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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 16, 2000 (NOVEMBER 10, 2000)
CENTEX CONSTRUCTION PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12984 75-2520779
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2728 N. HARWOOD, DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (214) 981-5000
3710 RAWLINS, SUITE 1600, LB 78, DALLAS, TEXAS 75219
(Former name or former address if changed from last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 10, 2000, Centex Construction Products, Inc., a Delaware
corporation ("CXP"), completed the acquisition of strategic assets previously
owned by Republic Group Incorporated, a Delaware corporation ("Republic"). On
that date, CXP and its wholly owned subsidiary, Republic Holding Corporation, a
Nevada corporation ("Acquisition Sub" and, together with CXP, the "Purchasers"),
entered into a Securities Purchase Agreement (the "Purchase Agreement") with
Republic Group LLC, a Delaware limited liability company and successor to
Republic (the "Seller"), under which the Purchasers acquired the outstanding
equity interests (the "Securities") in certain limited liability companies
(collectively, the "Target Companies") owned by the Seller. The Target Companies
are engaged in the business of manufacturing and distributing gypsum wallboard
and recycled paperboard and conducting certain related activities. The Target
Companies own certain assets used in the conduct of their businesses including,
but not limited to, the following (collectively, the "Strategic Assets"):
1. The 1.1 billion square foot gypsum wallboard plant located in Duke,
Oklahoma;
2. A short line railroad and railcars linking the Duke plant to adjacent
railroads;
3. The recently completed 220,000 ton-per-year lightweight paper mill in
Lawton, Oklahoma;
4. The 50,000 ton-per-year Commerce City (Denver), Colorado paper mill;
and
5. Three recycled paper fiber collection sites.
The Purchasers expect to continue using the Strategic Assets in the conduct of
the Target Companies' businesses after the acquisition.
Pursuant to the Purchase Agreement, the Purchasers paid aggregate
consideration consisting of (1) $338,200,000 in cash, plus (2) the assumption by
Acquisition Sub of $100 million of the Seller's senior subordinated notes due
2008 (including $3 million of accrued but unpaid interest thereon). In exchange
for this consideration, the Purchasers received the Securities and a $49 million
secured note receivable, which is expected to be retired within twelve months.
The consideration paid under the terms of the Purchase Agreement was determined
through negotiations between the managements of CXP and the Seller. CXP funded
this transaction from cash on hand and borrowings under a $325 million senior
credit facility entered into during November 2000 with Bank One and other
lenders.
A copy of the Purchase Agreement is attached hereto as Exhibit 2.1. The
foregoing description of the Purchase Agreement is qualified in its entirety by
reference to the full text of such agreement, which is incorporated herein by
reference. On November 10, 2000, CXP issued a press release announcing the
acquisition of the Target Companies and related matters. A copy of the press
release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
CXP will file the financial statements required to be filed
pursuant to Item 7 of Form 8-K within 60 days after the due date for the initial
report on Form 8-K, pursuant to an amendment to this Form 8-K.
(b) Pro Forma Financial Information
CXP will file the pro forma financial information required to
be filed pursuant to Item 7 of Form 8-K within 60 days after the due date for
the initial report on Form 8-K, pursuant to an amendment to this Form 8-K.
(c) Exhibits
Exhibit
Number Description
2.1 Securities Purchase Agreement, entered into as of
November 10, 2000, among Republic Group LLC, Centex
Construction Products, Inc., and Republic Holding
Corporation. Exhibits and schedules to the Securities
Purchase Agreement are omitted in accordance with
Item 601(b)(2) of Regulation S-K. Upon request from
the Securities and Exchange Commission, the
registrant will furnish supplementally a copy of any
omitted exhibit or schedule.
99.1 Press Release dated November 10, 2000.
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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 CONSTRUCTION PROCUCTS, INC.
By: /s/ Arthur R. Zunker, Jr.
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Name: Arthur R. Zunker, Jr.
Title: Senior Vice President -
Finance and Treasurer
Date: November 16, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.1 Securities Purchase Agreement, entered into as of
November 10, 2000, among Republic Group LLC, Centex
Construction Products, Inc., and Republic Holding
Corporation. Exhibits and schedules to the Securities
Purchase Agreement are omitted in accordance with
Item 601(b)(2) of Regulation S-K. Upon request from
the Securities and Exchange Commission, the
registrant will furnish supplementally a copy of any
omitted exhibit or schedule.
99.1 Press Release dated November 10, 2000.
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