ARLINGTON, Texas, Feb. 15 /PRNewswire-FirstCall/ -- D.R. Horton, Inc.
(NYSE: DHI) and Schuler Homes, Inc. (Nasdaq: SHLR) Friday, February 15, 2002
announced that the stock portion of the base merger consideration for their
proposed merger has been determined under the terms of their merger agreement,
dated as of October 22, 2001, as amended. Based on the average closing price
of D.R. Horton common stock of $36.766 for the 15 consecutive trading days
ended on, and including, February 15, 2002, the base merger consideration will
consist of a combination of $4.09 in cash and 0.487 shares of D.R. Horton
common stock for each share of Schuler common stock. The base merger
consideration is payable to Schuler stockholders who do not elect to receive
the merger consideration in either all cash or all stock. The elections to
receive either all cash or all stock are subject to proration. As a result of
the determination of the stock portion of the base merger consideration, the
maximum amount of cash per share of Schuler common stock to be received by
stockholders electing all cash will be $21.995, and the maximum number of
shares of D.R. Horton common stock per share of Schuler common stock to be
received by stockholders electing all stock will be 0.598 shares. Since both
the total amount of cash and the total number of shares of D.R. Horton common
stock will be fixed based on the number of shares of Schuler common stock
outstanding immediately prior to the merger, these amounts are subject to
proration based on the relative numbers of shares held by Schuler stockholders
making elections, the number of shares of Schuler common stock outstanding
immediately prior to the effective time of the merger, the effect of the
average closing price of D.R. Horton common stock on the proration formula and
other factors described in the Joint Proxy Statement/Prospectus, dated
January 17, 2002, of D.R. Horton and Schuler with respect to the merger.
Stockholder meetings of D.R. Horton and Schuler to vote on the merger will
be held on Thursday, February 21, 2002. If approved, the merger is expected
to become effective on the same day.
Founded in 1978, D.R. Horton 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, Mareli,
Milburn, Regency, SGS Communities, Torrey and Trimark names in 20 states and
38 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
subsidiaries CH Mortgage, DRH Title Company, Principal Title, Travis Title
Company, Metro Title Company, Century Title Company and Custom Title Company.
Schuler designs, builds and markets single-family residences, townhomes,
and condominiums primarily to entry-level, first-time and, to a lesser extent,
second-time move-up buyers in western suburban markets. Schuler is one of the
top fifteen homebuilders in the country and is among the top five homebuilders
in California, Colorado, Hawaii, Washington and Oregon with a growing presence
in Arizona. After the merger, D.R. Horton currently intends to operate the
business of Schuler as a separate region of D.R. Horton and to build and sell
homes under the Schuler Homes, Melody Homes, Western Pacific Housing and
Stafford Homes names.
Portions of this document may constitute "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995. Although
D.R. Horton and Schuler believe 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 and Schuler on the date this release was issued.
Neither D.R. Horton nor Schuler undertakes 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 combined companies' substantial leverage;
competitive conditions within the industry; the availability of capital and
the combined companies' ability to integrate their operations, successfully
effect the cost savings, operating efficiencies and revenue enhancements that
are believed available and otherwise to successfully effect their other growth
strategies. Additional information about issues that could lead to material
changes in performance is contained in D.R. Horton's and Schuler's annual
reports on Form 10-K and most recent quarterly reports on Form 10-Q, which are
filed with the SEC.
D.R. Horton and Schuler have filed the Joint Proxy Statement/Prospectus
and other documents concerning the proposed transaction with the Securities
and Exchange Commission. Investors are urged to read the Joint Proxy
Statement/Prospectus and all other relevant documents filed with the SEC
because they contain important information. You may obtain the Joint Proxy
Statement/Prospectus and other relevant documents, including annual reports on
Form 10-K and quarterly reports on Form 10-Q, free of charge at the website
maintained by the SEC at www.sec.gov . In addition, you may obtain documents
filed with the SEC by D.R. Horton free of charge by requesting them in writing
from Investor Relations, D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100,
Arlington, Texas 76006, or by telephone at (817) 856-8200, ext. 1562. You may
obtain documents filed with the SEC by Schuler free of charge by requesting
them in writing from Investor Relations, Schuler Homes, Inc., 400 Continental
Blvd., Suite 100, El Segundo, California 90245, or by telephone at
(310) 648-7200.
D.R. Horton and Schuler, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
the stockholders of D.R. Horton and Schuler in connection with the merger.
Information about the interests of directors and executive officers of D.R.
Horton and Schuler is set forth in the Joint Proxy Statement/Prospectus.
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SOURCE D.R. Horton, Inc. and Schuler Homes, Inc.
Web site: http: //www.schulerhomes.com http://www.drhorton.com
Company News On-Call: http: //www.prnewswire.com/comp/118697.html
CONTACT: Sam Fuller, CFO, or Stacey H. Dwyer, EVP, both of D.R. Horton, Inc., +1-817-856-8200
