<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 1999
Registration No. 2-95271
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of
incorporation or organization)
75-0778259
(I.R.S. Employer
Identification No.)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code)
--------------------
CENTEX CORPORATION STOCK OPTION PLAN
(Full title of the plan)
RAYMOND G. SMERGE
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER, GENERAL COUNSEL AND SECRETARY
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Name and address of agent for service)
(214) 981-5000
(Telephone number, including area code, of agent for service)
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
DEREGISTRATION OF 130,396 UNISSUED SHARES OF COMMON STOCK
SUBJECT TO CENTEX CORPORATION STOCK OPTION PLAN
Pursuant to its Registration Statement on Form S-8 (No. 2-95271) (the
"Registration Statement") Centex Corporation, a Nevada corporation (the
"Company"), registered 10,000,000 shares of its common stock ("Common Stock")
(after giving effect to all stock splits through the date hereof) for issuance
under the Centex Corporation Stock Option Plan. Upon termination of the Centex
Corporation Stock Option Plan in accordance with its terms, 130,396 of the
registered shares of Common Stock remain unissued.
The Company hereby removes from registration such 130,396 shares of
Common Stock.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 6th day of
December, 1999.
CENTEX CORPORATION
By: /s/ DAVID W. QUINN
--------------------------------
David W. Quinn
Vice Chairman of the Board
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
/s/ LAURENCE E. HIRSCH Chairman of the Board, Chief December 6, 1999
- ------------------------------------------------ Executive Officer and Director
Laurence E. Hirsch (Principal Executive Officer)
/s/ DAVID W. QUINN Vice Chairman of the Board, Chief December 6, 1999
- ------------------------------------------------ Financial Officer and Director
David W. Quinn (Principal Financial Officer)
/s/ JOHN S. WORTH, SR. Vice President and Controller December 6, 1999
- ------------------------------------------------ (Principal Accounting Officer)
John S. Worth, Sr.
Majority of the Board of Directors: December 6, 1999
By: /s/ LAURENCE E. HIRSCH Barbara T. Alexander, Dan W. Cook
--------------------------------------------- III, Juan L. Elek, Clint W. Murchison,
Laurence E. Hirsch III, Charles H. Pistor, Paul R. Seegers
Individually and as Attorney in Fact* and Paul T. Stoffel
</TABLE>
- --------------
*Pursuant to authority granted by powers of attorney, copies of which are filed
herewith
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
FILED HEREWITH
EXHIBIT OR INCORPORATED
NUMBER EXHIBIT BY REFERENCE
------- ------- ---------------
<S> <C> <C>
24 Powers of Attorney Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 24
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ BARBARA T. ALEXANDER
-------------------------------
Barbara T. Alexander
Director
Centex Corporation
<PAGE> 2
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ DAN W. COOK III
---------------------------
Dan W. Cook III
Director
Centex Corporation
<PAGE> 3
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ JUAN L. ELEK
----------------------------
Juan L. Elek
Director
Centex Corporation
<PAGE> 4
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ CLINT W. MURCHISON, III
--------------------------------
Clint W. Murchison, III
Director
Centex Corporation
<PAGE> 5
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ CHARLES H. PISTOR
-------------------------------
Charles H. Pistor
Director
Centex Corporation
<PAGE> 6
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ PAUL R. SEEGERS
-------------------------------
Paul R. Seegers
Director
Centex Corporation
<PAGE> 7
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the deregistration of 130,396
shares of Common Stock, par value $0.25 per share, of the Company previously
registered for issuance under the Centex Corporation Stock Option Plan, together
with any and all amendments to such Registration Statement.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of December, 1999.
/s/ PAUL T. STOFFEL
------------------------------
Paul T. Stoffel
Director
Centex Corporation
