8-A12B 1 d8a12b.htm FORM 8-A12(B) Form 8-A12(b)
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
D.R. HORTON, INC.
(Co-registrants are listed on the following page)
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
75-2386963
(State of Incorporation
or Organization)
 
(IRS Employer
Identification No.)
 
1901 Ascension Blvd., Suite 100
Arlington, Texas
 
76006
(Address of principal executive offices)
 
(zip code)
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
 
      
Securities Act registration statement file number to which this form relates:    
  
____________
(If  Applicable)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
to be so Registered

 
Name of Each Exchange on
Which Each Class is to be
Registered

7.5% Senior Notes Due 2007 of the Registrant, together with Guarantees of such Notes by direct and indirect Subsidiaries of the Registrant
 
New York Stock Exchange
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
.


 
The following direct and indirect subsidiaries of the Registrant may guarantee the debt securities and are co-registrants under this registration statement.
 
Name of Co-Registrant

  
Jurisdiction of
Incorporation
or Organization

  
I.R.S. Employer
Identification No.

Allegra, LLC
  
California
  
95-4583667
AP LHI, Inc.
  
California
  
95-4583663
AP Western GP Corporation
  
Delaware
  
06-4519840
AP WP Operating Corporation
  
Delaware
  
51-0351837
AP WP Partners, L.P.
  
Delaware
  
51-0351840
APLAM, LLC
  
California
  
95-4565731
C. Richard Dobson Builders, Inc.
  
Virginia
  
54-1082672
CH Investments of Texas, Inc.
  
Delaware
  
86-0831611
CHI Construction Company
  
Arizona
  
86-0533370
CHTEX of Texas, Inc.
  
Delaware
  
74-2791268
Continental Homes, Inc.
  
Delaware
  
86-0515339
Continental Homes of Florida, Inc.
  
Florida
  
59-1237314
Continental Homes of Texas, L.P.
  
Texas
  
74-2791904
Continental Residential, Inc.
  
California
  
86-0596757
D.R. Horton, Inc. – Birmingham
  
Alabama
  
62-1666398
D.R. Horton, Inc. – Chicago
  
Delaware
  
75-2795240
D.R. Horton, Inc. – Denver
  
Delaware
  
75-2666727
D.R. Horton, Inc. – Dietz-Crane
  
Delaware
  
75-2926868
D.R. Horton, Inc. – Greensboro
  
Delaware
  
75-2599897
D.R. Horton, Inc. – Jacksonville
  
Delaware
  
75-2460269
D.R. Horton, Inc. – Louisville
  
Delaware
  
75-2636512
D.R. Horton, Inc. – Minnesota
  
Delaware
  
75-2527442
D.R. Horton, Inc. – New Jersey
  
Delaware
  
75-2665362
D.R. Horton, Inc. – Portland
  
Delaware
  
75-2763765
D.R. Horton, Inc. – Sacramento
  
California
  
75-2569592
D.R. Horton, Inc. – Torrey
  
Delaware
  
75-2689997
D.R. Horton-Schuler Homes, LLC
  
Delaware
  
02-0548194
D.R. Horton Los Angeles Holding Company, Inc.
  
California
  
75-2589298
D.R. Horton Management Company, Ltd.
  
Texas
  
75-2436079
D.R. Horton San Diego Holding Company, Inc.
  
California
  
75-2589293
D.R. Horton – Emerald, Ltd.
  
Texas
  
75-2926873
D.R. Horton –Texas, Ltd.
  
Texas
  
75-2491320
DRH Cambridge Homes, LLC
  
Delaware
  
75-2797879
DRH Cambridge Homes, Inc.
  
California
  
75-2589359
DRH Construction, Inc.
  
Delaware
  
75-2633738
The Club at Pradera, Inc. (formerly DRH Regrem II, Inc.)
  
Delaware
  
75-2926869
DRH Regrem III, Inc.
  
Delaware
  
75-2926870
DRH Regrem IV, Inc.
  
Delaware
  
75-2926871
DRH Regrem V, Inc.
  
Delaware
  
75-2926872
DRH Regrem VII, LP
  
Texas
  
75-2926874
DRH Regrem VIII, LLC
  
Delaware
  
75-2926876
DRH Southwest Construction, Inc.
  
California
  
75-2589289
DRH Title Company of Colorado, Inc.
  
Colorado
  
75-2695520
DRH Tucson Construction, Inc.
  
Delaware
  
75-2709796
DRHI, Inc.
  
Delaware
  
75-2433464
HPH Homebuilders 2000 L.P.
  
California
  
68-0368156
KDB Homes, Inc.
  
Delaware
  
86-0565376
LAMCO Housing, Inc.
  
California
  
33-0492375
Meadows I, Ltd.
  
Delaware
  
75-2436082
Meadows II, Ltd.
  
Delaware
  
51-0342206
Meadows VIII, Ltd.
  
Delaware
  
75-2824511
Meadows IX, Inc.
  
New Jersey
  
75-2684821
Meadows X, Inc.
  
New Jersey
  
75-2684823


 
Melody Homes
  
Delaware
  
88-0309544
Melmort Co.
  
Colorado
  
84-1261600
Porter GP LLC
  
Delaware
  
95-4691314
Schuler Homes of Arizona LLC
  
Delaware
  
99-0350555
Schuler Homes of California, Inc.
  
California
  
99-0328127
Schuler Homes of Oregon, Inc.
  
Oregon
  
99-0330791
Schuler Homes of Washington, Inc.
  
Washington
  
99-0329483
Schuler Mortgage, Inc.
  
Delaware
  
99-0349664
Schuler Realty Hawaii, Inc.
  
Hawaii
  
99-0290556
SGS Communities at Grande Quay, LLC
  
New Jersey
  
22-3481784
SHA Construction LLC
  
Delaware
  
86-1002579
SHLR of California, Inc.
  
California
  
99-0350554
SHLR of Colorado, Inc.
  
Colorado
  
99-0336801
SHLR of Nevada, Inc.
  
Nevada
  
99-0343628
SHLR of Utah, Inc.
  
Utah
  
99-0336937
SHLR of Washington, Inc.
  
Washington
  
99-0334375
SRHI LLC
  
Delaware
  
99-0343629
SSHI LLC
  
Delaware
  
91-1842222
Vertical Construction Corporation
  
Delaware
  
22-3216488
Western Pacific Funding, Inc.
  
California
  
68-0346564
Western Pacific Housing Co.
  
California
  
33-0634552
Western Pacific Housing Management, Inc.
  
California
  
95-4692688
Western Pacific Housing, Inc.
  
Delaware
  
95-4887164
Western Pacific Housing – Antigua, LLC
  
Delaware
  
95-4750872
Western Pacific Housing – Aviara, L.P.
  
California
  
95-4550008
Western Pacific Housing – Boardwalk, LLC
  
Delaware
  
95-4871227
Western Pacific Housing – Broadway, LLC
  
Delaware
  
95-4850687
Western Pacific Housing – Canyon Park, LLC
  
Delaware
  
95-4716219
Western Pacific Housing – Carmel, LLC
  
Delaware
  
95-4717091
Western Pacific Housing – Carrillo, LLC
  
Delaware
  
95-4815705
Western Pacific Housing – Communications Hill, LLC
  
Delaware
  
95-4637162
Western Pacific Housing – Copper Canyon, LLC
  
Delaware
  
95-4817406
Western Pacific Housing – Creekside, LLC
  
Delaware
  
95-4769848
Western Pacific Housing – Culver City, L.P
  
California
  
95-4539563
Western Pacific Housing – Del Valle, LLC
  
Delaware
  
95-4887242
Western Pacific Housing – Lomas Verdes, LLC
  
Delaware
  
95-4783214
Western Pacific Housing – Lost Hills Park, LLC
  
Delaware
  
95-4652041
Western Pacific Housing – McGonigle Canyon, LLC
  
Delaware
  
95-4735759
Western Pacific Housing – Mountaingate, L.P.
  
California
  
95-4539564
Western Pacific Housing – Norco Estates, LLC
  
Delaware
  
95-4686652
Western Pacific Housing – Oso, L.P.
  
California
  
95-4496774
Western Pacific Housing – Pacific Park II, LLC
  
Delaware
  
95-4636584
Western Pacific Housing – Park Avenue East, LLC
  
Delaware
  
52-2350169
Western Pacific Housing – Park Avenue West, LLC
  
Delaware
  
95-4888647
Western Pacific Housing – Playa Vista, LLC
  
Delaware
  
95-4879655
Western Pacific Housing – Poinsettia, L.P.
  
California
  
95-4619838
Western Pacific Housing – River Ridge, LLC
  
Delaware
  
95-4870837
Western Pacific Housing – Robinhood Ridge, LLC
  
Delaware
  
95-4838666
Western Pacific Housing – Santa Fe, LLC
  
Delaware
  
95-4741001
Western Pacific Housing – Scripps II, LLC
  
Delaware
  
95-4688133
Western Pacific Housing – Scripps, L.P.
  
California
  
95-4608187
Western Pacific Housing – Seacove, L.P.
  
California
  
95-4473471
Western Pacific Housing – Studio 528, LLC
  
Delaware
  
95-4877069
Western Pacific Housing – Terra Bay Duets, LLC
  
Delaware
  
95-4878114
Western Pacific Housing – Torrance, LLC
  
Delaware
  
95-4879653
Western Pacific Housing – Torrey Commercial, LLC
  
Delaware
  
95-4769208
Western Pacific Housing – Torrey Meadows, LLC
  
Delaware
  
95-4878113
Western Pacific Housing – Torrey Multi-Family, LLC
  
Delaware
  
95-4781243


 
Western Pacific Housing – Torrey Village Center, LLC
  
Delaware
  
95-4837541
Western Pacific Housing – Vineyard Terrace, LLC
  
Delaware
  
95-4761820
Western Pacific Housing – Windemere, LLC
  
Delaware
  
95-4879656
Western Pacific Housing – Windflower, L.P.
  
California
  
95-4504317
WPH-Camino Ruiz, LLC
  
Delaware
  
95-4802985
WPH-HPH, LLC
  
Delaware
  
95-4691311
 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1.    Description of Registrant’s Securities to be Registered.
 
The material set forth in the section captioned “Description of Debt Securities” in the Registrant’s Amendment No. 1 to Form S-3 Registration Statement (Registration No. 333-84088) filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2002, and the section captioned “Description of Notes” in the Registrant’s Prospectus Supplement dated November 22, 2002 filed pursuant to Rule 424(b) and incorporated by reference therein, is incorporated herein by reference.
 
Item 2.    Exhibits.
 
Exhibit No.

  
Description

1
  
Indenture, dated as of September 11, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the Senior Subordinated Debt Securities of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Current Report on Form 8-K filed with the Commission on September 7, 2000.
2
  
First Supplemental Indenture, dated as of September 11, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.75% Senior Subordinated Notes due 2010 of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(b) to the Registrant’s Current Report on Form 8-K filed with the Commission on September 7, 2000.
3
  
Second Supplemental Indenture, dated as of March 12, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.375% Senior Subordinated Notes due 2011 of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2001.
4
  
Third Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001.
5
  
Fourth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.14 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.


 
6
  
Indenture, dated as of June 9, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to Senior Debt Securities, is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-27521) filed with the Commission on May 21, 1997.
7
  
First Supplemental Indenture, dated as of June 1, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 8 3/8% Senior Notes due 2009, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Form 8-K/A dated April 1, 1997, filed with the Commission on June 6, 1997.
8
  
Second Supplemental Indenture, dated as of September 30, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 8, 1997.
9
  
Third Supplemental Indenture, dated as of April 17, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with Commission on May 14, 1998.
10
  
Fourth Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with Commission on May 14, 1998.
11
  
Fifth Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998, filed with the Commission on December 10, 1998.
12
  
Sixth Supplemental Indenture, dated as of February 4, 1999, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 8% Senior Notes due 2009, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Form 8-K filed with the Commission on February 2, 1999.
13
  
Seventh Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1999, filed with the Commission on December 10, 1999.
14
  
Eighth Supplemental Indenture, dated as of March 21, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 10-1/2% Senior Notes due 2005, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 17, 2000.
15
  
Ninth Supplemental Indenture, dated as of March 31, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Commission on May 12, 2000.


 
16
  
Tenth Supplemental Indenture, dated as of June 5, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 10-1/2% Senior Notes due 2005, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 6, 2000.
17
  
Eleventh Supplemental Indenture, dated as of May 11, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the Zero Coupon Convertible Senior Notes Due 2021 of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 10, 2001.
18
  
Twelfth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference herein from Exhibit 4.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001.
19
  
Thirteenth Supplemental Indenture, dated as of August 15, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 7-7/8% Senior Notes due 2011, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 13, 2001.
20
  
Fourteenth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.13 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
21
  
Fifteenth Supplemental Indenture, to be dated as of December 3, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 7.5% Senior Notes due 2007, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 2, 2001.
22
  
Indenture dated as of April 15, 1996 between Continental Homes Holding Corp. (“Continental”) and First Union National Bank, as Trustee, relating to the 10% Senior Notes due 2006, is incorporated herein by reference from Exhibit 4.1 to Continental’s Annual Report on Form 10-K for the year ended May 31, 1996. The Commission file number for Continental is 1-10700.
23
  
First Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 14, 1998.
24
  
Second Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998, filed with the Commission on December 10, 1998.
25
  
Third Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1999, filed with the Commission on December 10, 1999.
26
  
Fourth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference herein from Exhibit 4.7 to the Registrant’s Form 10-Q for the quarter ended June 30,


 
    
2001, filed with the Commission on August 13, 2001.
27
  
Fifth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as trustee, is incorporated herein by reference from Exhibit 4.15 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
28
  
Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to senior debt securities of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.16 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
29
  
First Supplemental Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 8.5% Senior Notes due 2012, is incorporated herein by reference from Exhibit 4.17 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
30
  
Revolving Credit Agreement, dated as of January 31, 2002, among D.R. Horton, Inc., the lenders named therein, and Bank of America, N.A., a national banking association, as Administrative Agent and Letter of Credit Issuer, is incorporated herein by reference from Exhibit 10.1 to D.R. Horton’s Current Report on Form 8-K, dated January 31, 2002, filed with the Commission on February 1, 2002.


 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
   
D.R. HORTON, INC.
Date: December 2, 2002
 
By:
  
/s/    Samuel R. Fuller

        
Samuel R. Fuller
Executive Vice President, Treasurer, and
Chief Financial Officer


 
CO-REGISTRANTS:
 
C. RICHARD DOBSON BUILDERS, INC.
CHI CONSTRUCTION COMPANY
CHTEX OF TEXAS, INC.
THE CLUB AT PRADERA, INC. (formerly DRH REGREM II, INC.)
CONTINENTAL HOMES, INC.
CONTINENTAL HOMES OF FLORIDA, INC.
CONTINENTAL RESIDENTIAL, INC.
D.R. HORTON, INC. - BIRMINGHAM
D.R. HORTON, INC. - CHICAGO
D.R. HORTON, INC. - DENVER
D.R. HORTON, INC. - DIETZ-CRANE
D.R. HORTON, INC. - GREENSBORO
D.R. HORTON, INC. - JACKSONVILLE
D.R. HORTON, INC. - LOUISVILLE
D.R. HORTON, INC. - MINNESOTA
D.R. HORTON, INC. - NEW JERSEY
D.R. HORTON, INC. - PORTLAND
D.R. HORTON, INC. - SACRAMENTO
D.R. HORTON, INC. - TORREY
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
D.R. HORTON SAN DIEGO HOLDING COMPANY, INC.
DRH CAMBRIDGE HOMES, INC.
DRH CONSTRUCTION, INC.
DRH REGREM III, INC.
DRH REGREM IV, INC.
DRH REGREM V, INC.
DRH SOUTHWEST CONSTRUCTION, INC.
DRH TITLE COMPANY OF COLORADO, INC.
DRH TUCSON CONSTRUCTION, INC.
DRHI, INC.
KDB HOMES, INC.
MEADOWS I, LTD.
MEADOWS VIII, LTD.
MEADOWS IX, INC.
MEADOWS X, INC.
By:
 
/s/    Samuel R. Fuller

   
Samuel R. Fuller
Treasurer


 
CH INVESTMENTS OF TEXAS, INC.
MEADOWS II, LTD.
By:
 
/s/    William Peck

   
William Peck
President


 
 
CONTINENTAL HOMES OF TEXAS, L.P.
By:
 
CHTEX of Texas, Inc., its general partner
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
 
 
D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON - EMERALD, LTD
D.R. HORTON - TEXAS, LTD.
DRH REGREM VII, LP
By:
 
Meadows I, Ltd., its general partner
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
 
 
SGS COMMUNITIES AT GRANDE QUAY, LLC
By:
 
Meadows IX, Inc., its general partner
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
 
and
   
By:
 
Meadows X, Inc., a member
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
 
 
DRH CAMBRIDGE HOMES, LLC
DRH REGREM VIII, LLC
By:
 
D.R. Horton, Inc. - Chicago, a member
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer


ALLEGRA, LLC
APLAM, LLC
WESTERN PACIFIC HOUSING CO.
WESTERN PACIFIC HOUSING-ANTIGUA, LLC
WESTERN PACIFIC HOUSING-AVIARA, L.P.
WESTERN PACIFIC HOUSING-BOARDWALK, LLC
WESTERN PACIFIC HOUSING-BROADWAY, LLC
WESTERN PACIFIC HOUSING-CANYON PARK, LLC
WESTERN PACIFIC HOUSING-CARMEL, LLC
WESTERN PACIFIC HOUSING-CARRILLO, LLC
WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC
WESTERN PACIFIC HOUSING-CREEKSIDE, LLC
WESTERN PACIFIC HOUSING-CULVER CITY, L.P.
WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC
WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC
WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC
WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P.
WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC
WESTERN PACIFIC HOUSING-OSO, L.P.
WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC
WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC
WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC
WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC
WESTERN PACIFIC HOUSING-SANTA FE, LLC
WESTERN PACIFIC HOUSING-SCRIPPS II, LLC
WESTERN PACIFIC HOUSING-SCRIPPS, L.P
WESTERN PACIFIC HOUSING-SEACOVE, L.P.
WESTERN PACIFIC HOUSING-STUDIO 528, LLC
WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC
WESTERN PACIFIC HOUSING-TORRANCE, LLC
WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC
WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC
WESTERN PACIFIC HOUSING-TORREY MULTI-FAMILY, LLC
WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC
WESTERN PACIFIC HOUSING-VINEYARD TERRACE, LLC
WESTERN PACIFIC HOUSING-WINDEMERE, LLC
WESTERN PACIFIC HOUSING-WINDFLOWER, L.P.
WPH-CAMINO RUIZ, LLC
WPH-HPH, LLC
By:
 
LAMCO Housing, Inc
its member or general partner
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
 


 
SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC
By:
 
SRHI LLC,
   
its member
By:
 
SHLR of Nevada, Inc.,
   
its member
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
HPH HOMEBUILDERS 2000 L.P.
PORTER GP LLC
By:
 
WPH-HPH, LLC,
   
its general partner or member
By:
 
LAMCO Housing, Inc.,
   
its member
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
AP LHI, INC.
AP WESTERN GP CORPORATION
AP WP OPERATING CORPORATION
LAMCO HOUSING, INC.
MELODY HOMES, INC.
MELMORT CO.
SCHULER HOMES OF CALIFORNIA, INC.
SCHULER HOMES OF OREGON, INC.
SCHULER HOMES OF WASHINGTON, INC.
SCHULER MORTGAGE, INC.
SCHULER REALTY HAWAII, INC.
SHLR OF CALIFORNIA, INC.
SHLR OF COLORADO, INC.
SHLR OF NEVADA, INC.
SHLR OF UTAH, INC.
SHLR OF WASHINGTON, INC.
VERTICAL CONSTRUCTION CORPORATION
WESTERN PACIFIC FUNDING, INC.
WESTERN PACIFIC HOUSING MANAGEMENT, INC.
WESTERN PACIFIC HOUSING, INC.
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer


 
D.R. HORTON-SCHULER HOMES, LLC
By:
 
Vertical Construction Corporation,
   
its manager
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
SRHI LLC
By:
 
SHLR of Nevada, Inc.,
   
its member
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
SSHI LLC
By:
 
SHLR of Washington, Inc.,
   
its member
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC
WESTERN PACIFIC HOUSING-POINSETTIA, L.P.
WESTERN PACIFIC HOUSING-DEL VALLE, LLC
By:
 
AP Western GP Corporation,
   
its member or general partner
   
By:
 
/s/ Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer


 
WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC
By:
 
AP LHI, Inc.,
   
its member
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer
AP WP PARTNERS, L.P.
By:
 
AP WP Operating Corporation,
   
its general partner
   
By:
 
/s/    Samuel R. Fuller

       
Samuel R. Fuller
       
Treasurer


 
EXHIBIT INDEX
 
Exhibit No.

  
Description

1
  
Indenture, dated as of September 11, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the Senior Subordinated Debt Securities of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Current Report on Form 8-K filed with the Commission on September 7, 2000.
2
  
First Supplemental Indenture, dated as of September 11, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.75% Senior Subordinated Notes due 2010 of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(b) to the Registrant’s Current Report on Form 8-K filed with the Commission on September 7, 2000.
3
  
Second Supplemental Indenture, dated as of March 12, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, relating to the 9.375% Senior Subordinated Notes due 2011 of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2001.
4
  
Third Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer and Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001.
5
  
Fourth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.14 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
6
  
Indenture, dated as of June 9, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to Senior Debt Securities, is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-27521) filed with the Commission on May 21, 1997.
7
  
First Supplemental Indenture, dated as of June 1, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 8 3/8% Senior Notes due 2009, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Form 8-K/A dated April 1, 1997, filed with the Commission on June 6, 1997.
8
  
Second Supplemental Indenture, dated as of September 30, 1997, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 8, 1997.
9
  
Third Supplemental Indenture, dated as of April 17, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with Commission on May 14, 1998.


 
10
  
Fourth Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with Commission on May 14, 1998.
11
  
Fifth Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998, filed with the Commission on December 10, 1998.
12
  
Sixth Supplemental Indenture, dated as of February 4, 1999, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 8% Senior Notes due 2009, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Form 8-K filed with the Commission on February 2, 1999.
13
  
Seventh Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1999, filed with the Commission on December 10, 1999.
14
  
Eighth Supplemental Indenture, dated as of March 21, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 10-1/2% Senior Notes due 2005, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 17, 2000.
15
  
Ninth Supplemental Indenture, dated as of March 31, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference from Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Commission on May 12, 2000.
16
  
Tenth Supplemental Indenture, dated as of June 5, 2000, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 10-1/2% Senior Notes due 2005, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 6, 2000.
17
  
Eleventh Supplemental Indenture, dated as of May 11, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the Zero Coupon Convertible Senior Notes Due 2021 of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.1(a) to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 10, 2001.
18
  
Twelfth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, is incorporated herein by reference herein from Exhibit 4.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001.
19
  
Thirteenth Supplemental Indenture, dated as of August 15, 2001, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as Trustee, relating to the 7-7/8% Senior Notes due 2011, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 13, 2001.
20
  
Fourteenth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, is incorporated herein by reference from Exhibit 4.13 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.


 
21
  
Fifteenth Supplemental Indenture, to be dated as of December 3, 2002, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 7.5% Senior Notes due 2007, is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 2, 2001.
22
  
Indenture dated as of April 15, 1996 between Continental Homes Holding Corp. (“Continental”) and First Union National Bank, as Trustee, relating to the 10% Senior Notes due 2006, is incorporated herein by reference from Exhibit 4.1 to Continental’s Annual Report on Form 10-K for the year ended May 31, 1996. The Commission file number for Continental is 1-10700.
23
  
First Supplemental Indenture, dated as of April 20, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 14, 1998.
24
  
Second Supplemental Indenture, dated as of August 31, 1998, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998, filed with the Commission on December 10, 1998.
25
  
Third Supplemental Indenture, dated as of August 31, 1999, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference from Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1999, filed with the Commission on December 10, 1999.
26
  
Fourth Supplemental Indenture, dated as of May 21, 2001, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as Trustee, is incorporated herein by reference herein from Exhibit 4.7 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 13, 2001.
27
  
Fifth Supplemental Indenture, dated as of February 21, 2002, among D.R. Horton, Inc., the guarantors named therein and First Union National Bank, as trustee, is incorporated herein by reference from Exhibit 4.15 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
28
  
Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to senior debt securities of D.R. Horton, Inc., is incorporated herein by reference from Exhibit 4.16 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
29
  
First Supplemental Indenture, dated as of April 11, 2002, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee, relating to the 8.5% Senior Notes due 2012, is incorporated herein by reference from Exhibit 4.17 to the Registrant’s Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002.
30
  
Revolving Credit Agreement, dated as of January 31, 2002, among D.R. Horton, Inc., the lenders named therein, and Bank of America, N.A., a national banking association, as Administrative Agent and Letter of Credit Issuer, is incorporated herein by reference from Exhibit 10.1 to D.R. Horton’s Current Report on Form 8-K, dated January 31, 2002, filed with the Commission on February 1, 2002.