<PAGE> 1
As filed with the Securities and Exchange Commission on February 4, 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)
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)
-----------
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 investment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Each Class of Securities Amount to be Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee (2)
Common Stock, par value
.25 per share 807,860 $ 21.72 $ 17,546,720 $ 4,633
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee,
based upon the average of the high and low prices of the Centex's
common stock as reported on the New York Stock Exchange on January 31,
2000 in accordance with Rule 457(c) under the Securities Act of 1933.
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.
<PAGE> 2
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.
SUBJECT TO COMPLETION, DATED FEBRUARY 4, 2000
PROSPECTUS
807,860 SHARES
COMMON STOCK
CENTEX CORPORATION
2728 North Harwood Street
Dallas, Texas 75201
(214) 981-5000
------------------------------
This prospectus relates to the public offering, which is not being
underwritten, of up to 807,860 shares of common stock, par value $0.25 per
share, of Centex Corporation, which may be offered from time to time by the
selling stockholders identified below, all of which are limited partnerships
established for the benefit of members of the immediate family of certain
directors and executive officers of Centex or executive officers of subsidiaries
of Centex (collectively, the "Directors and Officers"), or donees, transferees,
pledgees or other successors in interest that receive such shares as a gift,
purchase or other related transfer. Centex will receive no part of the proceeds
of such sales. The shares of Centex common stock offered by this prospectus were
issued by Centex upon the exercise of options granted to Directors and Officers
under the Centex Corporation 1987 Stock Option Plan. The options were
transferred for value by the Directors and Officers to family partnerships in
December 1999 and January 2000 and have been exercised in full by the family
partnerships. The issuance of shares of Centex common stock upon exercise of the
options was effected in reliance upon the exemption from the registration
requirements of the Securities Act of 1933 provided in Section 4(2) of that Act.
These shares may be offered by the selling stockholders from time to
time in one or more transactions as described under the "Plan of Distribution."
To the extent required, the number of shares to be sold, the name of selling
stockholders, the purchase price, the name of any agent or broker-dealer and any
applicable commissions, discounts or other items constituting compensation to
such agent or broker-dealer with respect to a particular offering will be set
forth in a supplement or supplements to this prospectus. The aggregate proceeds
to any selling stockholder from the sale of the shares offered from time to time
will be the purchase price of the shares sold less commissions, discounts and
other compensation, if any, paid by such selling stockholder to any agent or
broker-dealer. The price at which any of the shares may be sold, and the
commissions, if any paid, in connection with any sale, are unknown and may vary
from transaction to transaction. Centex will pay all expenses incident to the
offering and sale of the shares to the public other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes. See
"Selling Stockholders" and "Plan of Distribution."
Centex's common stock is listed on the New York Stock Exchange under
the symbol "CTX." On February 3, 2000, the last sale price of Centex's common
stock was $22.00 per share.
The Securities and Exchange Commission may take the view that, under
certain circumstances, the selling stockholders and any broker-dealers or agents
that participate with such stockholders in the distribution of these registered
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933. Commissions, discounts or concessions received by any such
broker-dealer or agent may be deemed to be underwriting commissions under the
Securities Act of 1933.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is February 4, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
CENTEX .........................................................3
Home Building............................................3
Investment Real Estate...................................3
Financial Services.......................................3
Construction Products....................................3
Contracting and Construction Services....................3
WHERE YOU CAN FIND MORE INFORMATION...............................4
A WARNING ABOUT FORWARD-LOOKING STATEMENTS........................4
USE OF PROCEEDS...................................................5
SELLING STOCKHOLDERS..............................................5
PLAN OF DISTRIBUTION..............................................6
LEGAL MATTERS.....................................................8
EXPERTS .........................................................8
</TABLE>
You should rely only on the information contained in this
document or to which we have referred you. 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.
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CENTEX
Through its various subsidiaries, Centex Corporation is one of the
nation's largest home builders and general building contractors. We also provide
retail mortgage lending services through various financial services
subsidiaries. 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. Recently
we acquired the remaining interest in Cavco Industries, LLC that we did not
already own. Manufactured Homes operations include the manufacture of quality
residential and park model homes and their sale through company-owned retail
outlets and a network of independent dealers.
INVESTMENT REAL ESTATE
Investment Real Estate operations involve the acquisition, development
and sale of land, and the development of industrial, office, retail and other
commercial projects and apartment complexes.
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 63.2% as of December
31, 1999.
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.
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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,
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,
August 27, 1999, January 27, 2000 and February 1, 2000.
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 shares.
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
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;
o adverse weather;
o changes in property taxes and energy costs;
o changes in federal income tax laws and federal mortgage
financing programs;
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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
Centex will not receive any of the proceeds from the sale of these
shares of common stock. All proceeds from the sale of these shares of common
stock will be for the account of the selling stockholders. See "Selling
Stockholders" and "Plan of Distribution" described below.
SELLING STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the
names of the selling stockholders, the number of shares that the selling
stockholders own as of such date, the number of shares owned by the selling
stockholders that may be offered for sale from time to time by this prospectus,
and the number of shares to be held by the selling stockholders assuming the
sale of all of the shares offered hereby.
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<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially Owned
Owned(1) Shares that may be If All Shares Being
Prior to Offering and Sold Pursuant to this Registered Hereunder Are
Being Registered for Sale Prospectus Sold (1) (2)
------------------------- --------------------- -------------------------
Selling Stockholders Number Percent Number Percent Number Percent
-------------------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Albright Partners, Ltd. 30,000 * 30,000 * -- --
3109 Oak Hollow Drive
Plano, Texas 75093
B and S Partners, Ltd. 53,760 * 53,760 * -- --
625 3rd Key Drive
Fort Lauderdale, Florida 33308
Granite Springs, Ltd. 82,400 * 82,400 * -- --
6556 Ivyglen Drive
Dallas, Texas 75240
International Belclaire, Ltd. 40,664 * 23,700 * 16,964 *
4200 Belclaire
Dallas, Texas 75205
International Silver Springs, Ltd. 80,000 * 80,000 * -- --
3376 Silver Springs Court
Lafayette, California 94549
McFenix Partners, Ltd. 220,000 * 220,000 * -- --
2 Glenchester Court
Dallas, Texas 75225
Shadowbay Partners, Ltd. 78,000 * 78,000 * -- --
16 Windsor Ridge
Frisco, Texas 75034
Wilderness Partners, Ltd. 240,000 * 240,000 * -- --
2728 N. Harwood
Dallas, Texas 75201
</TABLE>
- --------------------
* Less than 1.0%.
(1) The number and percentage of shares beneficially owned is
determined in accordance with Rule 13d-3 of the Securities and
Exchange Act of 1934, and the information is not necessarily
indicative of beneficial ownership for any other purpose.
Under Rule 13d-3, beneficial ownership includes any shares as
to which the stockholder has sole or shared voting power or
investment power and also any shares which the stockholder has
the right to acquire within 60 days of the date of this
prospectus through the exercise of any stock option or other
right.
(2) Assumes that the selling stockholders will sell all the shares
set forth above under "Shares Which May Be Sold Pursuant to
this Prospectus." There can be no assurance that the selling
stockholders will sell all or any of the shares offered
hereunder.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus may be offered
and sold from time to time by the selling stockholders identified above, all of
which are family partnerships, and donees, transferees, pledgees or other
successors in interest that receive such shares as a gift, purchase or other
related transfer. The selling stockholders will act independently of Centex in
making decisions with respect to the timing, manner and size of any sale.
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The shares of Centex common stock offered by this prospectus were
issued by Centex upon the exercise of options granted to the Directors and
Officers under the Centex Corporation 1987 Stock Option Plan. The options were
transferred for value by the Directors and Officers to family partnerships in
December 1999 and January 2000 and have been exercised in full by the family
partnerships. The issuance of shares of Centex common stock upon exercise of the
options was effected in reliance upon the exemption from the registration
requirements of the Securities Act of 1933 provided in Section 4(2) of that Act.
The selling stockholders may sell the shares on the New York Stock
Exchange, or otherwise, at prices and under terms then prevailing or at prices
related to the then current market price or at negotiated prices. The shares may
be sold by one or more of the following means of distribution: (a) a block trade
in which the broker-dealer so engaged will attempt to sell shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer as principal and resale by the
broker-dealer for its own account pursuant to this prospectus; (c) an
over-the-counter distribution in accordance with the rules of the New York Stock
Exchange; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (e) in privately negotiated transactions. To the
extent required, this prospectus may be amended and supplemented from time to
time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with these transactions, broker-dealers or other financial
institutions may engage in short sales of Centex common stock in the course of
hedging the positions they assume with the selling stockholders. The selling
stockholders may also sell Centex common stock short and redeliver the shares to
close out such short positions. The selling stockholders also may enter into
option or other transactions with broker-dealers or other financial
institutions which require the delivery to the broker-dealer or other financial
institution of shares offered hereby, which shares the broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling stockholders also may pledge
shares to a broker-dealer or other financial institution, and, upon a default,
the broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
In effecting sales, brokers, dealers or agents engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling stockholders in amounts to be negotiated prior to the sale. These
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933 in
connection with these sales, and any commissions, discounts or concessions may
be deemed to be underwriting discounts or commissions under the Securities Act
of 1933. Centex will pay all expenses incident to the offering and sale of the
shares to the public other than any commissions and discounts of underwriters,
dealers or agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirements is available and is complied with.
Centex has advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Securities and Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling stockholders
and their respective affiliates. In addition, Centex will make copies of this
prospectus available to the selling stockholders and has informed them of the
need for delivery of copies of this prospectus to purchasers at or prior to the
time of any sale of the shares.
The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act of 1933.
At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
dealer or agent, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public. We cannot
assure you that the selling stockholders will sell all or any of the shares.
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Centex intends to keep the registration statement of which this
prospectus constitutes a part effective until the earlier of February 3, 2002 or
the date upon which all of the shares have been sold.
LEGAL MATTERS
The validity of the shares of Centex common stock offered by this
prospectus will be passed upon by Raymond G. Smerge, Esq., Executive Vice
President, Chief Legal Officer and Secretary of Centex.
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 THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Centex will pay all expenses incident to the offering and sale to the
public of the shares being registered, other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table.
<TABLE>
<S> <C>
SEC registration fee................................... $ 4,632
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New York Stock Exchange listing fee.................... $ 0
------------
Legal fees and expenses................................ $ 15,000
------------
Accounting fees and expenses........................... $ 5,000
------------
Printing expenses...................................... $ 5,000
------------
Miscellaneous expenses................................. $ 5,000
------------
Total.................................................. $ 34,632
============
</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 or 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,
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suit or proceeding; or under certain circumstances, by independent legal
counsel. The Articles of Incorporation of the Registrant provide for
indemnification of its directors and officers to the extent provided by Nevada
law.
In addition, Section 78.037 of the Nevada General Corporation Law
permits Nevada corporations to include in their articles of incorporation a
provision eliminating the personal liability of their directors and officers, to
the corporation or stockholders, for damages resulting from their breach of
fiduciary duties. An amendment to the Articles of Incorporation of the
Registrant was adopted by its stockholders at the annual meeting held on July
15, 1987 in order to effect the permitted limitation on liability. This
limitation on liability is also reflected in the Bylaws of the Registrant.
The Bylaws of the Registrant provide that the corporation shall
indemnify its directors, officers, employees and agents to the fullest extent
provided by the Nevada General Corporation Law and its Articles of
Incorporation. In addition, the Bylaws of the Registrant provide for
indemnification to the same extent of any director, officer or employee of the
corporation who serves in any fiduciary capacity with respect to any profit
sharing, pension or other type of welfare plan or trust for the benefit of
employees of the corporation or its subsidiaries.
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
5.1 Opinion of Raymond G. Smerge, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Raymond G. Smerge, Esq. (contained in his opinion filed as
Exhibit 5.1)
24.1 Power of Attorney of certain signatories (contained on the signature
page of this Registration Statement).
ITEM 17. UNDERTAKINGS
(a) The 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
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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;
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 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.
II-3
<PAGE> 13
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 February 4, 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.
SIGNATURES CAPACITY IN WHICH SIGNED DATE
---------- ------------------------ ----
Chairman of the Board and
Chief Executive Officer;
Director
/s/ LAURENCE E. HIRSCH (Principal Executive Officer) February 4, 2000
- ----------------------
Laurence E. Hirsch
Vice Chairman of the Board and
Chief Financial Officer;
Director
/s/ DAVID W. QUINN (Principal Financial Officer) February 4, 2000
- ----------------------
David W. Quinn
Vice President and Controller
/s/ JOHN S. WORTH, SR. (Principal Accounting Officer) February 4, 2000
- ----------------------
John S. Worth, Sr.
II-4
<PAGE> 14
/s/ BARBARA T. ALEXANDER Director February 4, 2000
- ---------------------------
Barbara T. Alexander
/s/ DAN W. COOK III Director February 4, 2000
- ---------------------------
Dan W. Cook III
/s/ JUAN L. ELEK Director February 4, 2000
- ---------------------------
Juan L. Elek
/s/ CLINT W. MURCHISON, III Director February 4, 2000
- ---------------------------
Clint W. Murchison, III
/s/ CHARLES H. PISTOR, JR. Director February 4, 2000
- ---------------------------
Charles H. Pistor, Jr.
Director
- ---------------------------
Paul R. Seegers
/s/ PAUL T. STOFFEL Director February 4, 2000
- ---------------------------
Paul T. Stoffel
II-5
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5.1 Opinion of Raymond G. Smerge, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Raymond G. Smerge, Esq. (contained in his opinion filed as
Exhibit 5.1).
24.1 Power of Attorney of certain signatories (contained on signature page
of this Registration Statement).
</TABLE>
<PAGE> 1
Exhibit 5.1
February 4, 2000
Centex Corporation
2728 North Harwood
Dallas, Texas 75201
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 registration by the Company on behalf
of the selling stockholders named in the Registration Statement (as hereinafter
defined) of up to 807,860 shares (the "Selling Stockholder Shares") of common
stock of the Company, par value $.25 per share.
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 Selling Stockholder Shares for sale by the selling
stockholders 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, 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, whom I believe to be responsible.
Based upon the foregoing and in reliance thereon, I advise you that in my
opinion (i) the Selling Stockholder Shares have been duly authorized for
issuance and (ii) the Selling Stockholder Shares are (or, in the case of shares
for which certificates have not yet been delivered upon exercise of the related
options, upon such delivery, will be) validly issued and outstanding and fully
paid and nonassessable.
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> 2
Centex Corporation
February 4, 2000
Page 2
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 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated May
12, 1999, which appears at page 67 of the Joint Annual Report on Form 10-K of
Centex Corporation, 3333 Holding Corporation, and Centex Development Company,
L.P. for the year ended March 31, 1999, and to all references to our firm
included in this Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Dallas, Texas,
February 3, 2000
