<PAGE> 1
As filed with the Securities and Exchange Commission on January 7, 2000.
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 75-0778259
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2728 NORTH HARWOOD RAYMOND G. SMERGE
DALLAS, TEXAS 75201 EXECUTIVE VICE PRESIDENT,
(214) 981-5000 CHIEF LEGAL OFFICER AND SECRETARY
(Address, including zip code, and CENTEX CORPORATION
telephone number, including area code, of 2728 NORTH HARWOOD
registrant's principal executive offices) DALLAS, TEXAS 75201
(214) 981-5000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
</TABLE>
-----------------------
Copy to:
JAMES R. DOTY
GEOFFREY L. NEWTON
BAKER BOTTS L.L.P.
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 953-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
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. [X]
REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED UNIT (1) PRICE (1) FEE(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DEBT SECURITIES, VARIOUS $750,000,000 AGGREGATE PRINCIPAL 100% $750,000,000 $198,000
SERIES AMOUNT
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee.
(2) Pursuant to Rule 429, the prospectus included herein also relates to
(i) $8,000,000 remaining of $100,000,000 of debt securities registered
in relation to which a registration fee of $29,500 was previously paid
and (ii) $78,500,000 remaining of $250,000,000 of debt securities
registered in relation to which a registration fee of $69,500 was
previously paid.
-----------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
Pursuant to Rule 429, the prospectus included herein also relates to
(i) $8,000,000 of debt securities registered under Registration Statement No.
333-65217 and (ii) $78,500,000 of debt securities registered under Registration
Statement No. 333-72893. In the event any such previously registered debt
securities are offered prior to the effective date of this Registration
Statement, the amount of such debt securities will not be included in any
prospectus hereunder. The amount of securities being registered, together with
the remaining debt securities registered under Registration Statement No.
333-65217 and Registration Statement No. 333-72893 represents the maximum amount
of securities which are expected to be offered for sale.
<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 ___________, 200__
[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 ________, 200__.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS SUPPLEMENT
USE OF PROCEEDS..............................................................S-2
CAPITALIZATION...............................................................S-2
[RATINGS]....................................................................S-3
[RECENT DEVELOPMENTS]........................................................S-3
DESCRIPTION OF [DEBT SECURITIES].............................................S-3
General.............................................................S-3
UNDERWRITING.................................................................S-3
</TABLE>
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.
S-1
<PAGE> 4
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the offered
securities will be approximately $_________, after we pay underwriting discounts
and expenses. We will use these proceeds for general corporate purposes, to
repay short-term notes payable to banks and commercial paper borrowings with a
weighted average interest rate of approximately _____% and to refinance other
outstanding medium term obligations that are maturing.
CAPITALIZATION
The following table sets forth the capitalization of Centex as of
________ 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." 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),] 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. At ________, 200__, the total amount of the 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.
<TABLE>
<CAPTION>
CENTEX CORPORATION
AND SUBSIDIARIES CENTEX CORPORATION FINANCIAL SERVICES
-------------------------- ------------------------- -------------------------
AS AS AS
ACTUAL ADJUSTED ACTUAL ADJUSTED ACTUAL ADJUSTED
----------- ----------- ----------- ----------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Short-term debt (1)........................... $ $ $ $ $ $
Long-term debt (2)............................
[Debt Securities], offered hereby.............
Senior notes (3)(4)...........................
Subordinated debentures (5)...................
Other indebtedness (6)........................
Total debt....................................
Stockholders' Equity:
Preferred stock, undesignated par value;
authorized 5,000,000 shares; none
issued...................................
Common stock, $.25 par value;
authorized 100,000,000 shares;
____ shares outstanding (7)..............
Capital in excess of par value................
Retained earnings.............................
Total stockholders' equity....................
Total debt and stockholders' equity........... $ $ $ $ $ $
========== ========== ========== ========== ========== ==========
</TABLE>
(1) Short-term debt of $____ billion at _________ 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 __________, 200__ was _____%.
(2) [Description of Centex's long term credit facilities with banks in
effect at time of offering.]
S-2
<PAGE> 5
(3) On October 1, 1998, Centex commenced a Medium Term Note program
pursuant to which, on October 26, 1998, it issued $15,000,000 of 6.40%
senior notes maturing October 25, 2002. On October 28, 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 this Medium Term Note program with a Senior/Subordinated
Medium Term Note program pursuant to which, on November 20, 1998, it
issued $10,000,000 of floating rate senior notes maturing May 19, 2000.
Under this new Medium Term Note Program, Centex also issued $55,000,000
floating rate senior notes due June 30, 2000 and $62,000,000 floating
rate senior notes due July 27, 2000.
(4) On August 17, 1999, Centex commenced another Medium Term Note program
pursuant to which, on August 25, 1999, it issued $150,000,000 of
floating rate senior notes maturing August 25, 2000.
(5) 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 7d%
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.]
(6) Includes $2.1 million of convertible subordinated debt due in the year
2010.
(7) At __________, 200__, 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-3
<PAGE> 6
[LOGO]
$
---------------
[DEBT SECURITIES]
-----------------------
Prospectus Supplement
-----------------------
[UNDERWRITERS]
______________, 200__
S-4
<PAGE> 7
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 we are not soliciting offers 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.
SUBJECT TO COMPLETION, DATED JANUARY 7, 2000
PROSPECTUS
[LOGO]
$836,500,000
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 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 date of this prospectus is _________________, 2000.
<PAGE> 8
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<S> <C>
ABOUT THIS PROSPECTUS .......................................................... 2
CENTEX ......................................................................... 2
Home Building ......................................................... 2
Investment Real Estate ................................................ 2
Financial Services .................................................... 2
Construction Products ................................................. 2
Contracting and Construction Services ................................. 3
WHERE YOU CAN FIND MORE INFORMATION ............................................ 3
A WARNING ABOUT FORWARD-LOOKING STATEMENTS ..................................... 3
USE OF PROCEEDS ................................................................ 4
SUMMARY OF SELECTED FINANCIAL DATA ............................................. 4
Selected Historical Financial Data .................................... 4
Ratio of Earnings to Fixed Charges .................................... 5
DESCRIPTION OF DEBT SECURITIES ................................................. 6
General Information About the Debt Securities ......................... 7
Covenants Included in the Indentures .................................. 7
Payment of Principal, Interest and Premium; Transfer of Securities .... 8
Specific Characteristics of Our Debt Securities ....................... 8
Global Certificates ................................................... 9
Events of Default ..................................................... 10
Defeasance of Debt Securities ......................................... 12
Consolidation, Merger or Sale of Centex ............................... 12
Modification of the Indentures ........................................ 12
Certificates and Opinions to be Furnished to Trustee .................. 12
Report to Holders of Debt Securities .................................. 13
The Trustee ........................................................... 13
Ratings of Our Debt Securities By Rating Agencies ..................... 13
Method for Calling Meetings of the Holders of Debt Securities ......... 13
Governing Law ......................................................... 14
Notices to Holders of Debt Securities ................................. 14
PLAN OF DISTRIBUTION ........................................................... 14
Sale of Debt Securities by Agents ..................................... 14
Sale of Debt Securities by Underwriters ............................... 14
Direct Sales of Our Debt Securities ................................... 14
General Information About Our Plan of Distribution .................... 14
LEGAL OPINIONS ................................................................. 15
EXPERTS ........................................................................ 15
</TABLE>
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.
1
<PAGE> 9
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process, we
may sell any combination of the securities described in this prospectus in one
or more offerings up to a total dollar amount of $836,500,000. 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 the 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 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 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.
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 manufacture cement,
gypsum wallboard and ready-mix concrete for distribution and sale. 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 has increased to 62.6% as of September
30, 1999.
2
<PAGE> 10
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.
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 Joint Quarterly Reports on Form 10-Q of Centex
Corporation, 3333 Holding Corporation and Centex Development
Company, L.P. for the quarters ended June 30, 1999 and
September 30, 1999; and
o our Current Reports on Form 8-K dated August 9, 1999 and
August 27, 1999.
We also incorporate by reference 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.
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
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;
3
<PAGE> 11
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.
We refer you to the documents identified above under "Where You Can
Find More Information" for a discussion of these factors and their effects on
our business.
USE OF PROCEEDS
Except as otherwise provided in the related prospectus supplement, we
will use the net proceeds from the sale of the offered securities for general
corporate purposes. Initially, we will use substantially all of the proceeds to
repay short-term notes payable to banks and commercial paper borrowings and to
refinance outstanding medium term notes that are maturing.
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, as well as for
the six-month periods ended September 30, 1999 and 1998. 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.
The financial statements for the six-month periods ended September 30, 1999 and
1998 have not been audited. Balance sheet information presented in the table
below is as of the end of the applicable period.
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 and its joint quarterly report on Form 10-Q for the
six months ended September 30, 1999. You can obtain this report by following the
instructions we provide under "Where You Can Find More Information" on page 3.
4
<PAGE> 12
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, FISCAL YEARS ENDED MARCH 31,
----------------------- -------------------------------------------------------------
1999 1998 1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues (1) ........................... $2,801,676 $2,353,688 $5,154,840 $3,975,450 $3,784,991 $3,102,987 $3,277,504
Net earnings (2) ....................... 123,931 104,724 231,962 144,806 106,563 53,365 92,248
Total assets ........................... 4,605,441 3,946,437 4,334,746 3,416,219 2,678,829 2,336,966 2,049,698
Total long-term debt, consolidated ..... 564,581 209,097 284,299 237,715 236,769 321,002 222,530
Total debt, consolidated ............... 2,073,924 1,729,947 1,910,899 1,390,588 864,287 983,269 798,790
Total debt (with financial services
reflected on the equity method).... 934,571 475,019 587,955 311,538 283,769 408,253 427,381
Deferred income tax (asset) liability... (28,558) (109,643) (49,107) (147,607) (197,413) 16,620 26,737
Debt as a percentage of
capitalization (3)
Total debt, consolidated .......... 57.8% 57.0% 57.6% 53.1% 44.5% 57.1% 53.5%
Total debt (with financial
services reflected on the
equity method) .................. 38.2% 26.7% 29.5% 20.3% 20.9% 35.6% 38.1%
Stockholders' equity .................... 1,309,531 1,082,589 1,197,639 991,172 835,777 722,836 668,227
Per common share(2)
Earnings per share - Basic
Before Construction Products
IPO gain .................. $ 2.08 $ 1.76 $ 3.90 $ 2.45 $ 1.86 $ 0.94 $ 0.93
Construction Products' IPO
gain....................... -- -- -- -- -- -- 0.63
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 2.08 $ 1.76 $ 3.90 $ 2.45 $ 1.86 $ 0.94 $ 1.56
========== ========== ========== ========== ========== ========== ==========
Earnings per share - Diluted
Before Construction Products'
IPO gain .................. $ 2.02 $ 1.69 $ 3.75 $ 2.36 $ 1.80 $ 0.91 $ 0.90
Construction Products' IPO
gain ...................... -- -- -- -- -- -- 0.61
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 2.02 $ 1.69 $ 3.75 $ 2.36 $ 1.80 $ 0.91 $ 1.51
========== ========== ========== ========== ========== ========== ==========
Cash Dividends ......................... $ 0.08 $ 0.08 $ 0.16 $ 0.135 $ 0.10 $ 0.10 $ 0.10
</TABLE>
(1) Primarily as a result of repurchases by Centex Construction Products of
its own stock, Centex's ownership interest in Centex Construction
Products increased to more than 50% as of June 30, 1996 (and was 62.6%
as of September 30, 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.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, FISCAL YEARS ENDED MARCH 31,
---------------- ------------------------------------------
1999 1998 1999 1998 1997 1996 1995
------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Total enterprise ......................... 4.43 4.06 4.31x 4.16x 3.71x 1.82x 2.99x
Centex (excluding financial services
and savings and loan operations) .... 7.22 7.30 7.42x 6.83x 5.22x 1.99x 4.16x
</TABLE>
5
<PAGE> 13
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; and
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; and
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 equity 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; and
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.
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, as trustee,
which is the successor to Texas Commerce Bank, National Association. 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 and are incorporated by reference as
Exhibit 4.3 and Exhibit 4.5, respectively, to our registration statement 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.
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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 and certain security holders 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 September 30, 1999, our subsidiaries had
approximately $1.2 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 from 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:
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;
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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 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, 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
September 30, 1999:
<TABLE>
<S> <C>
Senior debt:
6.40% Senior Noes due October 25, 2002...................... $ 14,948,000
Floating Rate Notes due April 28, 2000...................... 49,933,000
Floating Rate Notes due May 19, 2000........................ 9,994,000
Floating Rate Notes due August 25, 2000..................... 149,794,000
Floating Rate Notes due June 30, 2000....................... 54,942,000
Floating Rate Notes due July 27, 2000....................... 61,998,000
Debt to subsidiaries........................................ 204,700,000
Other senior notes.......................................... 369,990,000
--------------
Total senior debt...................................... $ 916,299,000
==============
Subordinated debt:
8.75% Subordinated Notes due March 1, 2007.................. $ 99,496,000
7.375% Subordinated Notes due June 1, 2005.................. 99,723,000
Convertible Subordinated Note due 2010...................... 2,100,000
--------------
Total subordinated debt................................ $ 201,319,000
==============
Total debt...................................... $1,117,618,000
==============
</TABLE>
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In addition to the amounts listed above, as of September 30, 1999 one
of our subsidiaries, CTX Mortgage, had $1.1 billion of outstanding senior
indebtedness, substantially all of which was secured by residential mortgage
loans receivable. Under two CTX Mortgage credit facilities, we had agreed that,
if CTX Mortgage did not replace ineligible mortgages in the facility, we would
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 was $30 million.
In October and November 1999, Centex Home Mortgage, LLC, a special
purpose Delaware limited liability company, issued and sold $500 million of
senior debt securities and $72 million of subordinated membership certificates.
Centex Home Mortgage will use the proceeds from these issuances to purchase
mortgages on a revolving basis from CTX Mortgage. Centex Home Mortgage has the
capacity to sell up to an additional $928 million of senior debt securities
under the same indenture under which the $500 million of debt securities were
issued. As Centex Home Mortgage purchases mortgages from CTX Mortgage, CTX
Mortgage will, in turn, repay its outstanding senior indebtedness and fund new
mortgage originations. On December 15, 1999, $530 million of the $1.63 billion
available under CTX Mortgage's senior secured credit facilities expired by its
terms. As a result, we no longer have the obligation to purchase ineligible
mortgages under the CTX Mortgage credit facilities. Because we do not guarantee
any of CTX Mortgage's indebtedness, it is neither senior nor subordinated debt
to us.
"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.
Except in certain circumstances, 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:
o in the event we fail to pay the principal, interest, any
premium or any other amounts on any senior debt when due; or
o if there is any default relating to certain senior debt beyond
the period of grace, unless and until the default on the
senior debt is cured or waived. (Subordinated Indenture
Section 3.02.)
The subordinated indenture does 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 in certain circumstances, 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.
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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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. Generally, 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 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;
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o failure to deposit any sinking fund payment when due;
o failure to pay when due 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.)
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.)
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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 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.)
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.)
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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. (Section 6.04.)
THE TRUSTEE
Chase Bank of Texas, National Association, whose Corporate Trust Office
is located at 600 Travis Street, Suite 1150, Houston, Texas 77002, 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, our $62,000,000 floating rate
senior notes due July 27, 2000 and our $150,000,000 floating rate senior notes
due August 25, 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.)
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
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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.
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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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. 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 .................................. $198,000
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 ......................................... 22,000
--------
Total ................................................. $375,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Nevada corporation. Pursuant to the provisions of
Section 78.7502 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.
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
II-1
<PAGE> 24
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 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
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.
II-2
<PAGE> 25
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 4.5 to the Registration
Statement (File No. 333-72893) of the Registrant on Form S-3, and
incorporated herein by reference).
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 (included in signature page of
this 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).
- ----------------------
* To be filed by amendment or by Form 8-K.
ITEM 17. UNDERTAKINGS
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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-3
<PAGE> 26
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 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) 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) 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 foregoing
provisions, 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) 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> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Centex Corporation 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 January 7, 2000.
CENTEX CORPORATION
By: /s/ David W. Quinn
------------------------------------
David W. Quinn
Vice Chairman of the Board and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Centex Corporation, a Nevada corporation, which is filing a
Registration Statement on Form S-3 with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, and in any and all capacities, to sign and file (i) any
and all amendments (including post-effective amendments) to this Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act, with the Securities and Exchange Commission, it being
understood that said attorneys-in-fact and agents, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person and that each of
the undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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
/s/ Laurence E. Hirsch Chief Executive Officer;
----------------------------- Director
Laurence E. Hirsch (Principal Executive Officer) January 7, 2000
Vice Chairman of the Board and
/s/ David W. Quinn Chief Financial Officer;
----------------------------- Director
David W. Quinn (Principal Financial Officer) January 7, 2000
/s/ John S. Worth, Sr.
----------------------------- Vice President and Controller
John S. Worth, Sr. (Principal Accounting Officer) January 7, 2000
/s/ Barbara T. Alexander
-----------------------------
Barbara T. Alexander Director January 7, 2000
/s/ Dan W. Cook III
-----------------------------
Dan W. Cook III Director January 7, 2000
-----------------------------
Juan L. Elek Director
</TABLE>
II-5
<PAGE> 28
<TABLE>
<CAPTION>
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
<S> <C> <C>
/s/ Clint W. Murchison, III
-----------------------------
Clint W. Murchison, III Director January 7, 2000
/s/ Charles H. Pistor
-----------------------------
Charles H. Pistor Director January 7, 2000
/s/ Paul R. Seegers
-----------------------------
Paul R. Seegers Director January 7, 2000
/s/ Paul T. Stoffel
-----------------------------
Paul T. Stoffel Director January 7, 2000
</TABLE>
II-6
<PAGE> 29
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 (filed as Exhibit 4.5 to the Registration
Statement (File No. 333-72893) of the Registrant on Form S-3, and
incorporated herein by reference).
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 (included in signature page of
this 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>
- -------------------------
* To be filed by amendment or by Form 8-K.
II-7
<PAGE> 1
EXHIBIT 5.1
[CENTEX LETTERHEAD]
January 6, 2000
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 $750,000,000 aggregate principal amount of various series of debt
securities, which may be senior debt securities or subordinated debt securities
(collectively, "Debt Securities"), to or through certain underwriters or agents
to be named later (in either case, the "Underwriters"), such sales to be made in
accordance with the terms of an Underwriting Agreement or Distribution Agreement
(in either case, 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
<PAGE> 2
Centex Corporation
January 6, 2000
Page 2
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 Exchange Commission (the
"Commission") on this date (the "Registration Statement"), providing for the
registration of the Debt Securities for sale to or through 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 as I have
deemed relevant and necessary 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 or through the Underwriters and the
other matters relating thereto shall have been approved by the Board of
Directors of the Company (or a duly appointed committee thereof), (ii) the
Registration Statement shall have become effective under the 1933 Act, (iii) the
Underwriting Agreement, Pricing Agreement, Senior Indenture, if applicable, and
Supplemental Indenture with respect to such series of Debt Securities shall have
been authorized, executed and delivered by the parties thereto in substantially
the forms filed or incorporated by reference, as the case may be, as Exhibits to
the Registration Statement, and (iv) the Debt Securities of such series shall
have been issued, executed, authenticated, delivered and sold in accordance with
the provisions of the Senior Indenture or the Subordinated Indenture, as
applicable, and the Underwriting Agreement, Pricing Agreement and Supplemental
Indenture relating to the Debt Securities of such series, the Debt Securities of
such series will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by equitable
principles that 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, Nevada corporate law.
<PAGE> 3
Centex Corporation
January 6, 2000
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
<TABLE>
<CAPTION>
CENTEX CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
TOTAL COMPANY
(including CMO's and Savings and Loan) SIX MONTHS ENDED SIX MONTHS ENDED YEAR ENDED YEAR ENDED
9/30/99 9/30/98 3/31/99 3/31/98
---------------- ---------------- -------------- ----------
<S> <C> <C> <C> <C>
FIXED CHARGES
- -------------------------------------------------------
(A) Interest Expensed and Capitalized 63,385 58,595 118,451 78,128
(B) Amortized Premiums, Discounts and
capitalized interest related to indebtedness included included included included
in (A) in (A) in (A) in (A)
(C) An estimate of the interest within
rental expense 5,102 5,228 10,457 7,886
(D) Preference security dividend requirements
of consolidated subsidiaries N/A N/A N/A N/A
Additional Adjustments:
External Interest (CMO's) -- -- -- --
Amortization of discount and capitalized
expense (CMO's) -- -- -- --
Illinois Cement Co. and Texas-Leigh Cement Co.
interest expense -- -- -- --
--------- --------- --------- ---------
TOTAL FIXED CHARGES $ 68,487 $ 63,823 $ 128,908 $ 86,014
========= ========= ========= =========
EARNINGS
- -------------------------------------------------------
ADD:
(A) Pre-tax earnings 200,441 167,088 373,294 231,634
Add back: minority interest in consolidated subsidiaries 34,706 28,412 53,613 43,447
Adjust for income or loss from equity investees
Subtract: CDC earnings (add back losses) (76) (29) (430) (3,577)
Subtract: CXP earnings -- -- -- --
--------- --------- --------- ---------
235,071 195,471 426,477 271,504
(B) Add back: fixed charges 68,487 63,823 128,908 86,014
(C) Add back: Amortization of capitalized interest -- -- -- --
(D) Add back: distributed income of equity investee N/A N/A N/A N/A
(E) Your share of pre-tax losses of equity investees
for which charges arising from guarantees are
included in fixed charges -- -- -- --
--------- --------- --------- ---------
303,558 259,294 555,385 357,518
SUBTRACT
(A) Capitalized Interest -- -- -- --
(B) Preference security dividend requirements of
consolidated subsidiaries N/A N/A N/A N/A
(C) Minority interest in pre-tax income of subsidiaries
that have not incurred fixed charges -- -- -- --
--------- --------- --------- ---------
NET EARNINGS $ 303,558 $ 259,294 $ 555,385 357,518
========= ========= ========= =========
RATIO 4.43 4.06 4.31 4.16
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
3/31/97 3/31/96 3/31/95
---------- ---------- ----------
<S> <C> <C> <C>
FIXED CHARGES
- -------------------------------------------------------
(A) Interest Expensed and Capitalized 65,517 69,724 58,771
(B) Amortized Premiums, Discounts and
capitalized interest related to indebtedness included included included
in (A) in (A) in (A)
(C) An estimate of the interest within
rental expense 6,182 4,331 5,162
(D) Preference security dividend requirements
of consolidated subsidiaries N/A N/A N/A
Additional Adjustments:
External Interest (CMO's) -- 973 1,267
Amortization of discount and capitalized expense (CMO's) -- 86 136
Illinois Cement Co. and Texas-Leigh Cement Co.
interest expense -- -- --
-------- -------- --------
TOTAL FIXED CHARGES $ 71,699 $ 75,114 $ 65,336
======== ======== ========
EARNINGS
- -------------------------------------------------------
ADD:
(A) Pre-tax earnings 163,734 87,786 145,788
Add back: minority interest in consolidated subsidiaries 31,690 -- --
Adjust for income or loss from equity investees
Subtract: CDC earnings (add back losses) (925) (277) 727
Subtract: CXP earnings -- (25,628) (16,577)
-------- -------- --------
194,499 61,881 129,938
(B) Add back: fixed charges 71,699 75,114 65,336
(C) Add back: Amortization of capitalized interest -- -- --
(D) Add back: distributed income of equity investee N/A N/A N/A
(E) Your share of pre-tax losses of equity investees
for which charges arising from guarantees are
included in fixed charges. -- -- --
-------- -------- --------
266,198 136,995 195,274
SUBTRACT
(A) Capitalized Interest -- -- --
(B) Preference security dividend requirements of
consolidated subsidiaries N/A N/A N/A
(C) Minority interest in pre-tax income of subsidiaries
that have not incurred fixed charges -- -- --
-------- -------- --------
NET EARNINGS 266,198 136,995 195,274
======== ======== ========
RATIO 3.71 1.82 2.99
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
CENTEX CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
TRADITIONAL
(Excluding CMO's and Savings and Loan) SIX MONTHS SIX MONTHS YEAR ENDED YEAR ENDED
ENDED 9/30/99 ENDED 9/30/98 ENDED 3/31/99 3/31/98
------------- ------------- ------------- ----------
<S> <C> <C> <C> <C>
FIXED CHARGES
- ------------------------------------------------------------
(A) Interest Expensed and Capitalized 27,361 18,235 41,581 33,256
(B) Amortized Premiums, Discounts and
capitalized interest related to indebtedness included included included included
in (A) in (A) in (A) in (A)
(C) An estimate of the interest within
rental expense 5,102 5,228 10,457 7,886
(D) Preference security dividend requirements
of consolidated subsidiaries N/A N/A N/A N/A
Add Back:
Illinois Cement Co. and Texas-Leigh Cement Co.
interest expense -- -- -- --
--------- --------- --------- ---------
TOTAL FIXED CHARGES 32,463 23,463 52,038 $ 41,142
========= ========= ========= =========
EARNINGS
- ------------------------------------------------------------
ADD:
(A) Pre-tax earnings 200,441 167,088 373,294 231,634
Add back: minority interest in consolidated subsidiaries 34,706 28,412 53,613 43,447
Adjust for income or loss from equity investees
Subtract: Financial Services earnings (pre-tax) (33,173) (47,476) (92,309) (31,371)
Subtract: CDC earnings (add back losses) (76) (29) (430) (3,577)
Subtract: CXP earnings -- -- -- --
Adjust for CFMC (earnings) loss (105) (101) (203) (191)
Adjust for CTX Holding and Texas Trust Savings Bank -- -- -- --
--------- --------- --------- ---------
201,793 147,894 333,965 239,942
(B) Add back: fixed charges 32,463 23,463 52,038 41,142
(C) Add back: Amortization of capitalized interest -- -- -- --
(D) Add back distributed income of equity investee N/A N/A N/A N/A
(E) Your share of pre-tax losses of equity investees for
which charges arising from guarantees are included
in fixed charges -- -- -- --
--------- --------- --------- ---------
234,256 171,357 386,003 281,084
SUBTRACT
(A) Capitalized Interest -- -- -- --
(B) Preference security dividend requirements of
consolidated subsidiaries N/A N/A N/A N/A
(C) Minority interest in pre-tax income of subsidiaries
that have not incurred fixed charges -- -- -- --
--------- --------- --------- ---------
TOTAL EARNINGS $ 234,256 $ 171,357 $ 386,003 $ 281,084
========= ========= ========= =========
RATIO OF EARNINGS TO FIXED CHARGES 7.22 7.30 7.42 6.83
<CAPTION>
(Excluding CMO's and Savings and Loan) YEAR ENDED YEAR ENDED YEAR ENDED
3/31/97 3/31/96 3/31/95
---------- ---------- ----------
<S> <C> <C> <C>
FIXED CHARGES
- ------------------------------------------------------------
(A) Interest Expensed and Capitalized 34,062 40,862 33,014
(B) Amortized Premiums, Discounts and
capitalized interest related to indebtedness included included included
in (A) in (A) in (A)
(C) An estimate of the interest within
rental expense 6,186 4,331 5,162
(D) Preference security dividend requirements
of consolidated subsidiaries N/A N/A N/A
Add Back:
Illinois Cement Co. and Texas-Leigh Cement Co.
interest expense -- -- --
--------- --------- ---------
TOTAL FIXED CHARGES $ 40,248 $ 45,193 $ 38,176
========= ========= =========
EARNINGS
- ------------------------------------------------------------
ADD:
(A) Pre-tax earnings 163,734 87,786 145,788
Add back: minority interest in consolidated subsidiaries 31,690 -- --
Adjust for income or loss from equity investees
Subtract: Financial Services earnings (pre-tax) (24,410) (17,155) (9,399)
Subtract: CDC earnings (add back losses) (925) (277) 727
Subtract: CXP earnings -- (25,628) (16,577)
Adjust for CFMC (earnings) loss (191) (15) (21)
Adjust for CTX Holding and Texas Trust Savings Bank -- -- --
--------- --------- ---------
169,898 44,711 120,518
(B) Add back: fixed charges 40,248 45,193 38,176
(C) Add back: Amortization of capitalized interest -- -- --
(D) Add back distributed income of equity investee N/A N/A N/A
(E) Your share of pre-tax losses of equity investees for
which charges arising from guarantees are included
in fixed charges -- -- --
--------- --------- ---------
210,146 89,904 158,694
SUBTRACT
(A) Capitalized Interest -- -- --
(B) Preference security dividend requirements of
consolidated subsidiaries N/A N/A N/A
(C) Minority interest in pre-tax income of subsidiaries
that have not incurred fixed charges -- -- --
--------- --------- ---------
TOTAL EARNINGS $ 210,146 $ 89,904 $ 158,694
========= ========= =========
RATIO OF EARNINGS TO FIXED CHARGES 5.22 1.99 4.16
</TABLE>
<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 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 Registration Statement
on Form S-3.
ARTHUR ANDERSEN LLP
Dallas, Texas,
January 6, 2000
<PAGE> 1
EXHIBIT 25.1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM T-1
STATEMENT OF ELIGIBILITY 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)
74-0800980
(I.R.S. Employer Identification Number)
712 MAIN STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
LEE BOOCKER, 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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip code)
DEBT SECURITIES
(Title of indenture securities)
================================================================================
<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.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
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.
The obligor is not an affiliate of the trustee. (See Note on Page
7.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE.
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
<PAGE> 3
ITEM 4. (CONTINUED)
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF
SECTION 310(b)(1) OF THE ACT ARISES AS A RESULT OF THE
TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING A
STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS
COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE
OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON
HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ -----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
2
<PAGE> 4
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ -----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
WHETHER THE BENEFICIALLY OR PERCENT OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS SECURITIES DEFAULT COL. C
-------------- ------------ ------------------ ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
3
<PAGE> 5
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH
THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY
OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------- ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR OR (2)
IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING
INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------- ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
4
<PAGE> 6
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OR SUCH PERSON ANY OF WHICH
ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------- ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO
THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
<S> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)
5
<PAGE> 7
ITEM 13. (CONTINUED)
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series. (See
Note on Page 7.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
o 1. A copy of the articles of association of the trustee now in
effect.
# 2. A copy of the certificate of authority of the trustee to
commence business.
* 3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors of
the Federal Reserve System under date of January 21, 1948.
+ 4. A copy of the existing bylaws of the trustee.
6
<PAGE> 8
5. Not applicable.
6. The consent of the United States institutional trustees required
by Section 321(b) of the Act.
[ ] 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.
8. Not applicable.
9. Not applicable.
NOTE REGARDING INCORPORATED EXHIBITS
Effective January 20, 1998, the name of the Trustee was changed from
Texas Commerce Bank National Association to Chase Bank of Texas, National
Association. Certain of the exhibits incorporated herein by reference, except
for Exhibit 7, were filed under the former name of the Trustee.
o Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-56195.
# Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-42814.
* Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-11 File No. 33-25132.
+ Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-65055.
[ ] Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 333-93011.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment
by the trustee of all facts on which to base responsive answers to Items 2 and
13, the answers to said Items are based on incomplete information. Such Items
may, however, be considered as correct unless amended by an amendment to this
Form T-1.
7
<PAGE> 9
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, FORMERLY KNOWN AS TEXAS
COMMERCE BANK 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 AUTHORIZED, ALL IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE 7TH
DAY OF JANUARY, 2000.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By: /s/ John G. Jones
--------------------------------
John G. Jones
Vice President and Trust Officer
8
<PAGE> 10
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture between Centex
Corporation, a Nevada corporation, as obligor (the "Company"), and Chase Bank of
Texas, 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.
Very truly yours,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ John G. Jones
--------------------------------
John G. Jones
Vice President and Trust Officer
<PAGE> 1
EXHIBIT 25.2
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM T-1
STATEMENT OF ELIGIBILITY 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)
74-0800980
(I.R.S. Employer Identification Number)
712 MAIN STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
LEE BOOCKER, 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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip code)
DEBT SECURITIES
(Title of indenture securities)
================================================================================
<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.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
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.
The obligor is not an affiliate of the trustee. (See Note on Page
7.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE.
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING
INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
<PAGE> 3
ITEM 4. (CONTINUED)
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF
SECTION 310(B)(1) OF THE ACT ARISES AS A RESULT OF THE
TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING A
STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS
COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF
THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES
OF THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ -----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
2
<PAGE> 4
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES
OF THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ -----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE
OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN
DEFAULT BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
WHETHER THE BENEFICIALLY OR PERCENT OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS SECURITIES DEFAULT COL. C
-------------- ------------ ------------------ ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
3
<PAGE> 5
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL
SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE
OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF
SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------- ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL
SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE
KNOWLEDGE OF THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH
THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------- ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
4
<PAGE> 6
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OR SUCH PERSON ANY OF WHICH
ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------- ---------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO
THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
<S> <C> <C>
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)
5
<PAGE> 7
ITEM 13. (CONTINUED)
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series. (See
Note on Page 7.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
o 1. A copy of the articles of association of the trustee now in
effect.
# 2. A copy of the certificate of authority of the trustee to
commence business.
* 3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors of
the Federal Reserve System under date of January 21, 1948.
+ 4. A copy of the existing bylaws of the trustee.
6
<PAGE> 8
5. Not applicable.
6. The consent of the United States institutional trustees required
by Section 321(b) of the Act.
[ ] 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.
8. Not applicable.
9. Not applicable.
NOTE REGARDING INCORPORATED EXHIBITS
Effective January 20, 1998, the name of the Trustee was changed from
Texas Commerce Bank National Association to Chase Bank of Texas, National
Association. Certain of the exhibits incorporated herein by reference, except
for Exhibit 7, were filed under the former name of the Trustee.
o Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-56195.
# Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-42814.
* Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-11 File No. 33-25132.
+ Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-65055.
[ ] Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 333-93011.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment
by the trustee of all facts on which to base responsive answers to Items 2 and
13, the answers to said Items are based on incomplete information. Such Items
may, however, be considered as correct unless amended by an amendment to this
Form T-1.
7
<PAGE> 9
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, FORMERLY KNOWN AS TEXAS
COMMERCE BANK 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 AUTHORIZED, ALL IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE 7TH
DAY OF JANUARY, 2000.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By: /s/ John G. Jones
--------------------------------
John G. Jones
Vice President and Trust Officer
8
<PAGE> 10
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture between Centex
Corporation, a Nevada corporation, as obligor (the "Company"), and Chase Bank of
Texas, 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.
Very truly yours,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By: /s/ John G. Jones
--------------------------------
John G. Jones
Vice President and Trust Officer
