ARLINGTON, Texas, Feb. 21 /PRNewswire-FirstCall/ -- D.R. Horton, Inc.
(NYSE: DHI) and Schuler Homes, Inc. (Nasdaq: SHLR) Thursday, February 21, 2002
announced that the stockholders of D.R. Horton and Schuler approved the merger
of Schuler into D.R. Horton and the merger became effective. Under the terms
of the merger agreement, based on the average closing price of D.R. Horton
common stock of $36.766 for the 15 consecutive trading days ended, and
including, February 15, 2002, Schuler stockholders who did not elect to
receive the merger consideration in all cash or all stock will receive the
base merger consideration consisting 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. Schuler stockholders who elected to receive the merger consideration
in all stock will receive 0.598 shares of D.R. Horton common stock in exchange
for each share of Schuler common stock. Since both the total amount of cash
and the total number of shares of D.R. Horton common stock were fixed, the
merger consideration payable to Schuler stockholders who elected to receive
all cash was prorated. As a result of proration, such Schuler stockholders
who elected to receive the merger consideration in all cash will receive
$10.523 in cash and 0.312 shares of D.R. Horton common stock for each share of
Schuler common stock. The aggregate merger consideration paid by D.R. Horton
consisted of approximately 20,083,000 shares of D.R. Horton common stock and
$168,668,000 in cash. In addition, D.R. Horton assumed approximately
$731,000,000 in Schuler debt in the merger. The cash portion of the merger
consideration was funded through existing cash and borrowing under D.R.
Horton's revolving credit facility.
As a result of the merger, former Schuler employees will receive options
to purchase approximately 533,000 shares of D.R. Horton common stock to
replace their Schuler stock options. The terms of the replacement options
will be substantially comparable to the replaced Schuler options.
Exchange instructions and letters of transmittal will be mailed shortly to
all Schuler stockholders who did not make an election to receive all D.R.
Horton common stock or all cash.
Donald R. Horton, Chairman of the Board of D.R. Horton, said: "We are
proud to welcome Jim Schuler and all the members of the Schuler family of
builders to the D.R. Horton family. Since we announced the merger in October,
D.R. Horton and Schuler have been laying a foundation for the integration of
the companies. Both companies have a history of successfully integrating
acquisitions, and we expect the combination to proceed smoothly as we work
toward our goal of becoming the largest and most profitable builder in the
United States. Schuler strengthens D.R. Horton's current market position
while expanding its geographic presence and product offerings in key Western
markets. We believe the combined companies will be the 'bellwether' of the
homebuilding industry."
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, 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. Prior to the merger,
Schuler was one of the top fifteen homebuilders in the country and was among
the top five homebuilders in California, Colorado, Hawaii, Washington and
Oregon with a growing presence in Arizona. 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.
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SOURCE D.R. Horton, Inc. and Schuler Homes, Inc.
Web site: http: //www.DRHORTON.com
Company News On-Call: http: //www.prnewswire.com/comp/118697.html
CONTACT: Sam Fuller, CFO, or Stacey Dwyer, EVP, both of D.R. Horton, Inc., +1-817-856-8200
