<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1999.
REGISTRATION NO. 333-72893
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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 code, 2728 NORTH HARWOOD
of registrant's principal executive DALLAS, TEXAS 75201
offices) (214) 981-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
----------------
Copy To:
JAMES R. PEACOCK III
THOMPSON & KNIGHT L.L.P
1700 PACIFIC AVENUE
DALLAS, TEXAS 75201
(214) 969-1700
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------
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
CENTEX........................................................................2
Home Building............................................................2
Investment Real Estate...................................................2
Financial Services.......................................................3
Construction Products....................................................3
Contracting and Construction Services....................................3
WHERE YOU CAN FIND MORE INFORMATION...........................................3
A WARNING ABOUT FORWARD-LOOKING STATEMENTS....................................4
USE OF PROCEEDS...............................................................5
SUMMARY OF SELECTED FINANCIAL DATA............................................5
Selected Historical Financial Data.......................................5
Ratio of Earnings to Fixed Charges.......................................7
DESCRIPTION OF DEBT SECURITIES................................................8
General Information About the Debt Securities............................8
Covenants Included in the Indentures.....................................9
Payment of Principal, Interest and Premium; Transfer of Securities......10
Specific Characteristics of Our Debt Securities.........................10
Global Certificates.....................................................11
Events of Default.......................................................13
Defeasance of Debt Securities...........................................14
Consolidation, Merger or Sale of Centex.................................15
Modification of the Indentures..........................................15
Certificates and Opinions to be Furnished to Trustee....................16
Report to Holders of Debt Securities....................................16
The Trustee.............................................................16
Ratings of Our Debt Securities by Rating Agencies.......................17
Method for Calling Meetings of the Holders of Debt Securities...........17
Governing Law...........................................................17
Notices to Holders of Debt Securities...................................17
PLAN OF DISTRIBUTION.........................................................18
Sale of Debt Securities By Agents.......................................18
Sale of Debt Securities By Underwriters.................................18
Direct Sales of Our Debt Securities.....................................18
General Information About Our Plan of Distribution......................18
LEGAL OPINIONS...............................................................19
EXPERTS......................................................................19
</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
CENTEX CORPORATION ------
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
S-3
<PAGE> 5
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.
[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 AUGUST 9, 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 both our notes and
debt, and our guarantees of debt incurred by our subsidiaries, all of which are
for money borrowed and not subordinated to any of our other indebtedness.
Subordinated debt is entitled to interest and principal payments after the
senior debt payments.
We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the supplements carefully
before you invest.
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
----------
The information in this prospectus is incomplete and may be changed. We
may not sell these securities until a registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted. We may not
use this prospectus to sell debt securities unless we also give prospective
investors a prospectus supplement.
----------
The date of this prospectus is August , 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 or update information contained in this prospectus.
Together, this prospectus and the related prospectus supplement will set forth
all of the material information regarding any particular offering. However, in
order to get a complete picture of a particular offering, you should read both
this prospectus and any prospectus supplement, together with additional
information, such as the exhibits filed with this registration statement and
described under the heading WHERE YOU CAN FIND MORE INFORMATION.
CENTEX
Through its various subsidiaries, Centex Corporation is one of the
nation's largest home builders and general building contractors and also
provides retail mortgage mortgage lending services. We currently operate in five
principal business segments:
o Home Building;
o Investment Real Estate;
o Financial Services;
o Construction Products; and
o Contracting and Construction Services.
HOME BUILDING
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 the Manufactured Homes business when we
acquired approximately 80% of the predecessor of Cavco Industries, LLC.
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
Investment Real Estate operations involve the acquisition, development
and sale of land, and the development of industrial, office, retail and other
commercial projects and apartment complexes.
2
<PAGE> 9
FINANCIAL SERVICES
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.
CONSTRUCTION PRODUCTS
Through our Construction Products operations, we also manufacture cement,
gypsum wallboard and ready-mix concrete for distribution and sale.
CONTRACTING AND CONSTRUCTION SERVICES
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., completed
an initial public offering of 51% of its common stock. Principally as a result
of stock repurchases by Centex Construction Products, our ownership interest in
Centex Construction Products was 61.5% as of June 8, 1999.
Our principal executive office is located at 2728 N. Harwood Street,
Dallas, Texas 75201, and our telephone number is (214) 981-5000.
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:
o our 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, 1999;
o our Current Report on Form 8-K dated July 22, 1999; and
o any future filings made with the SEC (File No. 1-06776) under
Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities.
3
<PAGE> 10
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
Statements contained in this prospectus, including the documents that are
incorporated by reference, that are not historical facts are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
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 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 general economic conditions and interest rates;
o the cyclical and seasonal nature of our businesses;
o adverse weather;
o changes in property taxes and energy costs;
o changes in federal income tax laws and federal mortgage financing
programs;
o governmental regulation;
o changes in governmental and public policy;
o changes in economic conditions specific to any one or more of our
markets and businesses;
o competition;
o availability of raw materials; and
o unexpected operations difficulties.
4
<PAGE> 11
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.
SUMMARY OF SELECTED FINANCIAL DATA
SELECTED HISTORICAL 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, 1999. The financial statements
for each of the fiscal years in the five-year period ended March 31, 1999 have
been audited by Arthur Andersen LLP, independent public accountants.
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, 1999. You can obtain this report by following
the instructions we provide under "Where You Can Find More Information" on page
3.
5
<PAGE> 12
<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31,
----------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -------------
(dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenues (1) . . . . . . . . . . . . . . $ 5,154,840 $ 3,975,450 $ 3,784,991 $ 3,102,987 $ 3,277,504
Net earnings (2) . . . . . . . . . . . . 231,962 144,806 106,563 53,365 92,248
Total assets . . . . . . . . . . . . . . 4,334,746 3,416,219 2,678,829 2,336,966 2,049,698
Total long-term debt, consolidated . . . 284,299 237,715 236,769 321,002 222,530
Total debt, consolidated . . . . . . . . 1,910,894 1,390,588 864,287 983,269 798,790
Total debt (with financial services
reflected on the equity method) . . . 587,955 311,538 283,769 408,253 427,381
Deferred income tax (asset) liability. . (49,107) (147,607) (197,413) 16,620 26,737
Debt as a percentage of capitalization
(3):
Total debt, consolidated . . . . . . 57.6% 53.1% 44.5% 57.1% 53.5%
Total debt (with financial services
reflected on the equity method). . 29.5% 20.3% 20.9% 35.6% 38.1%
Stockholders' equity . . . . . . . . . . 1,197,639 991,172 835,777 772,836 668,227
Per common share
Earnings per share - Basic
Before Construction Products'
IPO gain . . . . . . . . . . . $ 3.90 $ 2.45 $ 1.86 $ 0.94 $ 0.93
Construction Products' IPO
gain . . . . . . . . . . . . . -- -- -- -- 0.63
----------- ----------- ----------- ----------- -------------
$ 3.90 $ 2.45 $ 1.86 $ 0.94 $ 1.56
=========== =========== =========== =========== =============
Earnings per share - Diluted
Before Construction Products'
IPO gain . . . . . . . . . . . $ 3.75 $ 2.36 $ 1.80 $ 0.91 $ 0.90
Construction Products' IPO
gain . . . . . . . . . . . . . -- -- -- -- 0.61
----------- ----------- ----------- ----------- -------------
$ 3.75 $ 2.36 $ 1.80 $ 0.91 $ 1.51
=========== =========== =========== =========== =============
Cash Dividends . . . . . . . . . . . . . $ 0.16 $ 0.135 $ 0.10 $ 0.10 $ 0.10
</TABLE>
(1) As a result primarily of repurchases by Centex Construction Products of
its own stock, Centex's ownership interest in Centex Construction
Products increased to 61.5% as of June 8, 1999. Accordingly, beginning
with the quarter ended June 30, 1996, Centex Construction Products'
financial results have been consolidated with those of Centex and are
reflected in Centex's revenues and earnings. If Centex Construction
Products' revenues had been consolidated for the years ended March 31,
1996 and 1995, Centex's consolidated revenues for those years would have
increased by $222,594 and $194,313, 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 Centex Construction Products' common stock.
(3) Capitalization is composed of total debt, deferred income tax liability,
negative goodwill, minority interest and stockholders' equity.
6
<PAGE> 13
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31,
------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Total enterprise ........................... 4.31x 4.16x 3.71x 1.82x 2.99x
Centex (excluding financial
services and savings and loan
operations)........................... 7.42x 6.83x 5.22x 1.99x 4.16x
</TABLE>
These computations include Centex Corporation, and except as otherwise
noted, our subsidiaries, and 50% or less owned companies. For these ratios,
fixed charges include:
o Interest on all debt and amortization of debt discount and expense;
o Interest capitalized;
o An interest factor attributable to rentals.
Earnings include the following components:
o Income from continuing operations before adjustment for minority
interests in consolidated subsidiaries or income or loss from
equity investments;
o Fixed charges as defined above, but excluding capitalized interest;
o Amortization of capitalized interest.
The computations that exclude the financial services and savings and loan
operations are included only to provide investors an alternative method of
measuring the ability of our earnings to cover our fixed charges due to the
following:
o The financial services subsidiaries operate in a distinctly
different financial environment that generally requires
significantly less capital to support their higher debt levels
compared to the operations of our other subsidiaries.
o The financial services subsidiaries have structured their financing
programs substantially on a stand-alone basis.
o We have very limited obligations with respect to the indebtedness
of our financial services subsidiaries.
To calculate the ratio of earnings to fixed charges excluding the
financial services and savings and loan operations, the applicable interest
expense was deducted from the fixed charges and the applicable earnings were
deducted from the earnings amount.
7
<PAGE> 14
DESCRIPTION OF DEBT SECURITIES
Any debt securities that we offer will be our direct unsecured general
obligations. These debt securities will be either senior debt securities or
subordinated debt securities and will be issued under one or more separate
indentures between us and Chase Bank of Texas, National Association, which is
the successor to Texas Commerce Bank, National Association, as trustee. A debt
security is considered "senior" or "subordinated" depending on how it ranks in
relation to our other debts. Senior debt securities will generally rank equal
to other senior debt securities or unsubordinated debt. Holders of our
subordinated debt securities will only be entitled to payment after we pay our
senior debts, including our senior debt securities.
Any senior debt securities that we offer will be issued under a senior
indenture and subordinated debt securities will be issued under a subordinated
indenture. Unless specifically stated otherwise, all references below to an
article or section refer to that article or section in both indentures.
We have summarized the material provisions of the indentures in this
section, but this is only a summary. The senior indenture and the subordinated
indenture have been filed with the SEC as Exhibit 4.3 and Exhibit 4.5,
respectively, to our registration statement (File No. 333-72893) that contains
this prospectus. 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. You should review the applicable indenture for additional
information before you buy any debt securities. Capitalized terms used in the
following summary have the meanings specified in the indentures unless
otherwise defined below.
GENERAL INFORMATION ABOUT THE DEBT SECURITIES
Because we are a holding company that conducts all of our operations
through our subsidiaries, holders of our 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 March 31, 1999, our subsidiaries had approximately $1.3 billion of
outstanding debt. Moreover, our ability to pay principal and interest on our
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 our senior debt securities and senior in right of payment to our
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:
8
<PAGE> 15
o The title, type and amount of the debt securities;
o The total principal amount and priority of the debt securities;
o The percentage of the principal amount at which the debt securities will
be issued and any payments due if the maturity of the debt securities is
accelerated;
o The dates on which the principal of the debt securities will be payable;
o The interest rate which the debt securities will bear and the interest
payment dates for the debt securities;
o Any optional redemption periods;
o Any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities;
o Any provisions granting special rights to holders when a specified
event occurs;
o Any changes to or additional events of default 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 INCLUDED IN THE INDENTURES
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.
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<PAGE> 16
PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM; TRANSFER OF SECURITIES
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.)
SPECIFIC CHARACTERISTICS OF OUR DEBT SECURITIES
Senior Debt Securities
Generally speaking, our senior debt securities will rank equally with all
of our other senior debt and unsubordinated debt. All series of senior debt
securities issued under the senior indenture will rank equally in right of
payment with each other and with our other senior debt. Any additional senior
debt securities would rank equally in right of payment with the senior debt
securities offered and sold under this prospectus. 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 subordinated debt securities. The
following table sets forth our senior and subordinated indebtedness as of March
31, 1999:
<TABLE>
<S> <C>
Senior debt:
6.40% Senior Notes due October 25, 2002 ...... $ 14,940,000
Floating Rate Notes due April 28, 2000 ....... 49,875,000
Floating Rate Notes due May 19, 2000 ......... 9,988,000
Debt to subsidiaries ......................... 359,900,000
Other senior notes ........................... 303,700,000
------------
Total senior debt ...................... $738,403,000
============
Subordinated debt:
8.75% Subordinated Notes due March 1, 2007 .... $ 99,473,000
7-3/8% Subordinated Notes due June 1, 2005 .... 99,698,000
Convertible Subordinated Note due 2000 ........ 2,100,000
------------
Total subordinated debt ................. $201,271,000
============
Total debt ........................ $939,674,000
============
</TABLE>
In addition to the amounts listed above, one of our subsidiaries, CTX
Mortgage, has $1.3 billion of outstanding senior indebtedness, the majority of
which is secured by residential mortgage loans receivable. Because we do not
guarantee CTX Mortgage's indebtedness, it is neither senior nor subordinated
debt to us. Under two CTX Mortgage credit facilities, however, we have agreed
that, if CTX Mortgage does not replace ineligible mortgages in the facility, we
will purchase the ineligible mortgages up to a maximum of 10% of the maximum
amount of the facility. Under each of the two facilities, our maximum purchase
obligation is $30 million.
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<PAGE> 17
"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.
Subordinated Debt Securities
The subordinated debt securities that may be offered 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 all series of
subordinated debt securities that may be offered are equal in priority to our
subordinated debt securities and will rank equally in right of payment to our
subordinated debt securities. (Subordinated Indenture Section 3.02.)
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, any 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 the 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 and premium, if any, and interest due on the
senior debt before the holders of any subordinated debt securities are entitled
to receive any payment of the principal of and premium, if any, or interest on
any 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 may recover less, ratably, than holders of senior
debt but may recover more, ratably, than holders of our 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.
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<PAGE> 18
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. 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 of that ownership interest within the participant will be effected
only through, records maintained by the participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of the securities in definitive form. These limits and 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 the debt securities or for maintaining, supervising or
reviewing any records relating to those 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 the participants will
be governed by standing instructions and
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<PAGE> 19
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and the 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 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.)
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<PAGE> 20
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
o the holder has given written notice of default to the trustee;
o the holders of not less than 25% of the aggregate principal amount of
debt securities of a particular series shall have made a written request
to the trustee to bring the claim and furnished the trustee reasonable
indemnification as it may require;
o the trustee has not commenced an action within 60 days of receipt of
that notice and indemnification; and
o no direction inconsistent with the 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 that series. (Section 7.04.)
The holders of a majority of the 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. The trustee, however, may decline to follow that
direction if, being advised by counsel, the trustee determines that the action
is not lawful. In addition, the trustee may refuse to act if it 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 those provisions, the trustee is under no obligation to
exercise any of its rights or power under the indentures at the request of any
of the holders of the debt securities of a particular series unless they have
furnished to the trustee security or indemnity in reasonable amounts against
the costs, expenses and liabilities which may be incurred by the trustee.
(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 OF DEBT SECURITIES
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
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<PAGE> 21
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.
CONSOLIDATION, MERGER OR SALE OF CENTEX
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 will assume all of our responsibilities and liabilities under the
indentures including the payment of all amounts due on the debt securities of
each series outstanding 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.)
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<PAGE> 22
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 trustee, 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, is 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, our
$10,000,000 floating rate senior notes due May 19, 2000, our $55,000,000
floating rate senior notes due June 30, 2000 and our $62,000,000 floating rate
senior notes due July 27, 2000, all previously issued under the senior
indenture, as supplemented by a senior indenture supplement dated as of October
1, 1998, respectively.
Pursuant to the indentures and the Trust Indenture Act of 1939, any
uncured event of default with respect to any series of debt securities will
force the trustee to resign as trustee under the applicable 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 that series. (Section 8.10.)
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<PAGE> 23
Each indenture contains limitations on the right of the trustee, in the
event that the trustee becomes our creditor, 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 OF OUR DEBT SECURITIES BY RATING AGENCIES
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.
METHOD FOR CALLING MEETINGS OF THE HOLDERS OF DEBT SECURITIES
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 to Holders of Debt Securities" below. Generally speaking, except for
any consent that must be given by all holders of a series as described under
"-Modification of the 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 the 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 each series of debt securities will be governed by and
construed in accordance with the laws of the State of Texas.
NOTICES TO HOLDERS OF DEBT SECURITIES
Notices to holders of debt securities will be mailed to the addresses of
the holders listed in the senior debt security register or the subordinated
debt security register, as applicable.
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<PAGE> 24
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.
SALE OF DEBT SECURITIES 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.
SALE OF DEBT SECURITIES 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 OF OUR DEBT SECURITIES
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved.
GENERAL INFORMATION ABOUT OUR PLAN OF DISTRIBUTION
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of
1933, 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 Securities 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 Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make. If we enter into any
indemnification agreements of this nature, we will describe each of those
agreements in the prospectus supplement.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
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<PAGE> 25
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. Thompson & Knight L.L.P., Dallas, Texas, our special
counsel, will also issue an opinion about the legality of the offered
securities. We will describe in any prospectus supplement any additional
opinions to be given as determined through negotiations between us and any
underwriters. Any underwriters will be advised about other issues relating to
any offering by their own legal counsel.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
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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, 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.
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<PAGE> 27
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 Nevada General Corporation Law 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 Nevada General Corporation Law 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.
In addition, Section 78.037 of the Nevada General Corporation Law 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 Nevada General Corporation Law 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.
II-2
<PAGE> 28
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;
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.
II-3
<PAGE> 29
(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-4
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Centex Corporation has duly caused this Amendment No. 3 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, as of August 6, 1999.
CENTEX CORPORATION
By: /s/ David W. Quinn
-----------------------------
David W. Quinn
Vice Chairman of the Board and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
<S> <C> <C>
* Chairman of the Board and August 6, 1999
- --------------------------------------------- Chief Executive Officer;
Laurence E. Hirsch Director
(Principal Executive Officer)
/s/ David W. Quinn Vice Chairman of the Board and August 6, 1999
- --------------------------------------------- Chief Financial Officer;
David W. Quinn Director
(Principal Financial Officer)
* Controller August 6, 1999
- --------------------------------------------- (Principal Accounting Officer)
Barry G. Wilson
* Director August 6, 1999
- ---------------------------------------------
Barbara T. Alexander
* Director August 6, 1999
- ---------------------------------------------
Dan W. Cook III
</TABLE>
II-5
<PAGE> 31
<TABLE>
<CAPTION>
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
<S> <C> <C>
* Director August 6, 1999
- ---------------------------------------------
Juan L. Elek
* Director August 6, 1999
- ---------------------------------------------
Clint W. Murchison, III
* Director August 6, 1999
- ---------------------------------------------
Charles H. Pistor
* Director August 6, 1999
- ---------------------------------------------
Paul R. Seegers
* Director August 6, 1999
- ---------------------------------------------
Paul T. Stoffel
*By: /s/ David W. Quinn
----------------------------------------
David W. Quinn
Attorney-in-fact
</TABLE>
II-6
<PAGE> 32
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1* Form of Underwriting Agreement, including form of Pricing
Agreement
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 Amended and Restated 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, 1999, 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* Indenture Supplement to Senior Indenture
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
4.6* Indenture Supplement to Subordinated Indenture
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)
24.2 Power of attorney of Barbara T. Alexander
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>
- -----------------
* To be filed by amendment or by Form 8-K
++ Previously filed
II-7
<PAGE> 1
EXHIBIT 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 3 to Registration Statement on Form S-3 of our
report dated May 12, 1999, which appears at page 67 of Form 10-K of Centex
Corporation, 3333 Holding Corporation, and Centex Development Company, L.P. for
the year ended March 31, 1999, and to all references to our firm included in
this Amendment No. 3 to Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Dallas, Texas,
August 9, 1999
<PAGE> 1
EXHIBIT 24.2
CENTEX CORPORATION
POWER OF ATTORNEY
THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
David W. Quinn, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission any and all amendments to the Company's registration
statements on Form S-3 for the registration of debt securities.
This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days' written notice
of such revocation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of July, 1999.
/s/ Barbara T.Alexander
--------------------------------------
Barbara T. Alexander
Director
Centex Corporation
