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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
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CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
(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)
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CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998,
AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Centex Construction Products, Inc.
Hourly Profit Sharing Plan:
We have audited the accompanying statements of net assets available
for benefits of the Centex Construction Products, Inc. Hourly Profit Sharing
Plan ("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
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CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
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>
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CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
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 $ -- $ 1,065
Investment in Master Trust 2,378,448 1,915,354
Investment in CXP Common Stock Fund 154,992 144,756
Investment in Centex Common Stock Fund 6,528 5,382
---------- ----------
Total Investments 2,539,968 2,066,557
---------- ----------
Receivables -
Interest and dividends -- 184
---------- ----------
Total Receivables -- 184
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,539,968 $2,066,741
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
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 $ 121,129 $ --
Participant contributions 374,005 235,241
Interest and dividends 3,349 13,477
Net change in fair market value of investments 188,964 66,996
---------- ----------
Total additions 687,447 315,714
---------- ----------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 198,230 108,167
Administrative expenses 15,990 5,180
---------- ----------
Total deductions 214,220 113,347
---------- ----------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 473,227 202,367
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,066,741 1,864,374
---------- ----------
End of year $2,539,968 $2,066,741
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) SUMMARY DESCRIPTION OF THE PLAN:
The Centex Construction Products, Inc. Hourly Profit Sharing
Plan (the "Plan"), created on April 1, 1993, 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 the
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. 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,
and forfeitures on a combined basis.
A participant does not vest in his/her "retirement account"
until the completion of five years of service (as defined).
Participants are fully vested in all contributions after five years of
service or upon retirement, full and permanent disability, or death.
Participants are always fully vested in their 401(k) 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.
Employer contributions are allocated to participant accounts
based upon each participant's length of service and salary.
Forfeitures of $11,621 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.
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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, the 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.
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.
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(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 $ 190,980 $ 51,736
Centex Common Stock Fund 1,950 14,392
CXP Common Stock Fund (3,966) 868
--------- ---------
Totals $ 188,964 $ 66,996
========= =========
</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.
(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.
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(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 $ -- $ 961,264
Life Solutions B Pool -- 472,786
Life Solutions C Pool -- 406,776
CXP Common Stock 154,992 144,756
Spartan U.S. Equity Index Fund 130,984 --
Strategy: Near Retirement 1,129,836 --
Strategy: 2010 566,008 --
Strategy: 2020 478,976 --
</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) RECONCILIATION TO FORM 5500:
As of December 31, 1999, the Plan had approximately $14,081
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 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 $ 2,539,968
Amounts allocated to withdrawing participants (14,081)
-----------
Net assets available for Plan benefits per Form 5500 $ 2,525,887
===========
</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 $ 198,230
Add- Amounts allocated to withdrawing participants at
December 31, 1999 14,081
-----------
Benefits paid to participants per Form 5500 $ 212,311
===========
</TABLE>
8
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(9) RECLASSIFICATIONS:
Certain December 31, 1998 balances have been reclassified to
be consistent with the December 31, 1999 presentation.
9
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CENTEX CONSTRUCTION PRODUCTS, INC. SCHEDULE I
HOURLY PROFIT SHARING PLAN
SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN: 75-2520779
PLAN #: 001
<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 $ 2,262,436 $ 2,378,448
* Centex Corporation Common Stock; 264 Shares,
Par $.25 per share 3,885 6,528
* Centex Construction Products, Inc. Common Stock; 3,974 Shares,
Par $.01 per share 89,083 154,992
----------------- -----------------
Totals $ 2,355,404 $ 2,539,968
================= =================
</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.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee which administers the Centex Construction
Products, Inc. Hourly Profit Sharing Plan has duly caused this Annual Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CENTEX CONSTRUCTION PRODUCTS, INC.
HOURLY PROFIT SHARING PLAN
Date: June 28, 2000 By: /s/ David W. Quinn
------------------------------
David W. Quinn
Member, Administrative Committee
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INDEX TO EXHIBITS
CENTEX CONSTRUCTION PRODUCTS, INC. HOURLY PROFIT SHARING PLAN
<TABLE>
<CAPTION>
Exhibit Filed Herewith or
Number Exhibit Incorporated by Reference
------ ------- -------------------------
<S> <C> <C>
23 Consent of Arthur Andersen LLP Filed herewith.
</TABLE>
