<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Centex Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
CENTEX CORPORATION
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 4, 1998
To the Stockholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Centex
Corporation, a Nevada corporation ("Centex"), will be held at Centex's
corporate offices at 2728 North Harwood in the City of Dallas, Texas, on
Wednesday, February 4, 1998, at 10:00 A.M. (C.S.T.) for the following purposes:
1. To approve an amendment to Centex's Restated Articles of Incorporation
to increase the number of authorized shares of Common Stock from 50
million shares to 100 million shares.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on December 11,
1997 as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. Only
stockholders of record at the close of business on the record date are entitled
to notice of and to vote at the meeting. The transfer books will not be closed.
You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to promptly sign, date and mail
the accompanying form of Centex proxy, so that your Centex shares may be
represented and voted at the meeting. Your Centex proxy will be returned to you
if you should attend the meeting and request such return.
By Order of the Board of Directors
RAYMOND G. SMERGE
Executive Vice President, Chief Legal
Officer and Secretary
Dallas, Texas
December 30, 1997
<PAGE> 3
CENTEX CORPORATION
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 4, 1998
INTRODUCTION
The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of Centex Corporation, a
Nevada corporation ("Centex"), for use at the Special Meeting of Stockholders
of Centex to be held on February 4, 1998, and at any adjournment thereof. The
mailing address of the executive offices of Centex is 2728 North Harwood,
Dallas, Texas 75201. The approximate date on which this proxy statement and
accompanying proxy were first sent to stockholders was on or about December 30,
1997.
PURPOSES OF THE MEETING
At the meeting, action will be taken upon the following matters:
(1) Approval of an amendment to Centex's Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 50 million shares to 100 million shares.
(2) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors of Centex does not know of any matters that may be
acted upon at the meeting other than the matter set forth in item (1) above.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF CENTEX RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT TO CENTEX'S RESTATED ARTICLES OF INCORPORATION.
RECORD DATE AND VOTING
The record date for the determination of stockholders entitled to notice
of and to vote at the meeting is the close of business on December 11, 1997. At
the close of business as of the record date, the issued and outstanding capital
stock of Centex entitled to vote at the meeting consisted of 29,690,412 shares
of Centex Common Stock.
The holders of Centex Common Stock will be entitled to one vote per share
upon the approval of the amendment to Centex's Restated Articles of
Incorporation, and each other matter that may be properly brought before the
meeting or any adjournment thereof. Neither the Restated Articles of
Incorporation nor the By-laws of Centex provide for cumulative voting rights.
The presence at the meeting, in person or by proxy, of a majority of the
outstanding shares of Centex Common Stock is necessary to constitute a quorum;
abstentions and, by definition, broker non-votes will be counted as present for
purposes of establishing a quorum.
Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for approval of the
amendment to Centex's Restated Articles of Incorporation. The Board of
Directors does not intend to present, and
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<PAGE> 4
has no information that others will present, any business at the special
meeting other than as set forth in the attached Notice of Special Meeting of
Stockholders of Centex. However, if other matters requiring the vote of
stockholders come before the meeting, it is the intention of the persons named
in the accompanying form of Centex proxy to vote the proxies held by them in
accordance with their best judgment in such matters. Any stockholder of Centex
has the unconditional right to revoke his Centex proxy at any time prior to the
voting thereof by submitting a later-dated proxy, by attending the meeting and
voting in person or by written notice to Centex addressed to Raymond G. Smerge,
Secretary, Centex Corporation, 2728 North Harwood, Dallas, Texas 75201;
however, no such revocation shall be effective until received by Centex at or
prior to the meeting.
The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone, and/or
facsimile or other electronic transmission by officers and other employees of
Centex, who will receive no additional compensation therefor. To aid in the
solicitation of proxies, Centex has retained the firm of Georgeson & Company
Inc., which will receive a fee of approximately $8,500 plus out-of-pocket
expenses. Centex will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in forwarding
proxy material to beneficial owners.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
MANAGEMENT
The following table sets forth information as of close of business on
December 11, 1997, with respect to the beneficial ownership of shares of Centex
Common Stock by each director, Centex's chief executive officer and each of the
four other most highly compensated executive officers of Centex, individually
itemized, and by all directors and executive officers of Centex as a group (12
persons). Except as otherwise indicated, all shares are owned directly and the
owner has the sole voting and investment power with respect thereto.
<TABLE>
<CAPTION>
CENTEX COMMON STOCK (1)
-----------------------
NUMBER OF PERCENT
NAME SHARES OF CLASS
---- --------- --------
<S> <C> <C>
Alan B. Coleman................................................................ 39,370 *
Dan W. Cook III................................................................ 12,370 *
Juan L. Elek................................................................... 10,704 *
Timothy R. Eller............................................................... 70,200 *
William J Gillilan III......................................................... 52 *
Laurence E. Hirsch............................................................. 519,790 1.75%
Clint W. Murchison, III........................................................ 67,275 *
Charles H. Pistor.............................................................. 23,467 *
David W. Quinn................................................................. 178,370 *
Paul R. Seegers................................................................ 284,721 1.00%
Raymond G. Smerge.............................................................. 16,284 *
Paul T. Stoffel................................................................ 100,772 *
All directors and executive officers
of Centex as a group (12 persons)............................................ 1,323,375 4.46%
</TABLE>
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* less than 1%
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<PAGE> 5
(1) Shares covered by stock options that are outstanding under
the Centex Corporation Stock Option Plan and the 1987 Plan
and exercisable on December 11, 1997, or within 60 days
thereafter are included as "beneficially owned" pursuant to
the rules and regulations of the Securities and Exchange
Commission. Amounts include the following shares that may be
acquired upon exercise of such stock options: Mr. Coleman --
32,370 shares; Mr. Cook -- 12,370 shares; Mr. Elek -- 10,704
shares; Mr. Eller -- 67,460 shares; Mr. Hirsch -- 141,330
shares; Mr. Murchison -- 32,370 shares; Mr. Pistor --12,370
shares; Mr. Quinn -- 176,590 shares; Mr. Seegers -- 2,370
shares; Mr. Smerge -- 15,110 shares; Mr. Stoffel -- 22,370
shares; and all directors and executive officers of Centex as
a group (12 persons) -- 525,414 shares. Total shown for Mr.
Hirsch includes 200,000 shares covered by a conversion right
pursuant to the terms of a Centex subordinated debenture (see
"Certain Transactions"). In addition, this table includes
approximately 2,740, 2,210, 1,580 and 874 shares of Centex
Common Stock which may be beneficially owned as of December
11, 1997, by Messrs. Eller, Hirsch, Quinn and Smerge,
respectively, and approximately 7,404 shares of Centex Common
Stock which may be beneficially owned as of December 11,
1997, by all directors and executive officers of Centex as a
group (12 persons), pursuant to the Centex Common Stock Fund
under the Profit Sharing and Retirement Plan of Centex
Corporation, a defined contribution plan.
CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of the record date with
respect to the holders of shares of Centex Common Stock who are known to Centex
to be beneficial owners of more than five percent of such shares outstanding.
<TABLE>
<CAPTION>
CENTEX
COMMON STOCK
--------------------------------------
NAME AND ADDRESS
OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ------------------- ---------------- ----------------
<S> <C> <C>
Barclays Global Investors, NA
and Barclays Global Fund Advisor(1).................... 1,693,370 5.7%
45 Fremont Street
San Francisco, California 94105
Sanford C. Bernstein & Co., Inc.(2)......................... 2,641,957 8.9%
767 Fifth Avenue
New York, New York 10153
FMR Corp.(3)................................................ 3,802,072 12.8%
82 Devonshire Street
Boston, Massachusetts 02109
The Prudential Insurance Company
of America(4).......................................... 1,641,220 5.5%
Prudential Plaza
Newark, New Jersey 07102-3777
</TABLE>
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<PAGE> 6
(1) Based solely upon information contained in the Schedule 13G
of Barclays Global Investors, NA ("BGI"), reporting the
ownership of 1,584,882 shares of Centex Common Stock, and
Barclays Global Fund Advisors ("BGFA"), reporting the
ownership of 108,488 shares of Centex Common Stock, filed
with the Securities and Exchange Commission (the "SEC") on
February 14, 1997 with respect to Centex Common Stock owned
as of December 31, 1996 (the "Barclays 13G"). According to
the Barclays 13G, such number includes 1,473,715 shares over
which BGI had sole voting power, 1,584,882 shares over which
BGI had sole dispositive power and 108,488 shares over which
BGFA had sole voting and dispositive power.
(2) Based solely upon information contained in the Schedule 13G
of Sanford C. Bernstein & Co., Inc. ("Bernstein") filed with
the SEC on January 30, 1997 with respect to Centex Common
Stock owned as of December 31, 1996 (the "Bernstein 13G").
According to the Bernstein 13G, such number includes
1,417,121 shares over which Bernstein had the sole power to
direct the vote, 292,208 shares over which Bernstein had
shared voting power and 2,641,957 shares over which Bernstein
had sole dispositive power.
(3) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 10) of FMR Corp. filed with the SEC on
February 10, 1997 with respect to Centex Common Stock owned
as of December 31, 1996 (the "FMR 13G"). According to the FMR
13G, such number includes 16,784 shares over which FMR Corp.
had the sole power to vote or direct the vote and 3,802,072
shares over which FMR Corp. had sole dispositive power. The
ownership interest of one investment company, Fidelity
Magellan Fund, amounted to 1,487,700 shares of Centex Common
Stock (5.0% of the Centex Common Stock outstanding).
(4) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 2) of The Prudential Insurance Company of
America ("Prudential") filed with the SEC on February 6, 1997
with respect to Centex Common Stock owned as of December 31,
1996 (the "Prudential 13G"). According to the Prudential 13G,
such number includes 231,400 shares over which Prudential had
sole voting or dispositive power, 1,391,320 shares over which
Prudential had shared voting power and 1,409,820 shares over
which Prudential had shared dispositive power.
ITEM 1. AMENDMENT TO RESTATED ARTICLES OF INCORPORATION
GENERAL
Centex's Restated Articles of Incorporation currently authorize the
issuance of up to 50 million shares of Common Stock and up to five million
shares of Preferred Stock. Of such authorized shares, at the record date
29,690,412 shares of Common Stock were issued and outstanding and 2,768,654
shares of Common Stock were reserved for issuance under Centex's stock option
plans.
Of the 50 million authorized shares of Common Stock, an aggregate of only
17,540,934 shares of Common Stock are currently available for other purposes.
The Board of Directors believes that the remaining available shares of Common
Stock will be inadequate for Centex's future needs and that it is in the best
interests of Centex and its stockholders to have a greater number of authorized
and unissued shares available to provide flexibility to Centex in structuring
its capitalization, in financing future acquisitions and internal growth, and
in accommodating the other needs of Centex for available Common Stock.
The Board of Directors has approved and recommends to the stockholders
approval of a proposed amendment to Centex's Restated Articles of Incorporation
to increase the number of authorized shares of Common Stock from 50 million to
100 million. If the stockholders approve this proposal, the first paragraph of
Article Fourth of Centex's Restated Articles of Incorporation will be amended
to read in its entirety as follows:
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<PAGE> 7
"Fourth: The total number of shares of all classes of stock which
the Corporation is authorized to issue is One Hundred Five Million
(105,000,000). All such shares are to have a par value and are
classified as (i) Five Million (5,000,000) shares of Preferred Stock
(the "Preferred Stock"), each share of such stock having such par
value as the Board of Directors of the Corporation may from time to
time designate in the resolutions providing for the issuance thereof,
as hereinafter provided, and (ii) One Hundred Million (100,000,000)
shares of Common Stock (the "Common Stock"), each share of such stock
having a par value of $0.25."
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The purpose of the proposed increase in the number of authorized shares of
Common Stock is to ensure that additional shares of Common Stock will be
available, if and when needed, for issuance by Centex in the form of a stock
split and for any other proper purpose approved by the Board of Directors
(including, without limitation, issuances to raise capital or effect
acquisitions, the use of additional shares for various equity compensation and
other employee benefit plans, the declaration of stock dividends or other
corporate distributions and for other bona fide corporate purposes). The Board
of Directors believes that the availability of the additional authorized shares
of Common Stock for issuance upon approval of the Board of Directors for a
stock split, without the necessity for, or the delay inherent in, a meeting of
the stockholders (except as may be required by applicable law, by regulatory
authorities, or by the policies, rules and regulations of the New York Stock
Exchange or such other stock exchange on which Centex's securities may then be
listed), will be beneficial to Centex and its stockholders by providing Centex
with the flexibility required to promptly effect a stock split.
Management's continuing efforts to improve the financial condition and
results of operations of Centex have been successful and have been reflected in
an increased market price of the Common Stock. As a result, the Board of
Directors has declared a two-for-one split of Centex's Common Stock which
should result in a market price believed to be more attractive to a broader
spectrum of investors, particularly individual investors. The two-for-one stock
split is conditioned upon (i) stockholder approval of the proposed amendment to
Centex's Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock from 50 million to 100 million and (ii) the
absence of any material changes to Centex's financial condition, results of
operations and market price, as determined in the Executive Committee's
discretion. The Executive Committee consists of Messrs. Hirsch, Quinn, Gillilan
(through December 31, 1997) and Seegers.
It is possible that the stock split will not be effected. However, should
the Executive Committee conclude that there have been no material changes in
Centex's financial condition, results of operations or market price and that
therefore a stock split will be effected, stockholder approval of an amendment
to increase the number of authorized shares of Common Stock would be necessary
to enable Centex to effect such a split. By obtaining stockholder approval now,
the Board of Directors will avoid the delay which would be required for
obtaining such approval. Conversely, delaying the proposal to increase the
authorized Common Stock until the next regularly-scheduled annual meeting of
Centex stockholders in July 1998 would necessarily eliminate the Board of
Directors' ability to effect a stock split prior to that date. The stock split
does not require stockholder approval. Readers should note that none of the
share-related data in this Proxy Statement is adjusted to take into account the
proposed stock split.
If the proposed amendment is approved by Centex stockholders but the stock
split is not effected due to a material change in Centex's financial condition,
results of operations or market price, the additional authorized shares may be
used for any other proper purpose approved by the Board of Directors
(including, without limitation, issuances to raise capital or effect
acquisitions, the use of additional shares for various equity compensation and
other employee benefit plans, the declaration of stock dividends or other
corporate distributions and for other bona fide corporate purposes).
If the proposed amendment is approved by Centex stockholders, the Board of
Directors does not presently intend to seek further stockholder approval with
respect to any particular issuance of shares, unless required by
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<PAGE> 8
applicable law, by regulatory authorities, or by the policies, rules and
regulations of the New York Stock Exchange or such other stock exchange on
which Centex's securities may then be listed.
Stockholders do not have any pre-emptive or similar rights to subscribe
for or purchase any additional shares of Common Stock that may be issued in the
future and, therefore, future issuances of Common Stock, depending upon the
circumstances, may have a dilutive effect on the earnings per share, book value
per share, voting power and other interests of existing stockholders.
The proposed increase in the authorized number of shares of Common Stock
could have an anti-takeover effect, although that is not its purpose. For
example, if Centex were the subject of a hostile takeover attempt, it could try
to impede the takeover by issuing shares of Common Stock, thereby diluting the
voting power of the other outstanding shares and increasing the potential cost
of the takeover. The availability of this defensive strategy to Centex could
discourage unsolicited takeover attempts, thereby limiting the opportunity for
Centex's stockholders to realize a higher price for their shares than might
otherwise be available in the public markets. The Board of Directors is not
aware of any attempt, or contemplated attempt, to acquire control of Centex,
and this proposal is not being presented for the purpose of creating an
anti-takeover device.
Except for the issuance of shares in the stock split (if it is effected),
Centex has no present commitments for the issuance or use of the additional
shares proposed to be authorized by the amendment.
EFFECT OF THE STOCK SPLIT
No change in total stockholders' equity will result from the stock split.
The aggregate amount of capital represented by the outstanding shares of Common
Stock will be increased by $0.25 for each share issued to effect the stock
split and the Company's capital in excess of par value account will be reduced
by the same amount. After the stock split, purchases and sales of Common Stock
by an individual stockholder may be subject to higher brokerage charges and
applicable stock transfer taxes than on a pre-split transaction of equivalent
market value, due to the greater number of shares of Common Stock involved
after the stock split. In addition, the Company will incur certain expenses in
connection with the stock split, such as the cost of preparing and delivering
to stockholders new certificates representing additional shares.
In accordance with the terms of the Company's stock option, stockholder
rights, and employee benefit plans, appropriate adjustments will be made upon
the effectiveness of the stock split to the number of shares reserved for
issuance under such plans and to the exercise prices and number of shares
covered by the rights and outstanding options.
The Company has been advised that, based on current tax law, the stock
split should not result in any gain or loss for federal income tax purposes.
The tax basis of every share held before the stock split will be allocated
between the two shares held as a result of the distribution, and the holding
period of the new shares will include the holding period of the shares with
respect to which they were issued. The laws of jurisdictions other than the
United States may impose income taxes on the issuance of the additional shares
and stockholders subject to such laws are urged to consult their tax advisors.
As noted above, the stock split is contingent on stockholder approval of
the proposed amendment, but stockholders are not being asked to vote on the
stock split.
RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE
The Board of Directors unanimously recommends a vote FOR the following
resolution which will be presented at the meeting:
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<PAGE> 9
"RESOLVED, that the amendment to the Restated Articles of
Incorporation of Centex be, and it hereby is, ratified, confirmed and
approved."
The affirmative vote of the holders of record of a majority of the
outstanding shares of Centex Common Stock present in person or by proxy and
entitled to vote thereon at the Special Meeting is required to approve the
amendment. Accordingly, abstentions will have the same effect as a vote against
the amendment.
STOCKHOLDER PROPOSALS
Centex's 1998 Annual Meeting of Stockholders is scheduled to be held on
July 23, 1998. In order to be considered for inclusion in Centex's proxy
material for that meeting, stockholder proposals must be received at Centex's
executive offices, addressed to the attention of the Secretary, not later than
February 27, 1998.
By Order of the Board of Directors
RAYMOND G. SMERGE
Executive Vice President, Chief Legal
Officer and Secretary
Dallas, Texas
December 30, 1997
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<PAGE> 10
CENTEX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS-FEBRUARY 4, 1998
The undersigned hereby appoints Laurence E. Hirsch and David W. Quinn (acting
unanimously or if only one be present, by that one alone), and each of them,
proxies, with full power of substitution to each, to vote, as specified on the
reverse side, at the Special Meeting of Stockholders of Centex Corporation
("Centex") to be held February 4, 1998, or any adjournment thereof, all shares
of Common Stock of Centex registered in the name of the undersigned at the
close of business on December 11, 1997.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE BALLOT ON
THE REVERSE SIDE, BUT IF NO INSTRUCTIONS ARE INDICATED, THEN THIS PROXY WILL BE
VOTED FOR ITEM 1. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTER REFERRED TO IN ITEM 2.
By execution of this proxy, you hereby acknowledge receipt herewith of
Notice of Meeting and Proxy Statement dated December 30, 1997.
READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.
TO ENSURE REPRESENTATION OF YOUR SHARES AT THE SPECIAL MEETING, YOU MUST MARK
AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.
<PAGE> 11
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE CENTEX CORPORATION PLEASE MARK [X]
FOR THE AMENDMENT TO THE RESTATED ARTICLES OF YOUR VOTE AS
INCORPORATION IN ITEM 1. INDICATED IN
THIS EXAMPLE
1. Approval of the amendment to the Restated Articles of
Incorporation to increase the number of authorized shares
of Common Stock from 50 million shares to 100 million
shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. In their discretion, on such other business as may THIS PROXY MAY BE REVOKED AT ANY TIME
properly be brought before the meeting or any adjournment BEFORE IT IS VOTED AT THE SPECIAL MEETING.
thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED FOR ITEM 1 AND, IN THE
DISCRETION OF THE NAMED PROXIES, UPON SUCH
OTHER BUSINESS AS MAY PROPERLY BE BROUGHT
BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF. By executing this proxy, the
undersigned hereby revokes prior proxies
relating to the meeting.
Dated: , 199
------------------------------ --
-------------------------------------------
Signature
-------------------------------------------
Signature
</TABLE>
TO ENSURE REPRESENTATION OF YOUR SHARES AT THE SPECIAL MEETING, YOU MUST MARK
AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.
