<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A (AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934*
Centex Construction Products, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
15231R 10 9
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(CUSIP Number)
Raymond G. Smerge
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6530
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 9, 1997
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page should 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).
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CUSIP No. 15231R 10 9
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(1) Name of Reporting Person,
S.S. or I.R.S. Identification No. of Above Person
Centex Corporation, #75-0778259
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(2) Check the Appropriate Box if a Member of a Group
(a) . . . . . . . . . . . . . . . . . . . . . . [ ]
(b) . . . . . . . . . . . . . . . . . . . . . . [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
The State of Nevada
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Number of (7) Sole Voting Power
Shares Bene- 11,962,304
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ficially (8) Shared Voting Power
Owned by None
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Each Report- (9) Sole Dispositive Power
ing Person 11,962,304
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With (10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,962,304
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
54.4 %
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(14) Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $.01 per share ("Common Stock"). The
name of the issuer is Centex Construction Products, Inc. (the "Company"), and
the address of its principal executive offices is 3710 Rawlins, Suite 1600,
Dallas, Texas 75219.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Centex Corporation, a Nevada
corporation ("Centex"), with respect to shares of Common Stock beneficially
owned by Centex. Centex has its principal business address and principal
office at 2728 N. Harwood, Dallas, Texas 75201. The principal business of
Centex is the construction and sale of homes.
Information with respect to the directors and executive officers of
Centex is set forth on Schedule I hereto, which is incorporated herein by
reference.
Centex has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Centex purchased all 659,300 of the shares of Common Stock shown on
Schedule II hereto with an aggregate of $13,122,537 in funds provided by
Centex's working capital.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition was to increase its investment in
the Company. Centex intends to continue to review its investment in the Company
on an ongoing basis. Based upon the results of such review, market and general
economic conditions, and other factors Centex deems relevant, Centex may seek
to modify its investment in the Company through any available means including,
without limitation, increases or decreases in its investment though open market
purchases or sales or privately negotiated transactions or actions of the type
listed in clauses (a) through (j) of Item 4 of the Schedule 13D. Other than as
stated in the preceding sentence, Centex has not formulated any plans or
proposals of any type listed in clauses (a) through (j) of Item 4 of Schedule
13D, although it reserves the right to formulate such plans or proposals in the
future.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Centex beneficially owns an aggregate of 11,962,304 shares of
Common Stock, which constitutes approximately 54.4% of the 21,983,814 shares of
Common Stock outstanding as of March 17, 1997 (as reported in the Company's
Quarterly Report on Form 10-Q for the nine months ended December 31, 1996).
To the knowledge of Centex, the following persons of those named on
Schedule I hereto have beneficial ownership of Common Stock:
<TABLE>
<CAPTION>
Name Shares Percentage
---- ------ ----------
<S> <C> <C>
Michael S. Albright 1,000 *
Laurence E. Hirsch 10,000 *
David W. Quinn 2,000 *
</TABLE>
* Less than 1%
(b) Centex has sole voting and dispositive power with respect to
all of the shares of Common Stock beneficially owned by it. To the knowledge of
Centex, the persons set forth above have sole voting and dispositive power with
respect to the Common Stock owned by such persons.
(c) Schedule II hereto, which is incorporated herein by
reference, sets forth all transactions in the Common Stock effected by Centex
during the past sixty days. To the knowledge of Centex, no transactions in the
Common Stock have been effected by the persons named on Schedule I hereto
during the past sixty days.
(d) No person other than Centex has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Centex. To the knowledge
of Centex, no person other than those persons set forth above has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by such person.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
Date: June 10, 1997
CENTEX CORPORATION
By: /s/ LAURENCE E. HIRSCH
-------------------------------
Laurence E. Hirsch
Chairman and
Chief Executive Officer
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SCHEDULE I
<TABLE>
<CAPTION>
Name and Principal Business
---------------------------
Name Business Address Principal Occupation of Employer
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
Michael S. Albright 2728 N. Harwood Vice President - Finance Centex Corporation
Dallas, TX 75201 and Administration
Alan B. Coleman 36939 Green Cove Dr. Retired N/A
Sea Ranch, CA 95497
Dan W. Cook, III 100 Crescent Court, Private investments Self-employed
Suite 1000 Private investments
Dallas, TX 75201
Juan L. Elek 115 Lomas de Investment banker Elek, Moreno Valle y
Chapultepec Asociados
11000 Mexico, D. F. Investment banking
Timothy R. Eller 2728 N. Harwood President and Chief Centex Homes
Dallas, TX 75201 Executive Officer of Homebuilding
Centex Homes
William J Gillilan III 2728 N. Harwood President and Chief Centex Corporation
Dallas, TX 75201 Operating Officer
Laurence E. Hirsch 2728 N. Harwood Chairman and Chief Centex Corporation
Dallas, TX 75201 Executive Officer
Clint W. Murchison, III 6116 N. Central Real estate developer Self-employed
Expressway, #1300 Real estate development and
Dallas, TX 75206 investments
Charles H. Pistor 4200 Belclaire Retired N/A
Dallas, TX 75205
David W. Quinn 2728 N. Harwood Vice Chairman and Chief Centex Corporation
Dallas, TX 75201 Financial Officer
Paul R. Seegers 8222 Douglas Avenue, Investments Seegers Enterprises
Suite 790 Investments
Dallas, TX 75225
Raymond G. Smerge 2728 N. Harwood Vice President, Chief Centex Corporation
Dallas, TX 75201 Legal Officer and
Secretary
Paul T. Stoffel 5949 Sherry Lane, Investments Paul Stoffel Investments
Suite 1465 Investments
Dallas, TX 75225
</TABLE>
Other than Juan L. Elek, who is a Mexican citizen, all of the foregoing
persons are citizens of the United States of America.
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To the knowledge of Centex, none of the persons named on this Schedule I
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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SCHEDULE II
The following table sets forth the dates on which Centex purchased shares
of Common Stock, the number of shares purchased on each such date and the price
per share paid. All transactions were effected on the New York Stock Exchange.
Except as indicated below, Centex has not purchased any shares of Common Stock
during the last 60 days. Centex has not disposed of any shares of Common Stock
during the last 60 days.
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Price Per Share
---------------- ---------------- ---------------
<S> <C> <C>
April 25, 1997 20,900 $18.25
April 29, 1997 8,000 $18.50
May 7, 1997 4,900 $18.125
May 12, 1997 32,700 $18.75
May 12, 1997 4,200 $18.875
May 13, 1997 59,000 $19.375
May 20, 1997 20,000 $18.875
May 20, 1997 12,500 $19.00
May 21, 1997 10,000 $19.00
June 9, 1997 487,100 $20.25
</TABLE>
