<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K/A-1
---------------------
AMENDMENT NO. 1
TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 1999 (April 15, 1999)
Commission File No. 1-9625
CENTEX DEVELOPMENT COMPANY, L.P.
---------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
------------------------
(State of incorporation)
75-2168471
------------------------------------
(I.R.S. Employer Identification No.)
3100 MCKINNON, SUITE 370
DALLAS, TEXAS 75291-1081
----------------------------------------
(Address of principal executive offices)
(214) 981-5000
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(Registrant's telephone number)
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<PAGE> 2
Amendment No. 1
This Amendment No. 1 amends that certain Current Report on Form 8-K
dated as of April 29, 1999.
Item 7 is hereby amended and restated to read in its entirety as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired -- Fairclough Homes
Group Limited.
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Consolidated profit and loss accounts for the years
ended December 31, 1998, 1997 and 1996 2
Consolidated balance sheets as of December 31, 1998
and 1997 3
Consolidated cash flow statements for the years
ended December 31, 1998, 1997 and 1996 4
Consolidated note of historical cost profits and
losses for the years ended December 31, 1998,
1997 and 1996 5
Notes to Consolidated financial statements 6
</TABLE>
<TABLE>
<CAPTION>
(b) Pro Forma Financial Information.
Page
----
<S> <C>
Unaudited Pro Forma Condensed Consolidated Financial
Statement Headnote 23
Unaudited Pro Forma Condensed Consolidated Balance
Sheet as of March 31, 1999 25
Unaudited Pro Forma Condensed Consolidated Statement
of Operations for the Year Ended March 31, 1999 26
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements 27
</TABLE>
<PAGE> 3
Independent Auditors' Report
The Board of Directors and Shareholders
Fairclough Homes Group Limited
We have audited the accompanying consolidated balance sheets of Fairclough
Homes Group Limited and subsidiaries at 31 December 1997 and 1998, and the
related consolidated profit and loss accounts, statements of total recognised
gains and losses, note of historical cost profit and losses, reconciliation of
movements in shareholders' funds and cash flow statements for each of the years
in the three year period ended 31 December 1998. These consolidated financial
statements are the responsibility of the management of Fairclough Homes Group
Limited. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United Kingdom and in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principals used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Fairclough Homes
Group Limited and subsidiaries at 31 December 1997 and 1998, and the results of
their operations and their cash flows for each of the years in the three year
period ended 31 December 1998, in conformity with generally accepted accounting
principles in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain
significant respects from accounting principles generally accepted in the
United States of America. Application of accounting principles generally
accepted in the United States of America would have affected net profit for the
two years ended 31 December 1998 and shareholders' funds at 31 December 1997
and 1998, to the extent summarised in Note 29 to the consolidated financial
statements.
KPMG AUDIT PLC
Chartered Accountants
England
1
<PAGE> 4
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Consolidated profit and loss accounts
(expressed in British pounds sterling)
<TABLE>
<CAPTION>
Note YEARS ENDED 31 DECEMBER
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C> <C>
TURNOVER 2 199,287 233,482 192,317
Cost of sales (including exceptional costs
of L.nil; 1997: L.nil; 1996: L.12,383,000) 4 (169,502) (200,375) (182,268)
---------- ---------- ----------
GROSS PROFIT 29,785 33,107 10,049
Administrative expenses (10,549) (11,318) (9,261)
---------- ---------- ----------
OPERATING PROFIT 19,236 21,789 788
Share of result of associated undertakings (530) 699 (435)
Net interest (payable)/receivable and
similar (charges)/income 7 (13,024) (13,657) 1,964
---------- ---------- ----------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 3 5,682 8,831 2,317
Tax on profit on ordinary activities 8 (1,315) (688) 103
---------- ---------- ----------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 4,367 8,143 2,420
Dividends payable 9 (14,930) - -
---------- ---------- ----------
RETAINED (LOSS)/PROFIT FOR THE FINANCIAL 19,20 (10,563) 8,143 2,420
PERIOD
========== ========== ==========
</TABLE>
All amounts relate to continuing operations.
Consolidated statements of total recognised gains and losses
for the three years ended 31 December 1998
The profit of L.4,367,000 (1997: L.8,143,000; 1996: L.2,420,000) shown in the
profit and loss account is the only gain or loss recognised in these financial
statements.
2
<PAGE> 5
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Consolidated balance sheets
(expressed in British pounds sterling)
<TABLE>
<CAPTION>
Note 31 December
1998 1997
L.000 L.000
<S> <C> <C> <C>
FIXED ASSETS
Intangible assets 10 667 513
Tangible assets 11 2,076 2,069
Investments 12 -- (9,008)
---------- ----------
CURRENT ASSETS 2,743 (6,426)
Stocks 13 134,499 135,275
Debtors - due within one year 14 34,283 27,481
- due after one year 14 -- 3,636
Cash at bank and in hand 7 2,516
---------- ----------
168,789 168,908
CREDITORS: amounts falling due within one year 15 (96,566) (91,502)
---------- ----------
NET CURRENT ASSETS 72,223 77,406
---------- ----------
TOTAL ASSETS LESS CURRENT LIABILITIES 74,966 70,980
CREDITORS: amounts falling due after more than
one year 16 (24,966) (10,417)
---------- ----------
NET ASSETS 50,000 60,563
========== ==========
CAPITAL AND RESERVES
Called up share capital 18 50,000 50,000
Profit and loss account 20 -- 10,563
---------- ----------
EQUITY SHAREHOLDERS' FUNDS 19 50,000 60,563
========== ==========
</TABLE>
3
<PAGE> 6
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Consolidated cash flow statements
(expressed in British pounds sterling)
<TABLE>
<CAPTION>
Note YEARS ENDED 31 DECEMBER
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES 26 24,615 (17,618) 3,786
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE 27 (12,933) (13,657) 1,964
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT 27 (9,722) 2,581 (1,577)
---------- ---------- ----------
Cash inflow/(outflow) before financing 1,960 (28,694) 4,173
FINANCING 27 -- (204) (204)
---------- ---------- ----------
INCREASE/(DECREASE) IN CASH IN THE PERIOD 1,960 (28,898) 3,969
========== ========== ==========
RECONCILIATION OF NET CASH FLOW
TO MOVEMENT IN NET DEBT
INCREASE/(DECREASE) IN CASH IN THE PERIOD 1,960 (28,898) 3,969
Cash flow from decrease in debt and lease financing -- 204 204
---------- ---------- ----------
MOVEMENT IN NET DEBT IN THE PERIOD 28 1,960 (28,694) 4,173
NET DEBT AT THE START OF THE PERIOD 28 (32,681) (3,987) (8,160)
---------- ---------- ----------
NET DEBT AT THE END OF THE PERIOD 28 (30,721) (32,681) (3,987)
========== ========== ==========
</TABLE>
4
<PAGE> 7
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Consolidated note of historical cost profits and losses
(expressed in British pounds sterling)
<TABLE>
<CAPTION>
YEARS ENDED 31 DECEMBER
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Reported profit on ordinary activities before taxation 5,682 8,831 2,317
Difference between historical cost depreciation
and the actual depreciation charge for the year
calculated on the revalued amount 5 7 12
---------- ---------- ----------
Historical cost profit on ordinary activities before
taxation 5,687 8,838 2,329
========== ========== ==========
HISTORICAL COST (LOSS)/PROFIT FOR THE PERIOD RETAINED
AFTER TAXATION AND DIVIDEND (10,558) 8,150 2,432
========== ========== ==========
</TABLE>
5
<PAGE> 8
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Notes to the consolidated financial statements
(expressed in British pounds sterling)
1 ACCOUNTING POLICIES
BASIS OF THE PREPARATION OF THE FINANCIAL STATEMENTS
The financial statements have been prepared under the historical cost
convention in accordance with applicable Accounting Standards. The
directors have taken advantage of the exemption in FRS8, paragraph 3(c)
and have not disclosed related party transactions with parent and
fellow subsidiary undertakings.
BASIS OF CONSOLIDATION
The group financial statements consolidate the accounts of Fairclough
Homes Group Limited and all its subsidiary undertakings. These accounts
are made up to 31 December for each year. For associated undertakings
the group includes its share of profits and losses in the consolidated
profit and loss account and its share of post acquisition retained
profits or accumulated deficits in the consolidated balance sheet.
The consolidated accounts are based on accounts of subsidiary
undertakings which are coterminous with those of the parent company and
of accounts of associated undertakings which are coterminous with those
of the parent company.
Unless otherwise stated, the acquisition method of accounting has been
adopted. Under this method, the results of subsidiary and associated
undertakings acquired or disposed of in the year are included in the
consolidated profit and loss account from the date of acquisition or up
to the date of disposal.
TURNOVER
Turnover represents sales and value of work done including transactions
with other group undertakings, and includes the amounts (excluding
value added tax) derived from the sales of new houses, land sales,
build contracts and management fees earned from residential development
activities.
Turnover from house sales represents the selling price for the unit,
net of any incentives, together with any amounts receivable for
showhouse fixtures and fittings, and is recognised on the serving of
notice to complete, which is written notification sent to the purchaser
where the property is physically complete and fit for occupation, and
where a contract has been exchanged.
Turnover for land sales is recognised on unconditional exchange of
contracts.
INTANGIBLE FIXED ASSETS AND AMORTISATION
Ground rents are capitalised at a multiple of between 5 times and 9.5
times the annual income stream receivable which they generate. The
multiple used is dependent upon market rates at the time of
capitalisation. No amortisation is provided on ground rents.
6
<PAGE> 9
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Notes to the consolidated financial statements (continued)
(expressed in British pounds sterling)
1 ACCOUNTING POLICIES (continued)
DEPRECIATION
Depreciation is provided on all tangible assets, other than freehold
land and assets in the course of construction, at rates calculated to
write off the cost less estimated residual value of each asset on a
straight line basis over its anticipated useful life, as follows:
Freehold buildings - 50 years
Leasehold land and buildings - shorter of lease term or 50 years
Plant and equipment - mainly 3 to 5 years
The treatment adopted in respect of investment properties may be a
departure from the requirements of the Companies Act concerning
depreciation of fixed assets. However, these properties are not held
for consumption but for investments and the directors consider that
systematic annual depreciation would be appropriate. The accounting
policy adopted is therefore necessary for the accounts to give a true
and fair view. Depreciation is only one of many factors reflected in
periodic valuations and the amount which might otherwise have been
shown cannot be separately identified or quantified.
STOCKS AND WORK IN PROGRESS
Stocks and work in progress including part exchange properties are
stated at the lower of cost including attributable overheads and net
realisable value. For work in progress and finished goods in respect of
house building, cost may be taken as build cost, which includes
expenditure on site supervision, plant hire and similar costs referred
to as "preliminaries". Work in progress is stated at costs incurred,
less those transferred to the profit and loss account, and may include
certain sales and marketing costs including brochures, signage, flag
poles and flags, permanent sales office costs and showhouse costs.
Other sales and marketing costs including advertising, temporary sales
office costs, sales staff salaries, sales office and showhouse running
costs and selling fees are written off to cost of sales as incurred
subject to a review of site performance.
LONG TERM CONTRACTS
The amount of profit attributable to the stage of completion of
long-term contracts is recognised when the outcome of the contract can
be foreseen with reasonable certainty. Turnover for such contracts is
stated at the cost appropriate to their stage of completion plus
attributable profits, less amounts recognised in previous years.
Provision is made for any losses as soon as they are foreseen.
Contract work in progress is stated at costs incurred, less those
transferred to the profit and loss account, after deducting foreseeable
losses and payments on account not matched with turnover.
Amounts recoverable on contracts are included in debtors and represent
turnover recognised in excess of payments on account.
TAXATION
The liability for current, deferred and future taxation has been
assumed by AMEC p.l.c. Provision is made for taxation deferred in
respect of all timing differences except where it is considered there
is reasonable probability that such taxation will not be payable in the
foreseeable future.
7
<PAGE> 10
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
1 ACCOUNTING POLICIES (continued)
LAND OPTIONS
Land options are included within debtors and are written off if it
becomes apparent that the option will not be exercised.
PENSIONS
Contributions to pension schemes are allocated to the profit and loss
account on a systematic basis over the normal expected service lives of
employees.
2 TURNOVER
The activities are regarded by the directors as a single class of
business.
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Turnover by geographical area:
United Kingdom 199,287 233,482 192,317
========== ========== ==========
</TABLE>
3 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
IS STATED AFTER CHARGING
Auditors' remuneration:
Audit 33 55 59
Depreciation and other amounts written
off tangible fixed assets:
Owned 191 194 249
Hire of plant and equipment 1,277 1,161 1,494
Hire of other assets -- 167 167
========== ========== ==========
</TABLE>
8
<PAGE> 11
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
4 EXCEPTIONAL ITEMS
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Amounts written off housing assets -- -- 9,683
Amounts written off investments -- -- 2,700
---------- ---------- ----------
-- -- 12,383
========== ========== ==========
</TABLE>
5 REMUNERATION OF DIRECTORS
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Directors' emoluments:
Salary (including benefits in kind) 172 126 206
Pension contributions 20 23 37
---------- ---------- ----------
192 149 243
========== ========== ==========
</TABLE>
6 STAFF NUMBERS AND COSTS
The average number of persons employed by the Group (including
directors) during the year was as follows:
<TABLE>
<CAPTION>
NUMBER OF EMPLOYEES
1998 1997 1996
<S> <C> <C> <C>
537 574 550
===== ===== =====
</TABLE>
The aggregate payroll costs of these persons were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Wages and salaries 11,068 10,884 10,819
Social security costs 997 988 916
Other pension costs (see note 23) 634 856 656
--------- ---------- ----------
12,699 12,728 12,391
========= ========== ==========
</TABLE>
9
<PAGE> 12
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
Notes to the consolidated financial statements (continued)
(expressed in British pounds sterling)
7 NET INTEREST (PAYABLE)/RECEIVABLE AND SIMILAR (CHARGES)/INCOME
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Receivable:
Bank interest -- -- 692
Interest on loans to associated
undertakings -- 408 --
Group interest and management charge -- -- 3,278
Other 58 428 43
---------- ---------- ----------
58 836 4,013
Payable:
On bank loans and overdrafts repayable
within 5 years (426) (1,626) (1,354)
Interest on loans from associated
undertakings (92) -- (695)
Group interest and management charge (12,564) (12,867) --
---------- ---------- ----------
(13,082) (14,493) (2,049)
---------- ---------- ----------
Net interest (13,024) (13,657) 1,964
========== ========== ==========
</TABLE>
8 TAXATION
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
UK corporation tax at 31% (1997 31.5%;
1996:33%) on the profit for the year on
ordinary activities 1,334 889 279
Share of associated undertakings tax (19) (201) (382)
---------- ---------- ----------
1,315 688 (103)
========== ========== ==========
</TABLE>
9 DIVIDENDS
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Ordinary shares: Final proposed 14,930 -- --
========== ========== ==========
</TABLE>
10
<PAGE> 13
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
10 INTANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Ground rents at beginning of year 513 469
Additions 264 212
Disposals (110) (168)
---------- ----------
At end of year 667 513
========== ==========
</TABLE>
11 TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
LAND AND PLANT AND
BUILDINGS EQUIPMENT TOTAL
L.000 L.000 L.000
<S> <C> <C> <C>
COST OR VALUATION
At 1 January 1997 4,777 2,169 6,946
Additions 36 219 255
Intergroup transfers (1,305) (427) (1,732)
Reclassification (6) 6 -
Disposals (1,519) (396) (1,915)
---------- ---------- ----------
At 1 January 1998 1,983 1,571 3,554
Additions -- 202 202
Disposals (52) (6) (58)
---------- ---------- ----------
At 31 December 1998 1,931 1,767 3,698
---------- ---------- ----------
DEPRECIATION AND DIMINUTION IN VALUE
At 1 January 1997 218 1,907 2,125
Charge for year 48 146 194
Intra group transfers -- (389) (389)
Disposals (51) (394) (445)
---------- ---------- ----------
At 1 January 1998 215 1,270 1,485
Charge for year 54 137 191
On disposals (51) (3) (54)
---------- ---------- ----------
At 31 December 1998 218 1,404 1,622
---------- ---------- ----------
NET BOOK VALUE
At 31 December 1998 1,713 363 2,076
========== ========== ==========
At 31 December 1997 1,768 301 2,069
========== ========== ==========
</TABLE>
11
<PAGE> 14
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
11 TANGIBLE FIXED ASSETS (continued)
The net book value of land and buildings comprises:
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Freehold 1,679 1,726
Short leasehold 34 42
---------- ----------
1,713 1,768
========== ==========
</TABLE>
Particulars relating to revalued assets are given below:
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
At 1994 open market value 1,870 1,870
Aggregate depreciation thereon (200) (151)
---------- ----------
Net book value 1,670 1,719
========== ==========
Historical cost of revalued assets 2,845 2,845
Aggregate depreciation based on historical cost (389) (345)
---------- ----------
Historical cost net book value 2,456 2,500
========== ==========
</TABLE>
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Tangible fixed assets not depreciated:
Land 251 301
========== ==========
</TABLE>
12
<PAGE> 15
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
12 INVESTMENTS (HELD AS FIXED ASSETS)
<TABLE>
<CAPTION>
Balance Profit and Inter Group Balance
1 January loss account Transfer 31 Dec
1998 1998
L.000 L.000 L.000 L.000
<S> <C> <C> <C> <C>
ASSOCIATED UNDERTAKINGS
Homehurst Ltd (4,265) (510) 4,775 --
Carlinian Ltd (1,355) -- 1,355 --
Mutanderis 23 Ltd 85 -- (85) --
Fibaside Ltd 13 -- (13) --
Eurowait Ltd (1,045) (80) 1,125 --
F&NE Ltd (1,361) 52 1,309 --
F&NE (1990) Ltd (1,080) (83) 1,163 --
---------- ----------- ----------- ----------
(9,008) (621) 9,629 --
========== =========== =========== ==========
</TABLE>
All the above companies are incorporated in England and have principal
activities in housing and development.
13 STOCKS
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Development land and work in progress 134,499 135,275
========== ==========
</TABLE>
14 DEBTORS
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Due within one year:
Trade debtors 13,280 11,851
Amounts owed by undertakings in which the company
has a participating interest 517 10,064
Amounts owed by fellow subsidiary undertaking 13,905 --
Other debtors and prepayments 6,581 5,566
---------- ----------
34,283 27,481
========== ==========
Due after one year:
Other debtors and prepayments -- 3,636
---------- ----------
-- 3,636
========== ==========
</TABLE>
13
<PAGE> 16
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
15 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Bank loans and overdrafts 30,728 35,197
Trade creditors 56,945 46,589
Amounts owed to associated undertakings 36 671
Amounts owed to fellow subsidiary undertakings 2,962 1,021
Other taxation and social security costs 453 182
Other creditors 4,573 5,755
Accruals and deferred income 869 2,087
---------- ----------
96,566 91,502
========== ==========
</TABLE>
16 CREDITORS: DUE AFTER MORE THAN ONE YEAR
<TABLE>
<CAPTION>
1998 1997
L.000 L.0000
<S> <C> <C>
Trade creditors 3,241 --
Amounts owed to parent undertaking -- 7,221
Amount owed to fellow subsidiary undertaking 6,067 --
Amounts owed to associated undertaking 728 --
Dividends proposed 14,930 --
Other creditors -- 2,465
Accruals and deferred income -- 731
---------- ----------
24,966 10,417
========== ==========
</TABLE>
17 LEASE COMMITMENTS
<TABLE>
<CAPTION>
1998 1997
Land and Land and
building buildings
L.000 L.000
<S> <C> <C>
Current annual commitments payable under
non-cancellable operating leases:
In the second to fifth years 182 167
========== ==========
</TABLE>
14
<PAGE> 17
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
18 SHARE CAPITAL
<TABLE>
<CAPTION>
AUTHORISED ALLOTTED, CALLED UP
AND FULLY PAID
1998 1997
L.000 L.000
<S> <C> <C>
50,000,000 ordinary shares of L.1 each 50,000 50,000
========== ==========
</TABLE>
19 CONSOLIDATED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
Years ended 31 December
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Profit for the financial year 4,367 8,143 2,420
Dividends (14,930) -- --
---------- ---------- ----------
NET (REDUCTION)/ADDITION TO SHAREHOLDERS'
FUNDS ARISING IN THE PERIOD (10,563) 8,143 2,420
Opening shareholders' funds 60,563 52,420 50,000
---------- ---------- ----------
CLOSING SHAREHOLDERS' FUNDS 50,000 60,563 52,420
========== ========== ==========
</TABLE>
15
<PAGE> 18
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
20 RESERVES
<TABLE>
<CAPTION>
PROFIT
AND LOSS
ACCOUNT
L.000
<S> <C>
At 1 January 1996 --
Retained profit for year 2,420
----------
At 1 January 1997 2,420
Retained profit for year 8,143
----------
At 1 January 1998 10,563
Retained loss for year (10,563)
----------
At 31 December 1998 --
==========
</TABLE>
21 SIGNIFICANT EVENTS
With effect from 31 December 1997 the agency agreements previously
entered into between AMEC Developments Limited, AMEC Properties
Limited, AMEC Properties (ZVI), AMEC Regeneration Limited, Almondvale
Development Limited, Carisfall Limited, Denskill Limited, IDC Property
Investments Limited, Newcastle Quayside Limited, Rail Link Scotland
Limited and Fairclough Homes Group Limited were cancelled.
With effect from 31 December 1997 the trade and assets of the
previously named companies were transferred to their respective balance
sheets.
22 ULTIMATE PARENT COMPANY
The company regarded by the directors as the ultimate parent company is
AMEC p.l.c. which is incorporated in England. Copies of the group
accounts can be obtained from AMEC p.l.c., Sandiway House, Hartford,
Northwich, Cheshire, CW8 2YA.
16
<PAGE> 19
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
23 PENSION SCHEME
AMEC p.l.c., operates a number of pension schemes for United Kingdom
and overseas employees. All United Kingdom members are in defined
benefit schemes. Contributions paid by employees and employers are held
in funds that are separate from the group's finances and which are
administered by trustees.
Pension costs are assessed in accordance with the advice of independent
qualified actuaries.
The projected unit method is used to assess liabilities and future
funding rates for the major scheme which covers 90 per cent of United
Kingdom members. The latest actuarial valuation of this scheme was
undertaken as at 1 April 1996. This showed that the market value of the
assets was L.618 million with the actuarial value of assets being
sufficient to cover 118 per cent of the accrued benefits. The valuation
assumed that the investment returns would be two percent higher than
the rate of annual salary increases.
24 DISPOSALS
Year ended 31 December 1998
On 31 December 1998 the Group disposed of the following subsidiaries:
<TABLE>
<CAPTION>
Consideration Net assets
given sold
L.000 L.000
<S> <C> <C>
SUBSIDIARY UNDERTAKINGS:
Bonnyfields Homes Limited -- --
Claremont Projects Limited -- --
Danafield Limited -- --
Downsview Developments
Limited -- --
Portriver Limited -- --
Perchstand Limited -- --
Imberplace Limited -- --
Zincbell Properties Limited -- --
Carlinian (Commercial) Limited -- --
Carlinian (Commercial No 2) Limited -- --
Carlinian (Residential Limited -- --
------------- ----------
-- --
============= ==========
</TABLE>
17
<PAGE> 20
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
25 SUBSIDIARY UNDERTAKINGS
The following is a list of subsidiary undertakings:
<TABLE>
<CAPTION>
% Country
Equity of
held incorporation
<S> <C> <C>
Viewton Properties Limited 100 England
Fairpine Limited 50 England
</TABLE>
26 RECONCILIATION OF OPERATING PROFIT/(LOSS) TO OPERATING CASH FLOWS
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Operating profit 19,236 21,789 788
Depreciation charge 191 194 249
Loss/(profit) on sale of fixed assets 5 487 (840)
Ground rents capitalised (264) (212) (186)
Decrease in stocks 776 15,454 2,293
(Increase)/decrease in debtors (3,166) 58,977 44,588
Increase/(decrease) in creditors 7,837 (114,307) (43,106)
---------- ---------- ----------
NET CASH INFLOW/(OUTFLOW) FROM OPERATING
ACTIVITIES 24,615 (17,618) 3,786
========== ========== ==========
</TABLE>
18
<PAGE> 21
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
27 ANALYSIS OF CASH FLOWS
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
RETURNS ON INVESTMENT AND SERVICING
OF FINANCE
Interest received 58 836 4,013
Interest paid (12,991) (14,493) (2,049)
---------- ---------- ----------
(12,933) (13,657) 1,964
========== ========== ==========
CAPITAL EXPENDITURE AND FINANCIAL
INVESTMENT
Purchase of tangible fixed assets (203) (255) (126)
Sale of tangible fixed assets -- 2,326 2,172
Transfer of investments (9,629) 342 (3,820)
Sale of ground rents 110 168 197
---------- ---------- ----------
(9,722) 2,581 (1,577)
========== ========== ==========
FINANCING
Repayment of loans -- (204) (204)
========== ========== ==========
</TABLE>
28 ANALYSIS OF NET DEBT
<TABLE>
<CAPTION>
At 1 Cash flow At 1 Cash flow At 1 Cash Flow At 31
January January January December
1996 1997 1998 1998
L.000 L.000 L.000 L.000 L.000 L.000 L.000
<S> <C> <C> <C> <C> <C> <C> <C>
Cash in hand, at bank 11,149 2,024 13,173 (10,657) 2,516 (2,509) 7
Overdrafts (18,901) 1,945 (16,956) (18,241) (35,197) 4,469 (30,728)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(7,752) 3,969 (3,783) (28,898) (32,681) 1,960 (30,721)
Debt due after one year (408) 204 (204) 204 -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL (8,160) 4,173 (3,987) (28,694) (32,681) 1,960 (30,721)
========== ========== ========== ========== ========== ========== ==========
</TABLE>
19
<PAGE> 22
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
29 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED
STATES OF AMERICA GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The Group's consolidated financial statements are prepared in
conformity with generally accepted accounting principles applicable in
the United Kingdom (UK GAAP), which differ in certain significant
respects from those applicable in the United States of America (US
GAAP). These differences, together with the approximate effects of the
adjustments on net profit and shareholders' funds, relate principally
to the items set out below:
a) Deferred taxation: UK GAAP requires that no provision for
deferred taxation should be made if there is reasonable
evidence that such taxation will not be payable in the
foreseeable future. Under US GAAP, deferred taxation is
recognised under the full liability method which permits
deferred tax assets to be recognised if their realisation is
considered more likely than not.
b) Cash flows: The principal difference between UK GAAP and US
GAAP is in respect of classification. Under UK GAAP, the Group
presents its cash flows for operating activities, returns on
investments and servicing of finance, taxation, investing
activities, and financing activities. US GAAP requires only
three categories of cash flow activities which are operating,
investing and financing.
Cash flows arising from taxation and returns on investments
and servicing of finance under UK GAAP would, with the
exception of dividends paid, be included as operating
activities under US GAAP; dividend payments would be included
as a financing activity under US GAAP. In addition, under UK
GAAP, cash and cash equivalents include overdraft which under
US GAAP would be presented as financing activities.
Under US GAAP, the following amounts would be reported:
<TABLE>
<CAPTION>
1998 1997 1996
L.000 L.000 L.000
<S> <C> <C> <C>
Net cash provided by/(used in) operating
activities 11,682 (31,275) 5,750
Net cash (used in)/provided by investing
activities (9,722) 2,581 (1,577)
Net cash (used in)/provided by
financing activities (4,469) 18,037 (2,149)
---------- ----------- ---------
Net (decrease)/increase in cash and
cash equivalents (2,509) (10,657) 2,024
---------- ----------- ---------
Cash and cash equivalents under US GAAP 7 2,516 13,173
========== =========== =========
</TABLE>
20
<PAGE> 23
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
29 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED
STATES OF AMERICA GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
c) Pensions: Under UK GAAP, the expected cost of pensions is
charged to the profit and loss account so as to spread the
cost of pensions over the expected service lives of employees.
Surpluses arising from the actuarial valuation are similarly
spread. Under US GAAP, costs and surpluses are also spread
over the expected service lives but based on prescribed
actuarial assumptions, allocation of costs and valuation
methods, which differ from those used for UK GAAP. The profit
and loss effect during the three years ended 31 December 1998
is unlikely to be material. However an estimate was made of
the prepayment at 31 December 1997 and 31 December 1998 which
is included within the statement showing approximate effects
on shareholders' funds of the differences between UK and US
GAAP.
d) Dividend: Under UK GAAP the proposed dividend in respect of
the year ended 31 December 1998 has been accrued in the
financial statements. However to comply with US GAAP this
should be added back to profits and reflected in the year in
which it is declared.
e) Turnover: Under UK GAAP the group recognises house sales and
resulting profit on the serving of notice to complete, which
is written confirmation sent to the purchaser where the
property is physically complete and fit for occupation and
where a contract has been exchanged. Under US GAAP, house
sales and resulting profit is generally recognised on closing
and when all consideration has been exchanged.
Under UK GAAP the group recognises turnover and resulting
profit for land sales on the unconditional exchange of
contracts. Under US GAAP, land sales and resulting profit is
generally recognised on closing and when all consideration has
been exchanged.
f) Intangible assets: Under UK GAAP the group capitalises ground
rents at a multiple of between 5 and 9.5 times the annual
income stream receivable which they generate. Under US GAAP
ground rents are not capitalised.
g) Interest: Under UK GAAP the group writes off interest to the
profit and loss account as incurred. Under US GAAP interest
incurred on finance provided for developments is included
within work in progress as part of the cost of the development
and released to the profit and loss account as the development
is sold.
21
<PAGE> 24
FAIRCLOUGH HOMES GROUP LIMITED
(formerly AMEC Housing and Development Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(expressed in British pounds sterling)
29 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED
STATES OF AMERICA GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
Approximate effects on net profit of differences between UK and US
GAAP:
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Retained (loss)/profit in conformity with UK
GAAP (10,563) 8,143
Adjustments:
Deferred taxes (221) (1,337)
Dividend 14,930 --
House sales recognition 280 766
Land sales recognition (322) 110
Ground rents (154) (44)
Interest capitalisation adjustment 68 (386)
---------- ----------
Net profit/(loss) in conformity with US GAAP 4,018 7,252
========== ===========
</TABLE>
Approximate effects on shareholders' funds of the differences between
UK and US GAAP:
<TABLE>
<CAPTION>
1998 1997
L.000 L.000
<S> <C> <C>
Shareholders' funds in conformity with UK GAAP 50,000 60,563
Adjustments:
Deferred taxation (51) 170
Dividend 14,930 --
House sales recognition (2,094) (2,374)
Land sales recognition (322) --
Ground rents (667) (513)
Interest capitalisation adjustment 6,572 6,504
Pension costs adjustment 1,800 1,500
---------- ----------
Shareholders' funds in conformity with US GAAP 70,168 65,850
========== ==========
</TABLE>
30 COMPANIES ACT 1985
These consolidated financial statements do not comprise the company's
statutory accounts within the meaning of Section 240 of the Companies
Act 1985 of Great Britain. Statutory accounts have been prepared for
each of the years ended 31 December 1998, 1997 and 1996, on which the
auditors' reports were unqualified and have been delivered to the
Registrar of Companies for England and Wales.
22
<PAGE> 25
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
HEADNOTE
On April 15, 1999, Centex Development Company UK Limited ("Purchaser"), a
company incorporated in England and Wales and wholly owned subsidiary of Centex
Development Company, L.P. (the "Registrant") closed its acquisition from AMEC
Finance Limited ("Seller"), a company incorporated in England and Wales, of the
entire class A share capital of Fairclough Homes Group Limited, a company
incorporated in England ("Fairclough"). In return for such share capital, which
carries 100% of the voting rights in Fairclough, the Purchaser issued to the
Seller non-interest bearing promissory notes totaling approximately $221
million. No payments will be required under the notes until March 30, 2001, at
which time the notes will mature and become payable.
During the two year period between closing and March 31, 2001, the Seller will
receive all of Fairclough's income up to a pre-determined level, net of tax and
other deductions as defined in the acquisition agreements (the "Distribution").
The Purchaser will receive a portion of Fairclough's income above those amounts.
Pursuant to a shareholders agreement, the Purchaser's operating control of
Fairclough during the two year period will be subject to certain mutual
approvals required by both the Purchaser and the Seller. The Unaudited Pro Forma
Condensed Consolidated Statement of Operations reflect the Distribution as
interest expense in accordance with generally accepted accounting principles.
The accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1999 gives effect to the April 15, 1999 acquisition of Fairclough as
if the transaction had occurred on March 31, 1999. The accompanying Unaudited
Pro Forma Condensed Consolidated Statement of Operations for the year ended
March 31, 1999 gives effect to the April 15, 1999 acquisition of Fairclough as
if such transaction had occurred on April 1, 1998. Financial information for
Fairclough included in the Unaudited Pro Forma Condensed Consolidated Financial
Statements is derived from audited financial statements included elsewhere in
this Form 8-K/A-1, and is as of and for the year ended December 31, 1998, the
most recent fiscal year for Fairclough.
The Unaudited Pro Forma Condensed Consolidated Financial Statements are based on
the historical financial statements of the Registrant and the historical
financial statements of Fairclough. The pro forma adjustments are preliminary
and are based upon available information. These adjustments are directly
attributable to the transaction referenced above, and are expected to have a
continuing impact on the Registrant's business, results of operations, and
financial position. The purchase of Fairclough will be accounted for using the
purchase method of accounting, pursuant to which the total cost of the
acquisition will be allocated to the tangible and intangible assets acquired and
liabilities assumed based upon their estimated fair values. The final allocation
of the purchase price will be determined upon an opening balance sheet audit,
final analysis of the acquired assets and a review for other intangible assets.
The Unaudited Pro Forma Condensed Consolidated Financial Statements should be
23
<PAGE> 26
read in conjunction with the historical audited financial statements of the
Registrant for the year ended March 31, 1999. The Unaudited Pro Forma Condensed
Consolidated Statement of Operations are not necessarily indicative of what
actual results of operations of the Registrant would have been for the period,
nor do they represent the Registrant's results of operations for future periods.
24
<PAGE> 27
CENTEX DEVELOPMENT COMPANY, L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET--MARCH 31, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
(A)
Centex Fairclough
Development Homes Pro Forma
ASSETS Company, LP Group Limited Adjustments Consolidated
------ ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
CASH $ 331 $ 12 $ (12) (B) $ 331
ACCOUNTS RECEIVABLE 3,133 53,025 (42,921) (B) 13,237
PROJECTS UNDER DEVELOPMENT
AND HELD FOR SALE 102,389 234,713 23,014 (C) 360,116
NOTES RECEIVABLE 3,554 -- -- 3,554
INVESTMENT IN REAL ESTATE
JOINT VENTURES 672 -- -- 672
COMMERCIAL PROPERTIES, net 1,899 -- -- 1,899
PROPERTY AND EQUIPMENT, net 89 3,454 (383) (B) 3,160
OTHER ASSETS, net 1,166 2,422 31,572 (D) 35,160
----------- ------------- --------- ------------
Total assets $ 113,233 $ 293,626 $ 11,270 $ 418,129
=========== ============= ========= ============
</TABLE>
<TABLE>
LIABILITIES, PARTNERS'
CAPITAL, AND STOCKHOLDERS' EQUITY
---------------------------------
<S> <C> <C> <C> <C>
PAYABLES AND ACCRUED LIABILITIES $ 9,008 $ 175,023 $ (90,987) (E) $ 93,044
NOTES PAYABLE 41,896 -- 220,859 (F) 262,755
PARTNERS' CAPITAL AND STOCKHOLDERS' EQUITY-
Class B Unit Warrants 500 -- -- 500
Preferred Stock in Fairclough -- -- 1 (D) 1
Common Stock in Fairclough -- 88,576 (88,576) (D) --
Retained Earnings -- 24,187 (24,187) (E) --
Accumulated other comprehensive income (foreign
currency translation) 5,840 (5,840) (D) --
Partners' capital 61,829 -- -- 61,829
----------- ------------- --------- ------------
Total partners' capital and stockholders' equity 62,329 118,603 (118,602) 62,330
----------- ------------- --------- ------------
Total liabilities, partners' capital, and
stockholders' equity $ 113,233 $ 293,626 $ 11,270 $ 418,129
=========== ============= ========= ============
</TABLE>
25
<PAGE> 28
CENTEX DEVELOPMENT COMPANY, L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1999
(Amounts in thousands, except per unit data)
<TABLE>
<CAPTION>
(A)
Centex Fairclough
Development Homes Pro Forma
Company, LP Group Limited Adjustments Consolidated
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUES $ 28,228 $ 327,763 $ -- $ 355,991
COST AND EXPENSES:
Cost of revenues 22,755 278,567 -- 301,322
Selling, general and administrative 3,567 18,466 1,526 (G) 23,559
Interest 91 21,552 2,975 (H) 24,618
----------- ------------- --------- ------------
26,413 318,585 4,501 349,499
----------- ------------- --------- ------------
EARNINGS (LOSS) BEFORE INCOME TAXES 1,815 9,178 (4,501) 6,492
PROVISION FOR INCOME TAXES(J) -- 2,467 2,219 (I) 4,686
----------- ------------- --------- ------------
NET EARNINGS (LOSS) $ 1,815 $ 6,711 $ (6,720) $ 1,806
=========== ============= ========= ============
NET EARNINGS PER UNIT $ 33.38 $ -- $ -- $ 33.21
=========== ============
WEIGHTED AVERAGE UNITS OUTSTANDING 54,377 -- -- 54,377
</TABLE>
26
<PAGE> 29
CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
MARCH 31, 1999
(Dollars in thousands)
(A) Reflects the historical assets, liabilities, stockholders' equity,
revenues, and expenses of Fairclough, presented in accordance with U.S.
generally accepted accounting principles and translated to U.S. dollars as
of and for the year ended December 31, 1998, Fairclough's most recent
fiscal year ended.
The United Kingdom to United States GAAP reconciliation for Fairclough can
be found in note 29 of the audited consolidated financial statements of
Fairclough included elsewhere in this Form 8-K/A-1.
(B) Represents the elimination of specific assets not acquired by Purchaser and
the estimated change in certain Fairclough assets between January 1, 1999,
and April 15, 1999, the closing date of the transaction.
<TABLE>
<S> <C>
Cash retained by Seller $ 12
==========
Receivables not acquired by Purchaser $ 3,183
Affiliate receivables not acquired by Purchaser 22,387
Estimated decrease in receivables between January 1, 1999,
and April 15, 1999 17,351
----------
$ 42,921
==========
Estimated decrease in Property and Equipment between
January 1, 1999, and April 15, 1999 $ 383
==========
</TABLE>
(C) This amount represents the fair value adjustment to projects under
development and held for sale and the estimated increase in projects
under development and held for sale from January 1, 1999, through
April 15, 1999, as follows:
<TABLE>
<S> <C>
Fair value adjustment to assets acquired $ (10,934)
Estimated increase in assets between January 1, 1999 and
April 15, 1999 $ 33,948
----------
$ 23,014
==========
</TABLE>
(D) Represents the elimination of Fairclough historical equity, issuance of
preferred stock at par value, recognition of goodwill and recognition of
deferred debt issuance costs.
<TABLE>
<S> <C>
Goodwill $ 30,525
Deferred debt issuance costs 1,047
----------
$ 31,572
==========
</TABLE>
27
<PAGE> 30
(E) Reflects the elimination of liabilities not assumed by Purchaser (primarily
parent company debt of Fairclough), the accrual of a significant dividend
paid by Fairclough subsequent to December 31, 1998, the accrual of
acquisition costs, and the estimated change in certain Fairclough
liabilities between January 1, 1999 and April 15, 1999.
<TABLE>
<S> <C>
Liabilities not assumed $ 88,046
Estimated decrease in liabilities between January 1, 1999
and April 15, 1999 30,667
Accrued dividend (24,187)
Acquisition costs payable (3,539)
----------
$ 90,987
==========
</TABLE>
(F) Represents the notes payable to Seller to finance the acquisition.
(G) Represents amortization of goodwill and other intangibles based upon
Purchaser's allocation of purchase price as if the acquisition of
Fairclough was completed on April 1, 1998. Goodwill is being amortized over
a 20-year period. This reflects a preliminary allocation of the purchase
price. The final allocation of the purchase price will be determined upon
an opening balance sheet audit, final analysis of the acquired assets and a
review for other intangible assets.
(H) Reflects the following:
1) Elimination of the historical interest expense of Fairclough related
to debt that will not be assumed by Purchaser.
2) Additional interest expense representing the Distribution to the
Seller as defined in the Headnote to the Unaudited Pro Forma Condensed
Consolidated Financial Statements. This interest expense is not fully
deductible for tax reporting purposes. As a result, a limited tax
benefit has been recorded for this amount in the accompanying
Unaudited Pro Forma Condensed Consolidated Statement of Operations.
3) Fronting fees and commissions associated with a letter of credit
securing the notes issued by a financial institution.
4) Amortization of deferred debt issuance costs that would have been
incurred had the debt incurred to finance the acquisition of
Fairclough been outstanding from the beginning of the period. The
deferred debt issuance costs are being amortized over the estimated
term of the debt, 2 years.
<TABLE>
<S> <C>
Elimination of historical interest $ (21,552)
Distribution to Seller 22,433
Fronting fees and commissions 1,570
Amortization of deferred debt issuance costs 524
----------
$ 2,975
==========
</TABLE>
(I) Represents the increase in the Fairclough foreign tax provision for the
elimination of the historical interest expense described in footnote (H),
which was tax deductible to Fairclough in the United Kingdom, and the
benefits for Federal tax deductions to be received by the Purchaser.
(J) The taxable income of the Registrant has been allocated to the holders of
its class A and class C partner units. Accordingly, no tax provision for
the partnership earnings is shown in the Unaudited Condensed Consolidated
Pro Forma Financial Statements.
28
<PAGE> 31
(c) Exhibits.
Exhibits required by Item 601 of Regulation S-K:
Exhibit No. Exhibit
- ----------- -------
10.18 Share Purchase Agreement dated April 15, 1999 by and among AMEC
p.l.c., as Guarantor, AMEC Finance Limited, as Seller, and
Centex Development Company UK Limited, as Purchaser (Previously
filed with the Current Report on Form 8-K dated April 29, 1999.)
23 Consent of KPMG
<PAGE> 32
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 DEVELOPMENT COMPANY, L.P.
Registrant
By: 3333 Development Corporation,
General Partner
June 29, 1999 By: /s/ Raymond G. Smerge
-------------------------
Raymond G. Smerge
Secretary
<PAGE> 33
EXHIBIT INDEX
Exhibit
Number Exhibit
10.18 Share Purchase Agreement dated April 15, 1999 by and among AMEC
p.l.c., as Guarantor, AMEC Finance Limited, as Seller, and Centex
Development Company UK Limited, as Purchaser (Previously filed
with the Current Report on Form 8-K dated April 29, 1999.)
23 Consent of KPMG
<PAGE> 1
EXHIBIT 23
[LOGO] [KPMG LETTERHEAD]
The Board of Directors
Fairclough Homes Group Limited
Goldvale House
Church Street West Our ref djb/mb/37/001
WOKING
Surrey Contact John Brighouse
GU21 1DJ 01772 473664
29 June 1999
Dear Sirs:
We consent to the incorporation by reference in the registration statement
(numbers 333-28229, 333-28229-01, 333-28229-02, 2-95271) on Form S-8,
registration statement 333-55717 on Form S-8 and in the registration statement
(numbers 333-74185, 333-74185-01, 333-74185-02) on Form S-8 of our report dated
13 April 1999, with respect to the consolidated balance sheets of Fairclough
Homes Group Limited and subsidiaries as of 31 December 1998 and 1997, and the
related consolidated profit and loss accounts and cash flow statements for each
year of the three year period ended 31 December 1998, which report appears in
the Form 8-K/A-1 of Centex Development Company LP dated 29 June 1999.
Yours faithfully,
/s/ BILL ENEVOLDSON
Bill Enevoldson
Audit Director
