<PAGE> 1
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission and has become effective. This prospectus
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-61223
SUBJECT TO COMPLETION, DATED JULY 30, 1998
PROSPECTUS SUPPLEMENT
JULY , 1998
(TO PROSPECTUS DATED JULY 30, 1998)
$100,000,000
[CENTEX LOGO]
CENTEX CORPORATION
% SUBORDINATED DEBENTURES DUE 2003
Interest on the % Subordinated Debentures due August 15, 2003 (the
"Debentures") is payable on August 15 and February 15 of each year commencing
February 15, 1999. The Debentures are subordinated to certain present and future
indebtedness of Centex Corporation (the "Company") as set forth herein. The
Debentures may be redeemed as a whole or in part at the option of the Company at
any time, at a redemption price equal to the greater of (i) 100% of the
principal amount thereof or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to such
redemption date on a semiannual basis at the Treasury Rate (as defined herein)
plus basis points, plus in either case accrued and unpaid interest on the
principal amount being redeemed to the date of redemption. See "Description of
Debentures -- Redemption Provisions." The Debentures are not subject to any
sinking fund.
The Debentures will be issued in the form of one or more Global Securities
(the "Global Securities") registered in the name of The Depository Trust Company
(the "Depository") or its nominee. Interests in the Global Securities will be
shown on, and transfers will be effected only through, records maintained by the
Depository and its participants. Except as described herein, Debentures in
definitive form will not be issued. See "Description of Debentures" in this
Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS
TO THE DISCOUNTS AND TO THE
PUBLIC(1) COMMISSIONS(2) COMPANY(3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture............................................. % % %
Total..................................................... $ $ $
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from the date of issuance.
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting" in this Prospectus Supplement.
(3) Before deducting expenses payable by the Company estimated at $ .
The Debentures are offered by the Underwriter, subject to prior sale, when,
as and if delivered to and accepted by the Underwriter, subject to certain
conditions, including its right to withdraw, cancel or reject orders in whole or
in part. It is expected that delivery of the Debentures will be made in New
York, New York on or about August , 1998, in book-entry form through the
facilities of The Depository Trust Company against payment therefor in
immediately available funds.
DONALDSON, LUFKIN & JENRETTE
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
OFFERED SECURITIES. SPECIFICALLY, THE UNDERWRITER MAY OVERALLOT IN CONNECTION
WITH THE OFFERING AND MAY BID FOR AND PURCHASE THE OFFERED SECURITIES IN THE
OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
S-2
<PAGE> 3
THE COMPANY
Centex Corporation, through its subsidiaries, ranks among the nation's
largest home builders, mortgage lenders and general building contractors. The
Company currently operates in five 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, the Company entered into the Manufactured Homes business
when it 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 the sale thereof through company-owned retail outlets and 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
its Financial Services operations, the Company offers 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 subsidiaries and by others. The Company
also manufactures cement, gypsum wallboard and ready-mix concrete for
distribution and sale through its 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, the Company's 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, the Company's ownership interest in CXP was 55.6% as of
March 31, 1998.
The address of the Company's principal executive office is 2728 N.
Harwood Street, Dallas, Texas 75201, and its telephone number is (214) 981-5000.
RECENT DEVELOPMENTS
The Company announced the highest quarterly net earnings in its history
for the quarter ended June 30, 1998, the first quarter of fiscal 1999. Net
earnings for the quarter were $48.2 million, a 78% increase over last year's net
earnings of $27.0 million. Consolidated revenues for the quarter were $1.1
billion, 29% higher than $861.4 million for the same quarter in fiscal 1998.
Home Building operations generated revenues of $603.6 million for the
quarter, a 23% increase over last year's quarterly revenues, with operating
earnings of $42.9 million, 47% above last year's quarterly operating earnings.
The Company's Investment Real Estate operations, through which all investment
property transactions are reported, had operating earnings of $7.4 million, a 9%
decline from the same quarter last year due to fewer land sales, the timing of
which fluctuates from quarter to quarter.
Operating earnings from the Company's Financial Services operations
were $23.7 million for the quarter, a 356% increase over operating earnings for
the same quarter last year. Financial Services revenues of $100.1 million for
the quarter were 112% higher than quarterly revenues a year ago.
CXP produced operating earnings (net of minority interest) of $15.0
million for the quarter, 23% higher than quarterly operating earnings for the
same quarter last year. Revenues from CXP were $79.8 million for the current
quarter, up 2% from the same period last year.
Operating earnings from the Company's Contracting and Construction
Services operations were $3.5 million for the quarter, 244% higher than
operating earnings for the same quarter a year ago, primarily due to
higher-margin contracts in the current backlog. Revenues from Contracting and
Construction Services were $322.1 million for the quarter, 36% higher than the
revenues for the same quarter last year.
S-3
<PAGE> 4
SUMMARY OF SELECTED FINANCIAL DATA
The following is a summary of certain selected financial data related
to the Company for each of the five years in the period ended March 31, 1998,
which is derived from the consolidated financial statements of the Company
audited by Arthur Andersen LLP, independent public accountants. The March 31,
1998 and 1997 consolidated balance sheets and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
three years in the period ended March 31, 1998 incorporated by reference in the
Joint Annual Report on Form 10-K, as amended, of the Company and 3333 Holding
Corporation and Centex Development Company, L.P. for such year are incorporated
by reference herein. The following summary is qualified in its entirety by such
financial statements and the notes thereto.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31,
------------------------------------------------------------------------------
1998 1997 1996 1995 1994
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues(1) ................................... $ 3,975,450 $ 3,784,991 $3,102,987 $3,277,504 $3,039,709
Net earnings(2) ............................... 144,806 106,563 53,365 92,248 85,162
Total assets .................................. 3,416,219 2,678,829 2,336,966 2,049,698 2,580,356
Total long-term debt, including
debentures(3) .............................. 237,715 236,769 321,002 222,530 222,832
Total debt(3) ................................. 311,538 283,769 408,253 427,381 429,470
Deferred income tax (asset) liability(3) ...... (144,090) (195,983) 16,085 27,795 35,088
Stockholders' equity .......................... 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) ............... 20.3% 20.9% 35.6% 38.0% 37.9%
Ratio of earnings to fixed charges
(excluding financial services and
savings and loan operations)(4) ............ 5.86x 4.46x 2.56x 4.57x 2.80x
Ratio of earnings to fixed charges - total
enterprise(4)(5)............................ 3.69x 3.28x 2.17x 3.23x 2.77x
</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, 55.6% as of March
31, 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" below 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
and 3333 Holding Corporation and Centex Development Company, L.P., which
Annual Report on Form 10-K is incorporated herein by reference.
(4) For purposes of calculating this ratio, fixed charges consist of interest
costs (interest expense plus capitalized interest), one-third of estimated
rent expenses (as representative of the interest portion of rentals) and
amortization of debt expense, and earnings consist of net earnings before
income taxes, extraordinary items and fixed charges.
(5) The ratio of earnings to fixed charges on a total enterprise basis,
pursuant to the rules and regulations promulgated by the Securities and
Exchange Commission (the "Commission"), includes the earnings and fixed
charges of the Company's financial services subsidiaries and discontinued
savings and loan operations, which are consolidated for financial reporting
purposes in accordance with generally accepted accounting principles.
S-4
<PAGE> 5
USE OF PROCEEDS
The net proceeds from the sale of the Debentures are estimated to be
approximately $ (after deduction of underwriting discounts and commissions and
expenses payable by the Company). Such proceeds will principally be used to
repay short-term notes payable to banks and commercial paper borrowings with a
weighted average interest rate of approximately 6.0%.
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
March 31, 1998 and as adjusted (unaudited) to give effect to the issuance of the
Debentures offered hereby and the application of the proceeds as indicated under
"Use of Proceeds."
<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
---------------------------------------------------------------------------------
CENTEX CORPORATION CENTEX FINANCIAL
AND SUBSIDIARIES CORPORATION 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) ............. $1,152,873 $1,079,050 $ 73,823 $ -- $1,079,050 $1,079,050
Long-term debt(2)(5)
Debentures, offered hereby ......... -- 100,000 -- 100,000 -- --
Subordinated debentures(3) ......... 219,078 219,078 219,078 219,078 -- --
Other long-term debt(4) ............ 18,637 18,637 18,637 18,637 -- --
---------- ---------- ---------- ---------- ---------- ----------
Total debt ...................... 1,390,588 1,416,765 311,538 337,715 1,079,050 1,079,050
Stockholders' Equity:
Preferred stock, undesignated
par value; authorized
5,000,000 shares; none
issued .......................... -- -- -- -- -- --
Common stock, $.25 par value;
authorized 100,000,000
shares; outstanding
59,531,758 shares(7) ............ 14,883 14,883 14,883 14,883 1 1
Capital in excess of par value ..... 36,761 36,761 36,761 36,761 74,944 74,944
Retained earnings .................. 939,528 939,528 939,528 939,528 13,348 13,348
---------- ---------- ---------- ---------- ---------- ----------
Total stockholders' equity ......... 991,172 991,172 991,172 991,172 88,293 88,293
---------- ---------- ---------- ---------- ---------- ----------
Total debt and stockholders'
equity........................ $2,381,760 $2,407,937 $1,302,710 $1,328,887 $1,167,343 $1,167,343
========== ========== ========== ========== ========== ==========
</TABLE>
- -----------------------------
(1) Short-term debt of $1.2 billion at March 31, 1998 included $65 million in
commercial paper, $407 million payable to banks and $681 million payable
to other financial institutions. The Company 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 March 31, 1998 was 6.2%.
(2) Centex maintains a $425 million revolving credit agreement expiring in
August 2001. Under the terms of the agreement, $170 million may be
borrowed directly by CTX Mortgage Company ("CTX"). There were no
borrowings outstanding to Centex Corporation under this facility during
the fiscal year ending March 31, 1998. CTX has borrowed under this
facility during the fiscal year ended March 31, 1998. CTX has a $300
million committed and secured mortgage warehouse facility with a bank
group, expiring in October 1999, a committed mortgage warehouse facility
of $300 million expiring December 1998 with one investment bank, which
was increased to $500 million subsequent to March 31, 1998, and a $200
million asset-backed commercial paper program that expires in April
2001. Centex Home Equity Corporation ("CHEC") had a $100 million
committed and secured mortgage warehouse facility with a bank, expiring
in November 1998, which has been replaced by a new $300 million committed
and secured mortgage warehouse facility with a bank group, expiring in
April 1999.
S-5
<PAGE> 6
(3) In March 1987, the Company issued $100,000,000 principal amount of its
8.75% subordinated debentures maturing March 1, 2007. Such debentures are
not redeemable prior to maturity. In June 1987, the Company issued
$20,000,000 principal amount of its 8.80% subordinated debentures maturing
June 30, 2007. Such debentures were redeemed by the Company in April 1998.
In June 1995, the Company issued $100,000,000 principal amount of its
7 3/8% subordinated debentures maturing June 1, 2005. Such debentures are
not redeemable by the Company prior to maturity. The $219,000,000 principal
amount of subordinated debentures described in this footnote (3) rank
equally in right of payment with the Debentures offered hereby. See
"Description of Debt Securities" in the accompanying Prospectus.
(4) Includes $2.1 million of convertible subordinated debt due in the year
2000.
(5) At March 31, 1998, the aggregate amount of the Company's outstanding
indebtedness ranking senior to the Debentures offered hereby was
approximately $346.4 million, including approximately $272.6 million of
indebtedness to the Company's subsidiaries. See "Description of Debt
Securities" in the accompanying Prospectus.
(6) The above table presents the capitalization of the Company on a
fully-consolidated basis (the "Centex Corporation and Subsidiaries"
column), including the consolidated debt of the Company's financial
services operations, which include Centex Financial Services, Inc., CTX
(Centex's mortgage banking subsidiary) and CHEC (Centex's subprime mortgage
lender); the capitalization related to the Company's business operations
other than financial services operations (the "Centex Corporation" column);
and the capitalization related to the Company's financial services
operations (the "Financial Services" column). The Company also utilizes
this presentation in connection with the presentation of its consolidated
balance sheets.
(7) At March 31, 1998, the Company had 9,364,310 shares of its common stock
reserved for issuance under its stock option plans, 5,260,056 of which were
subject to outstanding options.
S-6
<PAGE> 7
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
in the accompanying Prospectus.
GENERAL
The Debentures will be issued under an Indenture dated as of March 12, 1987
(the "Indenture"), as supplemented by a Supplemental Indenture with respect
thereto to be dated as of August 1, 1998 (the "Supplemental Indenture"), between
the Company and Chase Bank of Texas, N.A. (formerly named Texas Commerce Bank
National Association), as trustee (the "Trustee").
The Debentures will be unsecured obligations of the Company, will mature on
August 15, 2003, and will be limited to an aggregate principal amount of
$100,000,000, although the Indenture provides that additional subordinated debt
securities may be issued thereunder up to the aggregate principal amount, which
is not limited by the Indenture, authorized from time to time by the Company's
Board of Directors.
Interest on the Debentures will be payable semiannually on August 15 and
February 15, commencing February 15, 1999, to holders of record on the preceding
August 1 and February 1, respectively, at the per annum rate set forth on the
cover page of this Prospectus Supplement, with respect to interest accrued from
the preceding interest payment date (or from the date of original issuance of
the Debentures in the case of the first interest payment) to the current
interest payment date.
Neither the Indenture nor the Supplemental Indenture contains any
provisions providing for redemption at the option of the holders of the
Debentures, any obligation of the Company to redeem, repay or purchase pursuant
to any sinking fund or analogous provision of the Debentures or any event of
default with respect to such Debentures other than those discussed in the
accompanying Prospectus. See "Description of Debt Securities" in the
accompanying Prospectus.
SUBORDINATION
Except as provided in the accompanying Prospectus, the payment of the
principal of and premium, if any, and interest on, the Debentures will be
subordinated and junior in right of payment, to the extent and in the manner set
forth in the Indenture, to the prior payment in full of all Senior Indebtedness
of the Company. The terms "Company" and "Senior Indebtedness" as used in this
subsection have the respective meanings set forth in the accompanying Prospectus
under the caption "Description of Debt Securities." The Indenture does not
contain any limitation on the amount of Senior Indebtedness that may be incurred
by the Company after the date of this Prospectus Supplement. The aggregate
amount of the Company's Senior Indebtedness at March 31, 1998 was approximately
$346.4 million, $272.6 million of which represented indebtedness owed by the
Company to its subsidiaries.
The Indenture provides that the indebtedness evidenced by the Debentures
ranks on a parity with the Company's $2,100,000 convertible subordinated note
due in the year 2000, is entitled to like rights of subrogation and is otherwise
not superior in right of payment to such note. The Debentures will rank equally
with each other series of Debentures issued under the Indenture, including the
Company's $100,000,000 8.75% subordinated debentures due March 1, 2007 and its
$100,000,000 7 3/8% subordinated debentures due June 1, 2005. See footnotes (3)
and (4) under "Capitalization" above.
Except as provided in the accompanying Prospectus, the Indenture prohibits
any payment by the Company of principal of and premium, if any, or interest on,
the Debentures during the continuance of any default in respect of certain
Senior Indebtedness of the Company or any default under any agreement pursuant
to which such Senior Indebtedness of the Company was issued beyond the period of
grace, unless and until such default on such Senior Indebtedness of the Company
shall have been cured or waived.
Except as provided in the accompanying Prospectus, upon any distribution of
assets of the Company in connection with any dissolution, winding up,
liquidation, reorganization, bankruptcy or other similar proceeding relative to
the Company, its creditors or its property, the holders of all Senior
Indebtedness of the Company 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
S-7
<PAGE> 8
Debentures are entitled to receive any payment of the principal of and premium,
if any, or interest on the Debentures. By reason of such subordination, in the
event of insolvency, creditors of the Company who are not holders of Senior
Indebtedness of the Company or of the Debentures may recover less, ratably, than
holders of Senior Indebtedness of the Company but may recover more, ratably,
than holders of the Debentures.
REDEMPTION PROVISIONS
The Debentures will be redeemable, in whole or in part, at the option of
the Company, on any date (a "Redemption Date") at a redemption price equal to
the greater of (a) 100% of the principal amount of the Debentures to be redeemed
and (b) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to such Redemption
Date) discounted to such Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis
points, plus accrued and unpaid interest on the principal amount being redeemed
to such Redemption Date; provided, however, that (i) installments of interest on
Debentures that are due and payable on an Interest Payment Date falling on or
prior to the relevant Redemption Date shall be payable to the holders of such
Debentures, registered as such at the close of business on the relevant Record
Date according to their terms and provisions of the Indenture and (ii) the
Trustee may not mail any notice of redemption during the continuance of any
Event of Default.
"Treasury Rate" means, with respect to any Redemption Date for the
Debentures, (a) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities" for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or (b)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Debentures.
"Independent Investment Banker" means Donaldson, Lufkin & Jenrette
Securities Corporation and its successors or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (a)
the average of four Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means (i) Donaldson, Lufkin & Jenrette
Securities Corporation and its successors; provided however, that if it shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company will substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.
S-8
<PAGE> 9
Notice of any redemption by the Company will be mailed at least 30 days but
not more than 60 days before any Redemption Date to each holder of Debentures to
be redeemed. If less than all the Debentures are to be redeemed at the option of
the Company, the Trustee shall select, in such manner as it shall deem fair and
appropriate, the Debentures of such series to be redeemed in whole or in part.
Unless the Company defaults in payment of the redemption price, on and
after any Redemption Date interest will cease to accrue on the Debentures or
portions thereof redeemed.
GLOBAL SECURITIES
The Debentures will be issued in whole or in part in the form of one or
more Global Securities deposited with, or on behalf of, the Depository and
registered in the name of a nominee of the Depository. Except under the limited
circumstances described in the Prospectus under "Description of Debt
Securities--Global Securities," owners of beneficial interests in Global
Securities will not be entitled to physical delivery of Debentures in
certificated form. Global Securities may not be transferred except as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository or by the Depository or
any nominee to a successor of the Depository or a nominee of such successor. A
further description of the Depository's procedures with respect to Global
Securities representing the Debentures is set forth in the Prospectus under
"Description of Debt Securities -- Global Securities". The Depository has
confirmed to the Company, the Underwriters and the Trustee that it intends to
follow such procedures.
The Depository has advised the Company and the Underwriters as follows: The
Depository is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's participants include securities brokers and dealers (including the
Underwriter), banks, trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own the Depository.
Access to the Depository's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may own beneficial interests in Global
Securities held by the Depository only through participants.
S-9
<PAGE> 10
UNDERWRITING
Subject to the terms and conditions contained in the Underwriting Agreement
relating to the Debentures (the "Underwriting Agreement"), the Company has
agreed to sell to Donaldson, Lufkin & Jenrette Securities Corporation (the
"Underwriter"), and the Underwriter has agreed to purchase from the Company, the
entire principal amount of the Debentures.
The Underwriting Agreement provides that the obligations of the Underwriter
to purchase and accept delivery of the Debentures offered hereby are subject to
approval of certain legal matters by counsel and to certain other conditions. If
any of the Debentures are purchased by the Underwriter pursuant to the
Underwriting Agreement, all the Debentures must be purchased.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that the Underwriter may be required to make in
respect thereof.
The Underwriter has advised the Company that it proposes initially to offer
the Debentures to the public at the public offering price set forth on the cover
page of this Prospectus Supplement, and to certain dealers (who may include the
Underwriter) at such price, less a concession not in excess of % of the
principal amount of the Debentures. The Underwriter may allow, and such dealers
may re-allow, discounts not in excess of % of the principal amount of the
Debentures to any other Underwriter and certain other dealers. After the initial
offering, the offering price and other selling terms of the Debentures may be
changed by the Underwriter.
In connection with the Offering, the Underwriter may engage in transactions
that stabilize, maintain or otherwise affect the price of the Debentures.
Specifically, the Underwriter may overallot the Offering, creating a short
position. The Underwriter may bid for and purchase the Debentures in the open
market to cover such syndicate short position. In addition, the Underwriter may
bid for and purchase the Debentures in the open market to stabilize the price of
the Debentures. These activities may stabilize or maintain the market price of
the Debentures above independent market levels. The Underwriter is not required
to engage in these activities and may end these activities at any time.
The Debentures will constitute a new issue of securities with no
established trading market. The Debentures will not be listed on any securities
exchange and there can be no assurance that there will be a secondary market for
the Debentures. From time to time, the Underwriter may make a market in the
Debentures; however, at this time, no determination has been made as to whether
the Underwriter will make a market in the Debentures. Accordingly, there can be
no assurance as to whether an active trading market for any of the Debentures
will develop or as to the liquidity of any trading market for the Debentures.
In the ordinary course of its business, the Underwriter and its affiliates
have, from time to time, performed and may in the future perform various
investment banking services for the Company, for which they have received or
will receive usual and customary fees.
LEGAL MATTERS
The validity of the Debentures offered hereby and certain other legal
matters will be passed upon for the Company by Raymond G. Smerge, Executive Vice
President, Chief Legal Officer and Secretary of the Company. Certain legal
matters in connection with the Debentures offered hereby will be passed upon for
the Company by Thompson & Knight, P.C., Dallas, Texas, special counsel for the
Company. Milbank, Tweed, Hadley & McCloy, New York, New York, will pass upon
certain legal matters for the Underwriter.
S-10
<PAGE> 11
PROSPECTUS
CENTEX CORPORATION
DEBT SECURITIES
---------------
The Company may from time to time issue and offer up to $100,000,000 (or
its equivalent in other currencies) aggregate principal amount of unsecured debt
securities (the "Debt Securities") consisting of bonds, debentures, notes and/or
other unsecured evidences of indebtedness in one or more series. The Debt
Securities may be either senior (the "Senior Debt Securities") or subordinated
(the "Subordinated Debt Securities") in priority of payment. The Debt Securities
may be offered as separate series in amounts, at prices and on terms to be
determined at the time of sale. An accompanying Prospectus Supplement will set
forth, with regard to the Debt Securities in respect of which this Prospectus is
being delivered, the terms of the Debt Securities, including, where applicable,
the specific designation, priority, aggregate principal amount, denominations,
maturity, rate (which may be fixed or variable) and time of payment of any
interest, any terms for redemption at the option of the Company or the holder,
any terms for sinking fund payments, any listing on a securities exchange and
the initial public offering price and any other terms in connection with the
offering and sale of such Debt Securities. The Senior Debt Securities, when
issued, will, except under certain circumstances, rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company. The Subordinated
Debt Securities, when issued, will be unsecured and subordinated to all present
and future Senior Indebtedness (as defined herein) of the Company.
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. An
accompanying Prospectus Supplement will set forth the names of any underwriters
or agents involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the principal amounts, if any, to be purchased by
underwriters and the compensation, if any, of such underwriters or agents.
Because the Company conducts its business through subsidiaries, the
Company's rights and the rights of its creditors, including holders of the Debt
Securities, to participate in the assets of any subsidiary upon the latter's
liquidation or recapitalization will be subject to the prior claims of the
subsidiary's creditors, except to the extent that the Company may itself be a
creditor with recognized claims against the subsidiary. Moreover, the ability of
the Company to pay principal of and interest on the Debt Securities is, to a
large extent, dependent upon the payment to it of dividends, interest or other
amounts by subsidiaries of the Company. As of March 31, 1998, subsidiaries of
the Company had approximately $1.1 billion principal amount of debt outstanding
to third party creditors, of which $801.3 million was secured by subsidiary
assets, including approximately $779.1 million related to the Company's
financial services operations. Neither of the indentures under which the Debt
Securities will be issued contains any limitation on the ability of the Company
to incur additional debt or on the ability of the Company's subsidiaries to
incur additional debt to the Company or to unaffiliated third parties. See
"Description of Debt Securities" in this Prospectus.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
---------------
The date of this Prospectus is July 30, 1998.
<PAGE> 12
AVAILABLE INFORMATION
Centex Corporation, a Nevada corporation (which, together with its
subsidiaries consolidated for financial reporting purposes, is herein and in the
Prospectus Supplement referred to as "Centex" or the "Company," unless otherwise
specified herein or the context requires otherwise), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission'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. Copies of such materials can
be obtained by mail at prescribed rates from the Public Reference Branch of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
material may also be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Debt Securities offered hereby. This Prospectus and the
Prospectus Supplement, which form a part of the Registration Statement, do not
contain all the information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and regulations of
the Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-6776)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Joint Annual Report on Form 10-K of the Company and 3333 Holding
Corporation and Centex Development Company, L.P. for the fiscal year
ended March 31, 1998; and
2. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt
Securities offered hereby.
Any statement contained herein or in a document or information incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus and the Prospectus Supplement to
the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or the Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus and the Prospectus Supplement have been delivered, upon the request
of any such person, a copy of any and all of the documents which have been or
may be incorporated by reference in this Prospectus and the Prospectus
Supplement, other than exhibits to such information (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Raymond G. Smerge, Executive Vice President, Chief Legal Officer and
Secretary, Centex Corporation, 2728 North Harwood Street, Dallas, Texas 75201,
telephone (214) 981-5000.
THE COMPANY
Centex Corporation, through its subsidiaries, ranks among the nation's
largest home builders, mortgage lenders and general building contractors. The
Company currently operates in five 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, the Company entered into the Manufactured Homes business when it
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 the sale thereof through company-owned retail outlets and a
network of independent dealers. Investment Real Estate operations
2
<PAGE> 13
involve the acquisition, development and sale of land, the development of
industrial, office, retail and other commercial projects and apartment
complexes. Through its Financial Services operations, the Company offers
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
subsidiaries and by others. The Company also manufactures cement, gypsum
wallboard and ready-mix concrete for distribution and sale through its
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, the Company's 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, the Company's
ownership interest in CXP was 55.6% as of March 31, 1998.
The address of the Company's principal executive office is 2728 N. Harwood
Street, Dallas, Texas 75201, and its 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 Debt Securities will be added to the general funds
of the Company, 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(1)
<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31,
---------------------------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Company (excluding financial services and
savings and loan operations)............... 5.86x 4.46x 2.56x 4.57x 2.80x
Total enterprise (2)............................... 3.69x 3.28x 2.17x 3.23x 2.77x
</TABLE>
- -------------------
(1) For purposes of calculating this ratio, fixed charges consist of
interest costs (interest expense plus capitalized interest), one-third
of estimated rent expenses (as representative of the interest portion of
rentals) and amortization of debt expense, and earnings consist of net
earnings before income taxes, extraordinary items and fixed charges.
(2) The ratio of earnings to fixed charges on a total enterprise basis,
pursuant to the rules and regulations promulgated by the Commission,
includes the earnings and fixed charges of the Company's financial
services subsidiaries and discontinued savings and loan operations,
which are consolidated for financial reporting purposes in accordance
with generally accepted accounting principles.
3
<PAGE> 14
SUMMARY OF SELECTED FINANCIAL DATA
The following is a summary of certain selected financial data related to
the Company for each of the five years in the period ended March 31, 1998, which
is derived from the consolidated financial statements of the Company audited by
Arthur Andersen LLP, independent public accountants. The March 31, 1998 and 1997
consolidated balance sheets and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the three years in the period
ended March 31, 1998 incorporated by reference in the Joint Annual Report on
Form 10-K, as amended, of the Company and 3333 Holding Corporation and Centex
Development Company, L.P. for such year are incorporated by reference herein.
The following summary is qualified in its entirety by such financial statements
and the notes thereto.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31,
------------------------------------------------------------------------------
1998 1997 1996 1995 1994
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues(1) .................................. $ 3,975,450 $ 3,784,991 $3,102,987 $3,277,504 $3,039,709
Net earnings(2) .............................. 144,806 106,563 53,365 92,248 85,162
Total assets ................................. 3,416,219 2,678,829 2,336,966 2,049,698 2,580,356
Total long-term debt, including
debentures(3) ............................. 237,715 236,769 321,002 222,530 222,832
Total debt(3) ................................ 311,538 283,769 408,253 427,381 429,470
Deferred income tax (asset) liability(3) ..... (144,090) (195,983) 16,085 27,795 35,088
Stockholders' equity ......................... 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)................... 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, 55.6% as of March
31, 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 and 3333 Holding Corporation
and Centex Development Company, L.P., which Annual Report on Form 10-K is
incorporated herein by reference.
4
<PAGE> 15
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities offered hereby may be either senior (the "Senior Debt
Securities") or subordinated (the "Subordinated Debt Securities") in priority of
payment relative to the Company's other indebtedness. Senior Debt Securities may
be issued from time to time in one or more series under an indenture (the
"Senior Indenture"), as supplemented from time to time by an indenture
supplement with respect to each series (each, a "Senior Indenture Supplement"),
to be entered into between the Company and Chase Bank of Texas, N.A., as
trustee. Subordinated Debt Securities may be issued from time to time in one or
more series under an indenture dated as of March 12, 1987 (the "Subordinated
Indenture"), as supplemented from time to time by an indenture supplement with
respect to each series (each, a "Subordinated Indenture Supplement"), between
the Company and Chase Bank of Texas, N.A. (formerly named Texas Commerce Bank
National Association), as trustee. The Senior Indenture and the Subordinated
Indenture are sometimes hereinafter referred to collectively as the
"Indentures," the Senior Indenture Supplements and the Subordinated Indenture
Supplements are sometimes hereinafter referred to collectively as the "Indenture
Supplements" and Chase Bank of Texas, N.A., in its capacity as trustee under the
Indentures, is hereinafter referred to as the "Trustee". See "Description of
Debt Securities--The Trustee" herein for a description of certain consequences
of Chase Bank of Texas, N.A.'s serving as trustee under both 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.
The following summaries of certain provisions of the Indentures do not
purport to be complete and are subject to, and qualified in their entirety by
reference to, all provisions of the Indentures and the related Indenture
Supplements, including the definitions of certain terms contained in the
Indentures. In particular, the term "Company" as used in the Indentures and the
related Indenture Supplements and in this section of the Prospectus means Centex
Corporation without its subsidiaries. Copies of the Indentures and any Indenture
Supplements have been or will be filed as exhibits with the Commission. Wherever
particular sections or defined terms of the Indentures are referred to, such
sections or defined terms are incorporated herein by reference. Capitalized
terms not otherwise defined herein shall have the respective meanings given to
them in the respective Indentures, as appropriate. Article and section numbers
set forth below refer to provisions of both the Senior Indenture and the
Subordinated Indenture unless otherwise noted.
The Debt Securities will be unsecured obligations of the Company. The Debt
Securities offered hereby will be limited to Debt Securities having an aggregate
principal amount not to exceed $100,000,000 or the equivalent thereof in any
currency, although the Indentures provide that additional debt securities may be
issued thereunder up to the aggregate principal amount, which is not limited by
the Indentures, authorized from time to time by the Company's Board of
Directors. The Company may from time to time, without the consent of the holders
of any of the Debt Securities offered hereby, authorize the issuance of future
series of Debt Securities in addition to those authorized as of the date of this
Prospectus or any related Prospectus Supplement. See "Capitalization" in the
accompanying Prospectus Supplement and "Description of Debt Securities--Senior
Debt Securities" and "Description of Debt Securities--Subordinated Debt
Securities" herein for information relating to $200,000,000 aggregate principal
amount of subordinated debt securities previously issued by the Company under
the Subordinated Indenture (which subordinated debt securities rank junior in
right of payment to any Senior Debt Securities offered hereby and pari passu in
right of payment with any Subordinated Debt Securities offered hereby).
Because the Company conducts its business through subsidiaries, the
Company's rights and the rights of its creditors, including the holders of Debt
Securities offered hereby, to participate in the assets of any subsidiary upon
the latter's liquidation or recapitalization will be subject to the prior claims
of the subsidiary's creditors, except to the extent that the Company may itself
be a creditor with recognized claims against the subsidiary. Moreover, the
ability of the Company to pay principal of and interest on the Debt Securities
is, to a large extent, dependent upon the payment to it of dividends, interest
or other amounts by subsidiaries of the Company. As of March 31, 1998,
subsidiaries of the Company had approximately $1.1 billion principal amount of
debt outstanding to third party creditors, of which $801.3 million was secured
by subsidiary assets, including approximately $779.1 million related to the
Company's financial services operations. The Indentures under which the Debt
Securities are to be issued do not contain any limitation on the ability of the
Company to incur additional debt or on the ability of the Company's subsidiaries
to incur additional
5
<PAGE> 16
debt to the Company or to unaffiliated third parties. In addition, in connection
with managing the working capital needs of the Company and its subsidiaries,
from time to time the Company borrows funds and lends funds to its subsidiaries.
The Company's indebtedness to its subsidiaries will rank pari passu in right of
payment to Senior Debt Securities offered hereby and senior in right of payment
to Subordinated Debt Securities offered hereby because of the inclusion of such
indebtedness within the definition of the term "Senior Indebtedness" in the
Subordinated Indenture. See "Capitalization" in the accompanying Prospectus
Supplement and "Description of Debt Securities--Senior Debt Securities" and
"Description of Debt Securities--Subordinated Debt Securities" herein.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described which may be applicable to a particular series of Debt Securities, are
described in the Prospectus Supplement relating to such series of Debt
Securities and will be set forth in a filing with the Commission. Accordingly,
for a description of the terms of a particular series of Debt Securities,
reference must be made to both the Prospectus Supplement relating to such series
and the description of Debt Securities set forth in this Prospectus. In addition
to the provisions of the Debt Securities hereinafter described, the Prospectus
Supplement relating to each particular series of Debt Securities will set forth
or describe: (1) the specific title or designation, aggregate principal amount
and priority of such Debt Securities; (2) any limit on the aggregate principal
amount of such Debt Securities; (3) the percentage of their principal amount at
which such Debt Securities will be issued; (4) the date or dates on which such
Debt Securities will mature; (5) the rate or rates per annum (which may be fixed
or variable), or the method by which such rate or rates shall be determined, at
which such Debt Securities will bear interest, if any; (6) the date or dates
from which any such interest shall accrue, or the method by which such date or
dates shall be determined, and the times at which any such interest will be
payable; (7) the period or periods within which, the price or prices at which
and the terms and conditions upon which such Debt Securities may be redeemed, in
whole or in part, at the option of the Company or the holder, if the Company or
the holder is to have such an option; (8) the obligation, if any, of the Company
to redeem, repay or purchase such Debt Securities pursuant to any sinking fund
or analogous provision and the period or periods within which, the price or
prices at which and the terms and conditions upon which such Debt Securities
shall be redeemed, repaid or purchased, in whole or part, pursuant to such
obligation; (9) the denominations in which such Debt Securities are authorized
to be issued and the currencies in which such Debt Securities are issued or
payable; (10) any additional restrictive covenants included for the benefit of
holders of such Debt Securities, including a description of any so-called "event
risk" covenants or other Indenture provisions affording holders of such Debt
Securities specific protection in the event of a highly leveraged transaction
involving the Company, and a description of the ability of the Company's Board
of Directors to waive any such provisions (or, if there are no such covenants or
provisions, a statement to that effect); (11) any additional Event of Default
with respect to such Debt Securities; (12) whether such Debt Securities are to
be issued in whole or in part in the form of one or more global securities
("Global Securities") and, if so, the identity of a depository for such Global
Security or Securities; and (13) any other terms of such Debt Securities not
inconsistent with the provisions of the applicable Indenture, or any provisions
expressly amending the applicable Indenture with respect to the series of Debt
Securities to which such Prospectus Supplement relates.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal of and premium, if any, and interest on the Debt Securities will be
payable, and the Debt Securities will be exchangeable and transfers thereof will
be registrable, at the office or agency of the Company designated for that
purpose in Dallas, Texas (initially the office of the Trustee), and any other
office or agency of the Company designated for that purpose, provided that, at
the option of the Company, payment of any interest may be made by check mailed
to the address of the person entitled thereto as it appears in the Senior or
Subordinated Debt Security Register. (Sections 2.04, 2.06 and 5.02.)
The Company will from time to time execute and deliver Debt Securities to
the Trustee for authentication and delivery, and the Trustee will authenticate
and deliver such Debt Securities upon written order of the Company. No service
charge will be made for any transfer or exchange of the Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 2.06.)
SENIOR DEBT SECURITIES
Generally speaking, Senior Debt Securities will rank equally with the
Company's other general unsecured and unsubordinated indebtedness, including
indebtedness from time to time outstanding to banks and other unaffiliated
lenders. As of March 31, 1998, the total amount of the Company's indebtedness
that would rank equally with Senior Debt Securities was approximately $346.4
million, including approximately $272.6 million of indebtedness to the Company's
subsidiaries. All series of Senior Debt Securities of the Company issued under
the Senior Indenture will rank
6
<PAGE> 17
pari passu in right of payment with each other and with such senior notes. See
"Capitalization" in the accompanying Prospectus Supplement.
The Senior Indenture provides that additional senior debt securities may be
issued thereunder up to the aggregate principal amount, which is not limited by
the Senior Indenture, authorized from time to time by the Company's Board of
Directors. Any such additional senior debt securities would rank pari passu in
right of payment with the Senior Debt Securities offered hereby. Further, the
Senior Indenture does not prohibit the Company from entering into additional
indentures and issuing thereunder additional debt securities that may rank pari
passu in right of payment to the Senior Debt Securities offered hereby.
Any Senior Debt Securities offered pursuant to the Senior Indenture will be
senior in right of payment to the Company's $100,000,000 principal amount of
8.75% subordinated debentures due March 1, 2007 and the Company's $100,000,000
principal amount of 7-3/8% subordinated debentures due June 1, 2005, all issued
under the Subordinated Indenture. See "Capitalization" in the accompanying
Prospectus Supplement and "Description of Debt Securities--General" herein.
SUBORDINATED DEBT SECURITIES
Except as hereinafter provided, the payment of the principal of and
premium, if any, and interest on, and sinking fund requirements for,
Subordinated Debt Securities (to the extent applicable) will be subordinated and
junior in right of payment, to the extent and in the manner set forth in the
Subordinated Indenture, to the prior payment in full of all Senior Indebtedness
of the Company. Subject to modification, if any, as set forth in the related
Prospectus Supplement, the term "Senior Indebtedness" is defined as (a) the
principal of and premium, if any, and interest on (i) all indebtedness of the
Company (other than the Subordinated Debt Securities, if any, offered hereby,
other series of subordinated debt securities of the Company issued under the
Subordinated Indenture, and the Company's convertible subordinated note
referenced below), whether currently outstanding or hereafter created, for money
borrowed by the Company or borrowed by others and guaranteed by the Company,
including, without limitation, indebtedness to subsidiaries, (ii) Capitalized
Lease Obligations of the Company, whenever incurred, (iii) all indebtedness
arising in favor of any bonding company under any performance or payment bond or
other similar bond issued by a company in connection with any construction
contract to which the Company is or was a party, and (iv) indebtedness or
obligations incurred, assumed or guaranteed by the Company in connection with
the acquisition or improvement of any property or asset, tangible or intangible
(including, without limitation, services or materials purchased or contracted
for purchase in the ordinary course of the Company's business), or the
acquisition of any business, unless, in each case referred to in clauses (i),
(ii), (iii) and (iv) above, by the terms of the instrument creating or
evidencing any such indebtedness it is expressly provided that such indebtedness
is on a parity with, or otherwise not superior in right of payment to, the
Subordinated Debt Securities; (b) any other indebtedness, liability or
obligation, contingent or otherwise, of the Company and any guarantee,
endorsement or other contingent obligation in respect of any indebtedness,
liability or obligation of another created, assumed or incurred by the Company
after the date of the Subordinated Indenture, which is, when created, assumed or
incurred, specifically designated by the Company as Senior Indebtedness of the
Company with respect to Subordinated Debt Securities; and (c) any refundings,
renewals or extensions of any indebtedness or other obligation described in
clause (a) or (b) above. (Subordinated Indenture Section 1.01.) As noted above
under "Description of Debt Securities--General," any borrowings by the Company
from its subsidiaries are also included within the definition of Senior
Indebtedness.
The Subordinated Indenture does not contain any limitation on the amount of
Senior Indebtedness or any other kind of indebtedness that may be incurred by
the Company after the date of this Prospectus. See "Capitalization" in the
accompanying Prospectus Supplement and "Description of Debt Securities--General"
herein.
The Subordinated Indenture provides that the indebtedness evidenced by
Subordinated Debt Securities ranks on a parity with the Company's $2,100,000
convertible subordinated note due in the year 2000, is entitled to like rights
of subrogation and is 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 of the
Company issued under the Subordinated Indenture, including the Company's
$100,000,000 8.75% subordinated debentures due March 1, 2007 and its
$100,000,000 7-3/8% subordinated debentures due June 1, 2005, will rank equally
with each other in right of payment.
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<PAGE> 18
Except as hereinafter provided, the Subordinated Indenture prohibits any
payment by the Company 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 Indebtedness of the
Company or any default under any agreement pursuant to which such Senior
Indebtedness of the Company was issued beyond the period of grace, unless and
until such default on such Senior Indebtedness of the Company shall have been
cured or waived. (Subordinated Indenture Section 3.02.)
Except as hereinafter provided, upon any distribution of assets of the
Company in connection with any dissolution, winding up, liquidation,
reorganization, bankruptcy or other similar proceeding relative to the Company,
its creditors or its property, the holders of all Senior Indebtedness of the
Company 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.) By reason of such
subordination, in the event of insolvency, creditors of the Company who are not
holders of Senior Indebtedness of the Company or of the Subordinated Debt
Securities may recover less, ratably, than holders of Senior Indebtedness of the
Company but may recover more, ratably, than holders of the Subordinated Debt
Securities.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with or on behalf
of a depository located in the United States (a "Depository") identified in the
Prospectus Supplement relating to such series.
The specific terms of the depository arrangements with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depository arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depository will be represented by a Global Security registered
in the name of such depository or its nominee. Upon the issuance of a Global
Security in registered form, the Depository for such Global Security will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such Depository or its
nominee ("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Securities will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial interests
by participants in such Global Securities 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 such Global Securities. Ownership of beneficial
interests in Global Securities 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
Security.
So long as the Depository for a Global Security in registered form, or its
nominee, is the registered owner of such Global Security, such Depository or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities of the series represented by such Global Security for all
purposes under the respective Indentures governing such Debt Securities. Except
as set forth below, owners of beneficial interests in such Global Security will
not be entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in definitive form, and will
not be considered the owners or holders thereof 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 the Global Security representing such Debt
Securities. None of the Company, the Trustee, any Paying Agent, or the
applicable Debt Security Registrar for such 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
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<PAGE> 19
Global Security for such Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects 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 Security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of the
Depository. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security 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 such
participants. However, the Company has 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.
A Global Security may not be transferred except as a whole by the
Depository for such Global Security to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor of such
Depository or a nominee of such successor. If a Depository for Debt Securities
of a series is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days, the Company
will issue Debt Securities of such series in definitive registered form in
exchange for the Global Security or Securities representing such Debt
Securities. In addition, the Company may at any time and in its sole discretion
determine not to have any Debt Securities of a series in registered form
represented by one or more Global Securities and, in such event, will issue Debt
Securities in definitive form in exchange for the Global Security or Securities
representing such Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
in definitive form of Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest and to have such
Debt Securities registered in its name.
EVENTS OF DEFAULT AND NOTICE THEREOF
Each of the Indentures defines an Event of Default with respect to any
series of Debt Securities as being any one of the following events and such
other events as may be established for the Debt Securities of a particular
series (as set forth in the related Prospectus Supplement): (a) failure to pay
interest on the Debt Securities when due, continued for 30 days; (b) failure to
pay (whether or not prohibited by any subordination provisions, if applicable)
principal (including any sinking fund installment) of or premium, if any, on the
Debt Securities when due; (c) failure to observe or perform any other covenant
of the Company set forth in the applicable Indenture or the Debt Securities of
such series, continued for 60 days after notice as provided in such Indenture;
and (d) certain events of bankruptcy, insolvency or reorganization in respect of
the Company. (Section 7.01.)
Within 90 days after the occurrence of a Default known to the Trustee, the
Trustee is required to transmit notice thereof to the holders of the applicable
Series of Debt Securities. Except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Debt Security, or in the
payment of any sinking fund installment, the Trustee may withhold such notice if
and so long as it in good faith determines that the withholding of such notice
is in the interests of holders of the Debt Securities. (Section 7.07.) If an
Event of Default in respect of a particular series of Senior Debt Securities
shall occur and be continuing, the Trustee or the holders of not less than 25%
in aggregate principal amount of the Debt Securities of such series outstanding
may declare the principal of such series due and payable immediately. (Section
7.01.) However, if prior to the entry of any judgment or decree for the
accelerated amount, the Company shall pay or deposit with the Trustee all
principal, premium, if any, and interest arrearage, then the holders of not less
than a majority in aggregate principal amount of the Debt Securities of the
affected series shall have the right to waive all defaults and the consequences
of having declared all principal payments due. Such waiver will not, however, be
operative as against nor impair any rights arising as a result of any subsequent
Event of Default with respect to such series. (Section 7.01.) The Trustee will
not be charged with knowledge of any Event of Default other than the Company's
failure to make principal and interest payments unless actual written notice
thereof is received by the Trustee. (Section 7.01.) No Event of Default with
respect to a particular series of Debt Securities necessarily constitutes an
Event of Default with respect to any other series of Debt Securities.
The Indentures contain provisions regarding limitations on the right to
institute legal proceedings. No holder of any Debt Securities of a particular
series shall have the right to institute an action or proceeding for rights
arising under
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<PAGE> 20
the applicable Indenture unless (i) such 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 institute an action and offered the Trustee such
reasonable indemnification as it may require; (iii) the Trustee shall not have
commenced such action within 60 days of receipt of such notice and
indemnification offer; 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 such series then
outstanding. Notwithstanding the foregoing, subject to applicable law and any
applicable subordination provisions, nothing shall prevent the holders of Debt
Securities from enforcing payment of the principal of or premium, if any, or
interest on their Debt Securities. No holder of Debt Securities of a particular
series may have 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 the Debt
Securities of such series outstanding at the time may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee, provided, however,
that the Trustee shall have the right to decline to follow such direction if,
being advised by counsel, the Trustee determines that the action so directed may
not lawfully be taken, or if the Trustee in good faith determines that the
action so directed would be unduly prejudicial to the holders of the Debt
Securities not taking part in such 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 shall occur (which shall not have been
cured or waived), the Trustee will be required 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 will be under no obligation to exercise any of its
rights or power under the applicable Indenture at the request of any of the
holders of the Debt Securities of such series unless they shall have offered to
the Trustee reasonable security or indemnity. (Section 8.02.)
The Company will be required to furnish to the Trustee annually a statement
as to the fulfillment by the Company of all of its obligations under the
relevant Indenture. (Section 5.06.)
DEFEASANCE
The Company may terminate its obligations under the applicable Indenture
with respect to the Debt Securities of a series at any time by acquiring and
delivering all outstanding Debt Securities of such series to the Trustee for
cancellation. The Company may also terminate all of its obligations under the
applicable Indenture with respect to the Debt Securities of a series, other than
its obligations in respect of payment of principal of and interest on the Debt
Securities of such series, at any time by depositing in trust with the Trustee
money or non-callable U.S. Government Obligations sufficient to pay all
remaining indebtedness on the Debt Securities of such series. Money or
securities so deposited in trust with the Trustee is for the sole benefit of the
holders of the Debt Securities of such series and, to the extent allocated for
payment of the Debt Securities of such series, shall not be subject to any
subordination provisions of the Subordinated Indenture. (Section 13.01.)
MERGER AND CONSOLIDATION
The Company may merge with another corporation if the Company is the
surviving corporation, or may consolidate with or merge into another corporation
or transfer all or substantially all of its assets to another corporation if the
resulting, surviving or transferee corporation assumes all obligations of the
Company under the Debt Securities of each series and the Indentures, and is not
immediately thereafter in default under any covenant in the Indentures. (Article
Twelve.)
MODIFICATION OF THE INDENTURES
With the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding Debt Securities of a particular series, the
related Indenture, the rights and obligations of the Company and the rights of
the holders of such series of Debt Securities may be modified by the Company and
the Trustee. However, no modification of the terms of payment of principal of or
premium, if any, or interest on Debt Securities of any series, and no
modification reducing the percentage of outstanding Debt Securities of a series
required for modification, will be effective against any holder of a Debt
Security of such series affected thereby without the holder's consent. The
Company and the Trustee may also enter into supplemental indentures, without
obtaining the consent of the holders of
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<PAGE> 21
any series of Debt Securities, to cure any ambiguity or to correct or supplement
any provision of the applicable 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.
Such 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 the
Company or to add to the covenants of the Company. (Article Eleven.)
CERTIFICATES AND OPINIONS TO BE FURNISHED TO TRUSTEE
Each Indenture provides that, in addition to such other certificates or
opinions as may be specifically required by other provisions of such Indenture,
every application by the Company for action by the Trustee thereunder shall be
accompanied by a certificate of certain officers of the Company and an opinion
of counsel (who may be counsel for the Company) 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
Audited financial statements of the Company will be provided 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, N.A., whose Corporate Trust Office is located at 2200
Ross Avenue, Fifth Floor, Dallas, Texas 75201, will be the Trustee under the
Subordinated Indenture with respect to each series of Subordinated Debt
Securities issued thereunder and the Trustee under the Senior Indenture with
respect to each series of Senior Debt Securities issued thereunder. Chase Bank
of Texas, N.A. also serves as Trustee with respect to the Company's $100,000,000
8.75% subordinated debentures due March 1, 2007 and its $100,000,000 7-3/8%
subordinated debentures 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
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
such resignation will require the appointment of a successor trustee under the
applicable Indenture in accordance with the terms and conditions thereof.
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 the Company 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.)
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<PAGE> 22
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 such series of Debt Securities will be
specified in the related Prospectus Supplement.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company, or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933, as amended (the "Act"). Any such
underwriter or agent will be identified, and any such compensation received from
the Company will be described, in the Prospectus Supplement.
The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making activities at any time without notice. No
assurance can be given as to the existence or the liquidity of any trading
market for any Debt Securities.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will be
subject to the condition that the purchase of the Debt Securities shall not at
the time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject. The underwriters and such other agents will not have
any responsibility in respect of the validity or performance of such contracts.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.
The specific terms and manner of sale of specific series of Debt Securities
offered hereby are set forth or summarized in an accompanying Prospectus
Supplement.
EXPERTS
The consolidated balance sheets of Centex Corporation and its subsidiaries
as of March 31, 1998 and 1997, and the related consolidated statements of
earnings, stockholders' equity and cash flows for each of the three years in the
period ended March 31, 1998, incorporated by reference in the Joint Annual
Report on Form 10-K, as amended, of the Company and 3333 Holding Corporation and
Centex Development Company, L.P. for the fiscal year ended March 31, 1998, and
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public
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<PAGE> 23
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
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<PAGE> 24
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company........................... S-3
Recent Developments................... S-3
Summary of Selected Financial Data.... S-4
Use of Proceeds....................... S-5
Capitalization........................ S-5
Description of Debentures............. S-7
Underwriting.......................... S-10
Legal Matters......................... S-10
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 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
Plan of Distribution.................. 12
Experts............................... 12
</TABLE>
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$100,000,000
[CENTEX LOGO]
CENTEX CORPORATION
% SUBORDINATED DEBENTURES
DUE 2003
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PROSPECTUS SUPPLEMENT
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DONALDSON, LUFKIN & JENRETTE
, 1998
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