<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1999.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 75-0778259
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2728 NORTH HARWOOD RAYMOND G. SMERGE
DALLAS, TEXAS 75201 EXECUTIVE VICE PRESIDENT, CHIEF LEGAL
(214) 981-5000 OFFICER AND SECRETARY
(Address, including zip code, and CENTEX CORPORATION
telephone number, including area 2728 NORTH HARWOOD
code, of registrant's principal DALLAS, TEXAS 75201
executive offices) (214) 981-5000
(Name, address, including zip
code, and telephone number,
including area code, of
agent for service)
----------
Copy To:
JAMES R. PEACOCK III
THOMPSON & KNIGHT, P.C.
1700 PACIFIC AVENUE
DALLAS, TEXAS 75201
(214) 969-1700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
AMOUNT PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PROPOSED MAXIMUM AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT(1) PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, $250,000,000 100% $250,000,000 $69,500
various series............... aggregate
principal amount
=================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
[Form of Prospectus Supplement. A Prospectus Supplement containing the
terms of [Debt Securities] being offered will be given to prospective investors
along with the Prospectus.]
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 199
[LOGO]
$
[DEBT SECURITIES]
CENTEX CORPORATION
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000
[Brief description of the [Debt Securities] to be completed at time of
offering.]
[Brief description of offering price of the [Debt Securities], including
price to the public of the [Debt Securities], the underwriter's discounts and
commissions and the net proceeds we are to receive, on both a per unit basis and
for the total amount of the offering.]
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus Supplement. Any representation to the
contrary is a criminal offense.
----------
[UNDERWRITERS]
----------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 199 .
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Prospectus Supplement ----
<S> <C>
Use of Proceeds.................................................................................................S-3
Capitalization..................................................................................................S-3
[Ratings........................................................................................................S-4
[Recent Developments............................................................................................S-4
Description of [Debt Securities]................................................................................S-4
General ...................................................................................................S-4
Underwriting....................................................................................................S-4
Prospectus
About this Prospectus.............................................................................................2
Where You Can Find More Information...............................................................................2
A Warning about Forward Looking Statements........................................................................2
The Company.......................................................................................................3
Use of Proceeds...................................................................................................3
Ratio of Earnings to Fixed Charges................................................................................3
Summary of Selected Financial Data................................................................................4
Description of Debt Securities....................................................................................5
General .....................................................................................................5
Covenants....................................................................................................6
Payment and Transfer.........................................................................................6
Senior Debt Securities.......................................................................................6
Subordinated Debt Securities.................................................................................7
Global Certificates..........................................................................................7
Events of Default............................................................................................8
Defeasance...................................................................................................9
Consolidation, Merger or Sale...............................................................................10
Modification of the Indentures..............................................................................10
Certificates and Opinions to Be Furnished to Trustee........................................................10
Report to Holders of Debt Securities........................................................................10
The Trustee.................................................................................................10
Ratings ....................................................................................................11
Meetings....................................................................................................11
Governing Law...............................................................................................11
Notices.....................................................................................................11
Plan of Distribution.............................................................................................12
By Agents...................................................................................................12
By Underwriters.............................................................................................12
Direct Sales................................................................................................12
General Information.........................................................................................12
Legal Opinions...................................................................................................12
Experts..........................................................................................................12
</TABLE>
S-2
<PAGE> 4
USE OF PROCEEDS
The net proceeds from the sale of the offered securities are estimated to
be approximately $ (after we pay underwriting discounts and expenses). We
will use these proceeds initially to repay short-term notes payable to banks and
commercial paper borrowings with a weighted average interest rate of
approximately %.
CAPITALIZATION
The following table sets forth the capitalization of Centex as of
, 199 and as adjusted (unaudited) to give effect to the issuance of
the [Debt Securities] and the application of the proceeds as indicated under
"Use of Proceeds".
<TABLE>
<CAPTION>
, 199
--------------------------------------------------------------------
CENTEX CORPORATION CENTEX
AND SUBSIDIARIES CORPORATION FINANCIAL SERVICES
--------------------- ---------------------- ---------------------
AS AS AS
ACTUAL ADJUSTED ACTUAL ADJUSTED ACTUAL ADJUSTED
-------- ---------- --------- ---------- --------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Short-term debt(1)(6)(7)............................ $ $ $ $ $ $
Long-term debt(2)(6)................................
[Debt Securities], offered hereby...................
Senior notes(3).....................................
Subordinated debentures(4)..........................
Other indebtedness(5)...............................
Total debt..........................................
Stockholders' Equity:
Preferred stock, undesignated par value;
authorized 5,000,000 shares; none issued.......
Common stock, $.25 par value; authorized
100,000,000 shares; shares
outstanding(8).................................
Capital in excess of par value......................
Retained earnings...................................
Total stockholders' equity..........................
Total debt and stockholders' equity................. $ $ $ $ $ $
======== ========== ========== ========== ========= ==========
</TABLE>
- ----------
(1) Short-term debt of $ billion at , 199 included $ million in
commercial paper, $ million owed to banks and $ million owed to
other financial institutions. Centex borrows on a short-term basis from
banks under uncommitted lines which bear interest at prevailing money
market rates. The weighted average interest rate on such short-term debt at
, 199 was %.
(2) [Description of Centex's long term credit facilities with banks in effect
at time of offering.]
(3) On October 1, 1998, Centex commenced a Medium Term Note program pursuant to
which, on October 21, 1998, it issued $15,000,000 of 6.40% senior notes
maturing October 5, 2002. On October 23, 1998, also pursuant to this
program, Centex issued $50,000,000 of floating rate senior notes maturing
April 28, 2000. On November 13, 1998, Centex replaced its existing Medium
Term Note program with a Senior/Subordinated Medium Term Note program
pursuant to which, on November 17, 1998, it issued $10,000,000 of floating
rate senior notes maturing May 19, 2000.
(4) In March 1987, Centex issued $100,000,000 of 8.75% subordinated notes
maturing March 1, 2007. These notes are not redeemable prior to maturity.
In June 1987, Centex issued $20,000,000 of 8.80% subordinated notes
maturing June 30, 2007. These notes were redeemed by Centex in April 1998.
In June 1995, Centex issued $100,000,000 of 73/8% subordinated notes
maturing June 1, 2005. These notes are not redeemable by Centex prior to
maturity. [Description of the priority of such indebtedness compared to the
offered Debt Securities and an appropriate cross reference to the
Prospectus.]
(5) Includes $2.1 million of convertible subordinated debt due in the year
2000.
(6) At , 199 , the total amount of Centex's outstanding debt that
would rank [senior to][equal to] the [Debt Securities] was approximately
$ million, including approximately $ million of debt to Centex's
subsidiaries. See "Description of Debt Securities" in the accompanying
Prospectus.
(7) In an effort to be more meaningful, this table shows the capitalization of
Centex on a fully-consolidated basis, including the consolidated debt of
Centex's financial services operations, which include [CTX Mortgage Company
(Centex's mortgage banking subsidiary),] [Centex Financial Services, Inc.]
and [Centex Home Equity Corporation (Centex's subprime mortgage lender)];
the capitalization related to Centex's business operations other than
financial services operations; and the capitalization related to Centex's
financial services operations. Centex also uses this format in presenting
its consolidated balance sheets.
(8) At , 199 , Centex had shares of its common stock reserved for
issuance under its stock option plans, of which were subject to
outstanding options.
S-3
<PAGE> 5
[RATINGS
At the time of their issuance, the [Debt Securities] will be rated by
and by . A security rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any time by the
assigning rating organization.]
[RECENT DEVELOPMENTS
To be completed with additional information, if necessary.]
DESCRIPTION OF [DEBT SECURITIES]
You should read carefully the following description of the terms of the
[Debt Securities] along with the description of the general terms of the Debt
Securities set forth in the accompanying Prospectus.
GENERAL
[Terms to be completed at time of offering.]
UNDERWRITING
[Terms to be completed at time of offering.]
S-4
<PAGE> 6
================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT COVER.
[LOGO]
$
[DEBT SECURITIES]
----------
Prospectus Supplement
----------
[UNDERWRITERS]
____________, 199
================================================================================
<PAGE> 7
SUBJECT TO COMPLETION, DATED FEBRUARY 24, 1999
PROSPECTUS
[LOGO]
$250,000,000
DEBT SECURITIES
CENTEX CORPORATION
2728 NORTH HARWOOD STREET
DALLAS, TEXAS 75201
(214) 981-5000
----------
We may offer unsecured general obligations of our company in the form of
either senior or subordinated debt. Senior debt includes our notes, debt and
guarantees, which are for money borrowed and not subordinated. Subordinated
debt, designated at the time it is issued, is entitled to interest and principal
payments after the senior debt payments.
We will provide the specific terms of these securities in supplements to
this Prospectus. You should read this Prospectus and the supplements carefully
before you invest.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
----------
The information in this Prospectus is incomplete and may be changed. We
may not sell these securities until a registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted. We may not use
this Prospectus to sell Debt Securities unless we also give prospective
investors a Prospectus Supplement.
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The date of this Prospectus is February , 1999.
<PAGE> 8
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process, we
may sell any combination of the securities described in this prospectus in one
or more offerings up to a total dollar amount of $250,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading WHERE YOU CAN
FIND MORE INFORMATION.
We are complying with the SEC's plain English program. This is an
initiative launched by the SEC to make prospectuses and other information more
understandable to the general investor. To see more detail, you should read the
exhibits filed with this registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048.
Our SEC filings are also available to the public over the Internet at the SEC's
web site at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.
o Joint Annual Report on Form 10-K of Centex 3333 Holding Corporation and
Centex Development Company, L.P. for the year ended March 31, 1998; and
o Joint Quarterly Reports on Form 10-Q of Centex 3333 Holding Corporation
and Centex Development Company, L.P. for the quarters ended June 30,
1998, September 30, 1998 and December 31, 1998.
o Current Reports on Form 8-K of Centex Corporation dated October 21, 1998
and November 24, 1998.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Centex Corporation
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this document, and in our public
documents to which we refer, that are subject to risks and uncertainties. These
forward-looking statements include information about possible or assumed future
results of our operations. Also, when we use any of the words "believes,"
"expects," "anticipates" or similar expressions, we are making forward-looking
statements. Many possible events or factors could affect the future financial
results and performance of our company. This could cause results or performance
to differ materially from
2
<PAGE> 9
those expressed in our forward-looking statements. You should consider these
risks when you purchase securities. These possible events or factors include the
following:
o changes in interest rates;
o competitive factors, governmental regulation and the cost and
availability of raw materials;
o growth in home building, investment real estate, financial services,
construction products and contracting and construction services
industries in the local markets where we conduct business;
o pending litigation; and
o general business conditions.
THE COMPANY
Through its various subsidiaries, Centex Corporation is one of the
nation's largest home builders, mortgage lenders and general building
contractors. We currently operate in five principal business segments: Home
Building, Investment Real Estate, Financial Services, Construction Products and
Contracting and Construction Services. The Home Building business has expanded
to include both Conventional Homes and Manufactured Homes. The Conventional
Homes operations currently involve the construction and sale of single-family
homes, town homes and low-rise condominiums and also include the purchase and
development of land. In March 1997, we entered into the Manufactured Homes
business when we acquired approximately 80% of the common stock of Cavco
Industries, Inc. Manufactured Homes operations include the manufacture of
quality residential and park model homes and their sale through company-owned
retail outlets and a network of independent dealers. Investment Real Estate
operations involve the acquisition, development and sale of land, the
development of industrial, office, retail and other commercial projects and
apartment complexes. Through our Financial Services operations, we offer
financing of conventional and manufactured homes, home equity and sub-prime
lending and the sale of title and other insurance coverages. These activities
include mortgage origination and other related services for homes sold by our
subsidiaries and by others. We also manufacture cement, gypsum wallboard and
ready-mix concrete for distribution and sale through our Construction Products
operations. Contracting and Construction Services activities involve the
construction of buildings for both private and government interests, including
office, commercial and industrial buildings, hospitals, hotels, museums,
libraries, airport facilities and educational facilities. In April 1994, our
construction products subsidiary, Centex Construction Products, Inc. ("CXP"),
completed an initial public offering of 51% of its common stock. Principally as
a result of stock repurchases by CXP, our ownership interest in CXP was 59.2% as
of December 31, 1998.
Our principal executive office is located at 2728 N. Harwood Street,
Dallas, Texas 75201, and our telephone number is (214) 981-5000.
USE OF PROCEEDS
Except as otherwise provided in the related Prospectus Supplement, the
net proceeds from the sale of the offered securities will be used for general
corporate purposes, and substantially all of the proceeds initially will be used
to repay short-term notes payable to banks and commercial paper borrowings.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED DECEMBER 31, FISCAL YEARS ENDED MARCH 31,
------------------- ---------------------------------------------
1998 1997 1998 1997 1996 1995 1994
------- ------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Centex (excluding financial services and
savings and loan operations) ...... 10.51x 7.16x 5.86x 4.46x 2.56x 4.57x 2.80x
Total enterprise .......................... 3.74x 3.62x 3.69x 3.28x 2.17x 3.23x 2.77x
</TABLE>
These computations include Centex Corporation, and except as otherwise
noted, our subsidiaries, and 50% or less owned companies. For these ratios,
"earnings" is determined by adding "fixed charges" (excluding interest
capitalized), income taxes, minority common stockholders' equity in net income
and amortization of interest capitalized to income from continuing operations
after eliminating equity in undistributed earnings and adding back losses of
3
<PAGE> 10
companies in which at least 20% but less than 50% stock is owned. For this
purpose, "fixed charges" consists of (i) interest on all debt and amortization
of debt discount and expense, (ii) interest capitalized, and (iii) an interest
factor attributable to rentals.
SUMMARY OF SELECTED FINANCIAL DATA
In the table below, we provide you with selected historical consolidated
financial data of Centex Corporation. We prepared this information using the
consolidated financial statements of Centex Corporation for each of the fiscal
years in the five-year period ended March 31, 1998, as well as for the
nine-month periods ended December 31, 1998 and 1997. The financial statements as
of the dates indicated and for each of the fiscal years in the five-year period
ended March 31, 1998 have been audited by Arthur Andersen LLP, independent
public accountants. The financial statements for the nine-month periods ended
December 31, 1998 and 1997 have not been audited.
When you read this selected historical consolidated financial data, you
should also read the historical financial statements and accompanying Notes that
Centex Corporation has included in its joint annual report on Form 10-K for the
year ended March 31, 1998 and its joint quarterly report on Form 10-Q for the
nine months ended December 31, 1998. (You can obtain these reports by following
the instructions we provide under "Where You Can Find More Information" on page
2.)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31, FISCAL YEARS ENDED MARCH 31,
--------------------------- -----------------------------------------------------------
1998 1997 1998 1997 1996 1995
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues (1) .................. $ 3,609,774 $ 2,836,204 $ 3,975,450 $ 3,784,991 $ 3,102,987 $ 3,277,504
Net earnings (2) .............. 163,767 100,781 144,806 106,563 53,365 92,248
Total assets .................. 4,393,284 3,059,159 3,416,219 2,678,829 2,336,966 2,049,698
Total long-term debt,
including debentures (3) ... 284,151 240,183 237,715 236,769 321,002 222,530
Total debt (3) ................ 669,427 377,683 311,538 283,769 408,253 427,381
Deferred income tax (asset)
liability (3) .............. (90,785) (166,471) (144,090) (195,983) 16,085 27,795
Stockholders' equity .......... 1,136,466 947,401 991,172 835,777 772,836 668,227
Total debt as a percent of
total capitalization
(total debt, deferred
income tax liability,
negative goodwill,
minority interest and
stockholders' equity) (3) .. 33.2% 24.3% 20.3% 20.9% 35.6% 38.0%
<CAPTION>
FISCAL YEARS ENDED MARCH 31,
----------------------------
1994
(DOLLARS IN THOUSANDS)
<S> <C>
Revenues (1) .................. $ 3,039,709
Net earnings (2) .............. 85,162
Total assets .................. 2,580,356
Total long-term debt,
including debentures (3) ... 222,832
Total debt (3) ................ 429,470
Deferred income tax (asset)
liability (3) .............. 35,088
Stockholders' equity .......... 668,659
Total debt as a percent of
total capitalization
(total debt, deferred
income tax liability,
negative goodwill,
minority interest and
stockholders' equity) (3) .. 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, 59.2% as of
December 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 Centex's
Consolidated Financial Statements incorporated by reference in the joint
annual report on Form 10-K of Centex for the year ended March 31, 1998,
which annual report on Form 10-K is incorporated by reference.
4
<PAGE> 11
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be our direct unsecured general obligations. The
Debt Securities will be either senior debt securities or subordinated debt
securities. The Debt Securities will be issued under one or more separate
indentures between us and Chase Bank of Texas, National Association (successor
to Texas Commerce Bank National Association) as Trustee. Senior Debt Securities
will be issued under a "Senior Indenture" and Subordinated Debt Securities will
be issued under a "Subordinated Indenture". Together the Senior Indentures and
the Subordinated Indentures are called "Indentures". Unless specifically stated
otherwise, all references below to an Article or Section refer to that Article
or Section in both Indentures. As used in this Prospectus, unless the context
otherwise requires, "debt securities" in lower case letters shall mean all debt
securities issued or issuable, as the case may be, under the respective
Indentures, and "Debt Securities" with initial capital letters shall mean the
Debt Securities covered by this Prospectus and any accompanying Prospectus
Supplement.
We have summarized selected provisions of the Indentures below. The
summary is not complete. The Senior Indenture has been filed with the SEC as
Exhibit 4.1 to our current report on Form 8-K dated October 21, 1998. The
Subordinated Indenture has been filed with the SEC as Exhibit 4.7 to our 1993
annual report on Form 10-K. You should read the Indentures for provisions that
may be important to you. In the summary below, we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Capitalized terms used in the following summary have the meanings
specified in the Indentures unless otherwise defined below.
GENERAL
Because we are a holding company that conducts all of our operations
through our subsidiaries, holders of Debt Securities will generally have a
junior position to claims of creditors of our subsidiaries, including trade
creditors, debtholders, secured creditors, taxing authorities, guarantee holders
and any preferred stockholders. All of our operating subsidiaries have ongoing
corporate debt programs used to finance their business activities. As of
December 31, 1998, our subsidiaries had approximately $1.5 billion of
outstanding debt. Moreover, our ability to pay principal and interest on the
Debt Securities is, to a large extent, dependent upon our receiving dividends,
interest or other amounts from our subsidiaries. The Indentures under which the
Debt Securities are to be issued do not contain any limitation on our ability to
incur additional debt or on our subsidiaries' ability to incur additional debt
to us or to unaffiliated third parties. In addition, we borrow funds and lend
funds to our subsidiaries from time to time to manage our working capital needs.
Our indebtedness to our subsidiaries will rank equally in right of payment to
Senior Debt Securities and senior in right of payment to Subordinated Debt
Securities.
A prospectus supplement and a supplemental indenture relating to any
series of Debt Securities being offered will include specific terms relating to
the offering. These terms will include some or all of the following:
o The title, type and amount of the Debt Securities;
o The total principal amount and priority of the Debt Securities;
o The percentage of the principal amount at which the Debt Securities will
be issued and any payments due if the maturity of the Debt Securities is
accelerated;
o The dates on which the principal of the Debt Securities will be payable;
o The interest rate which the Debt Securities will bear and the interest
payment dates for the Debt Securities;
o Any optional redemption periods;
o Any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the Debt Securities;
o Any provisions granting special rights to holders when a specified event
occurs;
5
<PAGE> 12
o Any changes to or additional Events of Defaults or covenants;
o Any special tax implications of the Debt Securities, including provisions
for Original Issue Discount Securities, if offered; and
o Any other terms of the Debt Securities.
None of the Indentures limits the amount of Debt Securities that may be
issued. Each Indenture allows Debt Securities to be issued up to the principal
amount that may be authorized by us and may be in any currency or currency unit
designated by us.
Debt Securities of a series may be issued in registered, bearer, coupon or
global form.
COVENANTS
Under the Indentures, we will:
o pay the principal, interest and any premium on the Debt Securities when
due;
o maintain a place of payment;
o deliver a report to the Trustee at the end of each fiscal year reviewing
our obligations under the Indentures; and
o deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or any premium.
PAYMENT AND TRANSFER
Unless we designate otherwise, we will pay principal, interest and any
premium on fully registered securities in Dallas, Texas. We will make payments
by check mailed to the persons in whose names the Debt Securities are registered
on days specified in the Indentures or any prospectus supplement. We will make
Debt Securities payments in other forms at a place we designate and specify in a
prospectus supplement. You may transfer or exchange fully registered securities
at the corporate trust office of the Trustee or at any other office or agency
maintained by us for such purposes, without having to pay any service charge
except for any tax or governmental charge. (Sections 2.04, 2.06 and 5.02)
SENIOR DEBT SECURITIES
Generally speaking, Senior Debt Securities will rank equally with all of
our other Senior Debt and unsubordinated debt. As of December 31, 1998, the
total amount of our debt that would rank equally with Senior Debt Securities was
approximately $719.9 million, including approximately $354.0 million of debt to
our subsidiaries. All series of Senior Debt Securities issued under the Senior
Indenture will rank equally in right of payment with each other and with our
$15,000,000 of 6.40% senior notes due October 25, 2002, our $50,000,000 of
floating rate senior notes due April 28, 2000, our $10,000,000 of floating rate
senior notes due May 19, 2000 and other such senior notes. Any additional senior
debt securities would rank equally in right of payment with the Senior Debt
Securities offered hereby. Further, the Senior Indenture does not prohibit us
from issuing additional debt securities that may rank equally in right of
payment to the Senior Debt Securities.
Any Senior Debt Securities offered pursuant to the Senior Indenture will
be senior in right of payment to our $100,000,000 of 8.75% subordinated notes
due March 1, 2007 and $100,000,000 of 7-3/8% subordinated notes due June 1,
2005, all issued under the Subordinated Indenture.
"Senior Debt" is defined to include all notes or other unsecured evidences
of indebtedness including guarantees of Centex for money borrowed by us, not
expressed to be subordinate or junior in right of payment to any other
indebtedness of Centex.
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<PAGE> 13
SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will have a junior position to all of our
Senior Debt. Under the Subordinated Indenture, payment of the principal,
interest and any premium on the Subordinated Debt Securities will generally be
subordinated and junior in right of payment to the prior payment in full of all
Senior Debt. The Subordinated Indenture provides that no payment of principal,
interest and any premium on the Subordinated Debt Securities may be made in the
event:
o of any insolvency, bankruptcy or similar proceeding involving us or our
property, or
o we fail to pay the principal, interest, any premium or any other amounts
on any Senior Debt when due.
The Subordinated Indenture will not limit the amount of Senior Debt that
we may incur.
The Subordinated Indenture provides that the Subordinated Debt Securities
are equal in priority to a $2,100,000 convertible subordinated note due in the
year 2000, are entitled to similar rights of subrogation and are otherwise not
superior in right of payment to such note. (Subordinated Indenture Section
3.02.) All series of Subordinated Debt Securities as well as other series of
subordinated debt securities issued under the Subordinated Indenture, including
our $100,000,000 8.75% subordinated notes due March 1, 2007 and our $100,000,000
7-3/8% subordinated notes due June 1, 2005, will rank equally with each other in
right of payment.
Except as discussed below, the Subordinated Indenture prohibits us from
making any payment of principal of or premium, if any, or interest on, or
sinking fund requirements for, the Subordinated Debt Securities during the
continuance of any default in respect of certain Senior Debt or any default
under any agreement pursuant to which the Senior Debt was issued beyond the
period of grace, unless and until such default on the Senior Debt is cured or
waived. (Subordinated Indenture Section 3.02.)
Except as discussed below, upon any distribution of our assets in
connection with any dissolution, winding up, liquidation, reorganization,
bankruptcy or other similar proceeding relative to us, our creditors or our
property, the holders of all Senior Debt will first be entitled to receive
payment in full of the principal thereof and premium, if any, and interest due
thereon before the holders of the Subordinated Debt Securities are entitled to
receive any payment of the principal of and premium, if any, or interest on the
Subordinated Debt Securities. (Subordinated Indenture Section 3.02.) Because of
this subordination, if we become insolvent, our creditors who are not holders of
Senior Debt or of the Subordinated Debt Securities may recover less, ratably,
than holders of Senior Debt but may recover more, ratably, than holders of the
Subordinated Debt Securities.
GLOBAL CERTIFICATES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with a depository
identified in a prospectus supplement.
The specific terms of the depository arrangements with respect to any Debt
Securities of a series will be described in a prospectus supplement.
Unless otherwise specified in a prospectus supplement, Debt Securities
issued in the form of a global certificate to be deposited with a Depository
will be represented by a global certificate registered in the name of the
Depository or its nominee. Upon the issuance of a global certificate in
registered form, the Depository for the global certificate will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by the global certificate to the accounts of
institutions that have accounts with the Depository or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of the Debt Securities or by us, if the Debt Securities
are offered and sold directly by us. Ownership of beneficial interests in a
global certificate will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in a global certificate will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depository or its nominee for the global certificate. Ownership of beneficial
interests in a global certificate by persons that hold through participants will
be shown on, and the transfer
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<PAGE> 14
of that ownership interest within such participant will be effected only
through, records maintained by such participant. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to transfer beneficial interests in a global certificate.
So long as the Depository for a global certificate in registered form, or
its nominee, is the registered owner of the global certificate, the Depository
or its nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities of the series represented by the global certificate for
all purposes under the Indentures. Except as set forth below, owners of
beneficial interests in a global certificate will not be entitled to have Debt
Securities of the series represented by the global certificate registered in
their names, will not receive or be entitled to receive physical delivery of
Debt Securities in definitive form, and will not be considered the owners or
holders of the global certificate under the applicable Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities of a series registered in the name of or held by a Depository or its
nominee will be made to the Depository or its nominee, as the case may be, as
the registered owner or the holder of a global certificate representing the Debt
Securities. None of Centex, the Trustee, any Paying Agent, or the applicable
Debt Security Registrar for the Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a global certificate for such Debt
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
We expect that the Depository for Debt Securities of a series, upon
receipt of any payment of principal, premium or interest in respect of a
permanent global certificate, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of the global certificate as shown on the records of the
Depository. We also expect that payments by participants to owners of beneficial
interests in a global certificate held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and such payments will be the responsibility of the
participants. However, we have no control over the practices of the Depository
and/or the participants and there can be no assurance that these practices will
not be changed.
Unless it is exchanged in whole or in part for Debt Securities in
definitive form, a global certificate may generally be transferred only as a
whole unless it is being transferred to certain nominees of the Depository.
Unless otherwise stated in any prospectus supplement, The Depository Trust
Company, New York, New York will act as Depository. Beneficial interests in
global certificates will be shown on, and transfers of global certificates will
be effected only through, records maintained by The Depository Trust Company and
its participants.
EVENTS OF DEFAULT
"Event of Default" when used in an Indenture will mean any of the
following:
o failure to pay the principal or any premium on any Debt Security when due;
o failure to deposit any sinking fund payment when due;
o failure to pay interest on any Debt Security for 30 days;
o failure to perform any other covenant in the Indenture that continues for
60 days after being given written notice;
o certain events in bankruptcy, insolvency or reorganization of Centex; or
o any other Event of Default included in any Indenture or supplemental
indenture. (Section 7.01.)
An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under an Indenture. The Trustee may withhold notice to the
holders of
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<PAGE> 15
Debt Securities of any default (except in the payment of principal or interest)
if it considers such withholding of notice to be in the best interests of the
holders.
If an Event of Default for any series of Debt Securities occurs and
continues, the Trustee or the holders of at least 25% of the total principal
amount of the Debt Securities of the series may declare the entire principal of
that series due and payable immediately. (Section 7.01.) If this happens,
subject to certain conditions, the holders of a majority of the aggregate
principal amount of the Debt Securities of that series can void the declaration.
(Section 7.01.) The Trustee will not be charged with knowledge of any Event of
Default other than our failure to make principal and interest payments unless
actual written notice is received by the Trustee. (Section 7.01.)
The Indentures limit the right to institute legal proceedings. No holder
of any Debt Securities will have the right to bring a claim under an Indenture
unless (i) the holder has given written notice of default to the Trustee; (ii)
the holders of not less than 25% of the aggregate principal amount of Debt
Securities of such series shall have made a written request to the Trustee to
bring the claim and furnished the Trustee such reasonable indemnification as it
may require; (iii) the Trustee has not commenced such action within 60 days of
receipt of such notice and indemnification; and (iv) no direction inconsistent
with such request has been given to the Trustee by the holders of not less than
a majority of the aggregate principal amount of the Debt Securities of the
series then outstanding. Subject to applicable law and any applicable
subordination provisions, the holders of Debt Securities may enforce payment of
the principal of or premium, if any, or interest on their Debt Securities. No
holder of Debt Securities of a particular series has the right to prejudice the
rights or obtain priority or preference over the rights of any other holder of
Debt Securities of such series. (Section 7.04.)
The holders of a majority in aggregate principal amount of any series of
Debt Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any power
conferred on the Trustee, provided, however, that the Trustee may decline to
follow such direction if, being advised by counsel, the Trustee determines that
the action is not lawful, or if the Trustee in good faith determines that the
action would unduly prejudice the holders of the Debt Securities not taking part
in the action or would impose personal liability on the Trustee. (Section 7.06.)
Each Indenture provides that, in case an Event of Default in respect of a
particular series of Debt Securities has occurred, the Trustee is to use the
degree of care of a prudent man in the conduct of his own affairs. (Section
8.01.) Subject to such provisions, the Trustee is under no obligation to
exercise any of its rights or power under the Indenture at the request of any of
the holders of the Debt Securities of such series unless they have furnished to
the Trustee reasonable security or indemnity. (Section 8.02.)
We will be required to furnish to the Trustee an annual statement as to
the fulfillment by Centex of all of our obligations under the relevant
Indenture. (Section 5.06.)
DEFEASANCE
We will be discharged from our obligations on the Debt Securities of any
series at any time we deposit with the Trustee sufficient cash or government
securities to pay the principal, interest, any premium and any other sums due to
the stated maturity date or a redemption date of the Debt Securities of the
series. If this happens, the holders of the Debt Securities of the series will
not be entitled to the benefits of the Indenture except for registration of
transfer and exchange of Debt Securities and replacement of destroyed, lost,
stolen or mutilated Debt Securities. (Section 13.01.)
Under Federal income tax law as of the date of this prospectus, a
discharge may be treated as an exchange of the related Debt Securities. Each
holder might be required to recognize a gain or loss equal to the difference
between the holder's cost or other tax basis for the Debt Securities and the
value of the holder's interest in the trust. Holders might be required to
include as income a different amount than would be includable without the
discharge. We urge you to consult your tax adviser as to the consequences of a
discharge, including the applicability and effect of tax laws other than the
Federal income tax law.
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<PAGE> 16
CONSOLIDATION, MERGER OR SALE
Each Indenture generally permits us to consolidate or merge with another
corporation. The Indentures also permit us to sell all or substantially all of
our property and assets. If this happens, the remaining or acquiring corporation
shall assume all of our responsibilities and liabilities under the Indentures
including the payment of all amounts due on the Debt Securities and performance
of the covenants in the Indentures.
However, we will only consolidate or merge with or into any other
corporation or sell all or substantially all of our assets according to the
terms and conditions of the Indentures. The remaining or acquiring corporation
will be substituted for us in the Indentures with the same effect as if it had
been an original party to the Indenture. Thereafter, the successor corporation
may exercise our rights and powers under any Indenture, in our name or in its
own name. Any act or proceeding required or permitted to be done by our Board of
Directors or any of our officers may be done by the board or officers of the
successor corporation. (Article Twelve.)
MODIFICATION OF THE INDENTURES
Under each Indenture we may modify rights and obligations and the rights
of the holders with the consent of the holders of a majority in aggregate
principal amount of the outstanding debt securities of each series affected by
the modification. We cannot, however, modify the principal or interest payment
terms, or reduce the percentage required for modification, against any holder
without its consent. We may also enter into supplemental indentures with the
Trustee, without obtaining the consent of the holders of any series of debt
securities, to cure any ambiguity or to correct or supplement any provision of
an Indenture or any supplemental indenture which may be defective or
inconsistent with any other provision, to pledge any property to or with the
Trustee or to make any other provisions with respect to matters or questions
arising under the Indentures, provided that such action does not adversely
affect the interests of the holders of the debt securities. We may also enter
into supplemental indentures without the consent of holders of any series of
debt securities to set forth the terms of additional series of debt securities,
to evidence the succession of another person to our obligations under the
Indenture or to add to our covenants. (Article Eleven.)
CERTIFICATES AND OPINIONS TO BE FURNISHED TO TRUSTEE
Each Indenture provides that, in addition to other certificates or
opinions that may be specifically required by other provisions of an Indenture,
every time we ask the Trustee to take action under such Indenture, we must
provide a certificate of certain of our officers and an opinion of counsel (who
may be our counsel) stating that, in the opinion of the signers, all conditions
precedent to such action have been complied with. (Section 15.07.)
REPORT TO HOLDERS OF DEBT SECURITIES
We will provide audited financial statements annually to holders of debt
securities. (Section 6.03.) The Trustee is required to submit an annual report
to the holders of the debt securities regarding, among other things, the
Trustee's eligibility to serve as such, the priority of the Trustee's claims
regarding certain advances made by it, and any action taken by the Trustee
materially affecting the debt securities.
THE TRUSTEE
Chase Bank of Texas, National Association, whose Corporate Trust Office is
located at 2200 Ross Avenue, Fifth Floor, Dallas, Texas 75201, will be the
Trustee under the Subordinated Indenture and the Senior Indenture. Chase Bank of
Texas, National Association also serves as Trustee with respect to our
$100,000,000 8.75% subordinated notes due March 1, 2007 and our $100,000,000
7-3/8% subordinated notes due June 1, 2005, all previously issued under the
Subordinated Indenture, as supplemented by a Subordinated Indenture Supplement
dated as of March 12, 1987 and a Subordinated Indenture Supplement dated as of
June 9, 1995, respectively. Chase Bank of Texas, National Association also
serves as Trustee with respect to our $15,000,000 6.40% senior notes due October
25, 2002, our $50,000,000 floating rate senior notes due April 28, 2000 and our
$10,000,000 floating rate senior notes due May 19, 2000, all previously issued
under the Senior Indenture, as supplemented by a Senior Indenture Supplement
dated as of October 1, 1998, respectively.
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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. If the Trustee resigns, a successor trustee will be appointed in
accordance with the terms and conditions of the applicable Indenture.
Centex and its affiliates maintain other banking relationships in the
ordinary course of business with the Trustee and its affiliates.
The Trustee may resign or be removed by us with respect to one or more
series of debt securities and a successor trustee may be appointed to act with
respect to any such series. The holders of a majority in aggregate principal
amount of the debt securities of any series may remove the Trustee with respect
to the debt securities of such series. (Section 8.10.)
Each Indenture contains certain limitations on the right of the Trustee
thereunder, in the event that it becomes a creditor of the Company, to obtain
payment of claims in certain cases, or to realize on certain property received
in respect of any such claim as security or otherwise. (Section 8.13.)
RATINGS
Particular series of Debt Securities may be rated by one or more
nationally recognized statistical rating agencies. The rating agency or agencies
and rating or ratings to be assigned with respect to a series of Debt Securities
will be specified in the prospectus supplement for the series of Debt
Securities.
MEETINGS
Each Indenture contains provisions describing how meetings of the Holders
of debt securities of a series may be convened. A meeting may be called at any
time by the Trustee, and also, upon request, by us or the Holders of at least
10% in principal amount of the outstanding debt securities of a series. A notice
of the meeting must always be given in the manner described under "-Notices"
below. Generally speaking, except for any consent that must be given by all
Holders of a series as described under "-Modification of Indentures" above, any
resolution presented at a meeting of the Holders of a series of debt securities
may be adopted by the affirmative vote of the Holders of a majority in principal
amount of the outstanding debt securities of that series, unless the Indenture
allows the action to be voted upon to be taken with the approval of the Holders
of a different specific percentage of principal amount of outstanding debt
securities of a series. In that case, the Holders of outstanding debt securities
of at least the specified percentage must vote in favor of the action. Any
resolution passed or decision taken at any meeting of Holders of debt securities
of any series in accordance with the applicable Indenture will be binding on all
Holders of debt securities of that series and any related coupons, unless, as
discussed in "-Modification of Indentures" above, the action is only effective
against Holders that have approved it. The quorum at any meeting called to adopt
a resolution, and at any reconvened meeting, will be Holders holding or
representing a majority in principal amount of the outstanding debt securities
of a series.
GOVERNING LAW
Each Indenture and the Debt Securities will be governed by and construed
in accordance with the laws of the State of Texas.
NOTICES
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they appear in the Senior Debt Security Register or
the Subordinated Debt Security Register, as applicable.
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<PAGE> 18
PLAN OF DISTRIBUTION
We may sell the offered securities (a) through agents; (b) through
underwriters or dealers; or (c) directly to one or more purchasers.
BY AGENTS
Offered securities may be sold through agents designated by us. The agents
agree to use their reasonable best efforts to solicit purchases for the period
of their appointment.
BY UNDERWRITERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. The underwriters will be obligated to purchase
all the securities of the series offered if any of the securities are purchased.
Any initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
DIRECT SALES
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of
1933 (the "Act"), and any discounts or commissions received by them from us and
any profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Act. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL OPINIONS
Raymond G. Smerge, Esq., our Executive Vice President, Chief Legal Officer
and Secretary, will issue an opinion about the legality of the offered
securities for us. Certain legal matters in connection with the offered
securities will be passed upon for us by Thompson & Knight, P.C., Dallas, Texas,
our special counsel. Any underwriters will be advised about other issues
relating to any offering by their own legal counsel.
EXPERTS
Arthur Andersen LLP, independent accountants, audited our financial
statements and schedules incorporated by reference in this prospectus and
elsewhere in the registration statement. These documents are incorporated by
reference herein in reliance upon the authority of Arthur Andersen as experts in
accounting and auditing in giving the report.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee ................................. $ 69,500
Trustee's fees and expenses (including legal fees) ... 20,000
Accounting fees and expenses ......................... 25,000
Legal fees and expenses .............................. 25,000
Printing expenses .................................... 10,000
Blue Sky fees and expenses (including legal fees) .... 10,000
Rating Agency fees ................................... 65,000
Miscellaneous ........................................ 5,500
--------
Total ................................................ $230,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Nevada corporation. Pursuant to the provisions of
Section 78.751 of the Nevada General Corporation Law (the "NGCL"), every Nevada
corporation has authority to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause or belief his conduct was unlawful.
Under Nevada law, the Registrant also has the authority to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation, to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust of other
enterprise against expenses including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification shall be made, however, for any claim, issue or
matter as to which a person has been adjudged by a court of competent
jurisdiction to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court determines that
in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
To the extent any person referred to in the two immediately preceding
paragraphs is successful on the merits or otherwise in defense of any action,
suit or proceeding, the NGCL provides that such person must be indemnified by
the corporation against expenses including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
Section 78.751 of the NGCL requires the corporation to obtain a
determination that any discretionary indemnification is proper under the
circumstances. Such a determination must be made by the corporation's
stockholders; its board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding; or under
certain circumstances, by independent legal counsel. The Articles of
Incorporation of the Registrant provide for indemnification of its directors and
officers to the extent provided by Nevada law.
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<PAGE> 20
In addition, Section 78.037 of the NGCL permits Nevada corporations to
include in their articles of incorporation a provision eliminating the personal
liability of their directors and officers, to the corporation or stockholders,
for damages resulting from their breach of fiduciary duties. An amendment to the
Articles of Incorporation of the Registrant was adopted by its stockholders at
the annual meeting held on July 15, 1987 in order to effect the permitted
limitation on liability. This limitation on liability is also reflected in the
Bylaws of the Registrant.
The Bylaws of the Registrant provide that the corporation shall
indemnify its directors, officers, employees and agents to the fullest extent
provided by the NGCL and its Articles of Incorporation. In addition, the Bylaws
of the Registrant provide for indemnification to the same extent of any
director, officer or employee of the corporation who serves in any fiduciary
capacity with respect to any profit sharing, pension or other type of welfare
plan or trust for the benefit of employees of the corporation or its
subsidiaries.
Reference is also made to the indemnification provisions of Section 8
of the form Underwriting Agreement filed as Exhibit 1.1 hereto for provisions
relating to the indemnification of directors, officers and controlling persons
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
The Registrant has entered into indemnification contracts with its
directors and may enter into similar contracts from time to time with certain
officers and employees of the Registrant and its subsidiaries who are not
directors of the Registrant. The general effect of the indemnification contracts
is to provide that the indemnitees shall be indemnified to the fullest possible
extent permitted by the law against all expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in any action or proceeding, including any action by or in the right of
the Registrant, by reason of their service in the foregoing capacities. The
provisions of the aforementioned indemnification contracts were approved by the
Registrant's stockholders at the annual meeting of stockholders held on July 16,
1986.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text of
the statute, articles of incorporation, bylaws, agreements and insurance
policies referred to above and are qualified in their entirety by reference
thereto.
ITEM 16. EXHIBITS
The information required by this Item 16 is set forth in the Index to
Exhibits accompanying this Registration Statement.
ITEM 17. UNDERTAKINGS
(a) Rule 415 offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registrant Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
II-2
<PAGE> 21
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Acceleration of effectiveness.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 15, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) Rule 430A offering.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, as of February 24, 1999.
CENTEX CORPORATION
(Registrant)
By: /s/ Laurence E. Hirsch
-----------------------------------
Laurence E. Hirsch
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Laurence E. Hirsch, and David W. Quinn, or any of them,
as attorney-in-fact to execute in the name and on behalf of each such person
individually and in each capacity stated below and to file any amendments to
this Registration Statement, including any and all pre-effective and
post-effective amendments, with all exhibits thereto and other documents in
connection therewith.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
<S> <C> <C>
/s/ Laurence E. Hirsch Chairman of the Board and February 24, 1999
- --------------------------------------------- Chief Executive Officer;
Laurence E. Hirsch Director
(Principal Executive Officer)
/s/ David W. Quinn Vice Chairman of the Board and February 24, 1999
- --------------------------------------------- Chief Financial Officer;
David W. Quinn Director
(Principal Financial Officer)
/s/ Barry G. Wilson Controller February 24, 1999
- --------------------------------------------- (Principal Accounting Officer)
Barry G. Wilson
/s/ Alan B. Coleman Director February 24, 1999
- ---------------------------------------------
Alan B. Coleman
</TABLE>
II-4
<PAGE> 23
<TABLE>
<CAPTION>
Signatures Capacity in Which Signed Date
---------- ------------------------ ----
<S> <C> <C>
/s/ Dan W. Cook III Director February 24, 1999
- ---------------------------------------------
Dan W. Cook III
/s/ Juan L. Elek Director February 24, 1999
- ---------------------------------------------
Juan L. Elek
/s/ Clint W. Murchison, III Director February 24, 1999
- ---------------------------------------------
Clint W. Murchison, III
/s/ Charles H. Pistor Director February 24, 1999
- ---------------------------------------------
Charles H. Pistor
/s/ Paul R. Seegers Director February 24, 1999
- ---------------------------------------------
Paul R. Seegers
/s/ Paul T. Stoffel Director February 24, 1999
- ---------------------------------------------
Paul T. Stoffel
</TABLE>
II-5
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQ. NO.
NUMBER PAGE
------ --------
<S> <C>
1.1 Form of Underwriting Agreement, including form of Pricing Agreement (filed as Exhibit
1.1 to the Registrant's Form S-3 Registration Statement (File No. 33-61223), and
incorporated herein by reference)
4.1 Restated Articles of Incorporation of the Registrant (filed as Exhibit 4.1 to the Joint
Registration Statement (File No. 333-55717) of the Registrant, 3333 Holding Corporation
and Centex Development Company, L.P. on Form S-8, and incorporated herein by
reference)
4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the Joint Annual Report of the
Registrant, 3333 Holding Corporation and Centex Development Company, L.P. on Form 10-K
for the fiscal year ended March 31, 1993, and incorporated herein by reference)
4.3 Indenture with respect to Senior Debt Securities ("Senior Indenture"), including form of
Senior Debt Security, dated as of October 1, 1998, between the Registrant and Chase Bank
of Texas, National Association, as Trustee (filed as Exhibit 4.1 to the Registrant's
Form 8-K dated October 21, 1998 and incorporated herein by reference)
4.4 Form of Indenture Supplement to Senior Indenture (filed as Exhibit 4.4 to the Registrant's
Form S-3 Registration Statement (File No. 33-61223), and incorporated herein by
reference)
4.5 Indenture with respect to Subordinated Debt Securities ("Subordinated Indenture"),
including form of Subordinated Debt Security, dated as of March 12, 1987, between the
Registrant and Texas Commerce Bank National Association, as Trustee (filed as Exhibit
4.7 to the 1993 10-K, and incorporated herein by reference)
4.6 Form of Indenture Supplement to Subordinated Indenture (filed as Exhibit 4.4 to the
Registrant's Form S-3 Registration Statement (File No. 33-8928), and incorporated herein
by reference)
5.1 Opinion of Raymond G. Smerge, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Raymond G. Smerge, Esq. (contained in his opinion filed as Exhibit 5.1)
24.1 Power of attorney of certain signatories (contained on signature page included in Part II
of the Registration Statement)
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, as amended, with respect to Trustee for Senior Debt Securities
25.2 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, as amended, with respect to Trustee for Subordinated Debt Securities
99.1 Form of Prospectus Supplement (contained in Part I of this Registration Statement)
</TABLE>
II-6
<PAGE> 1
Exhibit 5.1
February 24, 1999
Centex Corporation
2728 North Harwood
Dallas, Texas 75201
Re: SENIOR AND SUBORDINATED DEBT SECURITIES
Gentlemen:
I am Executive Vice President, Chief Legal Officer and Secretary of
Centex Corporation, a Nevada corporation (the "Company"), and have acted in such
capacities in connection with the proposed issuance and sale by the Company of
up to $250,000,000 aggregate principal amount of various series of debt
securities, which may be senior debt securities or subordinated debt securities
(collectively, "Debt Securities"), to certain underwriters to be named later
(the "Underwriters"), such sales to be made in accordance with the terms of an
Underwriting Agreement (the "Underwriting Agreement") to be entered into by the
Company and a representative or representatives of the Underwriters (the
"Representative"), in substantially the form filed as an Exhibit to the
Registration Statement (as such term is hereinafter defined), and a Pricing
Agreement (the "Pricing Agreement") with respect to each series of Debt
Securities to be entered into by the Company and the Representative, on behalf
of itself and the other Underwriters, if any, named therein, in substantially
the form filed as an Exhibit to the Registration Statement. Each series of Debt
Securities will be issued under:
(i) an Indenture (the "Senior Indenture") dated as of October
1, 1998, by and between the Company and Chase Bank of Texas, National
Association, as trustee (the "Senior Trustee"), relating to the
Company's senior debt securities, various series (the "Senior Debt
Securities"), which Senior Indenture is incorporated by reference as an
Exhibit to the Registration Statement, or
(ii) an Indenture (the "Subordinated Indenture") dated as of
March 12, 1987, by and between the Company and Texas Commerce Bank
National Association, as trustee (the "Subordinated Trustee"), relating
to the Company's subordinated debt securities, various series (the
"Subordinated Debt Securities"), which Subordinated Indenture is
incorporated by reference as an Exhibit to the Registration Statement,
and in either case a Supplemental Indenture (the "Supplemental Indenture") with
respect to each series of Senior or Subordinated Debt Securities to be entered
into by the Company and the Senior Trustee or the Subordinated Trustee, as
applicable, in substantially the forms filed or incorporated by reference as
Exhibits to the Registration Statement.
As Executive Vice President, Chief Legal Officer and Secretary of the
Company, I have participated in and am familiar with the corporate proceedings
of the Company relating to the preparation of the Company's Registration
Statement on Form S-3 filed with the Securities and
<PAGE> 2
Centex Corporation
February 24, 1999
Page 2
Exchange Commission (the "Commission") on this date (the "Registration
Statement"), providing for the registration of the Debt Securities for sale to
the Underwriters from time to time under the Securities Act of 1933, as amended
(the "1933 Act"), and Rule 415 promulgated thereunder.
In connection with the foregoing, I have researched such questions of
law and examined the originals or copies of the Registration Statement, the
Subordinated Indenture, and the forms of Underwriting Agreement, Pricing
Agreement, Senior Indenture and Supplemental Indentures filed or incorporated by
reference as Exhibits to the Registration Statement, and such corporate records,
agreements or other instruments of the Company and other instruments and
documents as I have deemed relevant and necessary to require as a basis for the
opinion hereinafter expressed. As to various questions of fact material to such
opinion, I have, where relevant facts were not independently established, relied
upon statements of other officers of the Company, who I believe to be
responsible.
Based upon the foregoing and in reliance thereon, I advise you that in
my opinion when (i) the series designation with respect to a series of Debt
Securities to be sold by the Company to the Underwriters and the other matters
relating thereto shall have been approved by the Board of Directors of the
Company (or a duly appointed committee thereof), (ii) the Registration Statement
shall have become effective under the 1933 Act, (iii) the Underwriting
Agreement, Pricing Agreement, and Supplemental Indenture with respect to such
series of Debt Securities shall have been authorized, executed and delivered by
the parties thereto in substantially the forms filed or incorporated by
reference, as the case may be, as Exhibits to the Registration Statement, and
(iv) the Debt Securities of such series shall have been issued, executed,
authenticated, delivered and sold in accordance with the provisions of the
Senior Indenture or the Subordinated Indenture, as applicable, and the
Underwriting Agreement, Pricing Agreement and Supplemental Indenture relating to
the Debt Securities of such series, the Debt Securities of such series will be
validly issued and will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by equitable principles which may limit the
availability of certain equitable remedies (such as specific performance) in
certain instances and applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws related to or affecting creditors' rights generally.
The opinion expressed above is subject to the qualification that I am a
member of the Bar of the State of Texas and such opinion is limited to the laws
of the State of Texas, the United States of America and, to the extent relevant
to the opinion expressed above, the General Corporation Law of the State of
Nevada (based solely upon a reading of such statute and without consideration of
any judicial or administrative interpretations thereof).
<PAGE> 3
Centex Corporation
February 24, 1999
Page 3
I hereby consent to the reference to myself under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Registration Statement. The
foregoing, however, shall not constitute an admission by me that I am an expert
as provided for in Sections 7 and 11 of the 1933 Act.
Very truly yours,
/s/ Raymond G. Smerge
Raymond G. Smerge
Executive Vice President, Chief Legal
Officer and Secretary
<PAGE> 1
EXHIBIT 12.1
Centex Corporation
Ratio of Earnings to Fixed Charges
INCLUDING CMO'S & SAVINGS AND LOAN
(dollars in thousands)
<TABLE>
<CAPTION>
Nine Nine Year Year Year Year Year
Months Months Ended Ended Ended Ended Ended
12/31/98 12/31/97 3/31/98 3/31/97 3/31/96 3/31/95 3/31/94
-------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges
Total Interest Expense 89,447 56,491 78,130 65,517 69,724 58,771 68,856
Illinois Cement Co. and Texas-Lehigh
Cement Co. interest expense -- -- -- -- -- -- 290
One-third of rentals 5,915 4,637 7,886 6,182 4,331 5,162 4,060
External interest (CMO'S) -- -- -- -- 973 1,267 2,286
Amortization of discount and
capitalized expense (CMO'S) -- -- -- -- 86 136 574
------- ------- ------- ------- ------- ------- -------
95,362 61,128 86,016 71,699 75,114 65,336 76,066
======= ======= ======= ======= ======= ======= =======
Earnings
Consolidated net income 163,767 100,781 144,806 106,563 53,365 92,248 85,162
Add (deduct):
Extraordinary items -- -- -- -- -- -- --
Consolidated provision for income
taxes 97,955 59,256 86,828 57,180 34,421 53,540 49,851
Amortization of previously
capitalized interest -- -- -- -- -- -- --
Fixed charges 95,362 61,128 86,016 71,699 75,114 65,336 76,066
Capitalized interest -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
357,084 221,165 317,650 235,442 162,900 211,124 211,079
======= ======= ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 3.74 3.62 3.69 3.28 2.17 3.23 2.77
======= ======= ======= ======= ======= ======= =======
</TABLE>
<PAGE> 2
Centex Corporation
Ratio of Earnings to Fixed Charges
EXCLUDING CMO'S & SAVINGS AND LOAN
(dollars in thousands)
<TABLE>
<CAPTION>
Nine Nine Year Year Year Year Year
Months Months Ended Ended Ended Ended Ended
12/31/98 12/31/97 3/31/98 3/31/97 3/31/96 3/31/95 3/31/94
------- ------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest incurred, net 29,164 24,818 33,256 34,062 40,862 33,014 29,683
Illinois Cement Co. and Texas-Lehigh
Cement Co. interest expense -- -- -- -- -- -- 290
One-third of rentals 5,915 4,637 7,886 6,182 4,331 5,162 4,060
-------- ------- -------- -------- -------- -------- -------
35,079 29,455 41,142 40,244 45,193 38,176 34,033
======== ======= ======== ======== ======== ======== =======
Earnings
Consolidated net income 163,767 100,781 144,806 106,563 53,365 92,248 85,162
Add (deduct):
Extraordinary items -- -- -- -- -- -- --
Consolidated provision for income
taxes 97,955 59,256 86,828 57,180 34,421 53,540 49,851
Amortization of previously
capitalized interest -- -- -- -- -- -- --
Fixed charges 35,079 29,455 41,142 40,244 45,193 38,176 34,033
CTX Mortgage & Subs' (earnings)/
loss before taxes & cumulative
effect 71,776 21,417 (31,562) (24,601) (17,165) (1,442) (71,062)
CTX Holding & TTSB EBT -- -- -- -- -- (7,978) (2,565)
Capitalized interest -- -- -- -- -- -- --
-------- ------- -------- -------- -------- -------- -------
368,577 210,909 241,214 179,386 115,814 174,544 95,419
======== ======= ======== ======== ======== ======== =======
Ratio of earnings to fixed charges 10.51 7.16 5.86 4.46 2.56 4.57 2.80
======== ======= ======== ======== ======== ======== =======
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated May 8,
1998 which appears at page 43 of Centex Corporation's 1998 Annual Report to
Stockholders, which is incorporated by reference in the Joint Annual Report on
Form 10-K of Centex Corporation, 3333 Holding Corporation, and Centex
Development Company, L.P. for the year ended March 31, 1998, and to all
references to our firm included in this Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Dallas, Texas
February 24, 1999
<PAGE> 1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
F O R M T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)____.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
ORGANIZED UNDER THE LAWS OF 74-0800980
THE UNITED STATES OF AMERICA (I.R.S. employer
(State of incorporation identification no.)
if not a National Bank)
712 MAIN STREET 77002
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
LEE BOOCKER
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002
(713) 216-2448
(Name, address and telephone
number of agent for service)
------------------------------------------
CENTEX CORPORATION
(Exact name of obligor as specified in its charter)
NEVADA 75-0778259
(State or other jurisdictions of (I.R.S. employer
incorporation or organization) identification nos.)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of obligor's principal executive offices) (Zip Code)
$250,000,000 SENIOR DEBT SECURITIES
(Title of the indenture securities)
1
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
NAME ADDRESS
--------------------------------------------------------------------
Comptroller of the Currency Washington, D.C.
Board of Governors of the Federal Reserve System Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes, the trustee is authorized to exercise corporate trust powers..
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION. (SEE NOTE ON PAGE 3)
The obligor is not an affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY:
Exhibit 1. A copy of the Articles of Association of the Trustee
as now in effect.
Exhibit 2. A copy of the certificate of authority of the Trustee
to commence business.
Exhibit 3. A copy of the authorization of the Trustee to
exercise corporate trust powers.
Exhibit 4. A copy of the existing bylaws of the Trustee.
Exhibit 5. Not Applicable.
Exhibit 6. The consents of the United States institutional
trustees required by Section 321(b) of the Trust
Indenture Act of 1939.
Exhibit 7. A copy of the latest report of condition of the
Trustee published pursuant to law or the requirements
of its supervising or examining authority.
Exhibit 8. Not Applicable.
Exhibit 9. Not Applicable.
2
<PAGE> 3
NOTE REGARDING INCORPORATED EXHIBIT
Effective January 20, 1998, the name of the Trustee was changed from Texas
Commerce Bank National Association to Chase Bank of Texas, National Association.
The exhibits incorporated herein by reference, except for Exhibit 7, were filed
under the former name of the Trustee.
Exhibit 1. Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibit to the Form S-3 File No.
33-56195.
Exhibit 2 Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibit to the Form S-3 File No.
33-42814.
Exhibit 3. Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibit to the Form S-11 File No.
33-25132.
Exhibit 4. Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibit to the Form S-3 File
No.33-65055.
Exhibit 6. Incorporated herewith.
Exhibit 7. Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibit to the Form S-3 File
No.333-63747.
NOTE: THE ANSWER TO ITEM 2 IS BASED IN PART ON INFORMATION PROVIDED OR
CONFIRMED BY THE OBLIGOR. THE ACCURACY AND COMPLETENESS OF SUCH
INFORMATION IS HEREBY DISCLAIMED BY THE TRUSTEE.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Bank of Texas, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Dallas,
and State of Texas, on the 23rd day of February 1999.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
--------------------------------------
Name: Michael A. Scrivner
Title: Vice President
4
<PAGE> 5
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an indenture between Centex
Corporation, a Nevada corporation (the "Company") and Chase Bank of Texas,
National Association (formerly known as Texas Commerce Bank National
Association), as Trustee, entered into in connection with the issuance of the
Company's Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
--------------------------------------
Name: Michael A. Scrivner
Title: Vice President
Date: February 23, 1999
5
<PAGE> 1
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
F O R M T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)____.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
ORGANIZED UNDER THE LAWS OF 74-0800980
THE UNITED STATES OF AMERICA (I.R.S. EMPLOYER
(State of incorporation identification
if not a National Bank)
712 MAIN STREET 77002
HOUSTON, TEXAS (Zip code)
(Address of principal executive offices)
LEE BOOCKER
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002
(713) 216-2448
(Name, address and telephone
number of agent for service)
------------------------------------------
CENTEX CORPORATION
(Exact name of obligor as specified in its charter)
NEVADA 75-0778259
(State or other jurisdictions of (I.R.S. employer
incorporation or organization) identification nos.)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of obligor's principal executive offices) (Zip Code)
$250,000,000 SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
1
<PAGE> 2
Item 1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
<TABLE>
<CAPTION>
Name Address
------------------------------------------------------------------------------
<S> <C>
Comptroller of the Currency Washington, D.C.
Board of Governors of the Federal Reserve System Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
</TABLE>
(b) Whether it is authorized to exercise corporate trust
powers.
Yes, the trustee is authorized to exercise corporate trust
powers..
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the Trustee, describe each
such affiliation. (See Note on Page 3)
The obligor is not an affiliate of the trustee.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility:
<TABLE>
<S> <C>
Exhibit 1. A copy of the Articles of Association of the Trustee as now in effect.
Exhibit 2. A copy of the certificate of authority of the Trustee to commence business.
Exhibit 3. A copy of the authorization of the Trustee to exercise corporate trust powers.
Exhibit 4. A copy of the existing bylaws of the Trustee.
Exhibit 5. Not Applicable.
Exhibit 6. The consents of the United States
institutional trustees required by Section
321(b) of the Trust Indenture Act of 1939.
Exhibit 7. A copy of the latest report of condition
of the Trustee published pursuant to law or
the requirements of its supervising or
examining authority.
Exhibit 8. Not Applicable.
Exhibit 9. Not Applicable.
</TABLE>
2
<PAGE> 3
NOTE REGARDING INCORPORATED EXHIBIT
Effective January 20, 1998, the name of the Trustee was changed from Texas
Commerce Bank National Association to Chase Bank of Texas, National Association.
The exhibits incorporated herein by reference, except for Exhibit 7, were filed
under the former name of the Trustee.
<TABLE>
<S> <C>
Exhibit 1. Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibit
to the Form S-3 File No. 33-56195.
Exhibit 2 Incorporated by reference to exhibit bearing the
same designation and previously filed with the Securities and Exchange
Commission as exhibit to the Form S-3 File No. 33-42814.
Exhibit 3. Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibit
to the Form S-11 File No. 33-25132.
Exhibit 4. Incorporated by reference to exhibit bearing the
same designation and previously filed with the Securities and Exchange
Commission as exhibit to the Form S-3 File No.33-65055.
Exhibit 6. Incorporated herewith.
Exhibit 7. Incorporated by reference to exhibit bearing the
same designation and previously filed with the Securities and Exchange
Commission as exhibit to the Form S-3 File No.333-63747.
</TABLE>
Note: The answer to Item 2 is based in part on information provided or
confirmed by the obligor. The accuracy and completeness of such
information is hereby disclaimed by the Trustee.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Bank of Texas, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Dallas,
and State of Texas, on the 23rd day of February 1999.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
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Name: Michael A. Scrivner
Title: Vice President
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EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an indenture between Centex
Corporation, a Nevada corporation (the "Company") and Chase Bank of Texas,
National Association (formerly known as Texas Commerce Bank National
Association), as Trustee, entered into in connection with the issuance of the
Company's Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
-------------------------------------
Name: Michael A. Scrivner
Title: Vice President
Date: February 23, 1999
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