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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 1996
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 1-6776 75-0778259
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3333 Lee Parkway, Suite 1200
Dallas, Texas 75219
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(214) 559-6500
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Item 5. OTHER EVENTS.
On October 2, 1996, the Board of Directors of Centex Corporation, a
Nevada corporation (the "Company"), adopted a new stockholder rights plan to
replace its Rights Agreement dated as September 17, 1986 (as heretofore amended
and supplemented, the "Original Rights Agreement"). The Original Rights
Agreement expired on October 1, 1996.
In connection with the new rights plan, the Board of Directors
declared a dividend distribution of one Right for each outstanding share of the
Company's Common Stock, par value $.25 per share (the "Common Stock"), to
stockholders of record at the close of business on October 15, 1996. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of Junior Participating
Preferred Stock, Series D, par value $.25 per share (the "Preferred Stock"), at
a Purchase Price of $135.00 per Unit, subject to adjustment. The Purchase
Price may be paid, at the option of the holder, in cash or shares of Common
Stock having a value at the time of exercise equal to the Purchase Price. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15 percent or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days
following the commencement of, or first public announcement of an intention to
commence, a tender offer or exchange offer that would result in a person or
group beneficially owning 15 percent or more of such outstanding shares of
Common Stock. In certain circumstances, the Distribution Date may be deferred
by appropriate action by the Board of Directors. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after October 15, 1996 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. FMR Corp. will not be deemed an Acquiring Person unless and until
it, together with any affiliated or associated persons as a group, becomes the
beneficial owner of 20 percent or more of the outstanding shares of Common
Stock.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 12, 2006, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined
by the Board of Directors, and except in connection with the exercise of
employee stock options and in connection with the conversion of convertible
securities, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
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In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void. However, Rights are not exercisable following the occurrence of
the event set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at the Purchase Price of $135.00 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following the
event set forth in the preceding paragraph would entitle its holder to purchase
$270.00 worth of Common Stock (or other consideration as noted above) for
$135.00. Assuming that the Common Stock had a per share value of $32.625 (the
closing price of the Common Stock on October 2, 1996, as reported on the New
York Stock Exchange) at such time, the holder of each valid Right would be
entitled to purchase 8 shares of Common Stock, plus the fractional share of
Common Stock or at the Company's option an amount in cash equal to such
fractional share of Common Stock, for $135.00.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, or (ii) 50
percent or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."
At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person, together with its affiliates and associates, of
beneficial ownership of 50 percent or more of the outstanding shares of Common
Stock, the Company may exchange the Rights (other than Rights owned by such
person which have become void), in whole or in part, at an exchange ratio of
one share of Common Stock, or a Unit of Preferred Stock (or a share of a class
or series of the Company's Preferred Stock having equivalent rights,
preferences and privileges) per Right (subject to adjustment).
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
The number of outstanding Rights and the number of Units of Preferred
Stock issuable upon exercise of a Right are also subject to adjustment in the
event of a stock split of the shares
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of Common Stock or a stock dividend on the shares of Common Stock payable in
shares of Common Stock or subdivisions, consolidations or combinations of the
shares of Common Stock occurring, in any such case, prior to the Distribution
Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be subject to redemption by the Company. Each share of Preferred Stock
will be entitled to a minimum preferential quarterly dividend payment of $1.00,
but will be entitled to an aggregate dividend of 100 multiplied times the
payment made per share of Common Stock. In the event of liquidation, the
holder of shares of Preferred Stock will be entitled to a minimum preferential
liquidation payment of $100.00 plus accrued and unpaid dividends, but will be
entitled to an aggregate payment of 100 multiplied times the payment made per
share of Common Stock. Each share of Preferred Stock will have 100 votes,
voting together with the shares of Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100
multiplied times the amount received per share of the Common Stock. These
rights are protected by customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights
with respect to the shares of Preferred Stock, the value of a Unit of Preferred
Stock purchasable upon exercise of each right should approximate the value of
one share of Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
At any time until fifteen days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash or stock). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights with, where required, the
concurrence of the Continuing Directors, the Rights will terminate and the only
right of the holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights, as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
should not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
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The terms of the Rights may be amended by the Board of Directors of
the Company in any manner prior to the Distribution Date, except for a
supplement or amendment that reduces the redemption price or provides for an
earlier expiration date for the Rights. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable. Under certain
circumstances set forth in the Rights Agreement, the Rights Agreement may be
supplemented or amended only if (A) there are Continuing Directors then in
office and (B) the Board or Directors of the Company with the concurrence of a
majority of the Continuing Directors, determines that such supplement or
amendment is in the best interests of the Company and its stockholders.
The shares of Preferred Stock shall rank, with respect to the payment
of dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Company, junior to all other series of Preferred Stock of the
Company, unless the Board of Directors of the Company shall specifically
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such
other series in the qualifications, limitations and restrictions thereof.
As of October 2, 1996, there were 28,593,336 shares of Common Stock
outstanding and no shares in the treasury. As of October 2, 1996, there were
5,301,632 shares of Common Stock reserved for issuance in connection with the
Company's employee benefit plans. One Right will be distributed to holders of
the Common Stock for each share of Common Stock owned of record by them on
October 15, 1996. One Right will be issued with respect to each share of
Common Stock that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date. In certain circumstances, the Company may issue Rights with respect to
the shares of Common Stock issued following the Distribution Date and prior to
the earlier of the Redemption Date and the Final Expiration Date. The
Company's Board of Directors has initially reserved for issuance upon exercise
of the Rights 1,000,000 shares of Preferred Stock, which number is subject to
adjustment from time-to-time in accordance with the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person that attempts to acquire the Company in a
manner or on terms not approved by the Board of Directors. The Rights,
however, should not deter any prospective offeror willing to negotiate in good
faith with the Board of Directors, nor should the Rights interfere with any
merger or business combination approved by the Board prior to an Acquiring
Person's acquiring 15 percent or more of the shares of Common Stock.
A copy of the Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights is attached as an Exhibit and
incorporated herein by reference. A copy of the Rights Agreement is available
free of charge from the Company. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Item Description
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4 Rights Agreement, dated as
of October 2, 1996, between
Centex Corporation and
ChaseMellon Shareholder
Services, L.L.C. (filed as
Exhibit 4 to the Company's
Form 8-A filed on October
8, 1996 and incorporated
herein by reference).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTEX CORPORATION
Date: October 3, 1996 By: /s/ RAYMOND G. SMERGE
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Raymond G. Smerge, Vice President,
Chief Legal Officer and Secretary
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4 Rights Agreement, dated as of October 2, 1996, between
Centex Corporation and ChaseMellon Shareholder
Services, L.L.C. (filed as Exhibit 4 to the Company's
Form 8-A filed on October 8, 1996 and incorporated
herein by reference).
