CENTEX CORP
S-3, EX-25.2, 2000-11-15
OPERATIVE BUILDERS
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<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) ____

                             ----------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)

                                   13-4994650
                     (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 N. HARWOOD
              DALLAS, TEXAS                                  75201
(Address of principal executive offices)                   (Zip code)

                          SUBORDINATED 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.

                  State of New York Banking Department
                  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.

<TABLE>
<CAPTION>
                                    COL. A                             COL. B
<S>                                                            <C>
                                 TITLE OF CLASS                AMOUNT OUTSTANDING
                                 --------------                ------------------
</TABLE>

                  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
<S>                           <C>                         <C>                             <C>
                                                                                            PERCENTAGE OF
                                                                                                VOTING
                                                                                             SECURITIES
                                                                                           REPRESENTED BY
                                                           AMOUNT OWNED                   AMOUNT GIVEN IN
   NAME OF OWNER               TITLE OF CLASS              BENEFICIALLY                        COL. 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
<S>                           <C>                         <C>                             <C>
                                                                                            PERCENTAGE OF
                                                                                                VOTING
                                                                                             SECURITIES
                                                                                           REPRESENTED BY
                                                           AMOUNT OWNED                   AMOUNT GIVEN IN
   NAME OF OWNER               TITLE OF CLASS              BENEFICIALLY                        COL. 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
<S>                           <C>                       <C>                              <C>
                                                          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
   --------------               ------------            ------------------                ---------------
</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
<S>                             <C>                  <C>                               <C>
                                                         AMOUNT OWNED
                                                        BENEFICIALLY OR
                                                            HELD AS                       PERCENT OF
                                                           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
     --------------              -----------           ------------------               ---------------
</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
<S>                             <C>                  <C>                               <C>
                                                         AMOUNT OWNED
                                                        BENEFICIALLY OR
                                                            HELD AS                       PERCENT OF
                                                           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
     --------------              -----------           ------------------               ---------------
</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
<S>                             <C>                  <C>                               <C>
                                                         AMOUNT OWNED
                                                        BENEFICIALLY OR
                                                            HELD AS                       PERCENT OF
                                                           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
     --------------              -----------           ------------------               ---------------
</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

<S>                                              <C>                                    <C>
          NATURE OF                                AMOUNT
        INDEBTEDNESS                             OUTSTANDING                            DATE DUE
        ------------                             -----------                            --------
</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.

                  +  4.  A copy of the existing bylaws of the trustee.

                     5.  Not applicable.

                     6.  The consent of the United States institutional trustees
                  required by Section 321(b) of the Act.



                                       6
<PAGE>   8

                [ ]  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 August 1, 2000, Chase Bank of Texas, National Association
merged into The Chase Manhattan Bank, a New York banking corporation. The
exhibits incorporated below relate to The Chase Manhattan Bank. The report of
condition is that of The Chase Manhattan bank for the second quarter, 2000.

         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-4 File No. 333-46070.

         # Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-46070.

         * The Trustee is authorized to exercise corporate trust powers under
the banking law of the State of New York.

         + Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-46070.

         [ ] Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-4 File No. 333-49162.

                                      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, THE CHASE MANHATTAN BANK, A NEW YORK BANKING CORPORATION AND SUCCESSOR
TO CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, 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 15TH DAY OF NOVEMBER,
2000.

                                  THE CHASE MANHATTAN BANK,
                                   AS TRUSTEE


                                  By: /s/ John G. Jones
                                     ---------------------------------
                                      John G. Jones
                                      Vice President










                                       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 The Chase
Manhattan Bank, as Trustee, entered into in connection with the issuance of the
Company's Subordinated 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,

                                  THE CHASE MANHATTAN BANK, as Trustee


                                  By: /s/ John G. Jones
                                     ---------------------------------
                                      John G. Jones
                                      Vice President










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