<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
JOINT QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended
DECEMBER 31, 1996
Commission File No. 1-6776
CENTEX CORPORATION
A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000
Commission File Nos. 1-9624 and 1-9625, respectively
3333 HOLDING CORPORATION
A Nevada Corporation
CENTEX DEVELOPMENT COMPANY, L.P.
A Delaware Limited Partnership
IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6700
The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.
- --------------------------------------------------------------------------------
As of the close of business on February 7, 1997, 28,887,672 shares of Centex
Corporation common stock were outstanding, 1,000 shares of common stock of
3333 Holding Corporation were outstanding, and 900 class B units of limited
partnership interest of Centex Development Company, L.P. were outstanding.
- --------------------------------------------------------------------------------
<PAGE> 2
CENTEX CORPORATION
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
FORM 10-Q TABLE OF CONTENTS
DECEMBER 31, 1996
CENTEX CORPORATION
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Statement of Earnings
for the Three Months Ended December 31, 1996 2
Condensed Consolidated Statement of Earnings
for the Nine Months Ended December 31, 1996 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended December 31, 1996 5
Notes to Condensed Consolidated Financial Statements 6-9
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 10-14
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities 15
ITEM 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
</TABLE>
-i-
<PAGE> 3
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Combining Financial Statements 18
Condensed Combining Statement of Operations
for the Three Months Ended December 31, 1996 19
Condensed Consolidated Statement of Operations
for the Nine Months Ended December 31, 1996 20
Condensed Combining Balance Sheets 21
Condensed Combining Statement of Cash Flows
for the Nine Months Ended December 31, 1996 22
Notes to Condensed Combining Financial Statements 23
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 24
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 25
SIGNATURES 26-27
</TABLE>
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<PAGE> 4
CENTEX CORPORATION
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1.
The condensed consolidated financial statements include the accounts of
Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K. In the opinion of
the Company, all adjustments necessary to present fairly the information in the
following condensed consolidated financial statements of the Company have been
included. The results of operations for such interim periods are not
necessarily indicative of the results for the full year.
-1-
<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
December 31,
-------------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
REVENUES
Home Building $ 566,691 $ 499,199
Investment Real Estate 4,771 -
Financial Services 38,190 33,307
Contracting and Construction Services 270,338 257,643
Construction Products (A) 59,117 -
--------------- ---------------
939,107 790,149
--------------- ---------------
COSTS AND EXPENSES
Home Building 529,834 470,612
Investment Real Estate (787) -
Financial Services 30,990 28,080
Contracting and Construction Services 273,387 259,593
Construction Products (A) 41,826 (15,344)
Other, net 654 29
Corporate General and Administrative 4,285 3,540
Interest Expense 7,969 10,908
Minority Interest in Construction Products (A) 8,455 7,825
--------------- ---------------
896,613 765,243
--------------- ---------------
EARNINGS BEFORE INCOME TAXES 42,494 24,906
Income Taxes 15,031 9,750
--------------- ---------------
NET EARNINGS $ 27,463 $ 15,156
=============== ===============
EARNINGS PER SHARE $ 0.93 $ 0.52
=============== ===============
AVERAGE SHARES OUTSTANDING 29,470,683 29,229,616
=============== ===============
CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05
=============== ===============
</TABLE>
(A) As a result of Centex Construction Products, Inc.'s (CXP) repurchases of its
own stock during the June 30, 1996 quarter, Centex's ownership interest in CXP
increased to more than 50%, (51.2% as of December 31, 1996). Accordingly,
beginning with the quarter ended June 30, 1996, CXP's financial results have
been consolidated with those of Centex and are reflected in Centex's revenues
and operating earnings. In order to facilitate comparisons between years, CXP's
operating earnings and the related minority interest in CXP have been
reclassified to reflect the total amounts for the quarter ended December 31,
1995. Had CXP's revenues been consolidated for the quarter ended December 31,
1995, Centex's consolidated revenues for that quarter would have increased by
$55,429 to $845,578.
See notes to condensed consolidated financial statements.
-2-
<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
December 31,
-------------------------------------------
1996 1995
------------------- ------------------
<S> <C> <C>
REVENUES
Home Building $ 1,704,181 $ 1,410,522
Investment Real Estate 6,781 -
Financial Services 117,113 93,243
Contracting and Construction Services 819,333 774,180
Construction Products (A) 185,713 -
------------------- ------------------
2,833,121 2,277,945
------------------- ------------------
COSTS AND EXPENSES
Home Building 1,600,161 1,338,903
Investment Real Estate (6,007) -
Financial Services 97,676 81,044
Contracting and Construction Services 822,019 775,975
Construction Products (A) 133,172 (43,587)
Other, net 1,516 275
Corporate General and Administrative 12,760 10,910
Interest Expense 26,760 30,202
Minority Interest in Construction Products (A) 25,900 22,229
------------------- ------------------
2,713,957 2,215,951
------------------- ------------------
EARNINGS BEFORE INCOME TAXES 119,164 61,994
Income Taxes 41,642 24,414
------------------- ------------------
NET EARNINGS $ 77,522 $ 37,580
=================== ==================
EARNINGS PER SHARE $ 2.64 $ 1.29
=================== ==================
AVERAGE SHARES OUTSTANDING 29,318,786 29,050,846
=================== ==================
CASH DIVIDENDS PER SHARE $ 0.15 $ 0.15
=================== ==================
</TABLE>
(A) As a result of Centex Construction Products, Inc.'s (CXP) repurchases of
its own stock during the June 30, 1996 quarter, Centex's ownership interest in
CXP increased to more than 50%, (51.2% as of December 31, 1996). Accordingly,
beginning with the quarter ended June 30, 1996, CXP's financial results have
been consolidated with those of Centex and are reflected in Centex's revenues
and operating earnings. In order to facilitate comparisons between years, CXP's
operating earnings and the related minority interest in CXP have been
reclassified to reflect the total amounts for the nine months ended December
31, 1995. Had CXP's revenues been consolidated for the nine months ended
December 31, 1995, Centex's consolidated revenues for that period would have
increased by $177,016 to $2,454,961.
See notes to condensed consolidated financial statements.
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<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
Centex Corporation and
Subsidiaries Centex Corporation
----------------------------- -------------------------------
December 31, March 31, December 31, March 31,
1996* 1996** 1996* 1996**
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 73,981 $ 14,042 $ 67,875 $ 11,897
Receivables -
Residential Mortgage Loans 626,089 629,756 - -
Other 331,508 280,803 310,006 258,661
Affiliates - - - -
Inventories 1,063,126 1,205,450 1,063,126 1,205,450
Investments -
Centex Construction Products, Inc. - 106,504 - 106,504
Centex Development Company, L. P. 35,413 36,866 35,413 36,866
Joint Ventures and Other 4,637 3,804 4,125 3,804
Unconsolidated Subsidiaries - - 46,004 38,366
Property and Equipment, net 203,531 37,139 191,064 25,413
Other Assets -
Deferred Taxes, net 207,199 (16,620) 205,627 (16,085)
Deferred Charges and Other 55,037 22,602 37,632 14,767
------------- ------------- -------------- --------------
$ 2,600,521 $ 2,320,346 $ 1,960,872 $ 1,685,643
============= ============= ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 682,622 $ 610,671 $ 633,676 $ 550,984
Short-term Debt 668,963 662,267 80,242 87,251
Long-term Debt 224,504 321,002 224,504 321,002
Minority Stockholders' Interest 118,431 3,570 116,449 3,570
Negative Goodwill 102,837 - 102,837 -
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - - - -
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,785,671 and 28,425,851 respectively 7,196 7,107 7,196 7,107
Capital in Excess of Par Value 13,824 6,814 13,824 6,814
Retained Earnings 782,144 708,915 782,144 708,915
------------- ------------- -------------- --------------
Total Stockholders' Equity 803,164 722,836 803,164 722,836
------------- ------------- -------------- --------------
$ 2,600,521 $ 2,320,346 $ 1,960,872 $ 1,685,643
============= ============= ============== ==============
<CAPTION>
Financial Services
-------------------------------
December 31, March 31,
1996* 1996**
------------- -------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 6,106 $ 2,145
Receivables -
Residential Mortgage Loans 626,089 629,756
Other 21,502 22,142
Affiliates 36 (1,267)
Inventories - -
Investments -
Centex Construction Products, Inc. - -
Centex Development Company, L. P. - -
Joint Ventures and Other 512 -
Unconsolidated Subsidiaries - -
Property and Equipment, net 12,467 11,726
Other Assets -
Deferred Taxes, net 1,572 (535)
Deferred Charges and Other 17,405 7,835
------------- -------------
$ 685,689 $ 671,802
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 48,946 $ 59,687
Short-term Debt 588,721 575,016
Long-term Debt - -
Minority Stockholders' Interest 1,982 -
Negative Goodwill - -
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - -
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,785,671 and 28,425,851 respectively 1 2
Capital in Excess of Par Value 44,075 37,917
Retained Earnings 1,964 (820)
------------- -------------
Total Stockholders' Equity 46,040 37,099
------------- -------------
$ 685,689 $ 671,802
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
* Unaudited
** Condensed from audited financial statements.
In the supplemental data presented above, "Centex Corporation" represents the
adding together of all subsidiaries other than those included in Financial
Services (CTX Mortgage and Affiliates). Transactions between Centex Corporation
and Financial Services have been eliminated from the Centex Corporation and
Subsidiaries balance sheets.
-4-
<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
December 31,
------------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 77,522 $ 37,580
Adjustments -
Depreciation and Amortization 9,851 9,396
Deferred Income Taxes 27,807 (8,425)
Equity in Earnings of CXP, CDC and Joint Ventures (1,671) (14,192)
Minority Interest in CXP 25,900 -
Increase in Receivables (9,458) (8,934)
Decrease (Increase) in Residential Mortgage Loans 3,667 (178,554)
Decrease in Inventories 29,024 3,007
Increase in Payables and Accruals 16,924 17,558
(Increase) Decrease in Other Assets (31,328) 2,597
Other, net 1,225 (3,518)
---------------- ----------------
149,463 (143,485)
---------------- ----------------
CASH FLOWS - INVESTING ACTIVITIES
Decrease in Advances to Joint Ventures,
Unconsolidated Subsidiaries, and CDC 2,291 6,429
Increase in Property and Equipment, net (4,099) (4,923)
Acquisition Of Vista Properties - (85,422)
Vista/Centex Homes Combination ($ in millions):
Deferred Taxes ($266.2); Negative Goodwill $114.8;
Inventories $140.2; and Payables and Accruals $11.2 - -
---------------- ----------------
(1,808) (83,916)
---------------- ----------------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Debt (90,522) 224,737
Proceeds from Stock Option Exercises 7,099 6,373
Dividends Paid (4,293) (4,238)
---------------- ----------------
(87,716) 226,872
---------------- ----------------
NET INCREASE IN CASH 59,939 (529)
CASH AT BEGINNING OF PERIOD 14,042 23,785
---------------- ----------------
CASH AT END OF PERIOD $ 73,981 $ 23,256
================ ================
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 9
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(unaudited)
(A) A summary of changes in stockholders' equity is presented below:
<TABLE>
Capital in
Preferred Common Excess of Retained
Stock Stock Par Value Earnings Total
--------- ----------- ----------- ------------ ------------
(dollars in thousands)
<CAPTION>
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1996 $ - $ 7,107 $ 6,814 $ 708,915 $ 722,836
Net Earnings - - - 77,522 77,522
Exercise of Stock Options - 89 7,010 - 7,099
Cash Dividends - - - (4,293) (4,293)
--------- ----------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1996 $ - $ 7,196 $ 13,824 $ 782,144 $ 803,164
========= =========== =========== ============ ============
</TABLE>
(B) On November 30, 1987 the Company distributed to a nominee, all of the
issued and outstanding shares of common stock of 3333 Holding Corporation
and warrants to purchase approximately 80% of the Class B units of
limited partnership interest in Centex Development Company, L. P. A
wholly-owned subsidiary of 3333 Holding Corporation serves as general
partner of Centex Development Company, L. P. These securities are held by
the nominee on behalf of Centex stockholders, and will trade in tandem
with the common stock of Centex, until such time as they are detached.
Supplementary condensed combined financial statements for Centex, 3333
Holding Corporation and Subsidiary and Centex Development Company, L. P.
are as follows:
-6-
<PAGE> 10
NOTES - continued
CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L. P.
SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, March 31,
1996 1996 *
--------------- --------------
ASSETS
<S> <C> <C>
Cash and Cash Equivalents $ 74,668 $ 14,273
Receivables 960,190 914,549
Inventories 1,103,643 1,244,931
Investments -
Centex Construction Products, Inc. - 106,504
Joint Ventures and Unconsolidated Subsidiaries 4,918 3,984
Property and Equipment, net 203,531 37,139
Other Assets -
Deferred Taxes, net 207,199 (16,620)
Deferred Charges and Other 58,037 22,602
--------------- --------------
$ 2,612,186 $ 2,327,362
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 685,432 $ 616,959
Short-term Debt 676,631 665,593
Long-term Debt 224,504 321,002
Minority Stockholders' Interest 118,431 -
Negative Goodwill 102,837 -
Stockholders' Equity 804,351 723,808
--------------- --------------
$ 2,612,186 $ 2,327,362
=============== ==============
*Condensed from audited financial statements.
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
FOR THE NINE MONTHS ENDED
DECEMBER 31,
-----------------------------------
1996 1995
--------------- --------------
Revenues $ 2,840,658 $ 2,289,790
Costs and Expenses 2,721,279 2,227,572
--------------- --------------
Earnings Before Income Taxes 119,379 62,218
Income Taxes 41,642 24,414
--------------- --------------
NET EARNINGS $ 77,737 $ 37,804
=============== ==============
</TABLE>
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<PAGE> 11
Notes - continued
(C) In order to assure the future availability of land for its Home Building
operation, the Company has made deposits totaling $15 million as of
December 31, 1996 for options to purchase undeveloped land and developed
lots having a total purchase price of approximately $368 million. These
options and commitments expire at various dates to the year 2000. The
Company has also committed to purchase land and developed lots totaling
approximately $30 million. In addition, the Company has executed lot
purchase contracts with CDC which aggregate approximately $2 million.
(D) Interest expense relating to the financial services operations is
included in its costs and expenses. Interest related to non-financial
services is included as interest expense.
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------
12/31/96 12/31/95
-------- --------
<S> <C> <C>
Total Interest Incurred $50,946 $51,681
Less Financial Services (24,186) (21,479)
------- -------
Interest Expense $26,760 $30,202
======= =======
</TABLE>
(E) During the quarter ended June 30, 1994, Centex Construction Products,
Inc. (CXP) completed an initial public offering of 51% of its stock and
began trading on the New York Stock Exchange under the symbol "CXP". As
a result of CXP's repurchase of its own stock during the quarter ended
June 30, 1996, Centex's ownership interest in CXP has increased to more
than 50% (51.2% as of December 31, 1996). Accordingly, beginning with
the quarter ended June 30, 1996, CXP's financial results have been
consolidated with those of Centex. The reconsolidation of CXP had a $6.6
million net effect on the Statement of Cash Flows as of June 30, 1996 and
was included in Other, net. The major items making up the net effect
were (in millions) Property and Equipment ($181.4), Investment in CXP
$106.5, Minority Interest $95.0, Inventories ($26.9) and Receivables,
Payables and Other $13.4.
(F) During the quarter ended June 30, 1996, Centex's Home Building subsidiary
completed a business combination transaction and reorganization with
Vista Properties, Inc. that increased Centex's ownership of Vista's
common stock from approximately 53% to 99.975%. Under the terms of the
combination transaction, Centex's Home Building assets and operations
were contributed to Vista in exchange for 12.4 million shares of Vista's
common stock.
As a result of the combination, Centex's Investment Real Estate
portfolio, valued in excess of $125 million, was reduced to a nominal
"book basis" after recording certain Vista-related tax benefits.
Accordingly, as these properties are developed or sold, the net sales
proceeds will be reflected as operating margin. "Negative Goodwill"
recorded as a result of the business combination is being amortized to
earnings over approximately seven years.
All investment property operations are being reported through Centex's
"Investment Real Estate" business segment which operates under the Vista
Properties Company name.
-8-
<PAGE> 12
Notes - continued
(G) During the quarter, a subsidiary of Centex Corporation completed the
Company's first Mexican investment (capital commitment of approximately
$10 million) through its acquisition of a 30% interest in a Mexican
corporation - Inverloma - which was recently organized to acquire and
develop approximately 70 acres of real estate in Mexico City. This
property is the last large undeveloped tract available for residential
development in Mexico City which is both close to downtown and located in
an affluent area. The current development plan includes up to 750
residential lots and homes, ranging in price from $230,000 to $450,000.
The project should be completed in approximately 5 to 7 years. Grupo
Loma, a large and experienced upper end real estate developer in Mexico
City, owns a 50% interest in Inverloma.
(H) During the quarter, Centex Real Estate Corporation, a subsidiary of
Centex, ("CREC") and Cavco Industries, Inc. ("Cavco"), the largest
manufactured housing company in Arizona, entered into a definitive merger
agreement providing for CREC's acquisition of approximately 80% of
Cavco's outstanding common stock at a price of $26.75 per share. The
estimated transaction value is approximately $75 million, all cash, based
on the acquisition of about 80% of the anticipated 3.56 million Cavco
shares outstanding as of the merger's effective date. Following the
merger, the remaining Cavco shares will be owned by Cavco founder Al
Ghelfi and his affiliates.
The acquisition of Cavco will expand the Company's capacity to serve the
growing affordable housing market by creating a strategic base for its
entry into the manufactured housing industry. The contemplated merger,
the first combination in recent years of a manufactured housing company
with a builder of conventional housing, is expected to be completed by
the end of March 1997, subject to the approval of Cavco stockholders.
(I) Certain prior year balances have been reclassified to be consistent with
the fiscal 1997 presentation.
-9-
<PAGE> 13
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex's consolidated revenues for the quarter were $939.1 million, a 19%
increase over $790.1 million for the same quarter last year. Earnings before
income taxes were $42.5 million, 71% higher than $24.9 million last year. Net
earnings were $27.5 million and earnings per share were $.93 for this quarter
compared to $15.2 million and $.52, respectively, for the same quarter last
year.
For the nine months ended December 31, 1996, corporate revenues totaled
$2.8 billion, 24% greater than $2.3 billion for the same period last year.
Earnings before income taxes were $119.2 million, 92% higher than $62.0 million
for the same period last year. Net earnings were $77.5 million and earnings
per share were $2.64 for the current nine months compared to $37.6 million and
$1.29 last year.
HOME BUILDING
The following summarizes Home Building results for the quarter and nine
months ended December 31, 1996 compared to the quarter and nine months ended
December 31, 1995 (dollars in millions, except per unit data):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
12/31/96 12/31/95
-------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 566.7 100.0% $ 499.2 100.0%
Cost of Sales (464.2) (81.9%) (410.9) (82.3%)
Selling, General & Administrative (65.6) (11.6%) (59.7) (12.0%)
------------ ------ ----------- ------
Operating Earnings $ 36.9 6.5% $ 28.6 5.7%
------------ ------ ----------- ------
Units Closed 3,226 2,948
Unit Sales Price $ 172,536 $ 165,262
% Change 4.4% 3.1%
Operating Earnings per Unit $ 11,425 $ 9,697
% Change 17.8% 19.2%
</TABLE>
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
12/31/96 12/31/95
------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 1,704.2 100.0% $ 1,410.5 100.0%
Cost of Sales (1,394.1) (81.8%) (1,160.9) (82.3%)
Selling, General & Administrative (206.1) (12.1%) (178.0) (12.6%)
----------- ------ ------------ ------
Operating Earnings $ 104.0 6.1% $ 71.6 5.1%
----------- ------ ------------ ------
Units Closed 9,835 8,522
Unit Sales Price $ 169,845 $ 162,927
% Change 4.2% 3.2%
Operating Earnings per Unit $ 10,577 $ 8,404
% Change 25.9% (3.7%)
</TABLE>
-10-
<PAGE> 14
The operating earnings for the quarter and nine months ended December
31, 1996 increased as a percentage of revenue and on a per unit basis compared
to the same periods last year as a result of Home Building's management focus
on operating efficiencies and margin improvement as well as increased closings.
Home closings for the quarter rose in every region to total 3,226 units,
a 9% increase over 2,948 units for the same quarter last year. Home sales
(orders) declined to 2,567 for the quarter this year, 4% less than 2,678 units
for the same quarter a year ago. Centex is currently operating fewer
neighborhoods than it did a year ago and sales per neighborhood were slightly
higher than last year.
Home closings for the nine months this year totaled 9,835 units, a 15%
increase over 8,522 units for the same period a year ago. Unit orders for the
current nine months were 8,319, 11% less than 9,308 units for the same period
last year. The backlog of homes sold but not closed at December 31, 1996 was
4,017 units, 16% less than 4,773 units at December 31, 1995.
INVESTMENT REAL ESTATE
During the quarter ended June 30, 1996, Centex's Home Building
subsidiary completed a business combination transaction and reorganization with
Vista Properties, Inc. that increased Centex's ownership of Vista's common
stock from approximately 53% to 99.975%. Under the terms of the combination
transaction, Centex's Home Building assets and operations were contributed to
Vista in exchange for 12.4 million shares of Vista's common stock.
As a result of the combination, Centex's Investment Real Estate
portfolio, valued in excess of $125 million, was reduced to a nominal "book
basis" after recording certain Vista-related tax benefits. Accordingly, as
these properties are developed or sold, the net sales proceeds will be
reflected as operating margin. "Negative Goodwill" recorded as a result of the
business combination is being amortized to earnings over approximately seven
years.
All investment property operations are being reported through Centex's
"Investment Real Estate" business segment which operates under the Vista
Properties Company name.
For the quarter ended December 31, 1996, Investment Real Estate had
operating earnings of $5.6 million. For the nine month period, operating
earnings totaled $12.8 million.
-11-
<PAGE> 15
FINANCIAL SERVICES
The following summarizes Financial Services' results for the quarter and
nine months ended December 31, 1996 compared to the quarter and nine months
ended December 31, 1995 (dollars in millions):
<TABLE>
<CAPTION>
Nine Nine
Quarter Ended Quarter Ended Months Ended Months Ended
12/31/96 12/31/95 12/31/96 12/31/95
------------ -------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues $ 38.2 $ 33.3 $ 117.1 $ 93.2
--------- ---------- --------- ----------
Operating Earnings $ 7.2 $ 5.2 $ 19.4 $ 12.2
--------- ---------- --------- ----------
Origination Volume $ 1,316 $ 1,207 $ 4,100 $ 3,515
--------- ---------- --------- ----------
Number of Loans Originated
Centex-built Homes 2,275 2,108 7,221 5,859
Non-Centex-built Homes 9,438 8,096 28,588 24,180
--------- ---------- --------- ----------
11,713 10,204 35,809 30,039
========= ========== ========= ==========
</TABLE>
Total mortgage loan applications for the quarter reached 14,297, 47%
higher than 9,754 applications for the same quarter in the prior fiscal year.
Applications for the nine months were 41,776, up 29% from 32,426 for the same
period in the prior fiscal year. This increase is primarily due to Centex's
recent expansion of its "B & C" (sub-prime) mortgage operation, Nova Credit
Corporation, which generally closes fewer of its applications compared to CTX
Mortgage's "A" applications. The per loan margin for the quarter this year was
$615, a 20% improvement over $512 for the same quarter last year. Although
improved, the per loan margins were impacted by start-up costs associated with
the rapid expansion of the B & C loan operation, which has opened approximately
30 offices since January 1996.
CONTRACTING AND CONSTRUCTION SERVICES
The following summarizes Contracting and Construction Services results
for the quarter and nine months ended December 31, 1996 compared to the quarter
and nine months ended December 31, 1995 (dollars in millions):
<TABLE>
<CAPTION>
Nine Nine
Quarter Ended Quarter Ended Months Ended Months Ended
12/31/96 12/31/95 12/31/96 12/31/95
------------- -------------- ------------ -------------
<S> <C> <C> <C> <C>
Revenues $ 270.3 $ 257.6 $ 819.3 $ 774.2
--------- ---------- --------- --------
Operating Loss $ (3.0) $ (2.0) $ (2.7) $ (1.8)
--------- ---------- --------- --------
New Contracts Received $ 334 $ 116 $ 831 $ 682
--------- ---------- --------- --------
Backlog of Uncompleted Contracts $ 1,213 $ 1,236 $ 1,213 $ 1,236
--------- ---------- --------- --------
</TABLE>
Although Contracting and Construction Services continues to operate in
an intensely competitive environment, nonresidential construction is improving
as the economy strengthens and profit margins on contracts recently acquired by
the group continue to improve. However, reserve provisions relating to certain
construction projects obtained in prior years resulted in the current quarter's
loss. The Contracting and Construction Services operation provided a positive
-12-
<PAGE> 16
average net cash flow in excess of Centex's investment in the group of
approximately $60 million during both the current quarter and the same quarter
last year.
CONSTRUCTION PRODUCTS
As a result of Centex Construction Products, Inc.'s (CXP) repurchases of
its own stock during the quarter ended June 30, 1996, Centex's ownership
interest in CXP has increased to more than 50%, (51.2% as of December 31,
1996). Accordingly, beginning with the June 30, 1996 quarter, CXP's financial
results have been consolidated with those of Centex and are reflected in
Centex's financial statements.
Revenues from Construction Products were $59.1 million for the current
quarter. CXP's revenues for the same quarter last year, which were not
consolidated with Centex, were $55.4 million. For the quarter this year, CXP's
total operating earnings minus minority interest resulted in pretax earnings of
$8.8 million, net to Centex's ownership interest, a 17% improvement over $7.5
million last year for the same quarter. For the current nine months, CXP's
revenues totaled $185.7 million. CXP's revenues for the same period last year,
which were not consolidated with Centex, were $177 million. For the current
period, CXP's total operating earnings minus minority interest resulted in
pretax earnings of $26.6 million, net to Centex's ownership interest, 25%
higher than $21.4 million for the same period last year. CXP's record results
for this year's quarter and fiscal year-to-date were due primarily to
continuing strong demand for CXP's products and higher pricing in all of its
business segments.
FINANCIAL CONDITION AND LIQUIDITY
Centex fulfills its short-term financing requirements with cash
generated from its operations and funds available under its credit facilities.
These credit facilities also serve as back-up lines for overnight borrowings
under its uncommitted bank facilities and commercial paper program. In
addition, CTX Mortgage Company has its own $600 million of committed credit
facilities and $485 million of uncommitted facilities to finance mortgages
which are held during the period they are being securitized and readied for
delivery against forward sale commitments.
CXP's cash balance represents $54.1 million of the $74 million of
consolidated cash balances as of December 31, 1996. Improved earnings accounts
for the majority of the remaining increase in cash for the nine months.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
CAVCO ACQUISITION
During the quarter, Centex Real Estate Corporation, a subsidiary of
Centex, ("CREC") and Cavco Industries, Inc. ("Cavco"), the largest
manufactured housing company in Arizona, entered into a definitive merger
agreement providing for CREC's acquisition of approximately 80% of Cavco's
outstanding common stock at a price of $26.75 per share. The estimated
transaction value is approximately $75 million, all cash, based on the
acquisition of about 80% of the anticipated 3.56 million Cavco shares
outstanding as of the merger's effective date. Following the merger, the
remaining Cavco shares will be owned by Cavco founder Al Ghelfi and his
affiliates.
The acquisition of Cavco will expand the Company's capacity to serve the
growing affordable housing market by creating a strategic base for its entry
into the manufactured housing industry. The contemplated merger, the first
combination in recent years of a manufactured housing company with a builder of
conventional housing, is expected to be completed by the end of March 1997,
subject to the approval of Cavco stockholders.
-13-
<PAGE> 17
OUTLOOK
The Company expects its Home Building operation to report record
earnings for fiscal 1997. Results from Financial Services should show
substantial improvement over fiscal 1996 results. CXP is also expected to have
a record year. The results from the new Investment Real Estate division should
add significantly to earnings. As a result, the Company expects its fiscal
1997 financial results to be the highest in its history.
------------------------------
The information contained in this report includes forward looking
statements involving a number of risks and uncertainties. In addition to the
factors discussed, other determinants that could cause actual results to differ
include: increases in interest rates; business conditions; growth in the home
building, financial services, contracting and construction services, and
construction products industries and the economy in general; competitive
factors; and the cost of building materials. These and other factors are
described in the Joint Annual Report on Form 10-K of Centex Corporation and
3333 Holding Corporation and Centex Development Company, L.P., and in the
Annual Report on Form 10-K for Centex Construction Products, Inc., for the
fiscal year ended March 31, 1996. Both reports are filed with the Securities
and Exchange Commission.
-14-
<PAGE> 18
CENTEX CORPORATION
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On October 2, 1996, the Board of Directors of Centex adopted a new
stockholder rights plan ("Plan") to replace the original rights plan which
expired on October 1, 1996. In connection with the Plan, the Board authorized
and declared a dividend of one right ("Right") for each share of Common Stock,
par value $.25 per share, of Centex ("Common Stock") to all stockholders of
record at the close of business on October 15, 1996, as previously reported at
Item 5 of Centex's Current Report on Form 8-K dated October 3, 1996 (the
"Current Report"). The terms of the Rights are set forth in a Rights
Agreement, dated as of October 2, 1996, between Centex and ChaseMellon
Shareholder Services, L.L.C., as rights agent (the "Rights Agreement").
Each Right entitles its holder to purchase one one-hundredth of a share
of a new series of preferred stock designated "Junior Participating Preferred
Stock, Series D" at an exercise price of $135. The Rights will become
exercisable upon the earlier of 10 days after the first public announcement
that a person or group has acquired beneficial ownership of 15 percent or more
of the then outstanding Common Stock, or 10 business days after a person or
group announces an offer the consummation of which would result in such person
or group beneficially owning 15 percent or more of the then outstanding Common
Stock (even if no purchases actually occur), unless such time periods are
deferred by appropriate Board action. Although FMR Corp. currently owns over
15 percent of the outstanding Common Stock, the Plan excludes FMR Corp. from
causing the rights to become exercisable until such time as FMR Corp., together
with certain affiliated and associated persons, collectively own 20 percent or
more of the then outstanding Common Stock.
If Centex is involved in a merger or other business combination at any
time after a person or group has acquired beneficial ownership of 15 percent or
more (or, in the case of FMR Corp., 20 percent or more) of the then outstanding
Common Stock, the Rights will entitle a holder to buy a number of shares of
common stock of the acquiring company having a market value of twice the
exercise price of each Right. If any person or group acquires beneficial
ownership of 15 percent or more (or, in the case of FMR Corp., 20 percent or
more) of the then outstanding Common Stock, the Rights will entitle a holder
(other than such person or any member of such group) to buy a number of
additional shares of Common Stock having a market value of twice the exercise
price of each Right. Alternatively, if a person or group has acquired 15
percent or more (or, in the case of FMR Corp., 20 percent or more) of the then
outstanding Common stock, but less than 50 percent of the then outstanding
Common Stock, Centex may at its option exchange each Right of a holder (other
than such person or any member of such group) for one share of Common Stock.
In general, the rights are redeemable at $0.01 per right until 15 days
after the Rights become exercisable as described above. Unless earlier
redeemed, the Rights will expire on October 12, 2006.
A copy of the Rights Agreement was filed as Exhibit 4 to the Current
Report and to Centex's Registration Statement on Form 8-A dated October 3, 1996
(File No. 1-6776) in respect of the Rights, which was declared effective by the
Securities and Exchange Commission. A summary of the Rights was mailed to each
shareholder of record.
In connection with the adoption of the Plan, on October 2, 1996, the
Board of Directors of Centex established a series of 1,000,000 shares of
preferred stock, designated as Junior Participating Preferred Stock, Series D.
A copy of the Certificate of Designations of Junior Participating Preferred
Stock, Series D is filed as Exhibit 3 to this Form 10-Q.
-15-
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 3 - Certificate of Designations of Junior Participating
Preferred Stock, Series D of Centex Corporation
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed a report on Form 8-K on October 8, 1996
reporting the renewal of its stockholder rights plan.
All other items required under Part II are omitted because they are not
applicable.
-16-
<PAGE> 20
SIGNATURES
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
-------------------------------------------
Registrant
February 12, 1997 /s/ David W. Quinn
-------------------------------------------
David W. Quinn
Vice Chairman and
Chief Financial Officer
(principal financial officer)
February 12, 1997 /s/ Michael S. Albright
-------------------------------------------
Michael S. Albright
Vice President - Finance and Administration
(chief accounting officer)
-17-
<PAGE> 21
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART I. FINANCIAL INFORMATION
CONDENSED COMBINING FINANCIAL STATEMENTS
ITEM 1.
The condensed combining financial statements include the accounts of
3333 Holding Corporation and subsidiary and Centex Development Company, L.P.
(collectively the "Companies"), and have been prepared by the Companies,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Companies believe that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
condensed combining financial statements be read in conjunction with the
financial statements and the notes thereto included in the Companies' latest
annual report on Form 10-K. In the opinion of the Companies, all adjustments
necessary to present fairly the information in the following condensed
financial statements of the Companies have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
-18-
<PAGE> 22
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF OPERATIONS
(dollars in thousands, except per share/unit data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED DECEMBER 31,
----------------------------------------------------------------------------------------
1996 1995
------------------------------------------- -----------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
------------ ------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 4,026 $ 3,932 $ 307 $ 3,508 $ 3,371 $ 465
Costs and Expenses 3,382 3,224 371 3,315 3,187 456
------- ------- ------- ------- ------- -------
Earnings (Loss) Before Income Taxes 644 708 (64) 193 184 9
Income Taxes - - - - - -
------- ------- ------- ------- ------- -------
NET EARNINGS (LOSS) $ 644 $ 708 $ (64) $ 193 $ 184 $ 9
======= ======= ======= ======= ======= =======
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ 708 $ (64) $ 184 $ 9
======= ======= ======= =======
</TABLE>
See notes to condensed combining financial statements.
-19-
<PAGE> 23
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF OPERATIONS
(dollars in thousands, except per share/unit data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31,
--------------------------------------------------------------------------------------
1996 1995
---------------------------------------- -----------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------- -------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 8,323 $ 7,945 $ 1,331 $13,989 $13,610 $ 1,546
Costs and Expenses 7,414 7,251 1,116 13,600 13,445 1,322
------- ------- ------- ------- ------- -------
Earnings Before Income Taxes 909 694 215 389 165 224
Income Taxes - - - - - -
------- ------- ------- ------- ------- -------
NET EARNINGS $ 909 $ 694 $ 215 $ 389 $ 165 $ 224
======= ======= ======= ======= ======= =======
EARNINGS PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ 694 $ 215 $ 165 $ 224
======= ======= ======= =======
</TABLE>
See notes to condensed combining financial statements.
-20-
<PAGE> 24
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, 1996* MARCH 31, 1996**
------------------------------------------ ------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
---------- -------------- ------------ ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 687 $ 680 $ 7 $ 231 $ 225 $ 6
Accounts Receivable 402 723 179 360 448 179
Notes Receivable -
Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 2,370 2,370 - 3,809 3,809 -
Investment in Affiliate - - 767 - - 767
Investment in Real Estate Joint Venture 281 281 - 180 180 -
Projects Held for Development & Sale 39,330 39,330 - 38,506 38,506 -
Other Assets 3,000 3,000 - - - -
------- ------- ------- ------- ------- -------
$53,770 $46,384 $ 8,653 $50,786 $43,168 $ 8,652
======= ======= ======= ======= ======= =======
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 2,894 $ 2,728 $ 666 $ 2,871 $ 2,558 $ 580
Notes Payable -
Centex Corporation and Subsidiaries 7,300 - 7,300 7,600 - 7,600
Other 7,668 7,668 - 3,326 3,326 -
Land Sale Deposits 10 10 - - - -
------- ------- ------- ------- ------- -------
Total Liabilities 17,872 10,406 7,966 13,797 5,884 8,180
Stockholders' Equity and
Partners' Capital 35,898 35,978 687 36,989 37,284 472
------- ------- ------- ------- ------- -------
$53,770 $46,384 $ 8,653 $50,786 $43,168 $ 8,652
======= ======= ======= ======= ======= =======
</TABLE>
* Unaudited
** Condensed from audited financial statements.
See notes to condensed combining financial statements.
-21-
<PAGE> 25
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For The Nine Months Ended December 31,
-------------------------------------------------------------------------------------
1996 1995
---------------------------------------- -------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- -------------- ------------ ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 909 $ 694 $ 215 $ 389 $ 165 $ 224
Net Change in Payables, Accruals,
Deposits and Receivables (309) (95) (214) 296 536 (240)
Decrease (Increase) in Notes Receivable 1,439 1,439 - (2,731) (2,731) -
Increase in Advances to Joint Venture (101) (101) - (151) (151) -
Decrease in Projects Held for
Development and Sale 4,891 4,891 - 61,793 61,793 -
Increase in Other Assets (3,000) (3,000) - - - -
-------- -------- ------ -------- -------- --------
3,829 3,828 1 59,596 59,612 (16)
-------- -------- ------ -------- -------- --------
CASH FLOWS - FINANCING ACTIVITIES
Decrease in Notes Payable (1,373) (1,373) - (53,509) (53,509) -
Capital Distributions (2,000) (2,000) - (6,300) (6,300) -
-------- -------- ------ -------- -------- --------
(3,373) (3,373) - (59,809) (59,809) -
-------- -------- ------ -------- -------- ---------
NET INCREASE (DECREASE) IN CASH 456 455 1 (213) (197) (16)
CASH AT BEGINNING OF YEAR 231 225 6 1,422 1,403 19
-------- -------- ------ -------- -------- --------
CASH AT END OF PERIOD $ 687 $ 680 $ 7 $ 1,209 $ 1,206 $ 3
======== ======== ====== ======== ======== ========
</TABLE>
See notes to condensed combining financial statements.
-22-
<PAGE> 26
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
DECEMBER 31, 1996
(unaudited)
(A) On November 30, 1987 Centex Corporation ("Centex") distributed to a
nominee all of the issued and outstanding shares of common stock of 3333
Holding Corporation ("Holding") and warrants to purchase approximately
80% of the Class B units of limited partnership interest in Centex
Development Company, L.P. (the "Partnership"). 3333 Development
Corporation ("Development"), a wholly-owned subsidiary of Holding,
serves as general partner of the Partnership. These securities are held
by the nominee on behalf of Centex stockholders and will trade in tandem
with the common stock of Centex until such time as they are detached.
(B) See Note B to the condensed consolidated financial statements of Centex
Corporation and subsidiaries included elsewhere in this Form 10-Q for
supplementary condensed combined financial statements for Centex
Corporation and Subsidiaries, Holding and subsidiary and the
Partnership.
(C) The Partnership sells lots to Centex Homes pursuant to certain purchase
and sale agreements. Revenues from these sales totaled $3,090,000 and
$4,382,000 for the nine months ended December 31, 1996 and 1995,
respectively.
(D) A summary of changes in stockholders' equity is presented below (dollars
in thousands).
<TABLE>
<CAPTION>
For the Nine Months Ended December 31, 1996
----------------------------------------------------------------------------------------
3333 Holding Corporation
Centex Development Company, L.P. and Subsidiary
-------------------------------- --------------------------------------
CLASS B GENERAL LIMITED CAPITAL IN
UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED
COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS
---------- --------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1996 $ 36,989 $ 500 $ 767 $ 36,017 $ 1 $ 800 $ (329)
Capital Distributions (2,000) - - (2,000) - - -
Net Earnings 909 - - 694 - - 215
---------- --------- --------- --------- --------- ---------- ---------
BALANCE AT DECEMBER 31, 1996 $ 35,898 $ 500 $ 767 $ 34,711 $ 1 $ 800 $ (114)
========== ========= ========= ========= ========= ========== =========
</TABLE>
During the nine months ended December 31, 1996, the Partnership made capital
distributions of $2 million to its Limited Partners, which are Centex
affiliates.
-23-
<PAGE> 27
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
On a combined basis, revenues for the quarter ended December 31, 1996
of $4 million included results from the sale of commercial property in Texas
and residential property in New Jersey. Revenues of $3.5 million for the
quarter ended December 31, 1995 included the sale of commercial property in
Texas and residential property in New Jersey. Combined net earnings for the
current quarter were $644,000 compared to combined net earnings of $193,000 for
the same quarter a year ago.
Combined revenues for the nine months ended December 31, 1996 of $8.3
million included results from the sale of commercial property in Texas and
residential property in Illinois and New Jersey. Revenues of $14 million
for the nine months ended December 31, 1995 included the sale of commercial
property in Texas and residential property in Florida and New Jersey. Combined
net earnings for this period were $909,000 compared to combined net earnings of
$389,000 for the same period last year.
The improvement in earnings relates to the higher gross margin on real
estate sales in the periods ended December 31, 1996 compared to the same
periods last year.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended December 31, 1996, the Partnership made
capital distributions of $2 million to its Limited Partners, which are Centex
affiliates.
Holding, Development and the Partnership believe that they will be
able to provide or obtain the necessary funding for their current operations
and future expansion needs. The revenues, earnings and liquidity of these
companies are largely dependent on future land sales, the timing of which is
uncertain. Accordingly, the Companies' results of operations will vary
significantly from period to period. The ability to obtain external debt or
equity capital is subject to the provisions of Holding's loan agreement with
Centex and the Partnership Agreement governing the Partnership.
-24-
<PAGE> 28
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
Exhibit 27.2 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended December 31, 1996
All other items required under Part II are omitted because they are not
applicable.
-25-
<PAGE> 29
SIGNATURES
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.
3333 HOLDING CORPORATION
---------------------------
Registrant
February 12, 1997 /s/ J. Stephen Bilheimer
---------------------------
J. Stephen Bilheimer
President
February 12, 1997 /s/ Kimberly Pinson
---------------------------
Kimberly Pinson
Vice President
(chief accounting officer)
-26-
<PAGE> 30
SIGNATURES
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 DEVELOPMENT COMPANY, L.P.
----------------------------------
Registrant
By: 3333 Development Corporation,
General Partner
February 12, 1997 /s/ J. Stephen Bilheimer
----------------------------------
J. Stephen Bilheimer
President
February 12, 1997 /s/ Kimberly Pinson
----------------------------------
Kimberly Pinson
Vice President
(chief accounting officer)
-27-
<PAGE> 31
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3 - Certificate of Designations of Junior Participating
Preferred Stock, Series D of Centex Corporation
27 - Financial Data Schedule
27.1 - Financial Data Schedule
27.2 - Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 3
CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES D
of
CENTEX CORPORATION
Pursuant to Section 78.1955 of the General Corporation Law
of the State of Nevada
We, Laurence E. Hirsch, Chairman of the Board and Chief Executive
Officer, and Raymond G. Smerge, Vice President, Chief Legal Officer and
Secretary, of Centex Corporation, a corporation organized and existing under
the General Corporation Law of the State of Nevada (the "Corporation"), in
accordance with the provisions of Section 78.1955 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
by the Restated Articles of Incorporation of the said Corporation, the said
Board of Directors on October 2, 1996, adopted the following resolution
creating a series of 1,000,000 shares of Preferred Stock designated as Junior
Participating Preferred Stock, Series D:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its Restated
Articles of Incorporation (as hereafter amended or supplemented, the "Articles
of Incorporation"), a series of Preferred Stock of the Corporation be and it
hereby is created, and that the designation and amount thereof and the voting
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall
be designated as "Junior Participating Preferred Stock, Series D", par value
$.25 per share (the "Series D Preferred Stock"), and the number of shares
constituting such series shall be 1,000,000.
Section 2. Dividends and Distributions.
(a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series D Preferred Stock with respect to dividends, the holders of
shares of Series D Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available therefor,
quarterly dividends payable in cash on the 1st day of January, April, July and
September in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a share of Series D
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $1.00 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times
<PAGE> 2
the aggregate per share amount (payable-in-kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of Common Stock or
a subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $.25 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series D
Preferred Stock. In the event the Corporation shall at any time (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount to which
holders of shares of Series D Preferred Stock were entitled immediately prior
to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) The Corporation shall declare a dividend or distribution on
the Series D Preferred Stock as provided in paragraph (a) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series D
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series D Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series D
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series D
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series D Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series D Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.
-2-
<PAGE> 3
Section 3. Voting Rights. The holders of shares of Series D
Preferred Stock shall have the following voting rights:
(a) Subject to the provision for adjustment hereinafter set forth,
each share of Series D Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per share
to which holders of shares of Series D Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.
(b) Except as otherwise provided herein, in any other Certificate
of Designations creating a series of Preferred Stock or any similar stock, or
by law, the holders of shares of Series D Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation having
general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.
(c) (i) If at any time dividends on any Series D Preferred Stock
shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend
period on all shares of Series D Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During
each default period, all holders of Preferred Stock (including holders
of the Series D Preferred Stock) with dividends in arrears in an
amount equal to six (6) quarterly dividends thereon, voting as a
class, irrespective of series, shall have the right to elect two (2)
Directors.
(ii) During any default period, such voting right of the
holders of Series D Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section
3(c) or at any annual meeting of stockholders, and thereafter at
annual meetings of stockholders, provided that neither such voting
right nor the right of the holders of any other series of Preferred
Stock, if any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of ten percent (10%)
in number of shares of Preferred Stock outstanding shall be present in
person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock
of
-3-
<PAGE> 4
such voting right. At any meeting at which the holders of Preferred
Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of Directors as
may then exist up to two (2) Directors or, if such right is exercised
at an annual meeting, to elect two (2) Directors. If the number which
may be so elected at any special meeting does not amount to the
required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of Directors as shall be
necessary to permit the election by them of the required number.
After the holders of the Preferred Stock shall have exercised their
right to elect Directors in any default period and during the
continuance of such period, the number of Directors shall not be
increased or decreased except by vote of the holders of Preferred
Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series D Preferred
Stock.
(iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder
or stockholders owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock outstanding,
irrespective of series, may request, the calling of a special meeting
of the holders of Preferred Stock, which meeting shall thereupon be
called by the President, a Vice-President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at
which holders of Preferred Stock are entitled to vote pursuant to this
subparagraph (c)(iii) shall be given to each holder of record of
Preferred Stock by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation. Such
meeting shall be called for a time not earlier than 20 days and not
later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request,
such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent (10%)
of the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this subparagraph (c)(iii), no such
special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of
the stockholders.
(iv) In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of Directors until
the holders of Preferred Stock shall have exercised their right to
elect two (2) Directors voting as a class, after the exercise of which
right (x) the Directors so elected by the holders of Preferred Stock
shall continue in office until their successors shall have been
-4-
<PAGE> 5
elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided
in subparagraph (c)(ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders
of the class of stock which elected the Director whose office shall
have become vacant. References in this subparagraph (c) to Directors
elected by the holders of a particular class of stock shall include
Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x)
the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the
holders of Preferred Stock as a class shall terminate, and (z) the
number of Directors shall be such number as may be provided for in the
Articles of Incorporation or bylaws irrespective of any increase made
pursuant to the provisions of subparagraph (c)(ii) of this Section 3
(such number being subject, however, to change thereafter in any
manner provided by law or in the Articles of Incorporation or bylaws).
Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a
majority of the remaining Directors.
(d) Except as set forth herein, holders of Series D Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series D Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series D Preferred Stock
outstanding shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series D Preferred
Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series D Preferred Stock, except dividends paid ratably on the Series
D Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
-5-
<PAGE> 6
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series D Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series D Preferred Stock;
(iv) purchase or otherwise acquire for consideration any
shares of Series D Preferred Stock, or any shares of stock ranking on
a parity with the Series D Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by
the Board of Directors) to all holders of such shares upon such terms
as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under subparagraph (a)
of this Section 4, purchase or otherwise acquire such shares at such time and
in such manner.
Section 5. Reacquired Shares. Any shares of Series D Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All
such shares shall upon their cancellation become authorized but unissued shares
of Preferred Stock and may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (i) to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series D
unless, prior thereto, the holders of shares of Series D Preferred Stock shall
have received $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared to the date of
such payment, provided that the holders of shares of Series D Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares of Common
Stock, or (ii) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series D
Preferred Stock, except distributions made ratably on the Series D Preferred
Stock and all such parity stock in proportion to the total amounts to
-6-
<PAGE> 7
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the aggregate amount to which holders of shares of
Series D Preferred Stock were entitled immediately prior to such event under
the proviso in clause (i) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series D Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series D Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 8. No Redemption; No Sinking Fund.
(a) The shares of Series D Preferred Stock shall not be
redeemable.
(b) The shares of Series D Preferred Stock shall not be subject to
or entitled to the operation of a retirement or sinking fund.
Section 9. Ranking. The Series D Preferred Stock shall rank junior
to all other series of the Corporation's Preferred Stock as to the payment of
dividends and distribution of assets, unless the terms of any such series shall
provide otherwise.
Section 10. Amendment. The Articles of Incorporation shall not be
further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series D Preferred Stock so as to
affect them adversely without the
-7-
<PAGE> 8
affirmative vote of the holders of two-thirds or more of the outstanding shares
of Series D Preferred Stock, voting separately as a class.
Section 11. Fractional Shares. Series D Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series D Preferred Stock.
-8-
<PAGE> 9
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed in its corporate name on this 4th day of October, 1996.
CENTEX CORPORATION
By: /s/ LAURENCE E. HIRSCH
----------------------------
Laurence E. Hirsch, Chairman
of the Board and Chief
Executive Officer
Before me on this 4th day of October, 1996, personally appeared
Laurence E. Hirsch, Chairman of the Board and Chief Executive Officer of Centex
Corporation, and acknowledged to me that he executed the foregoing certificate
for the purposes therein expressed.
[Notarial Seal] /s/ WENDY N. MARTIN
---------------------------------------
Notary Public, State of Texas
Wendy N. Martin
---------------------------------------
Typed or Printed Name of Notary
Attest:
/s/ RAYMOND G. SMERGE
- --------------------------
Raymond G. Smerge, Vice President,
Chief Legal Officer and Secretary
Before me on this 4th day of October, 1996, personally appeared
Raymond G. Smerge, Vice President, Chief Legal Officer and Secretary of Centex
Corporation, and acknowledged to me that he executed the foregoing certificate
for the purposes therein expressed.
[Notarial Seal] /s/ WENDY N. MARTIN
---------------------------------------
Notary Public, State of Texas
Wendy N. Martin
---------------------------------------
Typed or Printed Name of Notary
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Centex
Corporation's December 31, 1996, Form 10-Q and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000018532
<NAME> CENTEX CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 73,981
<SECURITIES> 0
<RECEIVABLES> 957,597
<ALLOWANCES> 0
<INVENTORY> 1,063,126
<CURRENT-ASSETS> 0
<PP&E> 391,888
<DEPRECIATION> 188,357
<TOTAL-ASSETS> 2,600,521
<CURRENT-LIABILITIES> 0
<BONDS> 224,504
0
0
<COMMON> 7,196
<OTHER-SE> 795,968
<TOTAL-LIABILITY-AND-EQUITY> 2,600,521
<SALES> 2,833,121
<TOTAL-REVENUES> 2,833,121
<CGS> 2,648,537
<TOTAL-COSTS> 2,648,537
<OTHER-EXPENSES> 38,660
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,760
<INCOME-PRETAX> 119,164
<INCOME-TAX> 41,642
<INCOME-CONTINUING> 77,522
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77,522
<EPS-PRIMARY> 2.64
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from 3333 Holding
Corporation's December 31, 1996, Form 10-Q and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000818762
<NAME> 3333 HOLDING CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 7
<SECURITIES> 0
<RECEIVABLES> 7,879
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,653
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 686
<TOTAL-LIABILITY-AND-EQUITY> 8,653
<SALES> 1,331
<TOTAL-REVENUES> 1,331
<CGS> 1,116
<TOTAL-COSTS> 1,116
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 215
<INCOME-TAX> 0
<INCOME-CONTINUING> 215
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 215
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Centex
Development Company L.P.'s December 31, 1996, Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000818764
<NAME> CENTEX DEVELOPMENT COMPANY, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 680
<SECURITIES> 0
<RECEIVABLES> 3,093
<ALLOWANCES> 0
<INVENTORY> 39,330
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,384
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 35,478
<TOTAL-LIABILITY-AND-EQUITY> 46,384
<SALES> 7,945
<TOTAL-REVENUES> 7,945
<CGS> 7,251
<TOTAL-COSTS> 7,251
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 694
<INCOME-TAX> 0
<INCOME-CONTINUING> 694
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 694
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
