Minnesota, Missouri, Ohio) 294 140 425 229 134 106 240 211 365 202 Southeast (Alabama, Florida, Georgia) Tennessee) 644 298 1,069 398 466 241 902 371 604 407 Southwest (Arizona, New Mexico, Texas) 655 339 989 604 362 270 715 603 719 490 West (California, Colorado, Nevada, Utah) 563 312 917 501 297 202 582 373 755 381 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Totals 2,807 1,281 4,347 2,032 1,681 970 3,111 1,825 3,322 1,841 ====== ======= ====== ====== ====== ====== ====== ====== ====== ======
-11- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997 Revenues for the three months ended March 31, 1998, increased by 73.8%, to $277.5 million, from $159.6 million in the comparable period of 1997. The number of homes closed by the Company increased by 73.3%, to 1,681 homes in the three months ended March 31, 1998, from 970 in the same period of 1997. Percentage increases in homes closed ranging from 26.4% to 179.5% were achieved in the Company's market regions. The increases in both revenues and home closings were due in part to the results achieved in January and February, 1998, by Torrey, acquired in February, 1997, and Dobson, acquired in February, 1998. In January and February, 1998, Torrey provided $39.1 million in revenue (266 homes closed), compared to $7.9 million (56 homes closed) in the comparable period of 1997. Since its acquisition, Dobson has provided $19.3 million in revenues, with 121 homes closed. Excluding the Torrey and Dobson amounts referred to above, revenues for the three months ended March 31, 1998, increased by 44.4%, to $219.1 million. The average selling price of homes closed in the three months ended March 31, 1998, was $164,900, essentially unchanged from $164,200 in the same period of 1997. The average selling price of homes closed by Torrey and Dobson during the current three-month period was $148,900. The effect of the lower average prices associated with the homes closed by Torrey and Dobson was offset by a 3% increase in average selling price of homes closed by the Company's other divisions. New net sales contracts increased 119.1%, to 2,807 homes for the three months ended March 31, 1998, from 1,281 homes for the three months ended March 31, 1997. The dollar amount of new net sales contracts increased 121.1%, to $469.5 million. Percentage increases in new net sales contracts ranging from 80.4% to 239.1% were achieved in the Company's market regions. In January and February, 1998, Torrey had 386 new net home sales, compared to 33 in the comparable period of 1997. In the three months ended March 31, 1998, Dobson had 167 new net home sales. Excluding Torrey and Dobson, new net sales contracts amounted to 2,254 homes in the current three-month period, an 80.6% increase over 1997. The Company was operating in 397 subdivisions at March 31, 1998, compared to 272 subdivisions at March 31, 1997. At March 31, 1998, the Company's backlog of sales contracts was 3,322 homes ($579.0 million), an 80.4% increase over comparable figures at March 31, 1997. The increase in backlog was due in part to Dobson's backlog of 293 home sales contracts ($48.0 million), purchased in February, 1998. Cost of sales increased by 75.2%, to $227.4 million in the three months ended March 31, 1998, from $129.8 million in the comparable period of 1997. The increase was primarily attributable to the increase in revenues. As a percentage of revenues, cost of sales increased to 82.0% in 1998 from 81.3% in 1997, due to lower margins associated with Dobson closings and the effects of purchase accounting. Selling, general and administrative (SG&A) expense increased by 59.9%, to $30.1 million in the three months ended March 31, 1998, from $18.8 million in the comparable period of 1997. As a percentage of revenues, SG&A expense decreased 1.0%, to 10.8% in 1998, from 11.8% in 1997, due primarily to the large increase in revenues absorbing fixed costs. Interest expense amounted to $1.5 million in the three months ended March 31, 1998, compared to $0.8 million in the comparable period of 1997. The Company follows a policy of capitalizing interest only on inventory under construction or development. During the three months ended March 31, 1998 and 1997, the Company expensed a greater portion of incurred interest and other financing costs due to increased levels of finished lots and homes. Capitalized interest and other financing costs are included in cost of sales at the time of home closings. Other income, which consists mainly of interest income and the pre-tax earnings of the DRH Title Companies and DRH Mortgage Company, Ltd., increased to $706,000 in the three months ended March 31, 1998, from $408,000 for the same period of 1997, due to increased activity by these entities. The provision for income taxes was $7.5 million in the three months ended March 31, 1998, up $3.6 million from the $3.9 million for the comparable quarter of 1997. The increase in income taxes was primarily attributable to the increase in income before income taxes. The effective income tax rate for the three months ended March 31, 1998, was 39.0%, compared to 36.9% for the comparable period of 1997, due primarily to an increase in the state income tax rates anticipated to be in effect in the current fiscal year. -12- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Six Months Ended March 31, 1998 Compared to Six Months Ended March 31, 1997 Revenues for the six months ended March 31, 1998, increased by 67.3%, to $508.6 million, from $304.0 million in the comparable period of 1997. The number of homes closed by the Company increased by 70.5%, to 3,111 in the six months ended March 31, 1998, from 1,825 in the same period of 1997. Percentage increases in homes closed ranging from 13.7% to 151.7% were achieved in each of the Company's market regions. During the six months ended March 31, 1998 for which virtually no comparable activity occurred in the prior year, Torrey and Dobson together provided $122.6 million in revenues, with 828 homes closed. Excluding Torrey and Dobson, revenues for the six months ended March 31, 1998, increased 30.4%, to $386.0 million. The average selling price of homes closed in the six months ended March 31, 1998, was $163,300, a 1.8% decrease from the $166,300 for the same period of 1997. The decrease in average home selling price was due primarily to Torrey and Dobson, whose combined average home closing price was $147,600 for the 1998 period. New net sales contracts increased 113.9%, to 4,347 homes for the six months ended March 31, 1998, from 2,032 homes for the six months ended March 31, 1997. The dollar amount of new net sales contracts increased 112.6%, to $727.4 million. Percentage increases in new net sales contracts ranging from 63.7% to 215.7% were achieved in the Company's market regions. New net sales for Torrey and Dobson during that part of the current six-month period with no activity in the comparable year earlier period, amounted to $148.3 million (1,014 homes). Net of their effect, the dollar value of new net sales contracts increased by 71.7%, to $579.1 million (3,333 homes) in the six months ended March 31, 1998. Cost of sales increased by 67.3%, to $414.6 million in the six months ended March 31, 1998, from $247.8 million in the comparable period of 1997. The increase was wholly attributable to the increase in revenues, as cost of sales as a percentage of revenues remained constant at 81.5%. Selling, general and administrative (SG&A) expense increased by 64.4%, to $55.8 million in the six months ended March 31, 1998, from $33.9 million in the comparable period of 1997. As a percentage of revenues, SG&A expense decreased to 11.0% for the six months ended March 31, 1998, from 11.2% for the same period of 1997. The decrease in SG&A expenses as a percentage of revenues is due primarily to the increased revenues. Interest expense during the six months ended March 31, 1998 amounted to $2.6 million, compared to $1.6 million in the comparable period of 1997. The Company follows a policy of capitalizing interest only on inventory under construction or development. During the six months ended March 31, 1998 and 1997, the Company expensed a greater portion of incurred interest and other financing costs due to increased levels of finished lots and homes. Capitalized interest and other financing costs are included in cost of sales at the time of home closings. Other income, which consists mainly of interest income and the pre-tax earnings of the DRH Title Companies and DRH Mortgage Co., Ltd., increased to $1,432,000 in the six months ended March 31, 1998, from $1,122,000 in the same period of 1997. The provision for income taxes was $14.5 million in the six months ended March 31, 1998, compared to $8.3 million in the comparable period of 1997, due primarily to the increase in income before income taxes. The effective income tax rate for the six months ended March 31, 1998, was 39.0%, compared to 38.0% for the comparable period of 1997, due primarily to an increase in the state income tax rates anticipated to be in effect in the current fiscal year. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES At March 31, 1998, the Company had available cash and cash equivalents of $62.0 million. Inventories (including finished homes and construction in progress, developed residential lots and other land) at March 31, 1998, increased by $171.2 million from September 30, 1997, due to the acquisition of Dobson, whose assets consisted primarily of inventories. Inventories also increased due to a general increase in business activity and the expansion of operations in all of the Company's market areas. The inventory increase and the acquisition of Dobson were financed by borrowing under the revolving credit facility. As a result, the Company's ratio of notes payable to total capital increased to 64.8% at March 31, 1998, from 57.5% at September 30, 1997. The stockholders' equity to total assets ratio decreased during the six months, to 30.6% at March 31, 1998, from 36.5% at September 30, 1997. -13- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During fiscal 1998, the Company's Board of Directors has declared two quarterly cash dividends of $.0225 per common share, the last of which is payable on May 15, 1998, to stockholders of record on April 29, 1998. In February, 1998, the Company completed the acquisition of all of the outstanding capital stock of C. Richard Dobson Builders, Inc. (Dobson), and certain of its affiliated companies, for $23.4 million. Dobson's assets, primarily inventories, amounted to approximately $64.9 million. Total liabilities assumed amounted to approximately $52.5 million, including notes payable of $49.0 million, which were paid at closing. The Dobson acquisition was accounted for as a purchase. On April 20, 1998, the Company closed its merger with Continental Homes Holding Corp. (Continental). In accordance with the terms of the merger agreement, a total of 15,459,514 shares of D.R. Horton, Inc. common stock were exchanged for all of the Continental common stock outstanding, based upon an exchange ratio of 2.25. As restated at March 31, 1998, combined consolidated stockholders' equity is $465.1 million. At time of the merger, the Company assumed Continental's existing public debt, consisting of $150 million 10% senior notes due April 15, 2006, and $86.1 million in 6 7/8% convertible subordinated notes due November 1, 2002. The $150 million 10% senior notes may be put to the Company at 101% of par value through June 18, 1998, under terms of the change of control provisions in the indenture. The convertible notes may be exchanged for Horton common stock at the rate of 94.73625 shares for each $1,000 principal amount at any time prior to maturity. The convertible notes are redeemable in whole or in part at the option of the Company at any time on or after November 1, 1998, at redemption prices decreasing from 103.438%. On April 21, 1998, the Company increased and restructured its unsecured bank credit facility, to $825 million, consisting of a $775 million four-year revolving loan and a $50 million four-year letter of credit facility. At March 31, 1998, the Company had outstanding debt of $524.6 million, of which $372.0 million represented advances under the bank credit facility that existed at that time. In connection with the Continental merger, the Company drew $76 million under its credit facility to repay certain of Continental's obligations to banks. After giving effect to the Continental merger, and under the debt covenants associated with the restructured credit facility, the Company had additional borrowing capacity of $165.5 million at March 31, 1998. The Company's rapid growth and acquisition strategy require significant amounts of capital. It is anticipated that future home construction, lot and land purchases and acquisitions will be funded through internally generated funds and new and existing borrowing relationships. The Company has a currently effective shelf registration statement for debt securities and common and preferred stock with a remaining capacity of $100 million. Market conditions will determine when and whether the Company sells any securities using the balance of this registration statement. The Company continuously evaluates its capital structure and, in the future, may seek to further increase unsecured debt and obtain additional equity to fund ongoing operations as well as to pursue additional growth opportunities. Except for ordinary expenditures for the construction of homes, the acquisition of land and lots for development and sale of homes, at March 31, 1998, the Company had no material commitments for capital expenditures. Safe Harbor Statement Certain statements in this Quarterly Report on Form 10-Q, as well as statements made by the Company in periodic press releases, and oral statements made by the Company's officials to analysts and stockholders in the course of presentations about the Company, may be construed as "Forward-Looking Statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may involve unstated risks, uncertainties and other factors that may cause actual results to differ materially from those initially anticipated. Such risks, uncertainties and other factors include, but are not limited to, changes in general economic conditions, fluctuations in interest rates, increases in costs of material, supplies and labor and general competitive conditions. -14- PART II. OTHER INFORMATION. ITEM 4. Submission of Matters to a Vote of Security Holders. On January 22, 1998, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders re-elected all nine members of the Board of Directors of the Company to serve until the Company's next annual meeting of stockholders and until their respective successors are elected and qualified. The names of the nine directors, the votes cast for and the number of votes withheld were as follows: Name Votes For Votes Withheld ---- --------- -------------- Richard Beckwitt 34,791,542 251,854 Richard I. Galland 34,791,542 251,854 Donald R. Horton 34,791,442 251,954 Richard L. Horton 34,791,542 251,854 Terrill J. Horton 34,791,542 251,854 David J. Keller 34,791,542 251,854 Francine I. Neff 34,791,542 251,854 Scott J. Stone 34,791,542 251,854 Donald J. Tomnitz 34,791,542 251,854 At the Annual Meeting, the stockholders also approved a proposal to amend the Company's 1991 Stock Incentive Plan, as amended, to increase the number of shares of the Company's Common Stock issuable thereunder from 3,969,041 shares to 6,000,000 shares (the "Proposal"). The number of votes cast for and against the Proposal and the number of abstentions were as follows: Votes For Votes Against Abstentions ---------- ------------- ----------- 25,160,109 6,548,607 11,646 ITEM 5. Other Information. In connection with the Company's acquisition of Dobson and Continental, and the merger of certain of the Company's subsidiaries into other subsidiaries of the Company, the Company has executed a Third Supplemental Indenture, dated as of April 17, 1998, and a Fourth Supplemental Indenture, dated as of April 20, 1998; each such Supplemental Indenture is among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, and relates to the Company's 8-3/8% Senior Notes, due 2004, (the "Notes"). The Third and Fourth Supplemental Indentures reflect the addition, as guarantors of the Notes, of certain: (a) newly activated subsidiaries of the Company: Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton, Inc. - Sacramento California D.R. Horton - Sacramento California Management Company, Inc. -15- (b) subsidiaries acquired in the Dobson acquisition: Name Jurisdiction of Organization ---- ---------------------------- C. Richard Dobson Builders, Inc. Virginia Land Development, Inc. Virginia (c) subsidiaries acquired in the Continental acquisition: Name Jurisdiction of Organization ---- ---------------------------- Continental Homes, Inc. Delaware KDB Homes, Inc. Delaware L&W Investments, Inc. California Continental Ranch, Inc. Delaware Continental Homes of Florida, Inc. Florida CHI Construction Company Arizona CHTEX of Texas, Inc. Delaware CH Investments of Texas, Inc. Delaware Continental Homes of Austin, L.P. Texas Continental Homes of Dallas, L.P. Texas Continental Homes of San Antonio, L.P. Texas The Third Supplemental Indenture also reflects the merger of 45 subsidiaries of the Company, which were guarantors of the Notes, into three other subsidiaries of the Company, which were also guarantors of the Notes. All of these subsidiaries are listed in the Third Supplemental Indenture. In connection with the Continental acquisition, the Company also executed (i) a First Supplemental Indenture, dated as of April 20, 1998, among the Company, the guarantors named therein and First Union National Bank, as Trustee, assuming Continental's 10% Senior Notes, due 2006, and (ii) a First Supplemental Indenture, dated as of April 20, 1998, between the Company and Manufacturers and Traders Trust Company, as Trustee, assuming Continental's 6- 7/8% Convertible Subordinated Notes, due 2002. Other information concerning the acquisitions of Dobson and Continental has been previously reported in, and is described in, the Company's Registration Statement on Form S-4 (Registration Number 333-44279) dated March 13, 1998, and the Company's Current Reports on Form 8-K, dated April 14, 1998, April 20, 1998 (filed on April 21, 1998) and April 20, 1998 (filed on May 4, 1998). ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 4.1 Indenture dated as of April 15, 1996 between Continental and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.1 to Continental's Annual Report on Form 10-K for the year ended May 31, 1996. The Commission file number for Continental is 1-10700. -16- 4.2 Indenture dated as of November 1, 1995 between Continental and Manufacturers and Traders Trust Company, as Trustee, is incorporated by reference from Exhibit 4.1 to Continental's Quarterly Report on Form 10-Q for the quarter ended November 30, 1995. The Commission file number for Continental is 1-10700. 4.3* Third Supplemental Indenture, dated as of April 17, 1998, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the Company's 8-3/8% Senior Notes, due 2004. 4.4* Fourth Supplemental Indenture, dated as of April 20, 1998, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the Company's 8-3/8% Senior Notes, due 2004. 4.5* First Supplemental Indenture, dated as of April 20, 1998, among the Company, the guarantors named therein and First Union National Bank, as Trustee, relating to Continental's 10% Senior Notes, due 2006. 4.6* First Supplemental Indenture, dated as of April 20, 1998, between the Company and Manufacturers and Traders Trust Company, as Trustee, relating to Continental's 6-7/8% Convertible Subordinated Notes, due 2002. - ---------- * Filed herewith. (b) Reports on Form 8-K. None. -17- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. D.R. HORTON, INC. Date: May 14, 1998 By:/s/ David J. Keller ----------------------------------------------- David J. Keller, on behalf of D.R. Horton, Inc. and as Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) -18- EX-4.3 2 THIRD SUPPLEMENTAL INDENTURE EXHIBIT 4.3 ================================================================================ D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO AND AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee ----------- THIRD SUPPLEMENTAL INDENTURE Dated as of April 17, 1998 ----------- 8 3/8% SENIOR NOTES DUE 2004 ================================================================================ THIRD SUPPLEMENTAL INDENTURE, dated as of April 17, 1998, to the Indenture, dated as of June 9, 1997 (as amended, modified or supplemented from time to time in accordance therewith, the "Indenture"), by and among D.R. HORTON, INC., a Delaware corporation (the "Company"), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING GUARANTORS (as defined herein) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee (the "Trustee"). RECITALS WHEREAS, the Company and the Trustee entered into the Indenture to provide for the issuance from time to time of senior debt securities (the "Securities") to be issued in one or more series as the Indenture provides; WHEREAS, pursuant to the First Supplemental Indenture dated as of June 9, 1997 (the "First Supplemental Indenture"), among the Company, the guarantors party thereto (with the guarantors party to subsequent supplemental indentures, the "Existing Guarantors") and the Trustee, the Company issued a series of Securities designated as its 8 3/8% Senior Notes due 2004 in the aggregate principal amount of up to $250,000,000 (the "Notes"); WHEREAS, pursuant to Section 4.05 of the Indenture, if the Company organizes, acquires or otherwise invests in another Subsidiary which becomes a Restricted Subsidiary, then such Subsidiary shall execute and deliver a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes on the terms set forth in the Indenture; WHEREAS, in accordance with Section 4.05 of the Indenture, the Company desires to cause certain newly organized or acquired Subsidiaries who are deemed to be Restricted Subsidiaries according to the Indenture to be bound by those terms applicable to a Guarantor under the Indenture (as it applies to the Securities); WHEREAS, pursuant to Section 9.05 of the Indenture, a Guarantor may merge with or into another Restricted Subsidiary and, upon such merger, the Guarantee given by such Guarantor shall no longer have any force or effect; WHEREAS, in accordance with Section 9.05 of the Indenture, the Company desires to cause certain Guarantors to merge with and into certain Restricted Subsidiaries (the "Merged Guarantors"), whereupon the Guarantees given by such Guarantors shall no longer have any force or effect; WHEREAS, the execution of this Third Supplemental Indenture has been duly authorized by the Boards of Directors of the Company and the Additional Guarantors and all things necessary to make this Third Supplemental Indenture a valid, binding and legal instrument according to its terms have been done and performed; -1- NOW THEREFORE, for and in consideration of the premises, the Company, the Additional Guarantors and the Existing Guarantors covenant and agree with the Trustee for the equal and ratable benefit of the respective holders of the Securities as follows: ARTICLE I. ADDITIONAL GUARANTORS 1.1. In accordance with Section 4.05 of the Indenture, the following Restricted Subsidiaries (the "Additional Guarantors") hereby unconditionally guarantee all of the Company's obligations under the Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company and the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, including without limitation, Article Nine thereof, and, in the case of the Notes, Article One of the First Supplemental Indenture thereto and the Guarantees affixed thereto: Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton, Inc. - Sacramento California D.R. Horton - Sacramento California Management Company, Inc. C. Richard Dobson Builders, Inc. Virginia Land Development, Inc. Virginia 1.2. The Trustee is hereby authorized to add the above-named Additional Guarantors to the list of Guarantors on the Guarantees affixed to the Notes. ARTICLE II. MERGED GUARANTORS 2.1. In accordance with Section 9.05 of the Indenture, the Company and the Trustee acknowledge that the Guarantees previously given by the following Merged Guarantors no longer have any force or effect by reason of the merger of the Merged Guarantors into the Restricted Subsidiaries as indicated below: The following Merged Guarantors merged with and into D.R. Horton Los Angeles Holding Company, Inc., a California corporation, a Restricted Subsidiary and Guarantor: Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton Los Angeles No. 9, Inc. California D.R. Horton Los Angeles No. 10, Inc. California D.R. Horton Los Angeles No. 11, Inc. California D.R. Horton Los Angeles No. 12, Inc. California -2- Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton Los Angeles No. 13, Inc. California D.R. Horton Los Angeles No. 14, Inc. California D.R. Horton Los Angeles No. 16, Inc. California D.R. Horton Los Angeles No. 17, Inc. California D.R. Horton Los Angeles No. 18, Inc. California D.R. Horton Los Angeles No. 19, Inc. California The following Merged Guarantors merged with and into D.R. Horton San Diego Holding Company, Inc., a California corporation, a Restricted Subsidiary and Guarantor: Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton San Diego No. 9, Inc. California D.R. Horton San Diego No. 10, Inc. California D.R. Horton San Diego No. 11, Inc. California D.R. Horton San Diego No. 12, Inc. California D.R. Horton San Diego No. 13, Inc. California D.R. Horton San Diego No. 14, Inc. California D.R. Horton San Diego No. 15, Inc. California D.R. Horton San Diego No. 16, Inc. California D.R. Horton San Diego No. 17, Inc. California D.R. Horton San Diego No. 18, Inc. California D.R. Horton San Diego No. 19, Inc. California D.R. Horton San Diego No. 20, Inc. California D.R. Horton San Diego No. 21, Inc. California D.R. Horton San Diego No. 22, Inc. California D.R. Horton San Diego No. 23, Inc. California D.R. Horton San Diego No. 24, Inc. California D.R. Horton San Diego No. 25, Inc. California D.R. Horton San Diego No. 26, Inc. California The following Merged Guarantors merged with and into D.R. Horton, Inc. - - Denver, a Delaware corporation, a Restricted Subsidiary and Guarantor: Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton Denver No. 10, Inc. Colorado D.R. Horton Denver No. 11, Inc. Colorado D.R. Horton Denver No. 12, Inc. Colorado D.R. Horton Denver No. 13, Inc. Colorado D.R. Horton Denver No. 14, Inc. Colorado D.R. Horton Denver No. 15, Inc. Colorado D.R. Horton Denver No. 16, Inc. Colorado D.R. Horton Denver No. 17, Inc. Colorado D.R. Horton Denver No. 18, Inc. Colorado D.R. Horton Denver No. 19, Inc. Colorado D.R. Horton Denver No. 20, Inc. Colorado -3- Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton Denver No. 21, Inc. Colorado D.R. Horton Denver No. 22, Inc. Colorado D.R. Horton Denver No. 23, Inc. Colorado D.R. Horton Denver No. 24, Inc. Colorado D.R. Horton Denver No. 25, Inc. Colorado D.R. Horton Denver No. 26, Inc. Colorado ARTICLE III. MISCELLANEOUS PROVISIONS 3.1. This Third Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture, the First Supplemental Indenture, and the Second Supplemental Indenture, dated as of September 30, 1997, by and among the Company, the guarantors thereto and the Trustee, shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument. 3.2. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 3.3. In case any one or more of the provisions contained in this Third Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture or of the Notes. 3.4. The article and section headings herein are for convenience only and shall not affect the construction hereof. 3.5. Any capitalized term used in this Third Supplemental Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require. 3.6. All covenants and agreements in this Third Supplemental Indenture by the Company and the Additional Guarantors shall bind each of their successors and assigns, whether so expressed or not. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors and assigns. 3.7. The laws of the State of New York shall govern this Third Supplemental Indenture, the Securities of each Series and the Guarantees. 3.8. Except as amended by this Third Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. 3.9. This Third Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Third Supplemental Indenture. -4- 3.10. All liability described in paragraph 12 of the Notes of any director, officer, employee or stockholder, as such, of the Company is waived and released. 3.11. The Trustee accepts the modifications of the trust effected by this Third Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as the statements of the Company and the Additional Guarantors, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Third Supplemental Indenture and the Trustee makes no representation with respect thereto. [SIGNATURES ON NEXT PAGE] -5- IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. D.R. HORTON, INC. By:/s/ David J. Keller ------------------------------------- David J. Keller Executive Vice President, Chief Financial Officer and Treasurer ADDITIONAL GUARANTORS: D.R. Horton, Inc. - Sacramento D.R. Horton - Sacramento Management Company, Inc. C. Richard Dobson Builders, Inc. Land Development, Inc. By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer EXISTING GUARANTORS: DRHI, Inc. DRH Construction, Inc. DRH New Mexico Construction, Inc. D.R. Horton Denver Management Company, Inc. D.R. Horton, Inc. - Albuquerque D.R. Horton, Inc. - Denver D.R. Horton, Inc. - Minnesota D.R. Horton, Inc. - New Jersey Meadows I, Ltd. Meadows II, Ltd. Meadows IX, Inc. Meadows X, Inc. D.R. Horton Los Angeles Holding Company, Inc. D.R. Horton Los Angeles Management Company, Inc. D.R. Horton, Inc. - Birmingham D.R. Horton, Inc. - Greensboro D.R. Horton San Diego Holding Company, Inc. -6- D.R. Horton San Diego Management Company, Inc. D.R. Horton, Inc. - Torrey DRH Tucson Construction, Inc. S.G. Torrey Atlanta, Ltd. By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer D.R. Horton Management Company, Ltd. By: Meadows I, Ltd., its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer D.R. Horton - Texas, Ltd. By: Meadows I, Ltd., its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer SGS Communities at Grande Quay, LLC By: Meadows IX, Inc., a member By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer and By: Meadows X, Inc., a member By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer -7- AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee By:/s/ Herbert J. Lemmer ------------------------------------- Name: Herbert J. Lemmer Title: Vice President -8- EX-4.4 3 FOURTH SUPPLEMENTAL INDENTURE EXHIBIT 4.4 ================================================================================ D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO AND AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee ----------- FOURTH SUPPLEMENTAL INDENTURE Dated as of April 20, 1998 ----------- 8 3/8% SENIOR NOTES DUE 2004 ================================================================================ FOURTH SUPPLEMENTAL INDENTURE, dated as of April 20, 1998, to the Indenture, dated as of June 9, 1997 (as amended, modified or supplemented from time to time in accordance therewith, the "Indenture"), by and between D.R. HORTON, INC., a Delaware corporation (the "Company"), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING GUARANTORS (as defined herein) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee (the "Trustee"). RECITALS WHEREAS, the Company and the Trustee entered into the Indenture to provide for the issuance from time to time of senior debt securities (the "Securities") to be issued in one or more series as the Indenture provides; WHEREAS, pursuant to the First Supplemental Indenture dated as of June 9, 1997 (the "First Supplemental Indenture"), among the Company, the guarantors party thereto (with the guarantors party to subsequent supplemental indentures, the "Existing Guarantors") and the Trustee, the Company issued a series of Securities designated as its 8 3/8% Senior Notes due 2004 in the aggregate principal amount of up to $250,000,000 (the "Notes"); WHEREAS, on April 20, 1998, pursuant to the laws of the State of Delaware and in accordance with the terms of the Agreement and Plan of Merger, dated as of December 18, 1997 (the "Merger Agreement"), by and between the Company and Continental Homes Holding Corp., a Delaware corporation ("Continental"), Continental was duly merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation; WHEREAS, pursuant to Section 4.05 of the Indenture, if the Company organizes, acquires or otherwise invests in another Subsidiary which becomes a Restricted Subsidiary, then such Subsidiary shall execute and deliver a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes on the terms set forth in the Indenture; WHEREAS, as a result of the Merger and in accordance with Section 4.05 of the Indenture, the Company desires to cause each of the former subsidiaries of Continental who are deemed to be Restricted Subsidiaries according to the Indenture to be bound by those terms applicable to a Guarantor under the Indenture (as it applies to the Securities); WHEREAS, the execution of this Fourth Supplemental Indenture has been duly authorized by the Boards of Directors of the Company and the Additional Guarantors and all things necessary to make this Fourth Supplemental Indenture a valid, binding and legal instrument according to its terms have been done and performed; NOW THEREFORE, for and in consideration of the premises, the Company, the Existing Guarantors and the Additional Guarantors covenant and agree with the Trustee for the equal and ratable benefit of the respective holders of the Securities as follows: -1- ARTICLE I. ADDITIONAL GUARANTORS 1.1. In accordance with Section 4.05 of the Indenture, the following Restricted Subsidiaries (the "Additional Guarantors") hereby unconditionally guarantee all of the Company's obligations under the Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company and the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, including without limitation, Article Nine thereof, and, in the case of the Notes, Article One of the First Supplemental Indenture thereto and the Guarantees affixed thereto: Name Jurisdiction of Organization ---- ---------------------------- Continental Homes, Inc. Delaware KDB Homes, Inc. Delaware L&W Investments, Inc. California Continental Ranch, Inc. Delaware Continental Homes of Florida, Inc. Florida CHI Construction Company Arizona CHTEX of Texas, Inc. Delaware CH Investments of Texas, Inc. Delaware Continental Homes of Austin, L.P. Texas Continental Homes of Dallas, L.P. Texas Continental Homes of San Antonio, L.P. Texas 1.2. The Trustee is hereby authorized to add the above-named Additional Guarantors to the list of Guarantors on the Guarantees affixed to the Notes. ARTICLE II. MISCELLANEOUS PROVISIONS 2.1. This Fourth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, dated as of September 30, 1997, by and among the Company, the guarantors thereto and the Trustee, and the Third Supplemental Indenture, dated as of April 17, 1998, by and among the Company, the guarantors thereto and the Trustee, shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument. 2.2. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 2.3. In case any one or more of the provisions contained in this Fourth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or -2- unenforceability shall not affect any other provisions of this Fourth Supplemental Indenture or of the Notes. 2.4. The article and section headings herein are for convenience only and shall not affect the construction hereof. 2.5. Any capitalized term used in this Fourth Supplemental Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require. 2.6. All covenants and agreements in this Fourth Supplemental Indenture by the Company and the Additional Guarantors shall bind each of their successors and assigns, whether so expressed or not. All agreements of the Trustee in this Fourth Supplemental Indenture shall bind its successors and assigns. 2.7. The laws of the State of New York shall govern this Fourth Supplemental Indenture, the Securities of each Series and the Guarantees. 2.8. Except as amended by this Fourth Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. 2.9. This Fourth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Fourth Supplemental Indenture. 2.10. All liability described in paragraph 12 of the Notes of any director, officer, employee or stockholder, as such, of the Company is waived and released. 2.11 The Trustee accepts the modifications of the trust effected by this Fourth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as the statements of the Company and the Additional Guarantors, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Fourth Supplemental Indenture and the Trustee makes no representation with respect thereto. [SIGNATURES ON NEXT PAGE] -3- IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. D.R. HORTON, INC. By:/s/ David J. Keller ------------------------------------- David J. Keller Executive Vice President, Chief Financial Officer and Treasurer ADDITIONAL GUARANTORS: Continental Homes, Inc. KDB Homes, Inc. L&W Investments, Inc. Continental Ranch, Inc. Continental Homes of Florida, Inc. CHI Construction Company CHTEX of Texas, Inc. CH Investments of Texas, Inc. By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer Continental Homes of Austin, L.P. By: CHTEX of Texas, Inc. Its: General Partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer Continental Homes of Dallas, L.P. By: CHTEX of Texas, Inc. Its: General Partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer -4- Continental Homes of San Antonio, L.P. By: CHTEX of Texas, Inc. Its: General Partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer EXISTING GUARANTORS: DRHI, Inc. DRH Construction, Inc. DRH New Mexico Construction, Inc. D.R. Horton Denver Management Company, Inc. D.R. Horton, Inc. - Albuquerque D.R. Horton, Inc. - Denver D.R. Horton, Inc. - Minnesota D.R. Horton, Inc. - New Jersey Meadows I, Ltd. Meadows II, Ltd. Meadows IX, Inc. Meadows X, Inc. D.R. Horton Los Angeles Holding Company, Inc. D.R. Horton Los Angeles Management Company, Inc. D.R. Horton, Inc. - Birmingham D.R. Horton, Inc. - Greensboro D.R. Horton San Diego Holding Company, Inc. D.R. Horton San Diego Management Company, Inc. D.R. Horton, Inc. - Torrey DRH Tucson Construction, Inc. D.R. Horton, Inc. - Sacramento D.R. Horton - Sacramento Management Company, Inc. C. Richard Dobson Builders, Inc. Land Development, Inc. S. G. Torrey Atlanta, Ltd. By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer -5- D.R. Horton Management Company, Ltd. By: Meadows I, Ltd., its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer D.R. Horton - Texas, Ltd. By: Meadows I, Ltd., its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer SGS Communities at Grande Quay, LLC By: Meadows IX, Inc., a member By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer and By: Meadows X, Inc., a member By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer -6- AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee By:/s/ Herbert J. Lemmer ------------------------------------- Name: Herbert J. Lemmer Title: Vice President -7- EX-4.5 4 FIRST SUPPLEMENTAL INDENTURE EXHIBIT 4.5 ================================================================================ D.R. HORTON, INC. THE GUARANTORS PARTY HERETO, AND FIRST UNION NATIONAL BANK, as Trustee ----------- FIRST SUPPLEMENTAL INDENTURE Dated as of April 20, 1998 ----------- 10% SENIOR NOTES DUE 2006 ============================================================================== THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 1998, by and among D.R. HORTON, INC., a Delaware corporation (the "Company"), the subsidiaries of the Company signatory hereto (the "Additional Guarantors") and FIRST UNION NATIONAL BANK, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"). RECITALS WHEREAS, Continental Homes Holding Corp., a Delaware corporation ("Continental"), and the Trustee entered into the Indenture dated as of April 15, 1996 (the "Indenture"), pursuant to which Continental issued $150,000,000 principal amount of 10% Senior Notes due 2006 (the "Securities"); WHEREAS, on April 20, 1998, pursuant to the laws of the State of Delaware and in accordance with the terms of the Agreement and Plan of Merger, dated as of December 18, 1997 (the "Merger Agreement"), by and between the Company and Continental, Continental was duly merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation; WHEREAS, as a result of the Merger, the Company succeeded to all obligations, duties and liabilities of Continental under the Indenture as if incurred or contracted by the Company; WHEREAS, the Company desires to amend the Indenture to provide for the assumption by the Company of all obligations of Continental pursuant to Section 5.01 of the Indenture and that all references to Continental shall now, where appropriate, be references to "D.R. Horton, Inc."; WHEREAS, pursuant to Section 4.16 of the Indenture, the Company is required to cause any Subsidiary with a net book value greater than $10,000,000 which is a Restricted Subsidiary to guarantee, simultaneously with its designation as a Restricted Subsidiary, the payment of the Securities pursuant to the terms of Article 10 and Exhibit B of the Indenture; and WHEREAS, the execution of this First Supplemental Indenture has been duly authorized by the Boards of Directors of the Company and the Additional Guarantors and all things necessary to make this First Supplemental Indenture a valid, binding and legal instrument according to its terms have been done and performed; NOW THEREFORE, for and in consideration of the premises, the Company and the Additional Guarantors covenant and agree with the Trustee for the equal and ratable benefit of the respective holders of the Securities as follows: ARTICLE I. CHANGE OF NAME 1.1. The Company hereby assumes all the obligations of Continental under the Securities and the Indenture. -2- 1.2. The Indenture is hereby amended so that all references to Continental shall, where appropriate, be deemed to be referenced to "D.R. Horton, Inc." and further amended to reflect such changes in phraseology or form as may be required thereby. Section 11.02 to the Indenture is hereby amended so that the references to the Company's address shall be deemed to be 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial Officer. ARTICLE II. FORM OF SECURITY 2.1. In accordance with Article I of this First Supplemental Indenture, Exhibit A to the Indenture is hereby amended so that all references to Continental shall, where appropriate, be deemed to be referenced to "D.R. Horton, Inc." and further amended to reflect such changes in phraseology or form as may be required thereby. Exhibit A to the Indenture is hereby amended so that the references to the Company's address shall be deemed to be 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial Officer. ARTICLE III. ADDITIONAL GUARANTORS In accordance with Sections 4.16 and 10.03 of the Indenture, the following Additional Guarantors hereby severally agree to be subject to and bound by the terms of the Indenture applicable to a Guarantor and hereby jointly and severally unconditionally and irrevocably guarantee on a senior basis the payment of the Securities pursuant to the terms of Article 10 of the Indenture: Name Jurisdiction of Organization ---- ---------------------------- CHTEX of Texas, Inc. Delaware CH Investments of Texas, Inc. Delaware Continental Homes of Austin, L.P. Texas Continental Homes of Dallas, L.P. Texas Continental Homes of San Antonio, L.P. Texas DRHI, Inc. Delaware DRH Construction, Inc. Delaware DRH New Mexico Construction, Inc. Delaware D.R. Horton Denver Management Colorado Company, Inc. -3- Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton, Inc. - Albuquerque Delaware D.R. Horton, Inc. - Denver Delaware D.R. Horton, Inc. - Minnesota Delaware D.R. Horton, Inc. - New Jersey Delaware Meadows I, Ltd. Delaware Meadows II, Ltd. Delaware Meadows IX, Inc. New Jersey Meadows X, Inc. New Jersey D.R. Horton Los Angeles Holding California Company, Inc. D.R. Horton Los Angeles Management California Company, Inc. D.R. Horton, Inc. - Birmingham Alabama D.R. Horton, Inc. - Greensboro Delaware D.R. Horton San Diego Holding California Company, Inc. D.R. Horton San Diego Management California Company, Inc. D.R. Horton, Inc. - Torrey Delaware DRH Tucson Construction, Inc. Delaware D. R. Horton, Inc. - Sacramento California D.R. Horton - Sacramento Management California Company, Inc. C. Richard Dobson Builders, Inc. Virginia Land Development, Inc. Virginia D.R. Horton Management Company, Ltd. Texas -4- Name Jurisdiction of Organization ---- ---------------------------- D.R. Horton - Texas, Ltd. Texas SGS Communities at Grande Quay, LLC New Jersey S. G. Torrey Atlanta, Ltd. Georgia 3.2. The Additional Guarantors shall execute and deliver a Guarantee, which shall be incorporated herein by reference in the form set forth in Exhibit B to the Indenture. ARTICLE IV. MISCELLANEOUS PROVISIONS 4.1. This First Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this First Supplemental Indenture shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument. 4.2. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall together constitute but one and the same instrument. 4.3. In the event that any provision in this First Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 4.4. The article and section headings herein are for convenience only and shall not affect the construction hereof. 4.5. Any capitalized term used in this First Supplemental Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require. 4.6. All covenants and agreements in this First Supplemental Indenture by the Company and the Additional Guarantors shall bind each of their successors and assigns, whether so expressed or not. 4.7. This First Supplemental Indenture shall be deemed to be a contract under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State. 4.8. Except as amended by this First Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. -5- 4.9. The Trustee accepts the modifications of the trust effected by this First Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as the statements of the Company and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this First Supplemental Indenture and the Trustee makes no representation with respect thereto. [SIGNATURES ON NEXT PAGE] -6- IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written. D.R. HORTON, INC. By:/s/ David J. Keller ------------------------------------- David J. Keller Executive Vice President, Chief Financial Officer and Treasurer GUARANTORS: Continental Homes, Inc. KDB Homes, Inc. L&W Investments, Inc. Continental Ranch, Inc. Continental Homes of Florida, Inc. CHI Construction Company By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer ADDITIONAL GUARANTORS CHTEX of Texas, Inc. CH Investments of Texas, Inc. DRHI, Inc. DRH Construction, Inc. DRH New Mexico Construction, Inc. D.R. Horton Denver Management Company, Inc. D.R. Horton, Inc. - Albuquerque D.R. Horton, Inc. - Denver D.R. Horton, Inc. - Minnesota D.R. Horton, Inc. - New Jersey Meadows I, Ltd. Meadows II, Ltd. Meadows IX, Inc. Meadows X, Inc. D.R. Horton Los Angeles Holding Company, Inc. D.R. Horton Los Angeles Management Company, Inc. D.R. Horton, Inc. - Birmingham -7- D.R. Horton, Inc. - Greensboro D.R. Horton San Diego Holding Company, Inc. D.R. Horton San Diego Management Company, Inc. D.R. Horton, Inc. - Torrey DRH Tucson Construction, Inc. D.R. Horton, Inc. - Sacramento D.R. Horton - Sacramento Management Company, Inc. C. Richard Dobson Builders, Inc. Land Development, Inc. S. G. Torrey Atlanta, Ltd. By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer Continental Homes of Austin, L.P. By: CHTEX of Texas, Inc. its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer Continental Homes of Dallas, L.P. By: CHTEX of Texas, Inc. its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer Continental Homes of San Antonio, L.P. By: CHTEX of Texas, Inc. its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer D.R. Horton Management Company, Ltd. By: Meadows I, Ltd., its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer -8- D.R. Horton - Texas, Ltd. By: Meadows I, Ltd., its general partner By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer SGS Communities at Grande Quay, LLC By: Meadows IX, Inc., a member By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer and By: Meadows X, Inc., a member By:/s/ David J. Keller ------------------------------------- David J. Keller, Treasurer -9- FIRST UNION NATIONAL BANK, as Trustee By:/s/ John H. Clapham ------------------------------------- Name: John H. Clapham Title: Vice President -10- EX-4.6 5 FIRST SUPPLEMENTAL INDENTURE EXHIBIT 4.6 ================================================================================ D.R. HORTON, INC. AND MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee ----------- FIRST SUPPLEMENTAL INDENTURE Dated as of April 20, 1998 ----------- 6 - 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2002 ================================================================================ THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 1998, between D.R. HORTON, INC., a Delaware corporation (the "Company"), and MANUFACTURERS AND TRADERS TRUST COMPANY, a duly organized and existing banking corporation organized under the laws of the State of New York, as trustee (the "Trustee"). RECITALS WHEREAS, Continental Homes Holding Corp., a Delaware corporation ("Continental"), and the Trustee entered into the Indenture dated as of November 1, 1995 (the "Indenture"), pursuant to which Continental issued $86,250,000 principal amount of 6 - 7/8% Convertible Subordinated Notes due 2002 (the "Securities"); WHEREAS, on April 20, 1998, pursuant to the laws of the State of Delaware and in accordance with the terms of the Agreement and Plan of Merger, dated as of December 18, 1997 (the "Merger Agreement"), by and between the Company and Continental, Continental was duly merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation; WHEREAS, as a result of the Merger, the Company succeeded to all obligations, duties and liabilities of Continental under the Indenture as if incurred or contracted by the Company; WHEREAS, the Company desires to supplement the Indenture to provide for the assumption by the Company of all obligations of Continental pursuant to Section 5.01 of the Indenture and to provide for adjustment of the conversion rate pursuant to Section 10.17 of the Indenture; and WHEREAS, the execution of this First Supplemental Indenture has been duly authorized by the Board of Directors of the Company and all things necessary to make this First Supplemental Indenture a valid, binding and legal instrument according to its terms have been done and performed; NOW THEREFORE, for and in consideration of the premises, the Company covenants and agrees with the Trustee for the equal and ratable benefit of the respective holders of the Securities as follows: ARTICLE I. ASSUMPTION BY THE COMPANY 1.1 The Company hereby assumes all the obligations of Continental under the Securities and the Indenture. 1.2 The Indenture is hereby amended so that all references to Continental shall, where appropriate, be deemed to be referenced to "D.R. Horton, Inc." and further amended to reflect such changes in phraseology or form as may be required thereby. Section 12.02 to the Indenture is hereby amended so that the references to the Company's address shall be deemed to be 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial Officer. -2- ARTICLE II. CONVERSION 2.1. In accordance with Section 10.17 of the Indenture, the Holder of a Security may convert such Security into the kind and amount of securities, cash or other assets which he would have owned immediately after the Merger if the Holder had converted the Security immediately before the effective date of the Merger (the "Effective Time"). The conversion rate immediately after the Effective Time will be equal to the product of the conversion rate immediately before the Effective Time times the exchange ratio of 2.25, which was determined in accordance with the procedures specified in the Merger Agreement. 2.2. The conversion rate remains subject to the adjustments provided for in Article 10 of the Indenture. ARTICLE III. FORM OF SECURITY 3.1. In accordance with Article I of this First Supplemental Indenture, Exhibit A to the Indenture is hereby amended so that all references to Continental shall, where appropriate, be deemed to be referenced to "D.R. Horton, Inc." and further amended to reflect such changes in phraseology or form as may be required thereby. 3.2. Exhibit A to the Indenture is hereby amended so that the references to the Company's address shall be deemed to be 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial Officer. 3.3. In accordance with Section 10.17 of the Indenture and Articles I and II of this First Supplemental Indenture, paragraph 8 of Exhibit A to the Indenture is hereby amended so that, after giving effect to the Merger, the initial conversion rate of the Securities shall be 94.73625 shares of Common Stock, par value $.01, of the Company per $1,000 principal amount of the Securities. ARTICLE IV. MISCELLANEOUS PROVISIONS 4.1. This First Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this First Supplemental Indenture shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument. 4.2. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall together constitute but one and the same instrument. -3- 4.3. In the event that any provision in this First Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 4.4. The article and section headings herein are for convenience only and shall not affect the construction hereof. 4.5. Any capitalized term used in this First Supplemental Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require. 4.6. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 4.7. This First Supplemental Indenture shall be deemed to be a contract under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State. 4.8. Except as amended by this First Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. 4.9. The Trustee accepts the modifications of the trust effected by this First Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as the statements of the Company and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this First Supplemental Indenture and the Trustee makes no representation with respect thereto. [SIGNATURES ON NEXT PAGE] -4- IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written. D.R. HORTON, INC. By:/s/ David J. Keller ------------------------------------- David J. Keller Executive Vice President, Chief Financial Officer and Treasurer MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee By:/s/ Russell T. Whitley ------------------------------------- Name: Russell T. Whitley Title: Asst. Vice President -5- EX-27 6 FDS FOR SECOND QUARTER 10-Q
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheets and Consolidated Statements of Income found on pages 3 and 4 of the Company's Form 10-Q for the year-to-date, and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS SEP-30-1998 OCT-01-1997 MAR-31-1998 61,973 0 0 0 775,752 837,725 20,617 0 932,634 122,796 0 0 0 375 284,868 932,634 508,603 508,603 414,607 414,607 0 0 2,641 37,029 14,455 22,574 0 0 0 22,574 .60 .59
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