<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:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
CENTEX CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(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
PRELIMINARY COPY
CENTEX CORPORATION
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 14, 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, January 14, 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 ___, 1997
<PAGE> 3
CENTEX CORPORATION
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 14, 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 January 14, 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
_____, 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 [29,685,559]
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 has no information that others will
present, any business at the special meeting other than as set forth in the
attached Notice
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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
telegraph 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 [November 17, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,660 *
William J Gillilan III . . . . . . . . . . . . . . . . . . . . . . . . 52 *
Laurence E. Hirsch . . . . . . . . . . . . . . . . . . . . . . . . . . 519,354 1.75%
Clint W. Murchison, III . . . . . . . . . . . . . . . . . . . . . . . . 67,275 *
Charles H. Pistor . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,467 *
David W. Quinn . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177,848 *
Paul R. Seegers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284,721 1.0%
Raymond G. Smerge . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,109 *
Paul T. Stoffel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,772 *
All directors and executive officers
of Centex as a group (12 persons) . . . . . . . . . . . . . . . . . . 1,321,702 4.45%
</TABLE>
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* less than 1%
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(1) Shares covered by stock options that are outstanding under the
Centex Corporation Stock Option Plan and the 1987 Plan and
exercisable on November 17, 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 2,200, 1,774, 1,258 and 699 shares of Centex
Common Stock which may be beneficially owned as of November
17, 1997 by Messrs. Eller, Hirsch, Quinn and Smerge,
respectively, and approximately 5,931 shares of Centex Common
Stock which may be beneficially owned as of November 17, 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 HOLDER 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 . . . . . . . . . . . [1,641,220] [5.5]%
of America(4)
Prudential Plaza
Newark, New Jersey 07102-3777
</TABLE>
- --------------------
(1) Based solely upon information contained in the Schedule 13G of
Barclay's 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 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.
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(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 5 million shares
of Preferred Stock. Of such authorized shares, at the record date
[29,685,559] shares of Common Stock were issued and outstanding and [2,750,054]
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
[17,564,387] 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 it its entirety as follows:
"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 $.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 from time to time
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<PAGE> 7
for any 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,
stock splits and for other bona fide corporate purposes). Although there are
no present commitments for the issuance of additional shares of Common Stock
(other than the shares previously reserved for issuance as described above),
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 proper purpose, 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
consider and respond to future business opportunities and needs as they arise.
One purpose in submitting the proposed amendment to the stockholders at
this time is to provide Centex with the flexibility to adjust the number of
shares of Common Stock outstanding in order to promote a broad market for such
stock. 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 price of the Common Stock. As a result, the Board of Directors may
consider effecting a split of Centex's Common Stock which would result in a
market price believed to be more attractive to a broader spectrum of investors,
particularly individual investors. The determination to effect a stock split is
necessarily based upon numerous factors including, but not limited to, the
number of shares of Common Stock of Centex authorized for issuance, fluctuations
in the stock market, the prevailing conditions of the overall economy and the
market price of the Common Stock. Therefore, it is possible that no decision to
split the stock will be made. However, should the Board of Directors conclude
to split the Common Stock, stockholder approval of an amendment to increase the
number of authorized shares of Common Stock would be necessary to enable Centex
to effectuate 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. A stock split would not require
further stockholder approval. The Board of Directors has delegated to its
Executive Committee (consisting of Messrs. Hirsch, Quinn, Gillilan and Seegers)
authority to make decisions regarding consideration and approval of a stock
split.
If the proposed amendment is approved by the 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 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 preemptive 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 the 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.
Centex has no present commitments for the issuance or use of the additional
shares proposed to be authorized by the amendment.
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RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE
The Board of Directors unanimously recommends a vote FOR the following
resolution which will be presented at the meeting:
"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 ___, 1997
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CENTEX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS-JANUARY 14, 1998
The undersigned hereby appoints William J. Gillilan III and Laurence E. Hirsch
(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 January 14, 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 ___, 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.
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<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CENTEX CORPORATION PLEASE MARK [X]
VOTE FOR THE AMENDMENT TO THE RESTATED YOUR VOTE AS
ARTICLES OF INCORPORATION IN ITEM 1. INDICATED IN
THIS EXAMPLE
</TABLE>
1. Approval of the amendment to the 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 properly be brought before the meeting
or any adjournment thereof.
THIS PROXY MAY BE REVOKED AT ANY
TIME BEFORE IT IS VOTED AT THE
SPECIAL MEETING.
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: ______________________, 1997
------------------------------------
Signature
------------------------------------
Signature
TO ENSURE REPRESENTATION OF YOUR SHARES AT THE SPECIAL MEETING, YOU MUST MARK
AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.
