Schedule TO

-----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, IjVHQE1S/azljiWZuNyB1P+EZ307UG/ixEQJWYzsTxqm6WxITBFgKqMbgsOE+CgR Xi9dqV64pmQprjvEJlA4+w== 0000930661-03-001396.txt : 20030331 0000930661-03-001396.hdr.sgml : 20030331 20030331150151 ACCESSION NUMBER: 0000930661-03-001396 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20030331 SUBJECT COMPANY: 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: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-43336 FILM NUMBER: 03629676 BUSINESS ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: STE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 BUSINESS PHONE: 8178568200 MAIL ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: SUITE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 FILED BY: 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: SC TO-I BUSINESS ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: STE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 BUSINESS PHONE: 8178568200 MAIL ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: SUITE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 SC TO-I 1 dsctoi.htm SCHEDULE TO Schedule TO

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

D.R. HORTON, INC.

(Name of Subject Company (Issuer))

D.R. HORTON, INC.

(Name of Filing Persons (Offeror))

Zero Coupon Convertible Senior Notes due 2021

(Title of Class of Securities)

23331A AH 2

(CUSIP Number of Class of Securities)

Samuel R. Fuller

c/o D.R. Horton, Inc.

1901 Ascension Blvd., Suite 100

Arlington, TX 76006

(817) 856-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

Irwin F. Sentilles, Esq.

Gibson, Dunn & Crutcher LLP

2100 McKinney Ave., Suite 1100 Dallas, TX 75201

(214) 698-3100

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$213,320,379.49		$17,257.62

Calculated solely for purposes of determining the filing fee. The purchase price of the Zero Coupon Convertible Senior Notes due 2021, as described herein, is $559.73 per $1,000 principal amount at maturity outstanding. As of March 26, 2003, there was $381,113,000.00 in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $213,320,379.49.

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $80.90 for each $1,000,000 of the transaction valuation.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:		Not applicable.		Filing Party:		Not applicable.
Form or Registration No.:		Not applicable.		Date Filed:		Not applicable.

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

¨ third party tender offer subject to Rule 14d-1		¨ going-private transaction subject to Rule 13e-3
x issuer tender offer subject to Rule 13e-4		¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO-I (“Schedule TO-I”) is filed by D.R. Horton, Inc., a Delaware corporation (the “Company”), and relates to the offer to purchase the Zero Coupon Convertible Senior Notes due 2021 issued by the Company on May 11, 2001 (the “Securities”), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice, dated March 31, 2003 (the “Company Notice”), and the related offer materials filed as Exhibits (a)(1)(B) to (d)(2) to this Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the “Option”). The Securities were issued pursuant to the Indenture, dated as of June 9, 1997, by and between the Company and American Stock Transfer & Trust Company, as Trustee, as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the “Indenture”).

The Option will expire at 5:00 p.m., New York City time, on May 12, 2003. This Schedule TO-I is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9.

The Company is the issuer of the Securities and is offering to purchase all of the Securities pursuant to the terms of the Indenture. The Securities are convertible into shares of common stock, par value $0.01 per share, of the Company. The Company’s principal executive offices are at 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, its telephone number is (817) 856-8200, and its Internet website address is www.drhorton.com. Information on the Company’s Internet website is not part of this Schedule TO-I. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Option is incorporated by reference into this Schedule TO-I.

Item 10. Financial Statements

(a) The Company believes that its financial condition is not material to a Security holder’s decision whether to put the Securities to the Company because the consideration being paid to holders of surrendering Securities consists solely of cash, the Option is not subject to any financing conditions, the Option applies to all outstanding Securities and the Company is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

(b) Not applicable.

Item 11. Additional Information

(a) Not applicable.

(b) Not applicable.

Item 12. Exhibits


(a)(1)(A)		Company Notice to Holders of its Zero Coupon Convertible Senior Notes due 2021, dated March 31, 2003.

(a)(1)(B)		Form of Purchase Notice relating to the D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(C)		Form of Notice of Guaranteed Delivery of D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(D)		Form of Notice of Withdrawal of D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.


(a)(1)(E)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to the D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(F)		Form of Letter to Clients relating to the D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(G)		Form of Substitute Form W-9.

(a)(1)(H)		Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.

(a)(5)		Press Release issued by D.R. Horton, Inc. on March 31, 2003.

(b)		Not applicable.

(d)(1)		Indenture, dated as of June 9, 1997, by and between D.R. Horton, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.1(a) to Registration Statement on Form S-3 (File No. 333-27521) as filed with the Securities and Exchange Commission on May 21, 1997.

(d)(2)		Eleventh Supplemental Indenture, dated as of May 11, 2001, by and between D.R. Horton, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 14, 2001.

(g)		Not applicable.

(h)		Not applicable.

Item 13. Information Required by Schedule 13E-3

(a) Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

D.R. HORTON, INC.

By:		/s/ Samuel R. Fuller
		Samuel R. Fuller Executive Vice President, Treasurer and Chief Financial Officer

Dated: March 31, 2003

EXHIBIT INDEX

Exhibit No.		Description

(a)(1)(A)		Company Notice to Holders of its Zero Coupon Convertible Senior Notes due 2021, dated March 31, 2003.

(a)(1)(B)		Form of Purchase Notice relating to the D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(C)		Form of Notice of Guaranteed Delivery of D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(D)		Form of Notice of Withdrawal of D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(E)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to the D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(F)		Form of Letter to Clients relating to the D.R. Horton, Inc. Zero Coupon Convertible Senior Notes due 2021.

(a)(1)(G)		Form of Substitute Form W-9.

(a)(1)(H)		Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.

(a)(5)		Press Release issued by D.R. Horton, Inc. on March 31, 2003.

(b)		Not applicable.

(d)(1)		Indenture, dated as of June 9, 1997, by and between D.R. Horton, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.1(a) to Registration Statement on Form S-3 (File No. 333-27521) as filed with the Securities and Exchange Commission on May 21, 1997.

(d)(2)		Eleventh Supplemental Indenture, dated as of May 11, 2001, by and between D.R. Horton, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 14, 2001.

(g)		Not applicable.

(h)		Not applicable.

EX-99.(A)(1)(A) 3 dex99a1a.txt COMPANY NOTICE TO HOLDERS Exhibit (a)(1)(A) COMPANY NOTICE To Holders Of D.R. Horton, Inc. ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2021 CUSIP Number: 23331A AH 2 D.R. HORTON, INC. HEREBY GIVES THIS NOTICE pursuant to the terms and conditions of the Indenture, dated as of June 9, 1997 (as supplemented, the "Indenture"), by and between D.R. Horton, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as Trustee (the "Paying Agent"), as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the "Supplemental Indenture"), relating to the Zero Coupon Convertible Senior Notes due 2021 of the Company (the "Securities"), that at the option of the holder thereof (the "Holder"), each Security will be purchased by the Company for $559.73 per $1,000 principal amount at maturity, subject to the terms and conditions of the Indenture, the Securities and this Company Notice, including the accompanying Purchase Notice (the "Option"). Holders may surrender their Securities from March 31, 2003, through 5:00 p.m., New York City time on May 12, 2003. This Notice is being sent pursuant to the provisions of Section 4.03 of the Supplemental Indenture and paragraph 7 of the Securities. To exercise your option to have the Company purchase the Securities and receive payment of $559.73 per $1,000 principal amount at maturity, you must validly surrender the Securities and the enclosed Purchase Notice to the Paying Agent (and not have withdrawn such surrendered Securities and Purchase Notice), prior to 5:00 p.m., New York City time, on Monday, May 12, 2003 (the "Purchase Date"); Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on Monday, May 12, 2003. The rights of Holders to surrender Securities for purchase in the Option expire at 5:00 p.m., New York City time, on Monday, May 12, 2003. The address for the Paying Agent is as follows: American Stock Transfer & Trust Company By Mail, Overnight Courier or Hand: 59 Maiden Lane New York, New York 10038 For Information Call: (800) 937-5449 Additional copies of this Company Notice may be obtained from the Paying Agent at its address set forth above. ----------------- The date of this Company Notice is March 31, 2003. [THIS PAGE INTENTIONALLY BLANK] TABLE OF CONTENTS

i No person has been authorized to give any information or to make any representations other than those contained in this Company Notice and accompanying Purchase Notice and, if given or made, such information or representations must not be relied upon as having been authorized. This Company Notice and accompanying Purchase Notice do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Company Notice shall not, under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information. None of the Company or its board of directors or employees are making any representation or recommendation to any Holder as to whether or not to surrender such Holder's Securities. You should consult your own financial and tax advisors and must make your own decision as to whether to surrender your Securities for purchase and, if so, the amount of Securities to surrender. ii SUMMARY TERM SHEET The following is a summary of the most material terms of the Option. To understand the Option fully and for a more complete description of the terms of the Option, we urge you to read carefully the remainder of this Company Notice and the accompanying Purchase Notice because the information in this summary is not complete and those documents contain additional important information. We have included page references to direct you to a more complete description of the topics in this summary. .. Offeror: D.R. Horton, Inc., a Delaware corporation (the "Company"). (Page 4) .. Securities Subject to the Offer: All Zero Coupon Convertible Senior Notes due 2021 (the "Securities"). As of March 26, 2003, there was $381,113,000.00 aggregate principal amount at maturity of Securities outstanding. (Page 5) .. Reason for the Offer: We are required to make this offer by the terms of the Securities and the indenture under which they were issued - the Indenture, dated as of June 9, 1997 (as supplemented, the "Indenture"), by and between the Company and American Stock Transfer & Trust Company, as Trustee, as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the "Supplemental Indenture"). (Page 5) .. Purchase Price: Pursuant to the Indenture, we will pay, in cash, a purchase price of $559.73 per $1,000 principal amount at maturity with respect to any and all Securities validly surrendered for purchase and not withdrawn. (Page 5) .. Market Value of the Securities: Although the Securities are listed for trading on the New York Stock Exchange, they are thinly traded. Accordingly, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, our operating results and the market for similar securities. The purchase price is based solely on the requirements of the Indenture and the Securities and bears no relationship to the market price of the Securities or our common stock. Thus, the purchase price may be significantly higher or lower than the current market price of the Securities. You are urged to obtain the best available information as to current market prices of the Securities, to the extent available, and our common stock before making a decision whether to surrender your Securities for purchase. (Page 6) .. No Recommendation of the Board: Our board of directors has not made any recommendation as to whether you should surrender your Securities for purchase. You must make your own decision whether to surrender your Securities for purchase and, if so, the number of Securities to surrender. (Page 5) .. Expiration of the Option: The Option expires at 5:00 p.m., New York City time, on May 12, 2003. We will not extend the period you have to accept the Option. (Page 5)

1 .. Conditions to the Purchase: The purchase will not be subject to any conditions, provided our purchase of validly surrendered and not withdrawn Securities is not unlawful at such time. (Page 5) .. Method of Surrendering Securities: To surrender your Securities for purchase pursuant to the Option, you must deliver the required documents to the Paying Agent no later than 5:00 p.m., New York City time, on May 12, 2003. . If you are a Depository Trust Company ("DTC") participant, you should surrender your Securities electronically through DTC's Automated Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system. . If your Securities are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee and instruct such nominee to surrender the Securities on your behalf. . If your Securities are held in certificated form, you must properly complete and execute the Purchase Notice, and deliver such notice to the Paying Agent, with any other required documents and the certificates representing the Securities to be surrendered for purchase. (Page 7) .. Purchase Date: We will accept for payment all validly surrendered and not withdrawn Securities immediately upon expiration of the Option. We will promptly forward to the Paying Agent, prior to 11:00 a.m., New York City time, on May 12, 2003, the appropriate amount of cash required to pay the purchase price for the surrendered Securities, and the Paying Agent will promptly distribute the cash to you. (Page 9) .. Withdrawal of Surrendered Securities: You can withdraw Securities previously surrendered for purchase at any time until 5:00 p.m., New York City time, on May 12, 2003. You may also withdraw previously surrendered Securities at any time after the expiration of 40 business days from the date of this Company Notice if your Securities have not yet been accepted for payment. To withdraw previously surrendered Securities, you must deliver an executed written notice of withdrawal substantially in the form attached, or a facsimile of one, to the Paying Agent prior to 5:00 p.m., New York City time, on May 12, 2003. (Page 9) .. Declining the Offer: If you do not deliver a properly completed and duly executed Purchase Notice before the expiration of the Option, we will not purchase your Securities and such Securities will remain outstanding subject to their existing terms. (Page 7)

2 .. Minimum Amount: You may surrender all of your Securities, a portion of your Securities or none of your Securities for purchase. If you wish to surrender a portion of your Securities for purchase, however, you must surrender your Securities in a principal amount at maturity of $1,000 or an integral multiple thereof. (Page 5) .. Conversion Rights: If you do not surrender your Securities for purchase, your conversion rights will not be affected. You will continue to have the same conversion rights specified in the Indenture, which provides that if certain conditions are satisfied, each $1,000 principal amount at maturity may be convertible into 26.2391 shares of our common stock, subject to the terms, conditions and adjustments specified in the Indenture. Please note that, as of March 26, 2003, the Securities were not convertible into shares of our common stock. (Page 5) .. U.S. Federal Income Tax Consequences: The receipt of cash in exchange for Securities pursuant to the Option will be a taxable transaction for U.S. federal income tax purposes. You should consult with your own tax advisor regarding the actual tax consequences to you. (Page 11) .. Paying Agent: American Stock Transfer & Trust Company, the trustee for the Securities, is serving as Paying Agent in connection with the Option. Its address and telephone number are set forth on the front cover page of this Company Notice. .. Obtaining Additional Information: Questions and requests for assistance in connection with the surrender of Securities for purchase in this Option may be directed to our Investor Relations department at (817) 856-8200, ext. 1562.

3 IMPORTANT INFORMATION CONCERNING THE OPTION 1. Information Concerning the Company. We are a national homebuilder. We construct and sell single-family homes in metropolitan areas of the Mid-Atlantic, Midwest, Southeast, Southwest and West regions of the United States. We offer high quality homes, designed principally for first-time and move-up home buyers. Our homes generally range in size from 1,000 to 5,000 square feet and range in price from $80,000 to $900,000. For the year ended September 30, 2002, we closed 29,761 homes with an average closing sales price approximating $219,400. For the three months ended December 31, 2002, we closed 7,514 homes with an average closing sales price approximating $221,800. We are one of the largest and most geographically diversified homebuilders in the United States, with operating divisions in 20 states and 44 markets. The markets in which we operate include: Albuquerque, Atlanta, Austin, Birmingham, Charleston, Charlotte, Chicago, Colorado Springs, Columbia, Dallas, Denver, Fort Collins, Fort Myers/Naples, Fort Worth, Greensboro, Greenville, Hawaii, Hilton Head, Houston, Inland Empire (Southern California), Jacksonville, Killeen, Las Vegas, Los Angeles, Maryland-D.C., Miami/West Palm Beach, Minneapolis/St. Paul, Myrtle Beach, New Jersey, Oakland, Orange County, Orlando, Phoenix, Portland, Raleigh/Durham, Sacramento, Salt Lake City, San Antonio, San Diego, San Francisco, Seattle/Tacoma, Tucson, Ventura County, and Virginia-D.C. We build homes under the following names: D.R. Horton, Arappco, Cambridge, Continental, Dietz-Crane, Dobson, Emerald, Melody, Milburn, Regency, Schuler, SGS Communities, Stafford, Torrey, Trimark and Western Pacific. Our financial reporting segments consist of homebuilding and financial services. Our homebuilding operations are a substantial part of our business, comprising more than 98% of consolidated revenues in fiscal 2000, 2001 and 2002. Our homebuilding operations segment generates the majority of our revenues from the sale of completed homes with a lesser amount from the sale of land and lots. Our financial services segment generates its revenues from originating and selling mortgages and collecting fees for title insurance and closing services. Financial information, including revenue, pre-tax income and identifiable assets, for both of our reporting segments is included in our consolidated financial statements. Donald R. Horton began our homebuilding business in 1978. In 1991 D.R. Horton, Inc. was incorporated in Delaware to acquire the assets and businesses of its predecessor companies which were residential home construction and development companies owned or controlled by Mr. Horton. In the last nine fiscal years, we have acquired 17 other homebuilding companies, including Schuler Homes which we acquired on February 21, 2002. Schuler strengthened our market position in several markets, including California, while expanding our geographic presence and product offerings in other markets in the West region. Our principal executive offices are at 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, our telephone number is (817) 856-8200, and our Internet website address is www.drhorton.com. Information on our Internet website is not part of this Company Notice. Recent Developments Share Repurchase. Between March 5, 2003 and March 26, 2003, we repurchased 1,672,500 shares of our common stock in open market purchases at an aggregate purchase price of $29.5 million. At March 26, 2003, we had $33.5 million remaining on a board of directors' authorization for repurchases of our common stock. Common Stock Dividend. In January 2003, we declared a cash dividend of seven cents ($0.07) per share, which adjusted for the three-for-two stock split of April 2002, was a 75% increase over the ($0.06) per share quarterly cash dividend declared in the same quarter of 2002. The quarterly cash dividend, in an aggregate amount of $10.3 million was paid on February 14, 2003 to stockholders of record on February 3, 2003. 4 Increase in Authorized Shares of Common Stock. After approval by our stockholders at our annual meeting of stockholders on January 30, 2003, we amended our certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 200 million to 400 million. 2. Information Concerning the Securities. The Securities were issued under an Indenture, dated as of June 9, 1997 (as supplemented, the "Indenture"), by and between the Company and American Stock Transfer & Trust Company, as Trustee, as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the "Supplemental Indenture"). The Securities mature on May 11, 2021 but are subject to being repurchased or redeemed upon the occurrence of several events and dates specified in the Indenture. 2.1 The Company's Obligation to Purchase the Securities. Pursuant to the Indenture, unless earlier redeemed, we are obligated to purchase all Securities validly surrendered for purchase and not withdrawn, at a holder's option, on May 11, 2003 at a price of $559.73 per $1,000 principal amount at maturity, on May 11, 2008 at a price of $657.64 per $1,000 principal amount at maturity and on May 11, 2013 at a price of $772.66 per $1,000 principal amount at maturity (the "Options"). After May 11, 2003, we may choose to pay the purchase price in cash, in shares of our common stock valued at 95% of their market price or any combination of cash and our common stock. We may only purchase Securities in this Option in cash. The Indenture provides that if the purchase date occurs on a legal holiday, including any Saturday or Sunday, the purchase will occur on the next succeeding business day. American Stock Transfer & Trust Company will be the Paying Agent for the Securities purchased pursuant to this Company Notice. This Option will expire at 5:00 p.m., New York City time, on Monday, May 12, 2003 (the "Purchase Date"). Provided that our purchase of validly surrendered Securities is not unlawful, such purchase will not be subject to any other conditions. 2.2 Purchase Price. Pursuant to the Indenture, the purchase price to be paid by us for the Securities on May 12, 2003 is $559.73 per $1,000 principal amount at maturity. The purchase price will be paid in cash with respect to any and all Securities validly surrendered for purchase and not withdrawn. Securities surrendered for purchase will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof. The Accreted Value (as defined in the Indenture) and interest (including contingent interest), if any, on the surrendered and not withdrawn Securities will cease to accrue on the Purchase Date unless we default in making payment on such Securities. The purchase price is based solely on the requirements of the Indenture and the Securities and bears no relationship to the market price of the Securities or our common stock. Thus, the purchase price may be significantly higher or lower than the current market price of the Securities. You are urged to obtain the best available information as to potential current market prices of the Securities, to the extent available, and our common stock before making a decision whether to surrender your Securities for purchase. We, our board of directors or our employees are not making any recommendation to you as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. You must make your own decision whether to surrender your Securities for purchase and, if so, the principal amount of Securities to surrender based on your assessment of current market value and other relevant factors. 2.3 Conversion Rights of the Securities. If the conditions specified in the Indenture are satisfied, the Securities are convertible into shares of our common stock, par value $.01 per share, in accordance with and subject to the terms of the Indenture and paragraph 10 of the Securities. The conversion rate of the Securities as of March 26, 2003, is 26.2391 shares of our common stock per $1,000 principal amount at maturity, although the Securities were not convertible as of such date. The Paying Agent is currently acting as Conversion Agent. If you do not surrender your Securities for purchase pursuant to the Option, you will maintain the same rights to convert your Securities into shares of our common stock as specified in the Indenture. If you have given 5 a Purchase Notice with respect to any of your Securities, you may only convert such Securities in accordance with the terms of the Indenture if you have validly withdrawn the applicable Purchase Notice prior to 5:00 p.m., New York City time, on May 12, 2003, as described in Section 4 of this Company Notice. 2.4 Market for the Securities and D.R. Horton Common Stock. Although the Securities are listed for trading on the New York Stock Exchange, they are thinly traded. Accordingly, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, our operating results and the market for similar securities. You are urged to obtain all available current market quotations for the Securities prior to making any decision with respect to the Option. The Securities are held through the Depository Trust Company ("DTC"). As of March 26, 2003, there was $381,113,000 aggregate principal amount at maturity of Securities outstanding and Cede & Co., as the nominee of DTC, is the sole record holder of the Securities. The shares of common stock into which the Securities are convertible are listed on the NYSE, under the symbol "DHI." The following table sets forth, for the fiscal quarters indicated, the high and low sales prices of the common stock as reported on the NYSE and the cash dividends paid, adjusted for the 11% stock dividend on March 23, 2001 and the three-for-two stock split (effected as a 50% stock dividend) of April 9, 2002.
High Low Dividends ------ ------ --------- Year ended September 30, 2001 Quarter ended December 31........................ $15.61 $ 9.16 $0.04 Quarter ended March 31........................... $16.21 $11.93 $0.05 Quarter ended June 30............................ $17.33 $12.83 $0.05 Quarter ended September 30....................... $20.00 $11.67 $0.05 Year ended September 30, 2002 Quarter ended December 31........................ $22.33 $13.25 $0.05 Quarter ended March 31........................... $29.17 $19.83 $0.06 Quarter ended June 30............................ $27.50 $21.85 $0.06 Quarter ended September 30....................... $26.85 $18.30 $0.06 Year ending September 30, 2003 Quarter ended December 31........................ $21.01 $16.03 $0.06 Quarter ending March 31 (through March 26, 2003). $20.45 $16.95 $0.07
On March 26, 2003, the last reported sales price of our common stock on the NYSE was $19.40 per share. As of such date, there were approximately 695 holders of record and 145,185,837 shares of common stock outstanding. We urge you to obtain current market information for the Securities, to the extent available, and our common stock before making any decision to surrender your Securities pursuant to the Option. The declaration of cash dividends is at the discretion of our board of directors and will depend upon, among other things, future earnings, cash flows, capital requirements, our general financial condition and general business conditions. We are required to comply with certain covenants contained in the bank agreements and senior note and senior subordinated note indentures. The most restrictive of these requirements allows us to pay cash dividends on common stock in an amount, on a cumulative basis, not to exceed 50% of the consolidated net income, as defined, subject to certain other adjustments. Pursuant to the most restrictive of these requirements, at December 31, 2002, we had approximately $228.8 million available for the payment of dividends, the acquisition of our common stock and other restricted payments. 2.5 Redemption. We cannot redeem the Securities prior to May 11, 2003. Beginning on May 11, 2003, the Securities are redeemable for cash at any time at our option, in whole or in part, at a redemption price equal to the Accreted Value (as defined in the Indenture) on the date of redemption. 6 2.6 Fundamental Change. You may require us to purchase all or a portion of your Securities if there is a Fundamental Change (as defined in the Indenture) prior to May 11, 2003. The purchase price in such event would be equal to the Accreted Value (as defined in the Indenture) on the date of purchase. 2.7 Ranking. The Securities are our general obligations and are not secured by any collateral. Your right to payment under these Securities is: . junior to the rights of our secured creditors to the extent of their security in our assets; . equal with the rights of creditors under our other unsecured, unsubordinated debt, including our revolving credit facility; and . senior to the rights of creditors under debt expressly subordinated to the Securities. The Securities are guaranteed by each wholly owned subsidiary that is a restricted subsidiary as defined in the Indenture. However, not all of our wholly owned subsidiaries are guarantors of these Securities. For example, none of our financial services subsidiaries are guarantors of these Securities. If we cannot make payments on the Securities, the guarantor subsidiaries must make them. The guarantees of our existing and future restricted subsidiaries are also not secured by any collateral. Your right to payment under any guarantee is: . junior to the rights of secured creditors to the extent of their security in a guarantor's assets; . equal with the rights of creditors under a guarantor's other unsecured, unsubordinated debt, including any guarantor's guarantee of our revolving credit facility; and . senior to the rights of creditors under a guarantor's debt expressly subordinated to the guarantees. 3. Procedures to be Followed by Holders Electing to Surrender Securities for Purchase. You will not be entitled to receive the purchase price for your Securities unless you validly surrender the Securities on or before 5:00 p.m., New York City time, on May 12, 2003. Only registered holders are authorized to surrender their Securities for purchase. All other holders must comply with the procedures of DTC and, if they hold their Securities through a broker, dealer, commercial bank, trust company or other nominee, the procedures of such nominee. 3.1 Method of Delivery. The method of delivery of Securities, the related Purchase Notice and all other required documents, including delivery through DTC and acceptance through DTC's Automatic Tenders over the Participant Terminal System ("PTS"), is at the election and risk of the person surrendering such Securities and delivering such Purchase Notice and, except as expressly otherwise provided in the Purchase Notice, delivery will be deemed made only when actually received by the Paying Agent. The date of any postmark or other indication of when a Security or the Purchase Notice was sent will not be taken into account in determining whether such materials were timely received. If such delivery is by mail, it is suggested that you use properly insured, registered mail with return receipt requested, and that you mail the required documents sufficiently in advance to permit delivery to the Paying Agent prior to 5:00 p.m., New York City time, on May 12, 2003. 3.2 Purchase Notice. Pursuant to the Indenture, the Purchase Notice must contain: . the certificate number of the Securities being delivered to be purchased; . the portion of the principal amount of the Securities which will be delivered to be purchased, which portion must be in principal amounts of $1,000 at maturity or an integral multiple thereof; and . a statement that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in the Indenture and paragraph 7 of the Securities. 7 3.3 Delivery of Securities. Securities in Global Form. If you are a DTC participant, you may elect to surrender to us your beneficial interest in the Securities by: . delivering to the Paying Agent's account at DTC through DTC's book-entry system your beneficial interest in the Securities on or prior to 5:00 p.m., New York City time, on May 12, 2003; and . electronically transmitting your acceptance through DTC's PTS, subject to the terms and procedures of that system. In surrendering through PTS, the electronic instructions sent to DTC by the Holder, and transmitted by DTC to the Paying Agent will acknowledge, on behalf of you and DTC, your receipt of and agreement to be bound by the Purchase Notice. Securities Held Through a Custodian. If your Securities are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee if you desire to surrender your Securities and instruct such nominee to surrender the Securities for purchase on your behalf. Securities in Certificated Form. To receive the purchase price, if you hold Securities in certificated form, you must deliver to the Paying Agent the Securities to be surrendered for purchase and the accompanying Purchase Notice, or a copy thereof, on or before 5:00 p.m., New York City time, on May 12, 2003. Securities and the Purchase Notice must be delivered to the Paying Agent to collect payment. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent. 3.4 Notice of Guaranteed Delivery. If you desire to surrender Securities for purchase pursuant to the Option and . certificates representing such Securities are not immediately available, . time will not permit your Purchase Notice, certificates representing such Securities and all other required documents to reach the Paying Agent prior to 5:00 p.m., New York City time, on May 12, 2003, or . the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed prior to 5:00 p.m., New York City time, on May 12, 2003, you may nevertheless surrender such Securities with the effect that such surrender will be deemed to have been received prior to 5:00 p.m., New York City time, on May 12, 2003, if all the following conditions are satisfied: . such surrender is made by or through an eligible guarantor institution (each, an "Eligible Institution"), as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); . prior to 5:00 p.m., New York City time, on May 12, 2003, the Paying Agent has received from such Eligible Institution, at the address of the Paying Agent set forth on the front cover page of this Company Notice, a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) substantially in the form enclosed herewith, setting forth the name(s) and address(es) of the holder(s) and the principal amount at maturity of Securities being surrendered for purchase, and stating that the surrender is being made thereby and guaranteeing that, within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery, a properly completed and executed Purchase Notice (or a manually signed facsimile thereof), together with any required signature guarantees (or in the case of a book-entry transfer, an agent's message) and certificates evidencing the Securities (or confirmation of book-entry transfer of such Securities into the Paying Agent's account with DTC), and any other documents required by the Purchase Notice, will be deposited by such Eligible Institution with the Paying Agent; and . such Purchase Notice (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or in the case of a book-entry transfer, an agent's message), 8 together with certificates for all physically delivered Securities in proper form for transfer (or confirmation of book-entry transfer of such Securities into the Paying Agent's account with DTC) and all other required documents are received by the Paying Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. The term "agent's message" means a message, transmitted to DTC and received by the Paying Agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the beneficial owner of the Securities agrees to be bound by the Purchase Notice and that we may enforce the Purchase Notice against such person. Under no circumstances will Securities accrete in value by reason of any delay in making payment to any person using the guaranteed delivery procedures. The purchase price for Securities surrendered pursuant to the guaranteed delivery procedures will be the same as that for Securities delivered to the Paying Agent on or before the Purchase Date. 4. Right of Withdrawal. Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 12, 2003. You may also withdraw surrendered Securities at any time after the expiration of 40 business days from the date of this Company Notice if your Securities have not yet been accepted for payment. In order to withdraw your Securities you must deliver to the Paying Agent written notice, substantially in the form enclosed herewith, containing: . the certificate number(s) of the Securities with respect to which such notice of withdrawal is being submitted; . the principal amount at maturity of the Securities with respect to which such notice of withdrawal is being submitted; . the principal amount at maturity, if any, of such Securities which remain subject to the original Purchase Notice and which have been or will be delivered for purchase by us; and . your signature, in the same manner as the original signature on the Purchase Notice by which such Securities were surrendered for purchase. The signature on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Securities have been surrendered for purchase for the account of an Eligible Institution. Any properly withdrawn Securities will be deemed not validly surrendered for purposes of the Option. Securities withdrawn from the Option may be resurrendered by following the surrender procedures described in Section 3 above. 5. Payment for Surrendered Securities. We will pay the purchase price for any Securities validly surrendered for purchase and not withdrawn. The payment will be made promptly following the Purchase Date. If you are a DTC participant or hold your Securities through a broker, dealer, commercial bank, trust company or other nominee, we will pay the purchase price for such Securities promptly to DTC if you have properly delivered such beneficial interest in your Securities for purchase by the Company through DTC and not validly withdrawn such delivery prior to 5:00 p.m., New York City time, on May 12, 2003 and if DTC and your custodian, if applicable, have validly surrendered and not withdrawn your Securities for purchase by such date and time. We believe that it is currently the policy of DTC to credit immediately the accounts of the relevant participants with such payment. Payments by DTC's participants to beneficial holders of Securities will be governed by standing instructions and customary practice of such DTC participants and will be the responsibility of such DTC participants. You should contact your custodian if you have any further questions regarding its policies and procedures for payment of the purchase price with respect to your beneficial interest in such Securities. The total amount of funds required by us to purchase all of the Securities is approximately $213.3 million (assuming all of the Securities are validly surrendered for purchase and accepted for payment). We believe that a 9 combination of cash resources available from operations and under our revolving credit facility will be adequate to meet our obligations to purchase all of the Securities. We do not have an alternative financing plan at this time. 6. Securities Acquired. Any Securities we purchase pursuant to the Option will be cancelled by the Trustee, pursuant to the terms of the Indenture. 7. Plans or Proposals of the Company. In the normal course of business, we are continuously evaluating potential acquisitions of other homebuilding companies that we believe would enhance our business. We expect to continue considering such acquisitions from time to time. However, we currently have no plans which would be material to your decision to surrender Securities for purchase in the Option, which relate to or which would result in: . any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; . any purchase, sale or transfer of a material amount of assets of us or any of our subsidiaries; . any material change in our present dividend rate or policy, or indebtedness or capitalization; . any change in our present board of directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer, except as may be necessary to comply with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, including the proposed rules of the New York Stock Exchange regarding the composition and independence of the board of directors and its committees; . any other material change in our corporate structure or business; . any class of equity security to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association; . any class of equity security becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; . the suspension of our obligation to file reports under Section 15(d) of the Exchange Act; . the acquisition by any person of additional securities of us, or the disposition of securities of us; or . any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us. 8. Interests of Directors, Executive Officers and Affiliates of the Company in the Securities. To our knowledge: . neither we nor any of our executive officers, directors, subsidiaries or other affiliates have any beneficial interest in the Securities; . none of the officers or directors of our subsidiaries have any beneficial interest in the Securities; . we will not purchase any Securities from such persons; and . during the 60 days preceding the date of this Company Notice, none of such officers, directors or affiliates have engaged in any transactions in the Securities. A list of our directors and executive officers is attached to this Company Notice as Annex A. As of March 26, 2003, our directors and executive officers as a group beneficially owned 26,415,894 shares of our common stock, 567,392 shares of which could be acquired on such date or within 60 days thereafter through the exercise of stock options. In connection with their services to the Company, each of our directors and executive officers has entered into one or more agreements under our equity compensation plans pursuant to which such director or executive officer has been granted stock options or the right to purchase shares of our common stock. 10 Except as described above, neither we nor, to our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Option or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. 9. Purchases of the Securities by the Company and its Affiliates. We and our affiliates, including our executive officers and directors, will be prohibited under applicable United States federal securities laws from purchasing Securities (or the right to purchase Securities) other than through the Option until at least the tenth business day after the Purchase Date. Following such time, if any Securities remain outstanding, we and our affiliates may purchase Securities in the open market, in private transactions, through a subsequent tender offer, or otherwise, any of which may be consummated at purchase prices higher or lower than the purchase price. Any decision to purchase Securities after the Option, if any, will depend upon many factors, including the market price of the Securities, the amount of Securities surrendered for purchase pursuant to the Option, the market price of our common stock, our business and financial position, and general economic and market conditions. 10. United States Tax Considerations. The following discussion, which is for general information only, is a summary of the material U.S. federal income tax considerations relating to the surrender of Securities for purchase pursuant to the Option. This discussion does not purport to be a complete analysis of all potential tax effects of the Option. This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Moreover, this summary applies only if you hold Securities as "capital assets" within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), and does not purport to deal with persons in special tax situations, such as financial institutions, insurance companies, regulated investment companies, tax exempt investors, dealers in securities and currencies, U.S. expatriates, persons holding Securities as a position in a "straddle," "hedge," "conversion" or other integrated transaction for tax purposes, persons who own, directly or indirectly, 10% or more of our voting power, or U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. Further, this discussion does not address the consequences under U.S. federal estate or gift tax laws or the laws of any U.S. state or locality or any foreign jurisdiction. For purposes of this discussion, a "U.S. Holder" means a beneficial owner of Securities that is, for U.S. federal income tax purposes: a citizen or resident of the United States; a corporation (or other entity that has elected to be treated as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof; an estate the income of which is subject to U.S. federal income tax regardless of its source, a trust if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions; and certain electing trusts that were in existence and treated as U.S. trusts on August 20, 1996. As used herein, the term "non-U.S. Holder" means a beneficial owner of Securities, other than a partnership, that is not a U.S. Holder as defined above. The tax treatment of a partnership that holds Securities will generally depend on the status of the partners and the activities of the partnership. Holders that are partnerships should consult their own tax advisors about the U.S. federal income tax consequences of surrendering Securities pursuant to the Option. Sale of Securities Pursuant to the Option. If you are a U.S. Holder who receives cash in exchange for Securities pursuant to the Option, you will recognize taxable gain or loss equal to the difference between (i) the amount of cash received, and (ii) your adjusted tax basis in the Securities surrendered. A U.S. Holder's adjusted tax basis in the Securities will generally equal the U.S. Holder's cost of the Securities increased by any original issue discount previously included in income by such Holder with respect to such Securities. Subject to the market discount rules discussed below, such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if you held the Securities for more than one year. Long-term capital gain of non-corporate taxpayers is generally subject to a maximum tax rate of 20%. The deductibility of capital losses is subject to limitations. 11 A U.S. Holder who acquired Securities at a market discount generally will be required to treat any gain recognized upon the purchase of its Securities pursuant to the Option as ordinary income rather than capital gain to the extent of the accrued market discount, unless the U.S. Holder elected to include market discount in income as it accrued. Subject to a de minimis exception, "market discount" generally equals the excess of the "adjusted issue price" (the sum of the issue price of the Securities and the aggregate amount of original issue discount includible in gross income by all prior holders of the Securities) of the Securities at the time you acquired it over your initial tax basis in the Securities. If you are a non-U.S. Holder who receives cash in exchange for Securities pursuant to the Option, you generally will not be subject to U.S. federal income tax on any gain recognized, unless (a) the gain is effectively connected with the conduct by you of a trade or business, or, in the case of a treaty resident, is attributable to a permanent establishment or a fixed base, in the United States, or (b) you are an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met, in which case the gain will be taxable in the same manner as described above with respect to U.S. Holders. Backup Withholding. Under the backup withholding provisions of the Code, a U.S. Holder who surrenders Securities for purchase will generally be subject to backup withholding at the rate of 30% of any gross payment if such Holder fails to provide a certified Taxpayer Identification Number (Employer Identification Number or Social Security Number). U.S. Holders electing to surrender Securities should complete the Substitute Form W-9 which is part of the Purchase Notice and attach it to the Securities being surrendered. If you are a U.S. Holder exempt from backup withholding under the Code, please provide your Tax Identification Number and so indicate in Part 2 of the Substitute Form W-9. If a non-U.S. Holder holds Securities through the non-U.S. office of a non-U.S. related broker or financial institution, backup withholding and information reporting generally will not be required. Information reporting, and possibly backup withholding, may apply if the Securities are held by a non-U.S. Holder through a U.S. broker or financial institution or the U.S. office of a non-U.S. broker or financial institution and the non-U.S. holder fails to provide appropriate information (on Form W-8BEN or other applicable form). Non-U.S. Holders should consult their tax advisors with respect to the application of U.S. information reporting and backup withholding rules to the disposition of Securities pursuant to the Option. All descriptions of tax considerations are for your guidance only and are not tax advice. We recommend that you consult with your tax and financial advisors with respect to the tax consequences of surrendering your Securities, including the applicability and effect of state, local and foreign tax laws, before surrendering your Securities. 11. Additional Information. We are subject to the reporting and other informational requirements of the Exchange Act and, in accordance therewith, file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Such material may also be accessed electronically by means of the SEC's home page on the Internet at www.sec.gov. Such reports and other information concerning us may also be obtained by calling the NYSE at (212) 656-5060. We have filed with the SEC a Tender Offer Statement on Schedule TO-I, pursuant to Section 13(e)(4) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Option. The Tender Offer Statement on Schedule TO-I, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above. The documents listed below contain important information about us and our financial condition. . D.R. Horton, Inc.'s annual report on Form 10-K for its fiscal year ended September 30, 2002, filed on December 13, 2002; . Pages 7 through 13 under the captions "Directors and Executive Officers" through "Compensation Committee Interlocks and Insider Participation," and page 19 under the caption "Section 16(a) 12 Beneficial Ownership Reporting Compliance," contained in our proxy statement relating to our 2003 annual meeting of stockholders and incorporated into our annual report on Form 10-K. . D.R. Horton, Inc.'s quarterly report on Form 10-Q for the quarter ended December 31, 2002, filed on February 14, 2003, as amended on February 18, 2003; . All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K mentioned above; . All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Company Notice; and . The description of common stock set forth in our Registration Statement on Form 8-A, filed with the SEC on December 7, 1995 and amended on April 30, 1998 and on March 26, 2003, including any amendment or report filed with the SEC for the purpose of updating such description. In the event of conflicting information in these documents, the information in the latest filed documents should be considered correct. 12. No Solicitations. We have not employed any persons to make solicitations or recommendations in connection with the Option. 13. Definitions. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture. 14. Conflicts. In the event of any conflict between this Company Notice and the accompanying Purchase Notice on the one hand and the terms of the Indenture or any applicable laws on the other hand, the terms of the Indenture or applicable laws, as the case may be, will control. Neither we nor any of our board of directors or employees are making any recommendation to you as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. You must make your own decision whether to surrender your Securities for purchase and, if so, the principal amount of Securities to surrender based on your own assessment of current market value and other relevant factors. D.R. HORTON, INC. March 31, 2003 13 ANNEX A MEMBERS OF OUR BOARD OF DIRECTORS AND OUR EXECUTIVE OFFICERS The following table sets forth the names of each of the members of our Board of Directors and executive officers.
Name Position(s) Held - ---- ---------------- Donald R. Horton Chairman of the Board Donald J. Tomnitz Vice Chairman, President and Chief Executive Officer Bradley S. Anderson Director Richard Beckwitt Director Samuel R. Fuller Director, Executive Vice President, Treasurer and Chief Financial Officer Richard I. Galland Director Richard L. Horton Director Terrill J. Horton Director Francine I. Neff Director James K. Schuler Director Scott J. Stone Director Stacey H. Dwyer Executive Vice President
The business address of each person set forth above is c/o D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington, TX 76006. The telephone number is (817) 856-8200. A-1 EX-99.(A)(1)(B) 4 dex99a1b.txt FORM OF PURCHASE NOTICE Exhibit (a)(1)(B) PURCHASE NOTICE To Surrender D.R. Horton, Inc. ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2021 CUSIP Number: 23331A AH 2 Pursuant to the Company Notice Dated March 31, 2003 This Purchase Notice relates to the purchase of Zero Coupon Convertible Senior Notes due 2021 (the "Securities") of D.R. Horton, Inc. (the "Company"), at the option of the holder thereof, pursuant to the terms and conditions specified in paragraph 7 of the Securities and as set forth in the Company Notice and the Indenture, dated June 9, 1997 (as supplemented, the "Indenture"), by and between the Company, the guarantors party thereto and American Stock Transfer & Trust Company, as Trustee, as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001. Your right to surrender your Securities to the Company for purchase will expire at 5:00 p.m., New York City time, on Monday, May 12, 2003 (the "Purchase Date"). Holders of Securities (the "Holders") must validly surrender Securities for purchase (and not have withdrawn such Securities) prior to 5:00 p.m., New York City time, on May 12, 2003, in order to receive the purchase price of $559.73 per $1,000 principal amount at maturity. Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on Monday, May 12, 2003. The address for the Paying Agent is as follows: American Stock Transfer & Trust Company By Mail, Overnight Courier or Hand: 59 Maiden Lane New York, New York 10038 The instructions accompanying this Purchase Notice should be read carefully before this Purchase Notice is completed. This Purchase Notice can be used only if: . certificates representing Securities are to be physically delivered with it to the Paying Agent, or . a surrender of Securities is being made concurrently by book-entry transfer to the Paying Agent's account at the Depository Trust Company ("DTC") through the DTC's Automatic Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system. Holders that surrender through DTC need not submit a physical Purchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC. Any beneficial owner whose Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to surrender such Securities should contact such registered holder of the Securities promptly and instruct such registered holder to surrender on behalf of the beneficial owner. Delivery of this Purchase Notice and all other required documents to an address other than as set forth above does not constitute valid delivery to the Paying Agent. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent. The method of delivery of all documents, including certificates representing Securities, is at the risk of the Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. You must sign this Purchase Notice in the appropriate space provided therefore, with signature guarantee if required, and complete the substitute Form W-9 set forth below. See Instructions 1, 2 and 12. Ladies and Gentlemen: By execution of this Purchase Notice, each signatory hereof (the "undersigned") represents that the undersigned has received the Company Notice, dated March 31, 2003 (the "Company Notice"), of D.R. Horton, Inc., a Delaware corporation (the "Company"), which provides the notice to the holders (the "Holders") required pursuant to the Indenture, dated June 9, 1997 (as supplemented, the "Indenture"), by and between the Company and American Stock Transfer & Trust Company, as Trustee, as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001, relating to the Company's Zero Coupon Convertible Senior Notes due 2021 (the "Securities"), and the Holder's right to surrender the Securities for purchase in principal amounts at maturity equal to $1,000 or integral multiples thereof for $559.73 per $1,000 principal amount at maturity thereof, upon the terms and subject to the conditions specified in the Indenture, paragraph 7 of the Securities and as set forth in the Company Notice. Upon the terms and subject to the conditions set forth herein and the Indenture, and effective upon the acceptance for payment thereof, the undersigned hereby irrevocably sells, assigns and transfers all right and title to the Company in and to the Securities surrendered hereby. The undersigned hereby irrevocably constitutes and appoints American Stock Transfer & Trust Company (the "Paying Agent") the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Paying Agent also acts as the agent of the Company) with respect to such Securities, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (1) present such Securities and all evidences of transfer and authenticity to, or transfer ownership of, such Securities on the account books maintained by the DTC to, or upon the order of, the Company, (2) present such Securities for transfer and cancellation on the books of the relevant security registrar, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, all in accordance with the terms of and conditions to the Company Notice and the Indenture. The undersigned hereby represents and warrants that: (a) the undersigned owns the Securities surrendered hereby as contemplated by Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly surrender the Securities surrendered hereby; (b) when and to the extent the Company accepts such Securities for payment, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their surrender or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents that the Paying Agent or the Company deems necessary or desirable to complete the surrender of the Securities surrendered for purchase hereby and accepted for payment; and (d) the undersigned has read and agrees to all of the terms of the Company Notice and this Purchase Notice. The undersigned understands that surrender of the Securities is not made in acceptable form until receipt by the Paying Agent of this Purchase Notice, duly completed and signed, together with all accompanying evidence of authority in form satisfactory to the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent). All questions as to form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities for purchase hereunder will be determined by the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent) and such determination shall be final and binding on all parties. The undersigned understands that all Securities properly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on Monday, May 12, 2003 (the "Purchase Date") will be purchased at the purchase price, in cash, upon the terms and conditions specified in the Indenture, paragraph 7 of the Securities and the Company Notice. The undersigned understands that acceptance of the Securities by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Indenture, the Company Notice and this Purchase Notice. The check for the aggregate purchase price for such of the Securities surrendered hereby as are purchased will be issued to the order of the undersigned and mailed to the address indicated in the box entitled "Description of Securities Being Surrendered for Purchase," unless otherwise indicated in the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions" herein. In the event that the boxes entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" are completed, the check will be issued in the name of, and the payment of the aggregate purchase price will be mailed to, the address so indicated. All authority conferred or agreed to be conferred in this Purchase Notice shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Purchase Notice shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. NOTE: SIGNATURES MUST BE PROVIDED PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY - ------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SECURITIES BEING SURRENDERED FOR PURCHASE - ------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as Securities Surrendered for Purchase name(s) appear(s) on Securities)/(1)/ (Attach additional signed list, if necessary) - ------------------------------------------------------------------------------------------------------------- Security Certificate Principal Amount Principal Amount Number(s)/(2)/ Represented by Securities Surrendered for Purchase/(2) (3)/ -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- Total Amount Surrendered for Purchase - - -------------------------------------------------------------------- (1) Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of the DTC. (2) Need not be completed if Securities are being surrendered for purchase by book-entry transfer. (3) If you desire to surrender for purchase less than the entire principal amount evidenced by the Securities listed above, please indicate in this column the portion of the principal amount of such Securities that you wish to surrender for purchase, otherwise, the entire principal amount evidenced by such Securities will be deemed to have been surrendered for purchase. - -------------------------------------------------------------------------------------------------------------

METHOD OF DELIVERY [_] CHECK HERE IF SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH. [_] CHECK HERE IF SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC, AND COMPLETE THE FOLLOWING: Name of Surrendering Institution:_________________________________________________________________ DTC Account Number:_______________________________________________________________________________ Contact Person:___________________________________________________________________________________ Address:__________________________________________________________________________________________ Telephone (with international dialing code):______________________________________________________ Facsimile (with international dialing code):______________________________________________________ Date Surrendered:_________________________________________________________________________________ Transaction Code Number:__________________________________________________________________________

- ------------------------------------------------------ ----------------------------------------------------- SPECIAL ISSUANCE SPECIAL DELIVERY INSTRUCTIONS INSTRUCTIONS (See Instructions 2, 4, 5 and 6) (See Instructions 2, 4, 5 and 6) To be completed ONLY if Securities not To be completed ONLY if Securities not surrendered or not purchased and/or any check surrendered or not purchased and/or any check for the aggregate purchase price of Securities for the aggregate purchase price of Securities purchased are to be issued in the name of and purchased, issued in the name of the sent to someone other than the undersigned, or if undersigned, are to be sent to someone other Securities surrendered by book-entry transfer than the undersigned, or to the undersigned at an that are not accepted for purchase are to be address other than that indicated above. credited to an account maintained at DTC other than the one designated above. Mail Check and/or Securities to: Issue Check and/or Securities to: Name_____________________________________________ (Please Print) Name_____________________________________________ Address:_________________________________________ (Please Print) Address:_________________________________________ _________________________________________________ _________________________________________________ _________________________________________________ (Include Zip Code) (Include Zip Code) _________________________________________________ (Taxpayer Identification Number or Social Security Number) Credit unpurchased Securities by book-entry to DTC account number: _________________________________________________ (DTC Account Number) _________________________________________________ (Account Party) - ------------------------------------------------------ -----------------------------------------------------

NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. - -------------------------------------------------------------------------------- HOLDERS SIGN HERE (See Instructions 1 and 5) (Please Complete Substitute Form W-9) Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Purchase Notice. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title. ____________________________________________________________________________ ____________________________________________________________________________ Signature(s) of Holder(s) Date:__________________________________, 2003 Name(s):_____________________________________________________________________ ____________________________________________________________________________ (Please Print) Capacity:____________________________________________________________________ Area Code(s) and Telephone Number(s):________________________________________ Tax Id./S.S. Number(s):______________________________________________________ (Taxpayer Identification Number(s) or Social Security Number(s)) Address(es):_________________________________________________________________ (Include Zip Code) - --------------------------------------------------------------------------------

The Guarantee Below Must be Completed. - ------------------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (See Instructions 2 and 5) Authorized Signature:________________________________________________________ Name:________________________________________________________________________ Title:_______________________________________________________________________ Name of Eligible Institution:________________________________________________ Address:_____________________________________________________________________ Area Code and Telephone Number:______________________________________________ Date:__________________________________, 2003 - ------------------------------------------------------------------------------- INSTRUCTIONS Forming Part of the Terms and Conditions of this Purchase Notice 1. Delivery of Purchase Notice and Securities. This Purchase Notice can be used only if Securities are to be delivered with it to the Paying Agent or a surrender of Securities is being made concurrently by book-entry transfer to the Paying Agent's account at DTC. Holders that surrender through DTC need not submit a physical Purchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC. Securities or confirmation of the delivery of Securities by book-entry transfer to the Paying Agent through DTC, together with a properly completed and duly executed Purchase Notice or agent's message and any other required documents, should be delivered to the Paying Agent at the appropriate address set forth on the first page of this Purchase Notice and must be received by the Paying Agent prior to 5:00 p.m., New York City time, on Monday, May 12, 2003. The term "agent's message" means a message, transmitted to the DTC and received by the Paying Agent and forming a part of a book-entry transfer, that states that the DTC has received an express acknowledgement that the undersigned agrees to be bound by this Purchase Notice and that the Company may enforce this Purchase Notice against the undersigned. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent. The method of delivery of all documents, including Securities, this Purchase Notice and any other required documents, is at the election and risk of the surrendering Holder(s). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Each surrendering Holder, by execution of this Purchase Notice, waives any right to receive any notice of the acceptance of his or her surrender. 2. Guarantee of Signatures. No signature guarantee is required if either: (a) this Purchase Notice is signed by the registered Holder(s) of the Securities (which term, for purposes of this Purchase Notice, includes any participant in DTC whose name appears on a security position listing as the Holder of such Securities) surrendered with the Purchase Notice, unless such Holder has completed the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" above; or (b) the Securities surrendered with this Purchase Notice are surrendered for the account of an eligible guarantor institution, as defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other cases an Eligible Institution must guarantee the signatures on this Purchase Notice. See Instruction 5. 3. Inadequate Space. If the space provided in the box captioned "Description of Securities Being Surrendered for Purchase" is inadequate, the Security certificate numbers, the principal amount represented by the Securities and the principal amount surrendered should be listed on a separate signed schedule and attached to this Purchase Notice. 4. Partial Surrenders and Unpurchased Securities. (Not applicable to Holders who surrender by book-entry transfer.) If less than all of the principal amount evidenced by the Securities is to be surrendered for purchase, fill in the portion of the principal amount of such Securities which is to be surrendered for purchase in the column entitled "Principal Amount Surrendered for Purchase" in the box captioned "Description of Securities Being Surrendered for Purchase." In such case, a new certificate for the remainder of the Securities evidenced by the old certificate will be issued and sent to the registered Holder(s), unless otherwise specified in the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" in this Purchase Notice, as promptly as practicable following the Purchase Date; provided, however, that each Security purchased and each new Security issued shall be in a principal amount at maturity of $1,000 or integral multiples thereof. The full principal amount of Securities listed and delivered to the Paying Agent is deemed to have been surrendered unless otherwise indicated. 5. Signatures on Purchase Notice and Endorsements. (a) If this Purchase Notice is signed by the registered Holder(s) of the Securities surrendered for purchase hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Securities without any change whatsoever. (b) If the Securities are registered in the names of two or more joint Holders, each such Holder must sign this Purchase Notice. (c) If any surrendered Securities are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Purchase Notices as there are different registrations of Securities. (d) (Not applicable to Holders who surrender by book-entry transfer.) When this Purchase Notice is signed by the registered Holder(s) of the Securities and transmitted hereby, no endorsements of Securities is required unless payment is to be made, or the Securities not surrendered or not purchased are to be issued, to a person other than the registered Holder(s). See Instruction 2. In such an event, signature(s) on such Securities must be guaranteed by an Eligible Institution. If this Purchase Notice is signed by a person other than the registered Holder(s) of the Securities listed, the assignment form on the Securities must be completed and signed exactly as the name(s) of the registered Holder(s) appear on the Securities and signature(s) on such Securities must be guaranteed by an Eligible Institution. See Instruction 2. (e) If this Purchase Notice is signed by attorneys-in-fact, executors, administrators, trustees, guardians, partners, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act. 6. Special Payment and Special Delivery Instructions. The surrendering Holder(s) signing this Purchase Notice should indicate in the applicable box or boxes the name and address to which Securities for principal amounts not surrendered or checks for payment of the aggregate purchase price are to be issued or sent, if different from the name(s) and address(es) of such Holder(s). In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no instructions are given, Securities not surrendered will be returned to the Holder(s). Any Holder(s) surrendering by book-entry transfer may request that Securities not surrendered be credited to such account at DTC as such Holder(s) may designate under the caption "Special Issuance Instructions." If no such instructions are given, any such Securities not surrendered will be returned by crediting the account at DTC designated above. 7. Irregularities. The Company will determine, in its sole discretion, all questions as to the form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities and its determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all surrenders it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the surrender of any particular Security. No surrender of Securities will be deemed to have been properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with surrenders must be cured within such time as the Company shall determine. The Company's interpretation of the terms of the Purchase Notice (including these instructions) will be final and binding on all parties. None of the Company, the Paying Agent or any other person is or will be obligated to give notice of any defects or irregularities in surrenders of Securities and none of them will incur any liability for failure to give such notice. 8. Mutilated, Lost, Stolen or Destroyed Certificates for Securities. Any Holder(s) whose certificates for Securities have been mutilated, lost, stolen or destroyed should write to or telephone the Paying Agent at the address or telephone number set forth on the front cover page of the Company Notice. The Holder will then be instructed by the Paying Agent as to the steps that must be taken in order to replace the certificates. This Purchase Notice and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed. 9. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Paying Agent and additional copies of the Company Notice and this Purchase Notice may also be obtained from the Paying Agent. 10. Withdrawal Rights. You may withdraw previously surrendered Securities at any time until 5:00 p.m., New York City time, on May 12, 2003. You may also withdraw surrendered Securities at any time after the expiration of 40 business days from the date of the Company Notice if your Securities have not yet been accepted for payment. See Section 4 of the Company Notice for a more detailed description of withdrawal rights. 11. Transfer Taxes. Except as set forth in this Instruction 11, the Company will pay or cause to be paid any transfer taxes with respect to the transfer and purchase of Securities to it, or to its order, pursuant to the Company Notice. If, however, payment of the purchase price is to be made to, or if Securities not surrendered or purchased are to be registered in the name of, any persons other than the registered Holder(s), or if surrendered Securities are registered in the name of any person other than the person(s) signing this Purchase Notice, the amount of any transfer taxes (whether imposed on the registered Holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted. 12. Taxpayer Identification Number. Each Holder surrendering Securities is required to provide the Paying Agent with the Holder's correct taxpayer identification number ("TIN"), generally the Holder's Social Security or federal employer identification number, and certain other information, on Substitute Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from backup withholding. Additionally, a Holder must cross out item (2) in the Certification box on Substitute Form W-9 if the Holder is subject to backup withholding. Failure to provide the information on the form may subject the Holder to a $50 penalty imposed by the Internal Revenue Service and 30% federal income tax backup withholding on the payments made to the Holder or to the payee with respect to Securities purchased pursuant to the Company Notice. The box in Part 3 of the form should be checked if the Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN within 60 days, thereafter the Paying Agent will withhold 30% on all payments of the purchase price until a TIN is provided to the Paying Agent. If this applies, the Holder must complete the "Certificate of Awaiting Taxpayer Identification Number." Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on the Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Paying Agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that Holder's exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. If backup withholding applies, the Paying Agent is required to withhold 30% of any purchase price payments made to the Holder or to the payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service. The Paying Agent cannot refund amounts withheld by reason of backup withholding. Purpose of Substitute Form W-9 To prevent backup withholding on purchase price payments made with respect to the Securities surrendered pursuant to the Company Notice, the Holder is required to provide the Paying Agent with: . the Holder's correct TIN (or, if applicable, the TIN of the payee) by completing the enclosed "Substitute Form W-9," certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN), that the Holder is a U.S. person (including a U.S. resident alien), and that: . such Holder is exempt from backup withholding, . the Holder has not been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of failure to report all interest or dividends, or . the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding; and . if applicable, an adequate basis for exemption. EX-99.(A)(1)(C) 5 dex99a1c.txt FORM OF NOTICE OF GUARANTEED DELIVERY Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY of Surrender of D.R. Horton, Inc. ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2021 CUSIP Number: 23331A AH 2 Pursuant to the Company Notice dated March 31, 2003 This offer will expire at 5:00 p.m., New York City time, on May 12, 2003 (the "Purchase Date"). Registered holders of Securities must surrender their Securities for purchase on or prior to 5:00 p.m., New York City time, on May 12, 2003 in order to receive the purchase price. Securities surrendered for purchase may be withdrawn at anytime prior to 5:00 p.m., New York City time, on May 12, 2003. This Notice of Guaranteed Delivery should be delivered to: American Stock Transfer & Trust Company By Mail, Overnight Courier or Hand: 59 Maiden Lane New York, New York, 10038 By Facsimile Transmission (For Eligible Institutions Only): (718) 234-5001 Confirm Receipt of Facsimile by Telephone Only: (800) 937-5449 For Information Call: (800) 937-5449 Delivery of this Notice of Guaranteed Delivery to an address, or transmission via facsimile, other than as set forth above will not constitute a valid delivery. This form is not to be used to guarantee signatures. If a signature on the Purchase Notice is required to be guaranteed under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Purchase Notice. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company Notice, dated March 31, 2003, and the accompanying Purchase Notice, of D.R. Horton, Inc. (the "Company"), relating to the purchase by the Company, at the option of the holder thereof, of the Company's Zero Coupon Convertible Senior Notes due 2021 (the "Securities") for $559.73 per $1,000 principal amount at maturity, subject to the terms and conditions of the Indenture and the Option. As set forth in the Company Notice, this Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used by a holder of the Securities if the holder elects to have the Company purchase such Securities and (1) certificates representing such Securities are not immediately available, (2) time will not permit your Purchase Notice, certificates representing such Securities and all other required documents to reach the Paying Agent prior to 5:00 p.m., New York City time, on May 12, 2003, or (3) the procedures for delivery by book-entry transfer (including delivery of an agent's message) cannot be completed prior to 5:00 p.m., New York City time, on May 12, 2003. Ladies and Gentlemen: By execution hereof, the undersigned acknowledges receipt of the Company Notice. Subject to the terms and conditions of the Company Notice, the undersigned hereby represents that he or she is the holder of the Securities being surrendered (or caused to be surrendered) for purchase hereby and is entitled to surrender (or cause to surrender) for purchase such Securities as contemplated by the Company Notice and, pursuant to the guaranteed delivery procedures described under the caption "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase--Notice of Guaranteed Delivery" in the Company Notice, hereby surrenders (or causes to surrender) for purchase by the Company the aggregate principal amount of Securities indicated below. The undersigned understands that Securities surrendered for purchase may be withdrawn by written notice of withdrawal received by the Paying Agent at any time prior to 5:00 p.m., New York City time, on May 12, 2003. The undersigned understands that payment for the Securities purchased will be made only after valid receipt by the Paying Agent of (1) such Securities (or a book-entry confirmation of the surrender of such Securities into the Paying Agent's account at DTC) and (2) a Purchase Notice (or a manually signed facsimile thereof), properly completed and duly executed, with any signature guarantees and any other documents required by the Purchase Notice or a properly transmitted agent's message within three business days after the date of execution of this Notice of Guaranteed Delivery. The term "agent's message" means a message, transmitted to the DTC and received by the Paying Agent and forming a part of a book-entry transfer, that states that the DTC has received an express acknowledgement that the undersigned agrees to be bound by the Purchase Notice and that the Company may enforce the Purchase Notice against the undersigned. The undersigned agrees that Securities surrendered for purchase will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof. All authority conferred or agreed to be conferred in this Notice of Guaranteed Delivery shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal and legal representatives, trustees in bankruptcy, successors and assigns of the undersigned. This Notice of Guaranteed Delivery must be signed by the holder(s) of the Securities exactly as their name(s) appear(s) on certificate(s) representing such Securities. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, agent or other person acting in a fiduciary or representative capacity, that person must set forth his or her name, address and capacity as indicated below and submit evidence to the Company of such person's authority to so act: * * * PLEASE COMPLETE AND SIGN - ------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SECURITIES BEING SURRENDERED FOR PURCHASE - ------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as Securities Surrendered for Purchase name(s) appear(s) on Securities)/(1)/ (Attach additional signed list, if necessary) - ------------------------------------------------------------------------------------------------------------- Security Certificate Principal Amount Principal Amount Number(s)/(2)/ Represented by Securities Surrendered for Purchase/(2) (3)/ -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- Total Amount Surrendered for Purchase - - -------------------------------------------------------------------- (1) Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of the DTC. (2) Need not be completed if Securities are being surrendered for purchase by book-entry transfer. (3) If you desire to surrender for purchase less than the entire principal amount evidenced by the Securities listed above, please indicate in this column the portion of the principal amount of such Securities that you wish to surrender for purchase, otherwise, the entire principal amount evidenced by such Securities will be deemed to have been surrendered for purchase. - -------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------ HOLDERS SIGN HERE (To Be Completed by All Registered Holders of Securities Being Surrendered for Purchase) Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Notice of Guaranteed Delivery. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title. __________________________________________________________________________________________________ (Signature(s) of Registered Holder(s) or Authorized Signatory) Name of Registered Holder(s):______________________________________________________________________ Address(es):_______________________________________________________________________________________ (Include Zip Code) Area Code(s) and Telephone Number(s):______________________________________________________________ Dated:____________________, 2003 [_] Check this box if Securities will be delivered by book-entry transfer and provide the following information: Transaction Code Number:___________________________________________________________________________ Name of Surrendering Institution:__________________________________________________________________ DTC Account Number:________________________________________________________________________________ Contact Person:____________________________________________________________________________________ Address:___________________________________________________________________________________________ Telephone:______________________________________ Facsimile:______________________________________ - ------------------------------------------------------------------------------------------------------

The Guarantee on the Following Page Must be Completed GUARANTEE (Not to be used for signature guarantee) The undersigned, a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or another "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and validly executed Purchase Notice (or a manually signed facsimile thereof), together with the Securities surrendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Securities into the Paying Agent's account at the DTC, pursuant to the procedures for book-entry transfer set forth under the caption "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase--Notice of Guaranteed Delivery" in the Company Notice and Purchase Notice), and all other required documents will be delivered by the undersigned to the Paying Agent. The institution which completes this form must deliver to the Paying Agent this Notice of Guaranteed Delivery, the Purchase Notice (or a manually signed facsimile thereof) and certificates for Securities within the time periods specified herein. The undersigned acknowledges that failure to do so could result in financial loss to such institution. Name of Firm:_____________________________________________________________________________________ Authorized Signature:_____________________________________________________________________________ Name:_____________________________________________________________________________________________ (Please Print or Type) Title:____________________________________________________________________________________________ Address:__________________________________________________________________________________________ Postal/Zip Code:__________________________________________________________________________________ Area Code and Telephone Number:___________________________________________________________________ Dated: __________________, 2003 NOTE: DO NOT SEND CERTIFICATES FOR SECURITIES WITH THIS FORM--THEY SHOULD BE SENT WITH A PROPERLY COMPLETED AND DULY EXECUTED PURCHASE NOTICE.

EX-99.(A)(1)(D) 6 dex99a1d.txt FORM OF NOTICE OF WITHDRAWAL Exhibit (a)(1)(D) NOTICE OF WITHDRAWAL of Surrender of D.R. Horton, Inc. ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2021 CUSIP Number: 23331A AH 2 Pursuant to the Company Notice dated March 31, 2003 THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2003 (THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST SURRENDER THEIR SECURITIES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2003 IN ORDER TO RECEIVE THE PURCHASE PRICE. SECURITIES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE PAYING AGENT RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2003. The Paying Agent is: American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 By Facsimile Transmission (For Eligible Institutions Only): (718) 234-5001 Confirm Receipt Of Facsimile By Telephone: (800) 937-5449 For Information Call: (800) 937-5449 All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company Notice, dated March 31, 2003, and the accompanying Purchase Notice, of D.R. Horton, Inc., a Delaware corporation (the "Company"), relating to the purchase by the Company, at the option of the holder thereof, of the Company's Zero Coupon Convertible Senior Notes due 2021 (the "Securities") for $559.73 per $1,000 principal amount at maturity, subject to the terms and conditions of the Indenture and the Option. This Notice of Withdrawal is to be completed by registered holders of Securities desiring to withdraw the surrender of such Securities in the Option if (i) Securities have been previously surrendered to the Paying Agent, or (ii) delivery of such Securities has been previously made by book-entry transfer to the Paying Agent's account at DTC pursuant to the book-entry transfer procedures described under the caption "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice. Ladies and Gentlemen: The undersigned hereby withdraws the undersigned's surrender for purchase to the Company of the Securities described below, which Securities were previously surrendered for purchase pursuant to the Company Notice. The undersigned understands that the withdrawal of Securities previously surrendered in this Option, effected by this Notice of Withdrawal, may not be rescinded and that such Securities will no longer be deemed to be validly surrendered for purchase for purposes of the undersigned's Purchase Notice. Such withdrawn Securities may be resurrendered for purchase only by following the procedures for surrendering set forth in the Company Notice and in the accompanying Purchase Notice. All authority conferred or agreed to be conferred in this Notice of Withdrawal shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Notice of Withdrawal shall be binding upon the heirs, personal and legal representatives, trustees in bankruptcy, successors and assigns of the undersigned. * * *
- --------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SECURITIES BEING WITHDRAWN - --------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Securities Being Withdrawn Securities)/(1)/ (Attach additional signed list, if necessary) - --------------------------------------------------------------------------------------------------------------------- Security Certificate Principal Amount Principal Amount Being Number(s)/(2)/ Represented by Securities Withdrawn/(2)(3)/ --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Total Amount Being Withdrawn - --------------------------------------------------------------------------------------------------------------------- (1) Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of the DTC. (2) Need not be completed if Securities are being surrendered by book-entry transfer. (3) Unless otherwise specified, the entire aggregate principal amount evidenced by such Securities will be deemed to have been withdrawn. - ---------------------------------------------------------------------------------------------------------------------
METHOD OF DELIVERY [_] CHECK HERE IF SECURITIES WERE PHYSICALLY DELIVERED TO THE PAYING AGENT. [_] CHECK HERE IF SECURITIES WERE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Surrendering Institution: Address: ________________________________________________________ Telephone: _____________________ Facsimile: _____________________ Contact Person: ________________ Date Surrendered: ______________ DTC Account Number: ____________ Transaction Code Number: _______ SIGN HERE (To Be Completed by All Registered Holders of Securities Being Withdrawn) Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Notice of Withdrawal. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title. (Signature(s) of Holder(s) or Authorized Signatory) Dated: ................................................................ , 2003 Name(s): (Please Print) Capacity (full title):..................................................... Address: (Include Zip Code) Area Code(s) and Telephone Number(s):...................................... The Guarantee Below Must be Completed GUARANTY OF SIGNATURE(S) Authorized Signature:...................................................... Name:...................................................................... Title:..................................................................... Name of Eligible Institution:.............................................. Address:................................................................... Area Code and Telephone Number:............................................ Dated: ................................................................ , 2003 EX-99.(A)(1)(E) 7 dex99a1e.txt FORM OF LETTER TO BROKERS Exhibit (a)(1)(E) D.R. Horton, Inc. Offer to Purchase Zero Coupon Convertible Senior Notes due 2021 (CUSIP No. 23331A AH 2) Pursuant to the Company Notice, dated March 31, 2003 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Pursuant to the terms and conditions of the Indenture, dated as of June 9, 1997 (as supplemented, the "Indenture"), by and between D.R. Horton, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as Trustee (the "Paying Agent"), as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the "Supplemental Indenture"), relating to the Zero Coupon Convertible Senior Notes due 2021 of the Company (the "Securities"), at the option of each holder thereof (the "Holder"), each Security will be purchased by the Company for $559.73 per $1,000 principal amount at maturity, subject to the terms and conditions of the Indenture, the Securities and the enclosed Company Notice, dated March 31, 2003, including the accompanying Purchase Notice (the "Option"). Holders may surrender their Securities from March 31, 2003, through 5:00 p.m., New York City time on May 12, 2003. We are requesting that you contact your clients for whom you hold Securities regarding the Option. For your information and for forwarding to your clients for whom you hold Securities registered in your name or in the name of your nominee, or who hold Securities registered in their own names, we are enclosing the following documents: 1. Company Notice dated March 31, 2003; 2. A Purchase Notice relating to the Securities for your use and for the information of your clients; 3. A Notice of Guaranteed Delivery relating to the Securities which is to be used to accept the Option if certificates for Securities are not immediately available or time will not permit all required documents to reach the Paying Agent prior to the Purchase Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; 4. A Notice of Withdrawal relating to the Securities which is to be used by registered holders of Securities desiring to withdraw the surrender of such Securities in the Option if (i) Securities have been previously surrendered to the Paying Agent, or (ii) delivery of such Securities has been previously made by book-entry transfer to the Paying Agent's account at DTC pursuant to the book-entry transfer procedures described under the caption "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice. 5. A form of letter which may be sent to your clients for whose account you hold Securities registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Option; and 6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Your prompt action is requested. This offer will expire at 5:00 p.m., New York City time, on May 12, 2003 (the "Purchase Date"). Securities tendered pursuant to the Option may be withdrawn at any time before such time on the Purchase Date. To participate in the Option, a duly executed and properly completed Purchase Notice relating to the Securities (or facsimile thereof or Agent's Message in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Paying Agent and certificates representing the Securities, or a timely confirmation of a book-entry transfer of such Securities, should be delivered to the Paying Agent, all in accordance with the instructions set forth in the Purchase Notice and the Company Notice. If a registered holder of Securities desires to tender, but such Securities are not immediately available, or time will not permit such holder's Securities or other required documents to reach the Paying Agent before the Purchase Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a Holder may elect to have the Company purchase such Securities by following the guaranteed delivery procedures described in the Company Notice under "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase--Notice of Guaranteed Delivery." The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Company Notice and the related documents to the beneficial owners of Securities held by them as nominee or in a fiduciary capacity. The Company will not make any payments to brokers, dealers, or others soliciting acceptances of the Option. Holders of Securities will not be obligated to pay or cause to be paid any securities transfer taxes applicable to the purchase of Securities pursuant to the Option. Any inquiries you may have with respect to the Option, or requests for additional copies of the enclosed materials, should be directed to American Stock Transfer & Trust Company, the Paying Agent, at its address and telephone number set forth on the front of the Company Notice. Very truly yours, D.R. Horton, Inc. Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Paying Agent, or authorize you or any other person to use any document or make any statements on behalf of either of them with respect to the Option, except for statements expressly made in the Company Notice or the Purchase Notice. Enclosures EX-99.(A)(1)(F) 8 dex99a1f.txt FORM OF LETTER TO CLIENTS Exhibit (a)(1)(F) D.R. Horton, Inc. Offer to Purchase Zero Coupon Convertible Senior Notes due 2021 (CUSIP No. 23331A AH 2) Pursuant to the Company Notice, dated March 31, 2003 To Our Clients: Enclosed for your consideration is the Company Notice dated March 31, 2003 ( the "Company Notice"), and the related Purchase Notice (the "Purchase Notice"), relating to the option of each holder (the "Holder") of Zero Coupon Convertible Senior Notes due 2021 (the "Securities") of D.R. Horton, Inc., a Delaware corporation (the "Company"), to require the Company to purchase such Securities for $559.73 per $1,000 principal amount at maturity, subject to the terms and conditions of the Indenture, dated as of June 9, 1997 (as supplemented, the "Indenture"), by and between D.R. Horton, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as Trustee (the "Paying Agent"), as supplemented by the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the "Supplemental Indenture"), the enclosed Company Notice, dated March 31, 2003, and the accompanying Purchase Notice (the "Option"). This material is being forwarded to you as the beneficial owner of the Securities held by us for your account but not registered in your name. Surrender of such Securities may only be made by us or our nominee as the holder of record and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to surrender on your behalf the Securities held by us for your account, pursuant to the terms and conditions set forth in the enclosed Company Notice and Purchase Notice. Your instructions should be forwarded to us as promptly as possible in order to permit us to surrender the Securities on your behalf in accordance with the provisions of the Option. The Option will expire at 5:00 p.m., New York City time, on May 12, 2003 (the "Purchase Date"). Any Securities surrendered pursuant to the Option may be withdrawn at any time before such time on the Purchase Date. Your attention is directed to the following: 1. The Option is for any and all Securities. 2. Subject to the terms and conditions in the Company Notice and the Purchase Notice, any transfer taxes incident to the transfer of Securities from the holder of Securities to the Company will be paid by the Company. 3. The Option expires at 5:00 p.m., New York City time, on May 12, 2003. If you wish to have us surrender your Securities, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Purchase Notice is furnished to you for information only and may not be used directly by you to tender Securities. INSTRUCTIONS WITH RESPECT TO THE OPTION The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Option with respect to their Securities. This will instruct you to surrender the Securities held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Company Notice and the related Purchase Notice. The undersigned expressly agrees to be bound by the enclosed Purchase Notice and that such Purchase Notice may be enforced against the undersigned. Please tender the Securities held by you for my account as indicated below:
Aggregate Principal Amount of Securities Zero Coupon Convertible Senior Notes due 2021 $ - [_] Please do not tender any Securities held by you for my account. Dated: - , 2003
-------------------------------------- Signature(s) -------------------------------------- -------------------------------------- Please print name(s) here -------------------------------------- -------------------------------------- -------------------------------------- Address(es) -------------------------------------- Area Code and Telephone Number -------------------------------------- Tax Identification or Social Security No(s).

None of the Securities held by us for your account will be surrendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to surrender ALL the Securities held by us for your account. EX-99.(A)(1)(G) 9 dex99a1g.txt FORM OF SUBSTITUTE W-9 Exhibit (a)(1)(G) What Number to Give the Paying Agent The Holder is required to give the Paying Agent his or her TIN (e.g., Social Security number or Employer Identification Number). If the Securities are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. PAYER'S NAME: American Stock Transfer & Trust Company SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN ------------------ Form W-9 THE BOX AT RIGHT AND CERTIFY BY Social Security SIGNING AND DATING BELOW. OR Department of the ------------------ Treasury Employer Identification Number Internal Revenue Service ------------------------------------------------------------------------------------------ Part 2--Certification--Under penalties of perjury, I certify that: Payer's Request for Taxpayer (1) The number shown on this form is my correct Taxpayer Identification Number Identification Number (TIN) (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). ------------------------------------------------------------------------------------------ Certificate Instructions--You must cross out item (2) in Part 2 Part 3 above if you have been notified by the IRS that you are subject to Awaiting TIN [_] backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). Signature: __________________________________ Date: _________________ Name (Please Print): ______________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY GROSS PAYMENTS MADE TO YOU PURSUANT TO THE OPTION. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 30% of all reportable payments made to me thereafter will be withheld until I provide such a number. Signature: ________________________________________ Date: ______________ , 2003 Name (Please Print): __________________________________________________________ IMPORTANT: The Purchase Notice (together with the Securities or confirmation of book-entry transfer of the Securities and all other required documents) must be received by the Paying Agent at the address set forth on the first page of the Purchase Notice prior to 5:00 p.m., New York City time, on May 12, 2003. EX-99.(A)(1)(H) 10 dex99a1h.txt GUIDELINES FOR CERTIFICATIONS OF TAXPAYER IDENTIFICATION Exhibit (a)(l)(H) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Paying Agent.--Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the Paying Agent.
----------------------------------------------------------------------------- For this type of account: Give the TIN of -- ----------------------------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account (1) 3. Husband and wife (joint account) The actual owner of the account, or if joint funds, either person (1) 4. Custodian account of a minor (Uniform The minor (2) Gift to Minors Act) 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor (1) 6. Account in the name of guardian or The ward, minor, or committee for a designated ward, incompetent person (3) minor, or incompetent person 7. a. A revocable savings trust account The grantor trustee (1) (in which grantor is also trustee) b.Any "trust" account that is not a The actual owner (1) legal or valid trust under State law 8. Sole proprietorship account The owner (4) -----------------------------------------------------------------------------

--------------------------------------------------------------------------- For this type of account: Give the TIN of -- --------------------------------------------------------------------------- 9. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (5) 10. Corporate account (or entity electing The corporation corporate status) 11. Religious, charitable or educational The organization organization account 12. Partnership account held in the name of The partnership the business 13. Association, club, or other tax-exempt The organization organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments ---------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Employer Identification Number or your Social Security Number. (5) List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 Page 2 Obtaining a Number If you don't have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. To complete Substitute Form W-9 if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester. Payees Exempt from Backup Withholding Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder. Payees specifically exempted from backup withholding on ALL payments include the following: 1. An organization exempt from tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). 2. The United States or any agency or instrumentality thereof. 3. A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof. 4. A foreign government or a political subdivision thereof, or any agency or instrumentality thereof. 5. An international organization or any agency or instrumentality thereof. Other payees that may be exempted from backup withholding include the following: 1. A corporation. 2. A financial institution. 3. A registered dealer in securities or commodities registered in the United States or a possession of the United States. 4. A real estate investment trust. 5. A common trust fund operated by a bank under Section 584(a). 6. An entity registered at all times during the tax year under the Investment Company Act of 1940. 7. A foreign central bank of issue. 8. A futures commission merchant registered with the Commodities Futures Trading Commission. 9. A nominee or custodian. 10.A trust exempt from tax under Section 664 or described in Section 4947. 11.A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under Section 1441. . Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. . Payments of patronage dividends where the amount received is not paid in money. . Payments made by certain foreign organizations. . Section 404(k) distributions made by an ESOP. Payments of interest not generally subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the Paying Agent's trade or business, and (iii) you have not provided your correct taxpayer identification number to the Paying Agent. . Payments of tax-exempt interest (including exempt-interest dividends under Section 852). . Payments described in Section 6049(b)(5) to nonresident aliens. . Payments on tax-free covenant bonds under Section 1451. . Payments made by certain foreign organizations. Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYING AGENT. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYING AGENT. Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A. Privacy Act Notices--Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to the Paying Agent who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The Paying Agent must be given the numbers whether or not recipients are required to file tax returns. The Paying Agent must generally withhold 30% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to the Paying Agent. Certain penalties may also apply. Penalties (1)Penalty for Failure to Furnish Taxpayer Identification Number--If you fail to furnish your taxpayer identification number to the Paying Agent, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2)Civil Penalty for False Statements With Respect to Withholding--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3)Criminal Penalty for Falsifying Information--If you falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(A)(5) 11 dex99a5.htm PRESS RELEASE Press Release
Exhibit (a)(5)

D.R. HORTON, INC. OFFERS TO PURCHASE ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2021 FOR CASH IF NOTE HOLDERS EXERCISE THEIR PUT RIGHT

ARLINGTON, TEXAS – D.R. Horton, Inc. (NYSE:DHI) Monday (March 31, 2003), today announced that holders of Zero Coupon Convertible Senior Notes due 2021 issued by the Company have the right to surrender their notes for purchase by the Company beginning today and running through 5:00 p.m., New York City time, May 12, 2003. Under terms governing the notes, each holder has the right to require the Company to purchase on May 12, 2003 all or a part of such holder’s notes at a purchase price of $559.73 in cash per $1,000 principal amount at maturity. The notes surrendered for purchase by the Company must be in the principal amount of $1,000 or an integral multiple thereof. If all outstanding notes are surrendered for purchase, the aggregate cash purchase price will be approximately $213.3 million. At the end of its first fiscal quarter ended December 31, 2002, D.R. Horton had approximately $868 million in homebuilding cash, cash equivalents and available unsecured revolving credit facility. The notes are not currently convertible into shares of D.R. Horton, Inc. common stock.

To surrender notes, a purchase notice must be delivered to American Stock Transfer & Trust Company, the paying agent for the offer. Holders of notes complying with the transmittal procedures of the Depository Trust Company need not submit a physical purchase notice to the paying agent. Holders may withdraw any notes previously surrendered for purchase at any time prior to 5:00 p.m., New York City time, May 12, 2003.

The purchase price is based solely on the terms governing the notes and bears no relationship to the market price of the notes or our common stock. Thus, the purchase price may be significantly higher or lower than the current market price of the notes. You are urged to obtain the best available information as to potential current market prices of the notes and our common stock before making a decision whether to surrender your notes for purchase.

A Tender Offer Statement on Schedule TO relating to the Company’s purchase will be filed with the Securities and Exchange Commission (“SEC”) later today. The Schedule TO will include information on the terms, conditions and procedures for surrendering for purchase and withdrawing the notes. These documents will be mailed today to each of the registered beneficial holders of the notes, including to DTC, the sole registered record holder. Note holders can also obtain free copies of these documents through the Web site maintained by the SEC at www.sec.gov, or from D.R. Horton by contacting our Investor Relations department at (817) 856-8200. Note holders are encouraged to read these documents carefully before making any decision with respect to the surrender of notes, because these documents contain important information regarding the details of the Company’s obligation to purchase the notes.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities and no recommendation is made as to whether or not holders of notes should surrender their notes for purchase. The offer is made only by the Company Notice dated March 31, 2003 and related documents (as they may be amended from time to time), being filed with the SEC as exhibits to the Tender Offer Statement on Schedule TO.

Founded in 1978, D.R. Horton, Inc. is engaged in the construction and sale of high quality homes designed principally for the entry-level and first time move-up markets. D.R. Horton currently builds and sells homes under the D.R. Horton, Arappco, Cambridge, Continental, Dietz-Crane, Dobson, Emerald, Melody, Milburn, Schuler, SGS Communities, Stafford, Torrey, Trimark, and Western Pacific names in 20 states and 44 markets, with a geographic presence in the Midwest, Mid-Atlantic, Southeast, Southwest and Western regions of the United States. The Company also provides mortgage financing and title services for homebuyers through its mortgage and title subsidiaries.

Portions of this document may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Although D.R. Horton believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to D.R. Horton on the date this release was issued. D.R. Horton does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that may cause the actual results to be materially different from the future results expressed by the forward-looking statements include, but are not limited to: changes in general economic, real estate and business conditions; changes in interest rates and the availability of mortgage financing; governmental regulations and environmental matters; the Company’s substantial leverage; competitive conditions within the industry; the availability of capital to

the Company on favorable terms; the Company’s ability to integrate its acquisitions and successfully effect the cost savings, operating efficiencies and revenue enhancements that are believed available and otherwise to successfully effect its other growth strategies. Additional information about issues that could lead to material changes in performance is contained in D.R. Horton’s annual report on Form 10-K and the most recent Form 10-Q, both of which were filed with the Securities and Exchange Commission.

www.DRHORTON.com
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