SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 3 )(1)
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D.R. Horton, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
23331A 10 9
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(CUSIP Number)
Paul W. Buchschacher, Esq.
D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, TX 76006
(817) 856-8200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 23331A 10 9 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald R. Horton
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8,956,406
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,956,406
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PERSON SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,956,406
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 23331A 10 9 13D Page 3 of 5 Pages
This Amendment No. 3 amends and supplements the Statement on Schedule
13D filed with the Securities and Exchange Commission on February 16, 1999, as
amended and supplemented by Amendment No. 1 filed with the Securities and
Exchange Commission on January 4, 2001 and by Amendment No. 2 filed with the
Securities and Exchange Commission on October 23, 2001 (the "Statement").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Statement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to delete the third, fourth and fifth
paragraphs thereof and is further amended and supplemented to add the following:
On February 21, 2002, the Issuer completed its acquisition of Schuler
Homes, Inc., a Delaware corporation ("Schuler Homes"), pursuant to the Agreement
and Plan of Merger, dated as of October 22, 2001 (the "Merger Agreement").
Pursuant to the Voting Agreement, dated as of October 22, 2001 (the "Voting
Agreement"), with Schuler Homes, the Reporting Person, along with Terrill J.
Horton, as trustee for four trusts, voted their respective Shares in favor of
the Merger Agreement at the meeting of the Issuer's stockholders held on
February 21, 2002. The Voting Agreement terminated according to its terms
simultaneously with the completion of the acquisition of Schuler Homes.
The Reporting Person has no present plans or proposals which relate to
or would result in (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(ii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (iii) any change in the board of directors or management of
the Issuer or any of its subsidiaries, (iv) any material change in the present
capitalization or dividend policy of the Issuer, (v) any other material change
in the Issuer's business or corporate structure, (vi) changes in the Issuer's
charter or bylaws or other actions which may impede the acquisition of control
of the Issuer by any person, (vii) causing a class of securities of the Issuer
to be delisted from a national securities exchange or cease to be quoted in an
inter-dealer quotation system of a registered national securities association,
(viii) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(b)(4) of the Securities
Exchange Act of 1934 or (ix) any action similar to any of those described above.
However, the Reporting Person, in his capacity as Chairman of the Issuer's Board
of Directors, may from time to time be involved in discussions which relate to
the transactions described in this Item 4. He disclaims any duty to disclose
such discussions, plans or proposals of the Issuer or others, except as required
by applicable laws and regulations; and he retains his right to modify his plans
with respect to the transactions described in this Item 4, to acquire or dispose
of securities of the Issuer and to formulate plans and proposals which could
result in the occurrence of any such events, subject to applicable laws and
regulations.
CUSIP No. 23331A 10 9 13D Page 4 of 5 Pages
Item 5. Interest In Securities Of The Issuer.
Item 5 is hereby amended and restated in its entirety to read as
follows:
At February 21, 2002:
(a) Amount Beneficially Owned: 8,956,406
Percent of Class: 9.2%, based upon 97,266,274 Shares
outstanding on February 21, 2002 (reflects issuance of
20,082,723 Shares in connection with the acquisition of
Schuler Homes on February 21, 2002).
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 8,956,406
(ii) Shared power to vote or to direct the vote: -0-.
(iii) Sole power to dispose or to direct the disposition of: 8,956,406
(iv) Shared power to dispose or to direct the disposition of: -0-
(c) The Reporting Person has not engaged in any transactions in
the Issuer's Shares during the sixty-day period immediately
preceding the date of this Amendment No. 3 to Schedule 13D,
except as described elsewhere herein.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
To Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety to read as
follows:
The Reporting Person has no contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety to read as
follows:
None.
CUSIP No. 23331A 10 9 13D Page 5 of 5 Pages
SIGNATURE
After reasonable 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.
February 22, 2002
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Date
/s/ Donald R. Horton
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Signature
Donald R. Horton
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Name