Posted on: Friday, February 22, 2002

Schuler, Horton merger approved

Advertiser News Services

Stockholders yesterday approved the merger of Schuler Homes Inc. into Texas-based D.R. Horton Inc., creating the second-largest homebuilder in the nation.

Under terms of the cash, stock and debt deal valued at $1.2 billion, Schuler stockholders who elect 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 about 20.1 million shares of D.R. Horton common stock and $168.7 million in cash. D.R. Horton also assumed about $712 million in Schuler debt.

Former Schuler employees will receive options to purchase about 533,000 shares of D.R. Horton common stock to replace their Schuler stock options.

Exchange instructions and letters of transmittal will be mailed soon to all Schuler stockholders who did not make an election to receive all D.R. Horton common stock or all cash.

"Since we announced the merger in October, D.R. Horton and Schuler have been laying a foundation for the integration of the companies," Donald R. Horton, chairman of the board of D.R. Horton, said yesterday in a statement. "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."

Prior to the merger, Schuler was one of the top 15 homebuilders in the country. D.R. Horton intends to operate Schuler Homes as a separate region of D.R. Horton. Jim Schuler will become a director and senior vice president of D.R. Horton, and president of its Schuler Homes Region consisting of California, Hawai'i, Washington, Oregon and Arizona.