<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 75-0778259
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2728 NORTH HARWOOD RAYMOND G. SMERGE
DALLAS, TEXAS 75201 EXECUTIVE VICE PRESIDENT, CHIEF LEGAL
(214) 981-5000 OFFICER AND SECRETARY
(Address, including zip code, and CENTEX CORPORATION
telephone number, including area 2728 NORTH HARWOOD
code, of registrant's principal DALLAS, TEXAS 75201
executive offices) (214) 981-5000
(Name, address, including zip code, and
telephone number, including area code, of agent
for service)
---------------------------
Copy To:
JAMES R. PEACOCK III
THOMPSON & KNIGHT, P.C.
1700 PACIFIC AVENUE
DALLAS, TEXAS 75201
(214) 969-1700
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, $100,000,000 100% $100,000,000 $29,500
various series........................... aggregate
principal amount
====================================================================================================================
</TABLE>
<PAGE> 2
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
THE PROSPECTUS CONTAINED HEREIN RELATES TO THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-3
(FILE NO. 33-61223) PREVIOUSLY FILED WITH THE COMMISSION ON JULY 21, 1995.
<PAGE> 3
[Form of Prospectus Supplement. A Prospectus Supplement containing the
terms of [Debt Securities] being offered will be given to prospective investors
along with the Prospectus.]
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 199
[LOGO]
$
[DEBT SECURITIES]
CENTEX CORPORATION
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000
[Brief description of the [Debt Securities] to be completed at time of
offering.]
[Brief description of offering price of the [Debt Securities], including
price to the public of the [Debt Securities], the underwriter's discounts and
commissions and the net proceeds we are to receive, on both a per unit basis and
for the total amount of the offering.]
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus Supplement. Any representation to the
contrary is a criminal offense.
---------------------------
[UNDERWRITERS]
---------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 199 .
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Prospectus Supplement
<S> <C>
Use of Proceeds...................................................................................................3
Capitalization....................................................................................................3
[Ratings .........................................................................................................4
[Recent Developments..............................................................................................4
Description of [Debt Securities]..................................................................................4
General ................................................................................................4
Underwriting......................................................................................................4
Prospectus
About this Prospectus.............................................................................................2
Where You Can Find More Information...............................................................................2
The Company.......................................................................................................2
Use of Proceeds...................................................................................................3
Ratio of Earnings to Fixed Charges................................................................................3
Summary of Selected Financial Data................................................................................4
Description of Debt Securities....................................................................................5
General ................................................................................................5
Covenants................................................................................................6
Payment and Transfer.....................................................................................6
Senior Debt Securities...................................................................................6
Subordinated Debt Securities.............................................................................7
Global Certificates......................................................................................7
Events of Default........................................................................................8
Defeasance...............................................................................................9
Consolidation, Merger or Sale...........................................................................10
Modification of the Indentures..........................................................................10
Certificates and Opinions to Be Furnished to Trustee....................................................10
Report to Holders of Debt Securities....................................................................10
The Trustee.............................................................................................10
Ratings ...............................................................................................11
Plan of Distribution.............................................................................................11
By Agents...............................................................................................11
By Underwriters.........................................................................................11
Direct Sales............................................................................................11
General Information.....................................................................................11
Legal Opinions...................................................................................................12
Experts ........................................................................................................12
</TABLE>
S-2
<PAGE> 5
USE OF PROCEEDS
The net proceeds from the sale of the offered securities are estimated to
be approximately $ (after we pay underwriting discounts and expenses). We will
use these proceeds initially to repay short-term notes payable to banks and
commercial paper borrowings with a weighted average interest rate of
approximately %.
CAPITALIZATION
The following table sets forth the capitalization of Centex as of , 199
and as adjusted (unaudited) to give effect to the issuance of the [Debt
Securities] and the application of the proceeds as indicated under "Use of
Proceeds".
<TABLE>
<CAPTION>
, 199
-------------------------------------------------------------------
CENTEX CORPORATION
AND SUBSIDIARIES CENTEX CORPORATION FINANCIAL SERVICES
--------------------- ---------------------- --------------------
AS AS AS
ACTUAL ADJUSTED ACTUAL ADJUSTED ACTUAL ADJUSTED
------- --------- --------- ---------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Short-term debt(1)(5)(6)............................ $ $ $ $ $ $
Long-term debt(2)(5)................................
[Debt Securities], offered hereby...................
Subordinated debentures(3)..........................
Other indebtedness(4)...............................
Total debt..........................................
Stockholders' Equity:
Preferred stock, undesignated par value; authorized
5,000,000 shares; none issued...................
Common stock, $.25 par value; authorized 100,000,000
shares; shares outstanding(7)..........
Capital in excess of par value......................
Retained earnings...................................
Total stockholders' equity..........................
Total debt and stockholders' equity................. $ $ $ $ $ $
========= =========== ========== =========== ========== =
</TABLE>
- ----------
(1) Short-term debt of $ billion at , 199 included $ million in
commercial paper, $ million owed to banks and $ million owed to
other financial institutions. Centex borrows on a short-term basis from
banks under uncommitted lines which bear interest at prevailing money
market rates. The weighted average interest rate on such short-term debt
at , 199 was %.
(2) [Description of Centex's long term credit facilities with banks in effect
at time of offering.]
(3) In March 1987, Centex issued $100,000,000 of 8.75% subordinated notes
maturing March 1, 2007. These notes are not redeemable prior to maturity.
In June 1987, Centex issued $20,000,000 of 8.80% subordinated notes
maturing June 30, 2007. These notes were redeemed by Centex in April 1998.
In June 1995, Centex issued $100,000,000 of 7 3/8% subordinated notes
maturing June 1, 2005. These notes are not redeemable by Centex prior to
maturity. [Description of the priority of such indebtedness compared to
the offered Debt Securities and an appropriate cross reference to the
Prospectus.]
(4) Includes $2.1 million of convertible subordinated debt due in the year
2000.
(5) At , 199 , the total amount of Centex's outstanding debt that
would rank [senior to][equal to] the [Debt Securities] was approximately $
million, including approximately $ million of debt to Centex's
subsidiaries. See "Description of Debt Securities" in the accompanying
Prospectus.
(6) In an effort to be more meaningful, this table shows the capitalization of
Centex on a fully-consolidated basis, including the consolidated debt of
Centex's financial services operations, which include [CTX Mortgage
Company (Centex's mortgage banking subsidiary,)] [Centex Financial
Services, Inc.], and [Centex Home Equity Corporation (Centex's subprime
mortgage lender)]; the capitalization related to Centex's business
operations other than financial services operations; and the
capitalization related to Centex's financial services operations. Centex
also uses this format in presenting its consolidated balance sheets.
(7) At , 199 , Centex had shares of its common stock reserved for
issuance under its stock option plans, of which were subject to
outstanding options.
S-3
<PAGE> 6
[RATINGS
At the time of their issuance, the [Debt Securities] will be rated by
and by. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization.]
[RECENT DEVELOPMENTS
To be completed with additional information, if necessary.]
DESCRIPTION OF [DEBT SECURITIES]
You should read carefully the following description of the terms of the
[Debt Securities] along with the description of the general terms of the Debt
Securities set forth in the accompanying Prospectus.
GENERAL
[Terms to be completed at time of offering.]
UNDERWRITING
[Terms to be completed at time of offering.]
S-4
<PAGE> 7
================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT COVER.
[LOGO]
$
[DEBT SECURITIES]
----------
Prospectus Supplement
----------
[UNDERWRITERS]
____________, 1998
================================================================================
<PAGE> 8
SUBJECT TO COMPLETION, DATED OCTOBER 1, 1998
PROSPECTUS
[LOGO]
$100,000,000
DEBT SECURITIES
CENTEX CORPORATION
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000
----------
We may offer unsecured general obligations of our company in the form of
either senior or subordinated debt. Senior debt includes our notes, debt and
guarantees, which are for money borrowed and not subordinated. Subordinated
debt, designated at the time it is issued, is entitled to interest and principal
payments after the senior debt payments.
We will provide the specific terms of these securities in supplements to
this Prospectus. You should read this Prospectus and the supplements carefully
before you invest.
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
----------
The information in this Prospectus is incomplete and may be changed. We may
not sell these securities until a registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted. We may not use
this Prospectus to sell Debt Securities unless we also give prospective
investors a Prospectus Supplement.
----------
The date of this Prospectus is October , 1998.
<PAGE> 9
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $100,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading WHERE YOU CAN
FIND MORE INFORMATION.
We are complying with the SEC's plain English program. This is an
initiative launched by the SEC to make prospectuses and other information more
understandable to the general investor. To see more detail, you should read the
exhibits filed with this registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and
at 7 World Trade Center, Suite 1300, New York, New York 10048. Our SEC filings
are also available to the public over the Internet at the SEC's web site at
http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.
o Joint Annual Report on Form 10-K of Centex, 3333 Holding Corporation and
Centex Development Company, L.P. for the year ended March 31, 1998; and
o Joint Quarterly Report on Form 10-Q of Centex, 3333 Holding Corporation and
Centex Development Company, L.P. for the quarter ended June 30, 1998.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Centex Corporation
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
THE COMPANY
Centex Corporation is one of the nation's largest home builders, mortgage
lenders and general building contractors. We currently operate in five principal
business segments: Home Building, Investment Real Estate, Financial Services,
Construction Products and Contracting and Construction Services. The Home
Building business has expanded to include both Conventional Homes and
Manufactured Homes. The Conventional Homes operations currently involve the
construction and sale of single-family homes, town homes and low-rise
condominiums and also include the purchase and development of land. In March
1997, we entered into the Manufactured Homes business when we acquired
approximately 80% of the common stock of Cavco Industries, Inc. Manufactured
Homes operations include the manufacture of quality residential and park model
homes and their sale through company-owned retail outlets and
2
<PAGE> 10
a network of independent dealers. Investment Real Estate operations involve the
acquisition, development and sale of land, the development of industrial,
office, retail and other commercial projects and apartment complexes. Through
our Financial Services operations, we offer financing of conventional and
manufactured homes, home equity and sub-prime lending and the sale of title and
other insurance coverages. These activities include mortgage origination and
other related services for homes sold by our subsidiaries and by others. We also
manufacture cement, gypsum wallboard and ready-mix concrete for distribution and
sale through our Construction Products operations. Contracting and Construction
Services activities involve the construction of buildings for both private and
government interests, including office, commercial and industrial buildings,
hospitals, hotels, museums, libraries, airport facilities and educational
facilities. In April 1994, our construction products subsidiary, Centex
Construction Products, Inc. ("CXP"), completed an initial public offering of 51%
of its common stock. Principally as a result of stock repurchases by CXP, our
ownership interest in CXP was 56.4% as of June 30, 1998.
Our principal executive office is located at 2728 N. Harwood Street,
Dallas, Texas 75201, and our telephone number is (214) 981-5000.
USE OF PROCEEDS
Except as otherwise provided in the related Prospectus Supplement, the net
proceeds from the sale of the offered securities will be used for general
corporate purposes, and substantially all of the proceeds initially will be used
to repay short-term notes payable to banks and commercial paper borrowings.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30, FISCAL YEARS ENDED MARCH 31,
-------------- ------------------------------------------------
1998 1997 1998 1997 1996 1995 1994
---- ---- ----- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Centex (excluding financial services and
savings and loan operations)............... 10.89x 6.10x 5.86x 4.46x 2.56x 4.57x 2.80
Total enterprise .................................. 3.58x 3.29x 3.69x 3.28x 2.17x 3.23x 2.77x
</TABLE>
These computations include Centex Corporation, and except as otherwise
noted, our subsidiaries, and 50% or less owned companies. For these ratios,
"earnings" is determined by adding "fixed charges" (excluding interest
capitalized), income taxes, minority common stockholders' equity in net income
and amortization of interest capitalized to income from continuing operations
after eliminating equity in undistributed earnings and adding back losses of
companies in which at least 20% but less than 50% stock is owned. For this
purpose, "fixed charges" consists of (i) interest on all debt and amortization
of debt discount and expense, (ii) interest capitalized, and (iii) an interest
factor attributable to rentals.
3
<PAGE> 11
SUMMARY OF SELECTED FINANCIAL DATA
In the table below, we provide you with selected historical consolidated
financial data of Centex Corporation. We prepared this information using the
consolidated financial statements of Centex Corporation for each of the fiscal
years in the five-year period ended March 31, 1998, as well as for the
three-month periods ended June 30, 1998 and 1997. The financial statements as of
the dates indicated and for each of the fiscal years in the five-year period
ended March 31, 1998 have been audited by Arthur Andersen LLP, independent
public accountants. The financial statements for the three-month periods ended
June 30, 1998 and 1997 have not been audited.
When you read this selected historical consolidated financial data, you
should also read the historical financial statements and accompanying Notes that
Centex Corporation has included in its joint annual report on Form 10-K for the
year ended March 31, 1998 and its joint quarterly report on Form 10-Q for the
three months ended June 30, 1998. (You can obtain these reports by following the
instructions we provide under "Where You Can Find More Information" on page 2.)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30, FISCAL YEARS ENDED MARCH 31,
--------------------------- --------------------------------------------------------------------
1998 1997 1998 1997 1996 1995 1994
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues (1)................... $ 1,110,606 $ 861,375 $ 3,975,450 $ 3,784,991 $ 3,102,987 $ 3,277,504 $ 3,039,709
Net earnings (2)............... 48,161 27,010 144,806 106,563 53,365 92,248 85,162
Total assets................... 3,854,893 2,836,826 3,416,219 2,678,829 2,336,966 2,049,698 2,580,356
Total long-term debt, including
debentures (3).............. 208,431 240,530 237,715 236,769 321,002 222,530 222,832
Total debt (3)................. 475,877 400,530 311,538 283,769 408,253 427,381 429,470
Deferred income tax (asset)
liability (3)............... (124,398) (192,869) (144,090) (195,983) 16,085 27,795 35,088
Stockholders' equity........... 1,034,460 866,942 991,172 835,777 772,836 668,227 668,659
Total debt as a percent of total
capitalization (total debt,
deferred income tax
liability, negative goodwill,
minority interest and
stockholders' equity) (3)... 27.7% 29.4% 20.3% 20.9% 35.6% 38.0% 37.9%
</TABLE>
- ----------
(1) As a result of CXP's repurchases of its own stock during the June 30, 1996
quarter, Centex's ownership interest in CXP increased to more than 50%
(and principally as a result of additional repurchases by CXP, 56.4% as of
June 30, 1998). 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 earnings. Had CXP's revenues
been consolidated for the years ended March 31, 1996, 1995 and 1994,
Centex's consolidated revenues for those years would have increased by
$222,594, $194,313 and $166,826, respectively.
(2) Net earnings for the fiscal year ended March 31, 1995 include a
nonrecurring gain of $37.5 million realized in connection with an initial
public offering of 51% of CXP's common stock.
(3) Excludes debt and deferred income taxes of the financial services
subsidiaries and discontinued savings and loan operations. Reference is
made to Note 6 under "Capitalization" in the accompanying Prospectus
Supplement and to the consolidated balance sheet and Note (A) to the
Company's Consolidated Financial Statements incorporated by reference in
the joint annual report on Form 10-K of Centex for the year ended March
31, 1998, which annual report on Form 10-K is incorporated by reference.
4
<PAGE> 12
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be our direct unsecured general obligations. The
Debt Securities will be either senior debt securities or subordinated debt
securities. The Debt Securities will be issued under one or more separate
indentures between us and Chase Bank of Texas, National Association (f/k/a Texas
Commerce Bank, National Association) as Trustee. Senior Debt Securities will be
issued under a "Senior Indenture" and Subordinated Debt Securities will be
issued under a "Subordinated Indenture". Together the Senior Indentures and the
Subordinated Indentures are called "Indentures". As used in this section of the
Prospectus, unless the context otherwise requires, "debt securities" in lower
case letters shall mean all debt securities issued or issuable, as the case may
be, under the respective Indentures, and "Debt Securities" with initial capital
letters shall mean the Debt Securities covered by this Prospectus and any
accompanying Prospectus Supplement.
We have summarized selected provisions of the Indentures below. The summary
is not complete. The forms of the Indentures have been filed as exhibits to the
registration statement and you should read the Indentures for provisions that
may be important to you. In the summary below, we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Capitalized terms used in the following summary have the meanings
specified in the Indentures unless otherwise defined below.
GENERAL
Because we are a holding company that conducts all of our operations
through our subsidiaries, holders of Debt Securities will generally have a
junior position to claims of creditors of our subsidiaries, including trade
creditors, debtholders, secured creditors, taxing authorities, guarantee holders
and any preferred stockholders. All of our operating subsidiaries have ongoing
corporate debt programs used to finance their business activities. As of June
30, 1998, our subsidiaries had approximately $1.3 billion of outstanding debt.
Moreover, our ability to pay principal and interest on the Debt Securities is,
to a large extent, dependent upon our receiving dividends, interest or other
amounts from our subsidiaries. The Indentures under which the Debt Securities
are to be issued do not contain any limitation on our ability to incur
additional debt or on our subsidiaries' ability to incur additional debt to us
or to unaffiliated third parties. In addition, in connection with managing our
working capital needs, from time to time we borrow funds and lend funds to our
subsidiaries. Our indebtedness to our subsidiaries will rank equally in right of
payment to Senior Debt Securities and senior in right of payment to Subordinated
Debt Securities.
A prospectus supplement and a supplemental indenture relating to any series
of Debt Securities being offered will include specific terms relating to the
offering. These terms will include some or all of the following:
o The title, type and amount of the Debt Securities;
o The total principal amount and priority of the Debt Securities;
o The percentage of the principal amount at which the Debt Securities will be
issued and any payments due if the maturity of the Debt Securities is
accelerated;
o The dates on which the principal of the Debt Securities will be payable;
o The interest rate which the Debt Securities will bear and the interest
payment dates for the Debt Securities;
o Any optional redemption periods;
o Any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the Debt Securities;
o Any provisions granting special rights to holders when a specified event
occurs;
o Any changes to or additional Events of Defaults or covenants;
5
<PAGE> 13
o Any special tax implications of the Debt Securities, including provisions
for Original Issue Discount Securities, if offered; and
o Any other terms of the Debt Securities.
None of the Indentures limits the amount of Debt Securities that may be
issued. Each Indenture allows Debt Securities to be issued up to the principal
amount that may be authorized by us and may be in any currency or currency unit
designated by us.
Debt Securities of a series may be issued in registered, bearer, coupon or
global form.
COVENANTS
Under the Indentures, we will:
o pay the principal, interest and any premium on the Debt Securities when
due;
o maintain a place of payment;
o deliver a report to the Trustee at the end of each fiscal year reviewing
our obligations under the Indentures; and
o deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or any premium.
PAYMENT AND TRANSFER
Unless designated otherwise, principal, interest and any premium on fully
registered securities will be paid in Dallas, Texas. Payment will be made by
check mailed to the persons in whose names the Debt Securities are registered on
days specified in the Indentures or any prospectus supplement. Debt Securities
payments in other forms will be paid at a place designated by us and specified
in a prospectus supplement. Fully registered securities may be transferred or
exchanged at the corporate trust office of the Trustee or at any other office or
agency maintained by us for such purposes, without the payment of any service
charge except for any tax or governmental charge. (Sections 2.04, 2.06 and 5.07)
SENIOR DEBT SECURITIES
Generally speaking, Senior Debt Securities will rank equally with all of
our other Senior Debt and unsubordinated debt. As of June 30, 1998, the total
amount of our debt that would rank equally with Senior Debt Securities was
approximately $553.1 million, including approximately $285.6 million of debt to
our subsidiaries. All series of Senior Debt Securities issued under the Senior
Indenture will rank equally in right of payment with each other and with such
senior notes. Any additional senior debt securities would rank equally in right
of payment with the Senior Debt Securities offered hereby. Further, the Senior
Indenture does not prohibit us from issuing additional debt securities that may
rank equally in right of payment to the Senior Debt Securities.
Any Senior Debt Securities offered pursuant to the Senior Indenture will be
senior in right of payment to our $100,000,000 of 8.75% subordinated notes due
March 1, 2007 and $100,000,000 of 7-3/8% subordinated notes due June 1, 2005,
all issued under the Subordinated Indenture.
"Senior Debt" is defined to include all notes or other unsecured evidences
of indebtedness including guarantees of Centex for money borrowed by us, not
expressed to be subordinate or junior in right of payment to any other
indebtedness of Centex.
6
<PAGE> 14
SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will have a junior position to all of our
Senior Indebtedness. Under the Subordinated Indenture, payment of the principal,
interest and any premium on the Subordinated Debt Securities will generally be
subordinated and junior in right of payment to the prior payment in full of all
Senior Debt. The Subordinated Indenture provides that no payment of principal,
interest and any premium on the Subordinated Debt Securities may be made in the
event:
o of any insolvency, bankruptcy or similar proceeding involving us or our
property, or
o we fail to pay the principal, interest, any premium or any other amounts on
any Senior Debt when due.
The Subordinated Indenture will not limit the amount of Senior Debt that we
may incur.
The Subordinated Indenture provides that the Subordinated Debt Securities
are equal in priority to a $2,100,000 convertible subordinated note due in the
year 2000, are entitled to similar rights of subrogation and are otherwise not
superior in right of payment to such note. (Subordinated Indenture Section
3.02.) All series of Subordinated Debt Securities as well as other series of
subordinated debt securities issued under the Subordinated Indenture, including
our $100,000,000 8.75% subordinated notes due March 1, 2007 and our $100,000,000
7-3/8% subordinated notes due June 1, 2005, will rank equally with each other in
right of payment.
Except as discussed below, the Subordinated Indenture prohibits us from
making any payment of principal of or premium, if any, or interest on, or
sinking fund requirements for, the Subordinated Debt Securities during the
continuance of any default in respect of certain Senior Debt or any default
under any agreement pursuant to which the Senior Debt was issued beyond the
period of grace, unless and until such default on the Senior Debt is cured or
waived. (Subordinated Indenture Section 3.02.)
Except as discussed below, upon any distribution of our assets in
connection with any dissolution, winding up, liquidation, reorganization,
bankruptcy or other similar proceeding relative to us, our creditors or our
property, the holders of all Senior Debt will first be entitled to receive
payment in full of the principal thereof and premium, if any, and interest due
thereon before the holders of the Subordinated Debt Securities are entitled to
receive any payment of the principal of and premium, if any, or interest on the
Subordinated Debt Securities. (Subordinated Indenture Section 3.02.) Because of
this subordination, if we become insolvent, our creditors who are not holders of
Senior Debt or of the Subordinated Debt Securities may recover less, ratably,
than holders of Senior Debt but may recover more, ratably, than holders of the
Subordinated Debt Securities.
GLOBAL CERTIFICATES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with a depository
identified in a prospectus supplement.
The specific terms of the depository arrangements with respect to any Debt
Securities of a series will be described in a prospectus supplement.
Unless otherwise specified in a prospectus supplement, Debt Securities
issued in the form of a global certificate to be deposited with a Depository
will be represented by a global certificate registered in the name of the
depository or its nominee. Upon the issuance of a global certificate in
registered form, the Depository for the global certificate will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by the global certificate to the accounts of
institutions that have accounts with the Depository or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of the Debt Securities or by us, if the Debt Securities
are offered and sold directly by us. Ownership of beneficial interests in a
global certificate will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in a global certificate will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depository or its nominee for the global certificate. Ownership of
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<PAGE> 15
beneficial interests in a global certificate by persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global certificate.
So long as the Depository for a global certificate in registered form, or
its nominee, is the registered owner of the global certificate, the Depository
or its nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities of the series represented by the global certificate for
all purposes under the Indentures. Except as set forth below, owners of
beneficial interests in a global certificate will not be entitled to have Debt
Securities of the series represented by the global certificate registered in
their names, will not receive or be entitled to receive physical delivery of
Debt Securities in definitive form, and will not be considered the owners or
holders of the global certificate under the applicable Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities of a series registered in the name of or held by a Depository or its
nominee will be made to the Depository or its nominee, as the case may be, as
the registered owner or the holder of a global certificate representing the
Debt Securities. None of Centex, the Trustee, any Paying Agent, or the
applicable Debt Security Registrar for the Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global
certificate for such Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
We expect that the Depository for Debt Securities of a series, upon receipt
of any payment of principal, premium or interest in respect of a permanent
global certificate, will credit immediately participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of the global certificate as shown on the records of the
Depository. We also expect that payments by participants to owners of beneficial
interests in a global certificate held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and such payments will be the responsibility of the
participants. However, we have no control over the practices of the Depository
and/or the participants and there can be no assurance that these practices will
not be changed.
Unless it is exchanged in whole or in part for Debt Securities in
definitive form, a global certificate may generally be transferred only as a
whole unless it is being transferred to certain nominees of the Depository.
Unless otherwise stated in any prospectus supplement, The Depository Trust
Company, New York, New York will act as Depository. Beneficial interests in
global certificates will be shown on, and transfers of global certificates will
be effected only through, records maintained by The Depository Trust Company and
its participants.
EVENTS OF DEFAULT
"Event of Default" when used in an Indenture will mean any of the
following:
o failure to pay the principal or any premium on any Debt Security when due;
o failure to deposit any sinking fund payment when due;
o failure to pay interest on any Debt Security for 30 days;
o failure to perform any other covenant in the Indenture that continues for
60 days after being given written notice;
o certain events in bankruptcy, insolvency or reorganization of Center; or
o any other Event of Default included in any Indenture or supplemental
indenture. (Section 7.01.)
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<PAGE> 16
An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under an Indenture. The Trustee may withhold notice to the
holders of Debt Securities of any default (except in the payment of principal or
interest) if it considers such withholding of notice to be in the best interests
of the holders.
If an Event of Default for any series of Debt Securities occurs and
continues, the Trustee or the holders of at least 25% of the total principal
amount of the Debt Securities of the series may declare the entire principal of
that series due and payable immediately. (Section 7.01.) If this happens,
subject to certain conditions, the holders of a majority of the aggregate
principal amount of the Debt Securities of that series can void the declaration.
(Section 7.01.) The Trustee will not be charged with knowledge of any Event of
Default other than our failure to make principal and interest payments unless
actual written notice is received by the Trustee. (Section 7.01.)
The Indentures limit the right to institute legal proceedings. No holder of
any Debt Securities will have the right to bring a claim under an Indenture
unless (i) the holder has given written notice of default to the Trustee; (ii)
the holders of not less than 25% of the aggregate principal amount of Debt
Securities of such series shall have made a written request to the Trustee to
bring the claim and furnished the Trustee such reasonable indemnification as it
may require; (iii) the Trustee has not commenced such action within 60 days of
receipt of such notice and indemnification; and (iv) no direction inconsistent
with such request has been given to the Trustee by the holders of not less than
a majority of the aggregate principal amount of the Debt Securities of the
series then outstanding. Subject to applicable law and any applicable
subordination provisions, the holders of Debt Securities may enforce payment of
the principal of or premium, if any, or interest on their Debt Securities. No
holder of Debt Securities of a particular series has the right to prejudice the
rights or obtain priority or preference over the rights of any other holder of
Debt Securities of such series. (Section 7.04.)
The holders of a majority in aggregate principal amount of any series of
Debt Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any power
conferred on the Trustee, provided, however, that the Trustee may decline to
follow such direction if, being advised by counsel, the Trustee determines that
the action may not lawfully be taken, or if the Trustee in good faith determines
that the action would be unduly prejudicial to the holders of the Debt
Securities not taking part in the action or would involve the Trustee in
personal liability. (Section 7.06.)
Each Indenture provides that, in case an Event of Default in respect of a
particular series of Debt Securities has occurred, the Trustee is to use the
degree of care of a prudent man in the conduct of his own affairs. (Section
8.01.) Subject to such provisions, the Trustee is under no obligation to
exercise any of its rights or power under the Indenture at the request of any of
the holders of the Debt Securities of such series unless they have furnished to
the Trustee reasonable security or indemnity. (Section 8.02.)
We will be required to furnish to the Trustee an annual statement as to the
fulfillment by Centex of all of our obligations under the relevant Indenture.
(Section 5.06.)
DEFEASANCE
We will be discharged from our obligations on the Debt Securities of any
series at any time we deposit with the Trustee sufficient cash or government
securities to pay the principal, interest, any premium and any other sums due to
the stated maturity date or a redemption date of the Debt Securities of the
series. If this happens, the holders of the Debt Securities of the series will
not be entitled to the benefits of the Indenture except for registration of
transfer and exchange of Debt Securities and replacement of lost, stolen or
mutilated Debt Securities. (Section 13.01.)
Under Federal income tax law as of the date of this prospectus, a discharge
may be treated as an exchange of the related Debt Securities. Each holder might
be required to recognize a gain or loss equal to the difference between the
holder's cost or other tax basis for the Debt Securities and the value of the
holder's interest in the trust. Holders might be required to include as income a
different amount than would be includable without the discharge. We urge you to
consult your tax adviser as to the consequences of a discharge, including the
applicability and effect of tax laws other than the Federal income tax law.
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<PAGE> 17
CONSOLIDATION, MERGER OR SALE
Each Indenture generally permits us to consolidate or merge with
another corporation. The Indentures also permit us to sell all or
substantially all of our property and assets. If this happens, the remaining or
acquiring corporation shall assume all of our responsibilities and liabilities
under the Indentures including the payment of all amounts due on the Debt
Securities and performance of the covenants in the Indentures.
However, we will only consolidate or merge with or into any other
corporation or sell all or substantially all of our assets according to the
terms and conditions of the Indentures. The remaining or acquiring corporation
will be substituted for us in the Indentures with the same effect as if it had
been an original party to the Indenture. Thereafter, the successor corporation
may exercise our rights and powers under any Indenture, in our name or in its
own name. Any act or proceeding required or permitted to be done by our Board of
Directors or any of our officers may be done by the board or officers of the
successor corporation. (Article Twelve.)
MODIFICATION OF THE INDENTURES
Under each Indenture our rights and obligations and the rights of the
holders may be modified with the consent of the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by the modification. We cannot modify the principal or interest
payment terms, or reduce the percentage required for modification, against any
holder without its consent. We may also enter into supplemental indentures with
the Trustee, without obtaining the consent of the holders of any series of Debt
Securities, to cure any ambiguity or to correct or supplement any provision of
an Indenture or any supplemental indenture which may be defective or
inconsistent with any other provision, to pledge any property to or with the
Trustee or to make any other provisions with respect to matters or questions
arising under the Indentures, provided that such action shall not adversely
affect the interests of the holders of the Debt Securities. Supplemental
indentures may also be entered into without the consent of holders of any
series of Debt Securities to set forth the terms of additional series of Debt
Securities, to evidence the succession of another person to our obligations
under the Indenture or to add to our covenants. (Article Eleven.)
CERTIFICATES AND OPINIONS TO BE FURNISHED TO TRUSTEE
Each Indenture provides that, in addition to other certificates or opinions
that may be specifically required by other provisions of an Indenture, every
application by us for action by the Trustee shall be accompanied by a
certificate of certain of our officers and an opinion of counsel (who may be our
counsel) stating that, in the opinion of the signers, all conditions precedent
to such action have been complied with. (Section 15.07.)
REPORT TO HOLDERS OF DEBT SECURITIES
We will provide audited financial statements annually to holders of Debt
Securities. (Section 6.03.) The Trustee is required to submit an annual report
to the holders of the Debt Securities regarding, among other things, the
Trustee's eligibility to serve as such, the priority of the Trustee's claims
regarding certain advances made by it, and any action taken by the Trustee
materially affecting the Debt Securities.
THE TRUSTEE
Chase Bank of Texas, National Association, whose Corporate Trust Office is
located at 2200 Ross Avenue, Fifth Floor, Dallas, Texas 75201, will be the
Trustee under the Subordinated Indenture and the Senior Indenture. Chase Bank of
Texas, National Association also serves as Trustee with respect to our
$100,000,000 8.75% subordinated notes due March 1, 2007 and our $100,000,000
7-3/8% subordinated notes due June 1, 2005, all previously issued under the
Subordinated Indenture, as supplemented by a Subordinated Indenture Supplement
dated as of March 12, 1987 and a Subordinated Indenture Supplement dated as of
June 9, 1995, respectively.
Pursuant to applicable provisions of the Indentures and the Trust Indenture
Act of 1939, as amended, governing trustee conflicts of interest, any uncured
Event of Default with respect to any series of Senior Debt Securities will force
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<PAGE> 18
the Trustee to resign as trustee under either the Subordinated Indenture or the
Senior Indenture. Likewise, any uncured Event of Default with respect to any
series of Subordinated Debt Securities will force the Trustee to resign as
trustee under either the Senior Indenture or the Subordinated Indenture. Any
resignation will require the appointment of a successor trustee under the
applicable Indenture in accordance with the terms and conditions.
Centex and its affiliates maintain other banking relationships in the
ordinary course of business with the Trustee and its affiliates.
The Trustee may resign or be removed by us with respect to one or more
series of Debt Securities and a successor trustee may be appointed to act with
respect to any such series. The holders of a majority in aggregate principal
amount of the Debt Securities of any series may remove the Trustee with respect
to the Debt Securities of such series. (Section 8.10.)
Each Indenture contains certain limitations on the right of the Trustee
thereunder, in the event that it becomes a creditor of the Company, to obtain
payment of claims in certain cases, or to realize on certain property received
in respect of any such claim as security or otherwise. (Section 8.13.)
RATINGS
Particular series of Debt Securities may be rated by one or more nationally
recognized statistical rating agencies. The rating agency or agencies and rating
or ratings to be assigned with respect to a series of Debt Securities will be
specified in the prospectus supplement for the series of Debt Securities.
PLAN OF DISTRIBUTION
We may sell the offered securities (a) through agents; (b) through
underwriters or dealers; or (c) directly to one or more purchasers.
BY AGENTS
Offered securities may be sold through agents designated by us. The agents
agree to use their reasonable best efforts to solicit purchases for the period
of their appointment.
BY UNDERWRITERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. The underwriters will be obligated to purchase
all the securities of the series offered if any of the securities are purchased.
Any initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
DIRECT SALES
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of
1933 (the "Act"), and any discounts or commissions received by them from us and
any profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Act. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
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<PAGE> 19
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL OPINIONS
Raymond G. Smerge, Esq., our Executive Vice President, Chief Legal
Officer and Secretary, will issue an opinion about the legality of the offered
securities for us. Certain legal matters in connection with the offered
securities will be passed upon for us by Thompson & Knight, P.C., Dallas, Texas,
our special counsel. Any underwriters will be advised about other issues
relating to any offering by their own legal counsel.
EXPERTS
Arthur Andersen LLP, independent accountants, audited our financial
statements and schedules incorporated by reference in this prospectus and
elsewhere in the registration statement. These documents are incorporated by
reference herein in reliance upon the authority of Arthur Andersen as experts in
accounting and auditing in giving the report.
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<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
<S> <C>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee.................................................... $ 29,500
Trustee's fees and expenses (including legal fees)...................... 20,000
Accounting fees and expenses............................................ 25,000
Legal fees and expenses................................................. 25,000
Printing expenses....................................................... 10,000
Blue Sky fees and expenses (including legal fees)....................... 10,000
Rating Agency fees...................................................... 65,000
Miscellaneous........................................................... 5,500
------------
Total................................................................... $ 190,000
============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Nevada corporation. Pursuant to the provisions of
Section 78.751 of the Nevada General Corporation Law (the "NGCL"), every Nevada
corporation has authority to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause or belief his conduct was unlawful.
Under Nevada law, the Registrant also has the authority to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation, to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust of other
enterprise against expenses including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification shall be made, however, for any claim, issue or
matter as to which a person has been adjudged by a court of competent
jurisdiction to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court determines that
in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
To the extent any person referred to in the two immediately preceding
paragraphs is successful on the merits or otherwise in defense of any action,
suit or proceeding, the NGCL provides that such person must be indemnified by
the corporation against expenses including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
Section 78.751 of the NGCL requires the corporation to obtain a
determination that any discretionary indemnification is proper under the
circumstances. Such a determination must be made by the corporation's
stockholders; its board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding; or under
certain circumstances, by independent legal counsel. The Articles of
Incorporation of the Registrant provide for indemnification of its directors and
officers to the extent provided by Nevada law.
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In addition, Section 78.037 of the NGCL permits Nevada corporations to
include in their articles of incorporation a provision eliminating the personal
liability of their directors and officers, to the corporation or stockholders,
for damages resulting from their breach of fiduciary duties. An amendment to the
Articles of Incorporation of the Registrant was adopted by its stockholders at
the annual meeting held on July 15, 1987 in order to effect the permitted
limitation on liability. This limitation on liability is also reflected in the
Bylaws of the Registrant.
The Bylaws of the Registrant provide that the corporation shall
indemnify its directors, officers, employees and agents to the fullest extent
provided by the NGCL and its Articles of Incorporation. In addition, the Bylaws
of the Registrant provide for indemnification to the same extent of any
director, officer or employee of the corporation who serves in any fiduciary
capacity with respect to any profit sharing, pension or other type of welfare
plan or trust for the benefit of employees of the corporation or its
subsidiaries.
Reference is also made to the indemnification provisions of Section 8
of the form Underwriting Agreement filed as Exhibit 1.1 hereto for provisions
relating to the indemnification of directors, officers and controlling persons
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
The Registrant has entered into indemnification contracts with its
directors and may enter into similar contracts from time to time with certain
officers and employees of the Registrant and its subsidiaries who are not
directors of the Registrant. The general effect of the indemnification contracts
is to provide that the indemnitees shall be indemnified to the fullest possible
extent permitted by the law against all expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in any action or proceeding, including any action by or in the right of
the Registrant, by reason of their service in the foregoing capacities. The
provisions of the aforementioned indemnification contracts were approved by the
Registrant's stockholders at the annual meeting of stockholders held on July 16,
1986.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text of
the statute, articles of incorporation, bylaws, agreements and insurance
policies referred to above and are qualified in their entirety by reference
thereto.
ITEM 16. EXHIBITS
The information required by this Item 16 is set forth in the Index to
Exhibits accompanying this Registration Statement.
ITEM 17. UNDERTAKINGS
(a) Rule 415 offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registrant
Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Acceleration of effectiveness.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 15, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) Rule 430A offering.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, as of September 30,
1998.
CENTEX CORPORATION
(Registrant)
By: /s/ Laurence E. Hirsch
-------------------------------------
Laurence E. Hirsch
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Laurence E. Hirsch, and David W. Quinn, or any of them,
as attorney-in-fact to execute in the name and on behalf of each such person
individually and in each capacity stated below and to file any amendments to
this Registration Statement, including any and all pre-effective and
post-effective amendments, with all exhibits thereto and other documents in
connection therewith.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
<S> <C> <C>
/s/ Laurence E. Hirsch Chairman of the Board and September 30, 1998
- ----------------------------------------- Chief Executive Officer;
Laurence E. Hirsch Director
(Principal Executive Officer)
/s/ David W. Quinn Vice Chairman of the Board and September 30, 1998
- ----------------------------------------- Chief Financial Officer;
David W. Quinn Director
(Principal Financial Officer)
/s/ Barry G. Wilson Controller September 30, 1998
- ----------------------------------------- (Principal Accounting Officer)
Barry G. Wilson
/s/ Alan B. Coleman Director September 30, 1998
- -----------------------------------------
Alan B. Coleman
Director
- -----------------------------------------
Dan W. Cook III
</TABLE>
II-4
<PAGE> 24
<TABLE>
<CAPTION>
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
<S> <C> <C>
/s/ Juan L. Elek
- -----------------------------------------
Juan L. Elek Director September 30, 1998
/s/ Clint W. Murchison, III Director September 30, 1998
- -----------------------------------------
Clint W. Murchison, III
/s/ Charles H. Pistor Director September 30, 1998
- -----------------------------------------
Charles H. Pistor
/s/ Paul R. Seegers Director September 30, 1998
- -----------------------------------------
Paul R. Seegers
/s/ Paul T. Stoffel Director September 30, 1998
- -----------------------------------------
Paul T. Stoffel
</TABLE>
II-5
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQ. NO.
NUMBER Page
------ -----
<S> <C> <C>
1.1 Form of Underwriting Agreement, including form of Pricing
Agreement (filed as Exhibit 1.1 to the Registrant's Form S-3
Registration Statement (File No. 33-61223), and incorporated
herein by reference)
4.1 Restated Articles of Incorporation of the Registrant (filed as
Exhibit 4.1 to the Joint Registration Statement (File No.
333-55717) of the Registrant, 3333 Holding Corporation and Centex
Development Company, L.P. on Form S-8, and incorporated herein by
reference)
4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the Joint
Annual Report of the Registrant, 3333 Holding Corporation and
Centex Development Company, L.P. on Form 10-K for the fiscal year
ended March 31, 1993, and incorporated herein by reference)
4.3 Form of Indenture with respect to Senior Debt Securities ("Senior
Indenture"), including form of Senior Debt Security, to be entered
into between the Registrant and Chase Bank of Texas, N.A., as
Trustee (filed as Exhibit 4.3 to the Registrant's Form S-3
Registration Statement (File No. 33-61223), and incorporated
herein by reference)
4.4 Form of Indenture Supplement to Senior Indenture (filed as Exhibit
4.4 to the Registrant's Form S-3 Registration Statement (File No.
33-61223), and incorporated herein by reference)
4.5 Indenture with respect to Subordinated Debt Securities
("Subordinated Indenture"), including form of Subordinated Debt
Security, dated as of March 12, 1987, between the Registrant and
Texas Commerce Bank National Association, as Trustee (filed as
Exhibit 4.7 to the 1993 10-K, and incorporated herein by
reference)
4.6 Form of Indenture Supplement to Subordinated Indenture (filed as
Exhibit 4.4 to the Registrant's Form S-3 Registration Statement
(File No. 33-8928), and incorporated herein by reference)
5.1 Opinion of Raymond G. Smerge, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Raymond G. Smerge, Esq. (contained in his opinion filed
as Exhibit 5.1)
24.1 Power of attorney of certain signatories (contained on signature
page included in Part II of the Registration Statement)
25.1 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939, as amended, with respect to Trustee
for Senior Debt Securities
25.2 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939, as amended, with respect to Trustee
for Subordinated Debt Securities
99.1 Form of Prospectus Supplement (contained in Part I of this
Registration Statement)
</TABLE>
II-6
<PAGE> 1
Exhibit 5.1
October 1, 1998
Centex Corporation
2728 North Harwood
Dallas, Texas 75201
Re: SENIOR AND SUBORDINATED DEBT SECURITIES
Gentlemen:
I am Executive Vice President, Chief Legal Officer and Secretary of
Centex Corporation, a Nevada corporation (the "Company"), and have acted in such
capacities in connection with the proposed issuance and sale by the Company of
up to $100,000,000 aggregate principal amount of various series of debt
securities, which may be senior debt securities or subordinated debt securities
(collectively, "Debt Securities"), to certain underwriters to be named later
(the "Underwriters"), such sales to be made in accordance with the terms of an
Underwriting Agreement (the "Underwriting Agreement") to be entered into by the
Company and a representative or representatives of the Underwriters (the
"Representative"), in substantially the form filed as an Exhibit to the
Registration Statement (as such term is hereinafter defined), and a Pricing
Agreement (the "Pricing Agreement") with respect to each series of Debt
Securities to be entered into by the Company and the Representative, on behalf
of itself and the other Underwriters, if any, named therein, in substantially
the form filed as an Exhibit to the Registration Statement. Each series of Debt
Securities will be issued under:
(i) an Indenture (the "Senior Indenture") to be entered into
by and between the Company and Chase Bank of Texas, National
Association, as trustee (the "Senior Trustee"), relating to the
Company's senior debt securities, various series (the "Senior Debt
Securities"), a form of which Senior Indenture is incorporated by
reference as an Exhibit to the Registration Statement, or
(ii) an Indenture (the "Subordinated Indenture") dated as of
March 12, 1987, by and between the Company and Texas Commerce Bank
National Association, as trustee (the "Subordinated Trustee"), relating
to the Company's subordinated debt securities, various series (the
"Subordinated Debt Securities"), which Subordinated Indenture is
incorporated by reference as an Exhibit to the Registration Statement,
and in either case a Supplemental Indenture (the "Supplemental Indenture") with
respect to each series of Senior or Subordinated Debt Securities to be entered
into by the Company and the Senior Trustee or the Subordinated Trustee, as
applicable, in substantially the forms filed or incorporated by reference as
Exhibits to the Registration Statement.
As Executive Vice President, Chief Legal Officer and Secretary of the
Company, I have participated in and am familiar with the corporate proceedings
of the Company relating to the
<PAGE> 2
Centex Corporation
October 1, 1998
Page 2
preparation of the Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on this date (the
"Registration Statement"), providing for the registration of the Debt Securities
for sale to the Underwriters from time to time under the Securities Act of 1933,
as amended (the "1933 Act"), and Rule 415 promulgated thereunder.
In connection with the foregoing, I have researched such questions of
law and examined the originals or copies of the Registration Statement, the
Subordinated Indenture, and the forms of Underwriting Agreement, Pricing
Agreement, Senior Indenture and Supplemental Indentures filed or incorporated by
reference as Exhibits to the Registration Statement, and such corporate records,
agreements or other instruments of the Company and other instruments and
documents as I have deemed relevant and necessary to require as a basis for the
opinion hereinafter expressed. As to various questions of fact material to such
opinion, I have, where relevant facts were not independently established, relied
upon statements of other officers of the Company, who I believe to be
responsible.
Based upon the foregoing and in reliance thereon, I advise you that in
my opinion when (i) the series designation with respect to a series of Debt
Securities to be sold by the Company to the Underwriters and the other matters
relating thereto shall have been approved by the Board of Directors of the
Company (or a duly appointed committee thereof), (ii) the Registration Statement
shall have become effective under the 1933 Act, (iii) the Underwriting
Agreement, Pricing Agreement, Senior Indenture, if applicable, and Supplemental
Indenture with respect to such series of Debt Securities shall have been
authorized, executed and delivered by the parties thereto in substantially the
forms filed or incorporated by reference, as the case may be, as Exhibits to the
Registration Statement, and (iv) the Debt Securities of such series shall have
been issued, executed, authenticated, delivered and sold in accordance with the
provisions of the Senior Indenture or the Subordinated Indenture, as applicable,
and the Underwriting Agreement, Pricing Agreement and Supplemental Indenture
relating to the Debt Securities of such series, the Debt Securities of such
series will be validly issued and will constitute valid and binding obligations
of the Company enforceable against the Company in accordance with their terms,
except as enforcement thereof may be limited by equitable principles which may
limit the availability of certain equitable remedies (such as specific
performance) in certain instances and applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws related to or affecting creditors'
rights generally.
The opinion expressed above is subject to the qualification that I am a
member of the Bar of the State of Texas and such opinion is limited to the laws
of the State of Texas, the United States of America and, to the extent relevant
to the opinion expressed above, the General Corporation Law of the State of
Nevada (based solely upon a reading of such statute and without consideration of
any judicial or administrative interpretations thereof).
<PAGE> 3
Centex Corporation
October 1, 1998
Page 3
I hereby consent to the reference to myself under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Registration Statement. The
foregoing, however, shall not constitute an admission by me that I am an expert
as provided for in Sections 7 and 11 of the 1933 Act.
Very truly yours,
/s/ RAYMOND G. SMERGE
--------------------------------------
Raymond G. Smerge
Executive Vice President, Chief Legal
Officer and Secretary
<PAGE> 1
EXHIBIT 12.1
Centex Corporation
Ratio of Earnings to Fixed Charges
INCLUDING CMO'S & SAVINGS AND LOAN
(dollars in thousands)
<TABLE>
<CAPTION>
Six Six Year Year Year Year Year
Months Months Ended Ended Ended Ended Ended
6/30/98 6/30/97 3/31/98 3/31/97 3/31/96 3/31/95 3/31/94
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges
Total Interest Expense 27,778 17,004 78,130 65,517 69,724 58,771 68,856
Illinois Cement Co. and Texas-Lehigh
Cement Co. interest expense -- -- -- -- -- -- 290
One-third of rentals 1,972 1,546 7,886 6,182 4,331 5,162 4,060
External interest (CMO'S) -- -- -- -- 973 1,267 2,286
Amortization of discount and
capitalized expense (CMO'S) -- -- -- -- 86 136 574
------- ------- ------- ------- ------- ------- -------
29,750 18,550 86,016 71,699 75,114 65,336 76,066
======= ======= ======= ======= ======= ======= =======
Earnings
Consolidated net income 48,161 27,010 144,806 106,563 53,365 92,248 85,162
Add (deduct):
Extraordinary items -- -- -- -- -- -- --
Consolidated provision for income
taxes 28,561 15,409 86,828 57,180 34,421 53,540 49,851
Amortization of previously
capitalized interest -- -- -- -- -- -- --
Fixed charges 29,750 18,550 86,016 71,699 75,114 65,336 76,066
Capitalized interest -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
106,472 60,969 317,650 235,442 162,900 211,124 211,079
======= ======= ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 3.58 3.29 3.69 3.28 2.17 3.23 2.77
======= ======= ======= ======= ======= ======= =======
</TABLE>
<PAGE> 2
Centex Corporation
Ratio of Earnings to Fixed Charges
EXCLUDING CMO'S & SAVINGS AND LOAN
(dollars in thousands)
<TABLE>
<CAPTION>
Six Six Year Year Year Year Year
Months Months Ended Ended Ended Ended Ended
6/30/98 6/30/97 3/31/98 3/31/97 3/31/96 3/31/95 3/31/94
------- ------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest incurred, net 8,193 7,806 33,256 34,062 40,862 33,014 29,683
Illinois Cement Co. and Texas-Lehigh
Cement Co. interest expense -- -- -- -- -- -- 290
One-third of rentals 1,972 1,546 7,886 6,182 4,331 5,162 4,060
-------- ------- -------- -------- -------- -------- -------
10,165 9,352 41,142 40,244 45,193 38,176 34,033
======== ======= ======== ======== ======== ======== =======
Earnings
Consolidated net income 48,161 27,010 144,806 106,563 53,365 92,248 85,162
Add (deduct):
Extraordinary items -- -- -- -- -- -- --
Consolidated provision for income
taxes 28,561 15,409 86,828 57,180 34,421 53,540 49,851
Amortization of previously
capitalized interest -- -- -- -- -- -- --
Fixed charges 10,165 9,352 41,142 40,244 45,193 38,176 34,033
CTX Mortgage & Subs' (earnings)/
loss before taxes & cumulative
effect 23,762 5,251 (31,562) (24,601) (17,165) (1,442) (71,062)
CTX Holding & TTSB EBT -- -- -- -- -- (7,978) (2,565)
Capitalized interest -- -- -- -- -- -- --
-------- ------- -------- -------- -------- -------- -------
110,649 57,022 241,214 179,386 115,814 174,544 95,419
======== ======= ======== ======== ======== ======== =======
Ratio of earnings to fixed charges 10.89 6.10 5.86 4.46 2.56 4.57 2.80
======== ======= ======== ======== ======== ======== =======
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated May 8,
1998 which appears at page 43 of Centex Corporation's 1998 Annual Report to
Stockholders, which is incorporated by reference in the Joint Annual Report on
Form 10-K of Centex Corporation, 3333 Holding Corporation, and Centex
Development Company, L.P. for the year ended March 31, 1998, and to all
references to our firm included in this Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 30, 1998
<PAGE> 1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
F O R M T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2)____.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
ORGANIZED UNDER THE LAWS OF 74-0800980
THE UNITED STATES OF AMERICA (I.R.S. employer
(State of incorporation identification no.)
if not a National Bank)
712 MAIN STREET 77002
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
LEE BOOCKER
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002
(713) 216-2448
(Name, address and telephone
number of agent for service)
------------------------------------------
CENTEX CORPORATION
(Exact name of obligor as specified in its charter)
NEVADA 75-0778259
(State or other jurisdictions of (I.R.S. employer
incorporation or organization) identification nos.)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of obligor's principal executive offices) (Zip Code)
$100,000,000 SENIOR DEBT SECURITIES
(Title of the indenture securities)
1
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
NAME ADDRESS
------------------------------------------------------------------------------
<S> <C>
Comptroller of the Currency Washington, D.C.
Board of Governors of the Federal Reserve System Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
</TABLE>
(b) Whether it is authorized to exercise corporate trust
powers.
Yes, the trustee is authorized to exercise corporate trust
powers..
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION. (SEE NOTE ON PAGE 3)
The obligor is not an affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY:
Exhibit 1. A copy of the Articles of Association of the
Trustee as now in effect.
Exhibit 2. A copy of the certificate of authority of
the Trustee to commence business.
Exhibit 3. A copy of the authorization of the Trustee
to exercise corporate trust powers.
Exhibit 4. A copy of the existing bylaws of the Trustee.
Exhibit 5. Not Applicable.
Exhibit 6. The consents of the United States
institutional trustees required by Section
321(b) of the Trust Indenture Act of 1939.
Exhibit 7. A copy of the latest report of condition
of the Trustee published pursuant to law or
the requirements of its supervising or
examining authority.
Exhibit 8. Not Applicable.
Exhibit 9. Not Applicable.
2
<PAGE> 3
NOTE REGARDING INCORPORATED EXHIBIT
Effective January 20, 1998, the name of the Trustee was changed from Texas
Commerce Bank National Association to Chase Bank of Texas, National Association.
The exhibits incorporated herein by reference, except for Exhibit 7, were filed
under the former name of the Trustee.
Exhibit 1. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit
to the Form S-3 File No. 33-56195.
Exhibit 2. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit to
the Form S-3 File No. 33-42814.
Exhibit 3. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit
to the Form S-11 File No. 33-25132.
Exhibit 4. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit to
the Form S-3 File No.33-65055.
Exhibit 6. Incorporated herewith.
Exhibit 7. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit to
the Form S-3 File No.333-63747.
NOTE: THE ANSWER TO ITEM 2 IS BASED IN PART ON INFORMATION PROVIDED OR
CONFIRMED BY THE OBLIGOR. THE ACCURACY AND COMPLETENESS OF SUCH
INFORMATION IS HEREBY DISCLAIMED BY THE TRUSTEE.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Bank of Texas, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Dallas,
and State of Texas, on the 29th day of September 1998.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
---------------------------------------
Name: Michael A. Scrivner
Title: Vice President
4
<PAGE> 5
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an indenture between Centex
Corporation, a Nevada corporation (the "Company") and Chase Bank of Texas,
National Association (formerly known as Texas Commerce Bank National
Association), as Trustee, entered into in connection with the issuance of the
Company's Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
--------------------------------------------
Name: Michael A. Scrivner
Title: Vice President
Date: September 29, 1998
5
<PAGE> 1
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
F O R M T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2)____.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
ORGANIZED UNDER THE LAWS OF 74-0800980
THE UNITED STATES OF AMERICA (I.R.S. employer
(State of incorporation identification no.)
if not a National Bank)
712 MAIN STREET 77002
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
LEE BOOCKER
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002
(713) 216-2448
(Name, address and telephone
number of agent for service)
------------------------------------------
CENTEX CORPORATION
(Exact name of obligor as specified in its charter)
NEVADA 75-0778259
(State or other jurisdictions of (I.R.S. employer
incorporation or organization) identification nos.)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of obligor's principal executive offices) (Zip Code)
$100,000,000 SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
1
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
NAME ADDRESS
------------------------------------------------------------------------------
<S> <C>
Comptroller of the Currency Washington, D.C.
Board of Governors of the Federal Reserve System Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
</TABLE>
(b) Whether it is authorized to exercise corporate trust
powers.
Yes, the trustee is authorized to exercise corporate trust
powers..
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION. (SEE NOTE ON PAGE 3)
The obligor is not an affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY:
Exhibit 1. A copy of the Articles of Association of the
Trustee as now in effect.
Exhibit 2. A copy of the certificate of authority of
the Trustee to commence business.
Exhibit 3. A copy of the authorization of the Trustee
to exercise corporate trust powers.
Exhibit 4. A copy of the existing bylaws of the Trustee.
Exhibit 5. Not Applicable.
Exhibit 6. The consents of the United States
institutional trustees required by Section
321(b) of the Trust Indenture Act of 1939.
Exhibit 7. A copy of the latest report of condition
of the Trustee published pursuant to law or
the requirements of its supervising or
examining authority.
Exhibit 8. Not Applicable.
Exhibit 9. Not Applicable.
2
<PAGE> 3
NOTE REGARDING INCORPORATED EXHIBIT
Effective January 20, 1998, the name of the Trustee was changed from Texas
Commerce Bank National Association to Chase Bank of Texas, National Association.
The exhibits incorporated herein by reference, except for Exhibit 7, were filed
under the former name of the Trustee.
Exhibit 1. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit
to the Form S-3 File No. 33-56195.
Exhibit 2. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit to
the Form S-3 File No. 33-42814.
Exhibit 3. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit
to the Form S-11 File No. 33-25132.
Exhibit 4. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit to
the Form S-3 File No.33-65055.
Exhibit 6. Incorporated herewith.
Exhibit 7. Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibit to
the Form S-3 File No.333-63747.
NOTE: THE ANSWER TO ITEM 2 IS BASED IN PART ON INFORMATION PROVIDED OR
CONFIRMED BY THE OBLIGOR. THE ACCURACY AND COMPLETENESS OF SUCH
INFORMATION IS HEREBY DISCLAIMED BY THE TRUSTEE.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Bank of Texas, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Dallas,
and State of Texas, on the 29th day of September 1998.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
---------------------------------------
Name: Michael A. Scrivner
Title: Vice President
4
<PAGE> 5
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an indenture between Centex
Corporation, a Nevada corporation (the "Company") and Chase Bank of Texas,
National Association (formerly known as Texas Commerce Bank National
Association), as Trustee, entered into in connection with the issuance of the
Company's Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
--------------------------------------------
Name: Michael A. Scrivner
Title: Vice President
Date: September 29, 1998
5
