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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 17, 2000
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 1-6776 75-0778259
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2728 N. HARWOOD STREET, DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (214) 981-5000
NOT APPLICABLE
(Former name or former address if changed from last report)
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ITEM 5. OTHER EVENTS.
Reference is hereby made to the Registrant's Registration
Statement on Form S-3 (File No. 333-94221), filed with the Securities and
Exchange Commission (the "Commission") on January 7, 2000 and declared effective
thereby on January 24, 2000 (the "Registration Statement"), pursuant to which
the Registrant registered $750,000,000 aggregate principal amount of its senior
and subordinated debt securities, various series, for offer and sale in
accordance with applicable provisions of the Securities Act of 1933, as amended.
On November 17, 2000, the Registrant commenced its
$150,000,000 Medium-Term Note Program, to allow the Registrant to offer
$150,000,000 aggregate principal amount of Senior Medium-Term Notes, Series D
(the "Senior Debt Securities") and/or Subordinated Medium-Term Notes, Series D
(the "Subordinated Debt Securities"), covered by the Registration Statement.
On November 17, 2000, the Registrant entered into a
Distribution Agreement (the "Distribution Agreement") with Banc One Capital
Markets, Inc., Banc of America Securities LLC, Chase Securities Inc., Credit
Suisse First Boston Corporation, Morgan Stanley & Co., Incorporated, Salomon
Smith Barney Inc. and UBS Warburg LLC (collectively, the "Agents"), in
connection with the proposed public offering by the Agents of $150,000,000
aggregate principal amount of the Senior Debt Securities and/or Subordinated
Debt Securities, covered by the Registration Statement. The Distribution
Agreement in the form in which it was executed is filed herewith as Exhibit 1.1.
The Registrant has previously entered into an Indenture, dated
as of October 1, 1998 (the "Senior Indenture"), with The Chase Manhattan Bank,
formerly Chase Bank of Texas, National Association, as trustee (the "Trustee"),
with respect to the Registrant's senior debt securities. A copy of the Senior
Indenture in the form in which it was executed was filed as Exhibit 4.1 to the
Registrant's Form 8-K (Date of Event: October 21, 1998) filed October 30, 1998,
and is incorporated herein by reference.
Pursuant to the Senior Indenture, the Registrant and the
Trustee entered into an Indenture Supplement No. 5 (the "Senior Indenture
Supplement"), dated as of November 17, 2000, providing for the issuance of the
Senior Debt Securities. A copy of the Senior Indenture Supplement is filed
herewith as Exhibit 4.2.
The Registrant has previously entered into an Indenture, dated
as of March 12, 1987 (the "Subordinated Indenture"), with the Trustee, formerly
Texas Commerce Bank National Association, with respect to the Registrant's
subordinated debt securities. A copy of the Subordinated Indenture in the form
in which it was executed was
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filed as Exhibit 4.5 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (File No. 333-72893), filed with the Commission on May 14,
1999, and is incorporated herein by reference.
Pursuant to the Subordinated Indenture, the Registrant and the
Trustee entered into an Indenture Supplement No. 7 (the "Subordinated Indenture
Supplement"), dated as of November 17, 2000, providing for the issuance of the
Subordinated Debt Securities. A copy of the Subordinated Indenture Supplement is
filed herewith as Exhibit 4.4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
1.1 Distribution Agreement, dated November 17, 2000, between
Centex Corporation and Banc One Capital Markets, Inc., Banc of
America Securities LLC, Chase Securities Inc., Credit Suisse
First Boston Corporation, Morgan Stanley & Co., Incorporated,
Salomon Smith Barney Inc. and UBS Warburg LLC.
4.1 Indenture dated October 1, 1998 between Centex Corporation and
The Chase Manhattan Bank, formerly Chase Bank of Texas,
National Association (filed as Exhibit 4.1 to the Registrant's
Form 8-K dated October 21, 1998 and incorporated herein by
reference).
4.2 Indenture Supplement No. 5 dated as of November 17, 2000 with
respect to the Senior Debt Securities, between Centex
Corporation and The Chase Manhattan Bank.
4.3 Indenture dated March 12, 1987 between Centex Corporation and
The Chase Manhattan Bank, formerly Chase Bank of Texas,
National Association and Texas Commerce Bank National
Association (filed as Exhibit 4.5 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 (File No. 333-
72893), filed with the Commission on May 14, 1999, and
incorporated herein by reference.
4.4 Indenture Supplement No. 7 dated as of November 17, 2000 with
respect to the Subordinated Debt Securities, between Centex
Corporation and The Chase Manhattan Bank.
12.1 Computation of Ratio of Earnings to Fixed Charges.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CENTEX CORPORATION
By: /s/ VICKI A. ROBERTS
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Name: Vicki A. Roberts
Title: Vice President and Treasurer
Date: November 20, 2000.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Distribution Agreement, dated November 17, 2000, between
Centex Corporation and Banc One Capital Markets, Inc., Banc of
America Securities LLC, Chase Securities Inc., Credit Suisse
First Boston Corporation, Morgan Stanley & Co., Incorporated,
Salomon Smith Barney Inc. and UBS Warburg LLC.
4.1 Indenture dated October 1, 1998 between Centex Corporation and
The Chase Manhattan Bank, formerly Chase Bank of Texas,
National Association (filed as Exhibit 4.1 to the Registrant's
Form 8-K dated October 21, 1998 and incorporated herein by
reference).
4.2 Indenture Supplement No. 5 dated as of November 17, 2000 with
respect to the Senior Debt Securities, between Centex
Corporation and The Chase Manhattan Bank.
4.3 Indenture dated March 12, 1987 between Centex Corporation and
The Chase Manhattan Bank, formerly Chase Bank of Texas,
National Association and Texas Commerce Bank National
Association (filed as Exhibit 4.5 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 (File No.
333-72893), filed with the Commission on May 14, 1999, and
incorporated herein by reference.
4.4 Indenture Supplement No. 7 dated as of November 17, 2000 with
respect to the Subordinated Debt Securities, between Centex
Corporation and The Chase Manhattan Bank
12.1 Computation of Ratio of Earnings to Fixed Charges.
