<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
----------
PROFIT SHARING AND RETIREMENT PLAN OF
CENTEX CONSTRUCTION PRODUCTS, INC.
(Full title of plan)
Commission File No. 1-12984
CENTEX CONSTRUCTION PRODUCTS, INC.
3710 Rawlins, Suite 1600
Dallas, Texas 75219
(Name of issuer and address of principal executive offices)
================================================================================
<PAGE> 2
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998,
AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Profit Sharing And Retirement Plan
Of Centex Construction Products, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the Profit Sharing and Retirement Plan of Centex Construction
Products, Inc. (the "Plan") as of December 31, 1999 and 1998, and the related
statements of changes in net assets available for benefits for the year ended
December 31, 1999, and the nine months ended December 31, 1998. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 principles 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 financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1999 and 1998, and the changes in its net assets
available for benefits for the year ended December 31, 1999, and the nine months
ended December 31, 1998, in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 16, 2000
<PAGE> 4
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1999,
and the Nine Months Ended December 31, 1998 4
Notes to Financial Statements 5-9
Schedule I - Schedule H, Part IV, Line 4i - Schedule of Assets
Held for Investment Purposes as of December 31, 1999 10
</TABLE>
2
<PAGE> 5
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS:
Participant Directed Investments,
at Fair Market Value -
Interest-bearing cash accounts $ -- $ 20,268
Investment in Master Trust 21,259,658 18,878,980
Investment in CXP Common Stock Fund 1,801,694 2,269,100
Investment in Centex Common Stock Fund 312,584 692,952
Participant Loans 37,041 --
------------ ------------
Total Investments 23,410,977 21,861,300
------------ ------------
Receivables -
Interest and dividends -- 3,424
------------ ------------
Total Receivables -- 3,424
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 23,410,977 $ 21,864,724
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999,
AND THE NINE MONTHS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Year Nine Months
Ended Ended
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Company contributions $ 753,557 $ --
Participant contributions 856,773 651,442
Interest and dividends 117,966 133,850
Net change in fair market value of investments 2,438,886 872,853
------------ ------------
Total additions 4,167,182 1,658,145
------------ ------------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 2,486,412 1,945,434
Administrative expenses 134,517 46,297
------------ ------------
Total deductions 2,620,929 1,991,731
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 1,546,253 (333,586)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 21,864,724 22,198,310
------------ ------------
End of year $ 23,410,977 $ 21,864,724
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CONSTRUCTION PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) SUMMARY DESCRIPTION OF THE PLAN:
The Profit Sharing and Retirement Plan of Centex Construction
Products, Inc., (the "Plan"), created on April 1, 1994, is a defined
contribution retirement plan covering eligible employees of Centex
Construction Products, Inc. (the "Company" or "CXP") and eligible
employees of certain subsidiaries of the Company which have adopted the
Plan with the Company's consent. The Company and the certain
subsidiaries collectively comprise the "Participating Employers." The
Plan is administered by an Administrative Committee (the "Committee")
appointed by the Board of Directors of the Company. The Plan's assets
are held in a separate trust (the "Trust") which participates in a
master trust (the "Master Trust") governed by a trust agreement (the
"Trust Agreement") with Fidelity Management Trust Company (the
"Trustee"), which is held accountable by and reports to the Committee.
Prior to November 1, 1999, State Street Bank and Trust served as the
Plan trustee, at which point the Board of Directors of the Company
appointed Fidelity Management Trust Company as trustee. Contributions
are made by the Participating Employers as determined by their Boards
of Directors. The Plan permits employees to contribute up to 15% of
their compensation to a 401(k) account.
Employees of Participating Employers become eligible to
participate in profit sharing after completing one year of service, as
defined, provided the employee is not a member of a group or class of
employees covered by a collective bargaining agreement unless such
agreement extends the Plan to such group or class of employees. One
year of service, for purposes of eligibility, is defined as the 12
consecutive month period during which the employee worked 1,000 hours,
ending on the first anniversary of the employee's date of hire or the
end of any Plan year thereafter. The Plan also permits participant
voluntary (after-tax) contributions of up to 10% of compensation, as
defined. Total additions to a participant's account are limited to a
maximum of 25% of compensation (up to a maximum of $30,000) for 401(k),
Participating Employer contributions, forfeitures, and voluntary
(after-tax) contributions on a combined basis.
After two years of service, a participant is vested in 10% of
Participating Employer contributions, forfeitures, and related
earnings. Participants vest an additional 10% after three years of
service and 20% for each additional year of service after that. A
participant is fully vested after seven years of service or upon
retirement, full and permanent disability, or death. Participants are
always fully vested in their 401(k) and voluntary contributions and
related earnings.
Although there is no intention to do so, the Company has the
right to discontinue contributions and terminate the Plan subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan provides that, in the event of termination,
participants will become fully vested in their retirement account, and
the method of distribution of assets will be in accordance with the
provisions of ERISA.
5
<PAGE> 8
Employer contributions are allocated to participant accounts
based upon each participant's length of service and salary. Forfeitures
of $19,968 were used to reduce employer contributions for the year
ended December 31, 1999. As the employer contributions and forfeitures
related to the nine months ended December 31, 1998 were based on the
Company's March 31, 1999 audited financial statements, no employer
contributions or forfeitures were recorded in the accompanying
financial statements for the nine months ended December 31, 1998.
Active participants may borrow up to 50% of the vested portion
of their account with Committee approval, but only for specific uses,
as defined, not in excess of $50,000. Loans are collateralized by
participant accounts. Such loans bear interest at a rate which
approximates market rates and are generally repayable to the Plan
within five years. Interest rates range from 9.75% to 10.25%.
Through October 31, 1999, the Plan allowed participants to
direct their accounts into four different Life Solutions Funds, the
Centex Construction Products Stock Fund (CXPSF), a S&P 500 Stock Fund,
a Short-Term Bond Fund, a Bond Index Fund, a Short-Term Investment
Fund, an International Stock Fund, and a Russell 2000 Stock Fund.
Certain of these investment options were available only effective April
1, 1999. The Plan changed investment managers to Fidelity Management
Trust Company on November 1, 1999. Participants must now direct their
accounts into five different Strategy Funds, the CXPSF, Fidelity
Retirement Money Market Portfolio, Fidelity Short-Term Bond Fund,
Fidelity U.S. Bond Index Fund, Spartan Extended Market Index Fund,
Spartan U.S. Equity Index Fund, Fidelity Diversified International
Fund, Fidelity Equity-Income II Fund, Fidelity Dividend Growth Fund,
Fidelity Aggressive Growth Fund, and Fidelity Low-Priced Stock Fund.
The Strategy Funds are as follows: Strategy: Near Retirement, Strategy:
2010, Strategy: 2020, Strategy: 2030, and Strategy: 2040. Another fund,
the Centex Common Stock Fund (CCSF), exists for those employees who
chose to retain their balance in this fund upon transfer of all of
their balances from the Profit Sharing and Retirement Plan of Centex
Corporation to the Plan. No additional contributions to this fund are
permitted.
Participants may allocate up to 15% of employer and
participant (before and after-tax) contributions to the CXPSF, whereas
up to 100% may be allocated to any other investment option (except the
CCSF) offered by the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company and its affiliates have several retirement plans
which are funded through the Master Trust. The Master Trust allocates
investment income to the Plan based on the Plan's pro rata share of
Master Trust assets. Investment income is then allocated to
participants on a pro rata basis. Administrative expenses include
Trustee and record keeper fees, as well as fund management fees. During
the year ended December 31, 1999, Strategy Funds and the Life Solutions
Funds made investments in funds that charge management fees directly to
the Master Trust. Administrative expenses are allocated pro rata to
each plan.
6
<PAGE> 9
The financial statements of the Plan are presented on the
accrual basis of accounting. Investments of the Plan represent its pro
rata share in the Master Trust assets and are stated at the latest
redemption price (which is equivalent to current value). Shares of the
CXPSF and the CCSF are valued at the quoted market price in an active
market. Investment transactions are recorded by the Trustee at cost or
sales price on the trade date basis. Unrealized appreciation
(depreciation) is the difference between the revalued cost (fair market
value at the beginning of the plan year) and the current value of
investments.
The preparation of these financial statements requires the use
of certain estimates in determining net assets available for benefits
and changes in net assets available for benefits. Actual results could
differ from those estimates.
Benefits are recorded when paid.
Certain administrative expenses of the Plan are paid by the
Plan's sponsor. The Plan is not required to reimburse the sponsor for
any administrative expenses paid by the sponsor.
(3) CHANGE IN FAIR MARKET VALUE OF INVESTMENTS:
The net change in fair market value of investments included in
the accompanying Statements of Changes in Net Assets Available for
Benefits for the year ended December 31, 1999, and the nine months
ended December 31, 1998, consisted of the following:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Investment in Master Trust $ 2,815,457 $ 519,097
Centex Common Stock Fund (284,394) 245,583
CXP Common Stock Fund (92,177) 108,173
------------ ------------
Totals $ 2,438,886 $ 872,853
============ ============
</TABLE>
(4) INCOME TAX STATUS:
The Company received a favorable determination letter dated
January 9, 1996 from the Internal Revenue Service stating that the Plan
and the related trust are qualified and exempt from federal income
taxes under Sections 401(a) and 501(a) of the Internal Revenue Code
(IRC), as amended. The Plan has been amended since receiving the
determination letter. However, the Company and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with applicable provisions of the IRC.
7
<PAGE> 10
(5) INVESTMENT IN MASTER TRUST:
The Master Trust invests in pools of assets (see Note 1). The
following is a summary of the pooled assets of the Master Trust
investments at fair market value as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Interest-bearing Cash $ -- $ 3,355,739
Corporate Bonds -- 72,884,003
Domestic Equities -- 127,359,713
International Equities -- 35,710,701
Investment in Mutual Funds 284,034,725 --
------------ ------------
$284,034,725 $239,310,156
============ ============
</TABLE>
The income recorded by the Master Trust for the year ended
December 31, 1999 is as follows:
<TABLE>
<CAPTION>
Interest Change in
and Fair Market
Dividends Value
------------ ------------
<S> <C> <C>
Investment in Mutual Funds $ 1,383,050 $ 31,295,733
</TABLE>
The Plan's undivided interest in the assets held by the Master
Trust was approximately 8% for the year ended December 31, 1999, and
for the nine months ended December 31, 1998.
(6) ASSETS HELD FOR INVESTMENT:
The fair market value of the following investments represented
5% or more of the Plan's net assets available for benefits at December
31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Life Solutions A Pool $ -- $ 2,074,721
Life Solutions B Pool -- 5,781,675
Life Solutions C Pool -- 6,874,531
Short-Term Bond Fund -- 1,230,220
S & P 500 Stock Fund -- 2,917,833
CXP Common Stock 1,801,694 2,269,100
Spartan U.S. Equity Index Fund 5,468,916 --
Strategy: Near Retirement 1,573,066 --
Strategy: 2010 5,841,067 --
Strategy: 2020 5,408,187 --
</TABLE>
(7) RELATED-PARTY TRANSACTIONS:
Certain Plan investments are shares of funds managed by the
Trustee, and therefore, these transactions qualify as party-in-interest
transactions.
8
<PAGE> 11
(8) RECONCILIATION TO FORM 5500:
As of December 31, 1999, the Plan had approximately $2,646 of
pending distributions to participants who elected to withdraw from the
Plan. These amounts are recorded as a liability in the Plan's Form
5500; however, in accordance with generally accepted accounting
principles, these amounts are not recorded as a liability in the
accompanying Statements of Net Assets Available for Plan Benefits.
There were no reconciling items to Form 5500 for the year ended
December 31, 1998. The following reconciles net assets available for
benefits per the financial statements to Form 5500 as filed by the
Company for the year ended December 31, 1999:
<TABLE>
<S> <C>
Net assets available for Plan benefits per the financial statements $ 23,410,977
Amounts allocated to withdrawing participants (2,646)
------------
Net assets available for Plan benefits per Form 5500 $ 23,408,331
============
</TABLE>
The following reconciles benefits paid to participants per the
financial statements to Form 5500 as filed by the Company for the year
ended December 31, 1999:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 2,486,412
Add- Amounts allocated to withdrawing participants at
December 31, 1999 2,646
------------
Benefits paid to participants per Form 5500 $ 2,489,058
============
</TABLE>
(9) RECLASSIFICATIONS:
Certain December 31, 1998 balances have been reclassified to
be consistent with the December 31, 1999 presentation.
9
<PAGE> 12
PROFIT SHARING AND RETIREMENT PLAN SCHEDULE I
OF CENTEX CONSTRUCTION PRODUCTS, INC.
SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN: 75-2520779
PLAN #: 002
<TABLE>
<CAPTION>
(b) (c) (d) (e)
(a) IDENTITY OF ISSUER DESCRIPTION COST CURRENT VALUE
--- ------------------ ----------- ---- -------------
<S> <C> <C> <C> <C>
* Master Trust Agreement for Pension Benefits
between Centex Corporation and Fidelity
Management Trust Company Investment in Master Trust $ 20,046,846 $ 21,259,658
* Participant Loans Participant loans, interest rates range from
9.75% to 10.25% -- 37,041
* Centex Corporation Common Stock; 12,662 Shares,
Par $.25 per share 159,100 312,584
* Centex Construction Products, Inc. Common Stock; 46,197 Shares,
Par $.01 per share 807,020 1,801,694
------------ ------------
Totals $ 21,012,966 $ 23,410,977
============ ============
</TABLE>
* Column (a) indicates each identified person/entity known to be a
party-in-interest.
This schedule lists assets held for investment purposes at December 31, 1999, as
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure.
10
<PAGE> 13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee which administers the Profit Sharing and
Retirement Plan of Centex Construction Products, Inc. has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROFIT SHARING AND RETIREMENT PLAN OF
CENTEX CONSTRUCTION PRODUCTS, INC.
Date: June 28, 2000 By: /s/ David W. Quinn
------------------------------------
David W. Quinn
Member, Administrative Committee
11
<PAGE> 14
INDEX TO EXHIBITS
PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CONSTRUCTION PRODUCTS, INC.
<TABLE>
<CAPTION>
Exhibit Filed Herewith or
Number Exhibit Incorporated by Reference
------ ------- -------------------------
<S> <C> <C>
23 Consent of Arthur Andersen LLP Filed herewith.
</TABLE>
