Table of Contents
Filed Pursuant to Rule 424(b)(5)
Prospectus Supplement
$150,000,000 4.875% Notes due 2008
Centex Corporation
Centex Corporation is offering $150,000,000 aggregate principal amount of 4.875% senior notes due 2008 (the “2008 notes”) and $350,000,000 aggregate principal amount of 5.450% senior notes due 2012 (the “2012 notes,” and together with the 2008 notes, the “notes”). Interest on the notes is payable February 15 and August 15 of each year, beginning on February 15, 2006. The 2008 notes will mature on August 15, 2008 and the 2012 notes will mature on August 15, 2012. We may redeem the notes in whole or in part at any time at the redemption prices described on page S-12. The notes will be senior unsecured obligations of Centex and will rank equally with all of our unsecured senior indebtedness.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Price to | Underwriting | Proceeds | ||||||||||
Public(1) | Discounts | to Centex(1) | ||||||||||
Per 2008 Note | 99.940 | % | 0.400 | % | 99.540 | % | ||||||
Note Total | $149,910,000 | $600,000 | $149,310,000 | |||||||||
Per 2012 Note | 99.943 | % | 0.625 | % | 99.318 | % | ||||||
Note Total | $349,800,500 | $2,187,500 | $347,613,000 | |||||||||
Total | $499,710,500 | $2,787,500 | $496,923,000 | |||||||||
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company on or about August 18, 2005.
Joint Bookrunners
Citigroup | JPMorgan |
Banc of America Securities LLC
BNP PARIBAS |
Calyon Securities (USA) |
RBS Greenwich Capital |
August 15, 2005
Page | ||||
Prospectus Supplement | ||||
S-3 | ||||
S-7 | ||||
S-7 | ||||
S-8 | ||||
S-11 | ||||
S-18 | ||||
S-19 | ||||
S-19 |
Page | ||||
3 | ||||
3 | ||||
4 | ||||
5 | ||||
6 | ||||
6 | ||||
7 | ||||
15 | ||||
18 | ||||
19 | ||||
19 | ||||
21 | ||||
21 |
S-2
Table of Contents
Three Months Ended | Fiscal Years Ended | |||||||||||
June 30, 2005 | March 31, | |||||||||||
Segment(1) | 2005 | 2004 | ||||||||||
Home Building(2) | 88 | % | 86 | % | 78 | % | ||||||
Financial Services | 12 | % | 12 | % | 18 | % | ||||||
Construction Services | 1 | % | 1 | % | 1 | % | ||||||
Other(3) | (1 | %) | 1 | % | 3 | % |
(1) | This table does not reflect corporate, general and administrative expenses or interest expense. The table also does not include our former manufactured housing operations or our former construction products operations, which we spun off to our stockholders in June 2003 and January 2004, respectively. We now report the historical financial results of these operations as discontinued operations in our consolidated financial statements. See “Centex – Discontinued Operations and Organizational Changes” in the accompanying prospectus. | |
(2) | Includes for all periods our international homebuilding operations, conducted through Fairclough Homes, a United Kingdom-based home builder. See “– Home Building – International” below. | |
(3) | Includes our investment real estate operations and our home services operations. Prior to March 1, 2004, our investment real estate operations included our equity investment in Centex Development Company, L.P., which we refer to as CDC, a formerly unconsolidated entity whose operations included the homebuilding operations of Fairclough Homes. On February 29, 2004, CDC became an indirect, wholly-owned consolidated subsidiary of Centex Corporation, and the Fairclough homebuilding operations were consolidated with our home building business segment for financial reporting purposes. See “Centex – Discontinued Operations and Organizational Changes” in the accompanying prospectus. We do not anticipate that any significant capital will be allocated to new business development in our investment real estate operations. |
S-3
Table of Contents
For the Three | ||||||||||||||||||||||||
Months Ended | ||||||||||||||||||||||||
June 30, 2005 | For Fiscal Years Ended March 31, | |||||||||||||||||||||||
2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||||
Closings (in units): | ||||||||||||||||||||||||
Mid-Atlantic | 1,545 | 5,823 | 5,201 | 4,501 | 3,877 | 3,395 | ||||||||||||||||||
Southeast | 1,453 | 5,879 | 5,568 | 4,851 | 4,440 | 4,137 | ||||||||||||||||||
Midwest | 1,565 | 6,712 | 5,801 | 4,695 | 3,688 | 3,296 | ||||||||||||||||||
Southwest | 2,188 | 9,158 | 8,708 | 8,157 | 6,910 | 5,661 | ||||||||||||||||||
West Coast | 1,484 | 5,815 | 5,080 | 4,223 | 4,045 | 4,170 | ||||||||||||||||||
Total | 8,235 | 33,387 | 30,358 | 26,427 | 22,960 | 20,659 | ||||||||||||||||||
Average Sales Price (in thousands) | $ | 286 | $ | 270 | $ | 242 | $ | 220 | $ | 214 | $ | 206 | ||||||||||||
S-4
Table of Contents
S-5
Table of Contents
• | its retail branches; | ||
• | a broker referral network; | ||
• | referrals from its prime mortgage affiliate, CTX Mortgage; | ||
• | a correspondent mortgage banker network; and | ||
• | its direct sales unit, which sources lending opportunities from a variety of channels, including through the Internet. |
S-6
Table of Contents
S-7
Table of Contents
Three Months Ended | ||||||||||||||||||||||||||||
June 30, | Fiscal Years Ended March 31, | |||||||||||||||||||||||||||
2005 | 2004 | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||||||
(In thousands, except ratios and per share amounts) | ||||||||||||||||||||||||||||
Revenues | $ | 3,220,624 | $ | 2,766,073 | $ | 12,859,695 | $ | 10,363,391 | $ | 8,428,705 | $ | 7,123,794 | $ | 6,138,577 | ||||||||||||||
Earnings from Continuing Operations(1) | 374,449 | 275,892 | 1,011,364 | 777,131 | 526,812 | 358,402 | 265,194 | |||||||||||||||||||||
Stockholders’ Equity | 4,482,936 | 3,266,310 | 4,280,757 | 3,050,225 | 2,657,846 | 2,116,773 | 1,714,064 | |||||||||||||||||||||
Total Assets | 21,149,406 | 17,186,342 | 20,011,079 | 16,087,454 | 11,639,707 | 8,996,991 | 6,649,968 | |||||||||||||||||||||
Debt (with financial services reflected on the equity method)(2) | 3,586,443 | 2,808,173 | 3,246,963 | 2,418,190 | 2,024,953 | 1,605,797 | 1,182,250 | |||||||||||||||||||||
Financial Services’ Debt | 10,285,019 | 8,820,858 | 9,721,146 | 8,302,190 | 4,998,819 | 3,485,027 | 2,054,898 | |||||||||||||||||||||
Total Debt, Consolidated | 13,871,462 | 11,629,031 | 12,968,109 | 10,720,380 | 7,023,772 | 5,090,824 | 3,237,148 | |||||||||||||||||||||
Capitalization (with financial services reflected on the equity method and excluding lot option minority interest) (2)(3) | 8,110,658 | 6,077,231 | 7,568,466 | 5,470,263 | 4,683,755 | 3,724,827 | 2,901,394 | |||||||||||||||||||||
Financial Services’ Capitalization(3) | 10,902,820 | 9,389,028 | 10,339,756 | 8,820,005 | 5,380,226 | 3,797,355 | 2,323,155 | |||||||||||||||||||||
Lot Option Minority Interest | 556,720 | 416,472 | 415,413 | 332,668 | — | — | — | |||||||||||||||||||||
Consolidation Eliminations | (616,155 | ) | (566,589 | ) | (617,248 | ) | (516,280 | ) | (379,671 | ) | (310,353 | ) | (266,124 | ) | ||||||||||||||
Total Capitalization, Consolidated | 18,954,043 | 15,316,142 | 17,706,387 | 14,106,656 | 9,684,310 | 7,211,829 | 4,958,425 | |||||||||||||||||||||
Debt as a Percentage of Capitalization:(3) | ||||||||||||||||||||||||||||
Debt (with financial services reflected on the equity method and excluding lot option minority interest )(2) | 44.2 | % | 46.2 | % | 42.9 | % | 44.2 | % | 43.2 | % | 43.1 | % | 40.7 | % | ||||||||||||||
Total Debt, Consolidated | 73.2 | % | 75.9 | % | 73.2 | % | 76.0 | % | 72.5 | % | 70.6 | % | 65.3 | % | ||||||||||||||
Per common share (continuing operations):(1) | ||||||||||||||||||||||||||||
Earnings per share — Basic | $ | 1.82 | $ | 1.43 | $ | 8.08 | $ | 6.30 | $ | 4.33 | $ | 2.96 | $ | 2.25 | ||||||||||||||
Earnings per share — Diluted | $ | 1.74 | $ | 1.35 | $ | 7.64 | $ | 6.01 | $ | 4.18 | $ | 2.87 | $ | 2.18 | ||||||||||||||
Cash Dividends | $ | 0.04 | $ | 0.04 | $ | 0.16 | $ | 0.10 | $ | 0.08 | $ | 0.08 | $ | 0.08 |
(1) | Earnings from continuing operations are before cumulative effect of a change in accounting principle adopted in fiscal 2004. | |
(2) | Represents a supplemental presentation that reflects the financial services segment as if accounted for under the equity method. We believe that separate disclosure of the consolidating information is useful because the |
S-8
Table of Contents
financial services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries; the financial services subsidiaries have structured their financing programs substantially on a stand-alone basis; and we have limited obligations with respect to the indebtedness of the financial services subsidiaries. Management uses this information in its financial and strategic planning. We also use this presentation to allow investors to compare us to home builders that do not have financial services operations. | ||
(3) | Capitalization is composed of debt, negative goodwill, minority interest and stockholders’ equity. In the calculation of capitalization, minority interest in fiscal 2005 and 2004 excludes minority interests recorded in connection with the consolidation of certain entities with which our homebuilding operations have lot option agreements. The amount of minority interest excluded was approximately $556.7 million and $416.5 million for the three months ended June 30, 2005 and June 30, 2004 and approximately $415.4 million and $332.7 million for fiscal 2005 and fiscal 2004. Negative goodwill arose in conjunction with the combination of Centex Real Estate Corporation with Vista Properties, Inc. in fiscal year 1997. Fiscal year 2001 includes the accretion of negative goodwill to earnings as a reduction of costs and expenses. During fiscal year 2001, negative goodwill was fully accreted. |
Three Months Ended | ||||||||||||||||||||||||||||
June 30,(1) | Fiscal Years Ended March 31,(1) | |||||||||||||||||||||||||||
2005 | 2004 | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||||||
Total enterprise | 3.32x | 3.33x | 4.05x | 3.87x | 3.16x | 2.94x | 2.96x | |||||||||||||||||||||
Total enterprise (with financial services reflected on the equity method) | 6.27x | 5.16x | 7.21x | 6.46x | 4.88x | 4.61x | 4.63x |
(1) | The ratios presented in this table have been adjusted to reflect our former manufactured housing operations (spun off in June 2003) and our former construction products operations (spun off in January 2004) as discontinued operations in each fiscal year. |
• | interest expense and amortization of debt discount; | ||
• | interest capitalized during the period; and | ||
• | an interest factor attributable to rentals. |
• | earnings from continuing operations before income taxes, cumulative effect of a change in accounting principle and minority interests in the income of consolidated subsidiaries, and adjusted for undistributed income and loss from equity investments; | ||
• | fixed charges as defined above, but excluding interest capitalized; and | ||
• | amortization of capitalized interest. |
S-9
Table of Contents
• | the financial services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries; | ||
• | the financial services subsidiaries have structured their financing programs substantially on a stand-alone basis; and | ||
• | we have limited obligations with respect to the indebtedness of the financial services subsidiaries. |
Senior debt: | ||||
Commercial paper borrowings | $ | 180,000,000 | ||
Medium-Term Notes, weighted-average 4.59%, due through 2008 | 398,000,000 | |||
Long-Term Notes, weighted-average 5.89%, due through 2016 | 2,708,601,000 | |||
Other(1) | 178,953,576 | |||
Total senior debt | 3,465,554,576 | |||
Subordinated debt: | ||||
8.75% Subordinated Debentures due in 2007 | 99,857,000 | |||
Total debt(2) | $ | 3,565,411,576 | ||
(1) | Consists of $170,077,000 of debt of subsidiaries and $8,876,576 of debt of a joint venture to which a subsidiary is a party, all of which Centex Corporation has guaranteed. | |
(2) | The table does not include our contingent obligations in respect of debt of certain non-consolidated joint ventures in which we participate, as more fully described in our most recent Quarterly Report on Form 10-Q. |
S-10
Table of Contents
S-11
Table of Contents
• | 100% of the principal amount of such series of notes, or | ||
• | the present value of the Remaining Scheduled Payments (as defined below) on the notes being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate (as defined below), plus 15 basis points (0.15%) for the 2008 notes or 20 basis points (0.20%) for the 2012 notes. |
S-12
Table of Contents
• | we make effective a provision under which the notes are secured equally and ratably with any and all borrowed money that we secure; or | ||
• | the aggregate amount of all of our and our subsidiaries’ secured borrowings, together with all attributable debt (as defined in the Indenture) in respect of sale and lease-back transactions existing at that time, with the exception of transactions that are not subject to the limitation described in “Limitation on Sale and Lease-Back Transactions” below, would not exceed 20% of our and our subsidiaries’ consolidated net tangible assets (as defined in the Indenture), as shown on the audited consolidated balance sheet contained in the latest annual report to our stockholders. |
• | any lien existing on our properties or assets or shares of capital stock or other equity interests at the date of the supplements to the Indenture relating to the notes; | ||
• | any lien created by a subsidiary in our favor or in favor of one of our wholly-owned subsidiaries; | ||
• | any lien existing on any property or asset of any corporation or other entity, or on any accession or improvement to that property or asset or any proceeds from that property, asset or improvement, at the time that corporation or other entity becomes a subsidiary or is merged or consolidated with or into us or one of our subsidiaries; | ||
• | any lien on any property or asset existing at the time that property or asset is acquired, or on any accession or improvement to that property or asset or any proceeds from that property, asset or improvement; | ||
• | any lien on any property or asset, or on any accession or improvement to that property or asset or any proceeds from that property, asset or improvement, securing indebtedness we incur or assume for the purpose of financing all or any part of the cost of acquiring or improving that property or asset, if that lien attaches to that property or asset concurrently with or within 180 days after the acquisition or improvement of that property or asset; |
S-13
Table of Contents
• | any lien incurred in connection with pollution control, industrial revenue, municipal utility district or any similar financing; | ||
• | any refinancing, extension, renewal or replacement of any of the liens described above if the principal amount of the indebtedness secured by the lien being refinanced, extended, renewed or replaced is not increased and is not secured by any additional properties or assets; or | ||
• | any lien imposed by law. |
• | our net proceeds or the net proceeds of our subsidiaries from the sale or transfer are equal to or exceed the fair value, as determined by our Board of Directors, Chairman of the Board, Vice Chairman, President or principal financial officer, of the property so leased; | ||
• | we or any of our subsidiaries would be entitled to incur indebtedness secured by a lien on the property to be leased as described in “Limitation on Liens” above; | ||
• | we, within 180 days of the effective date of any sale and lease-back transaction, apply an amount equal to the fair value of the property so leased to the retirement of our funded indebtedness (as defined in our Indenture); | ||
• | the sale and lease-back transaction relates to a sale which occurs within 180 days from the date of acquisition of that property by us or any of our subsidiaries or the date of the completion of construction or commencement of full operations on that property, whichever is later; or | ||
• | the transaction was consummated prior to the date of the Indenture. |
• | we deposit with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of such series of notes; and | ||
• | we deliver to the Trustee an opinion of counsel stating that the federal income tax obligations of the holders of such series of notes will not change as a result of our performing the action described above. |
S-14
Table of Contents
S-15
Table of Contents
S-16
Table of Contents
• | we will make all payments of principal and interest on the notes in immediately available funds; and | ||
• | the notes will trade in DTC’s Same-Day Funds Settlement System until maturity. |
S-17
Table of Contents
Principal Amount | Principal Amount | |||||||
Underwriter | of 2008 Notes | of 2012 Notes | ||||||
Citigroup Global Markets Inc. | $ | 60,000,000 | $ | 140,000,000 | ||||
J.P. Morgan Securities Inc. | 60,000,000 | 140,000,000 | ||||||
Banc of America Securities LLC | 7,500,000 | 17,500,000 | ||||||
BNP Paribas Securities Corp. | 7,500,000 | 17,500,000 | ||||||
Calyon Securities (USA) Inc. | 7,500,000 | 17,500,000 | ||||||
Greenwich Capital Markets, Inc. | 7,500,000 | 17,500,000 | ||||||
Total | $ | 150,000,000 | $ | 350,000,000 | ||||
Paid by Centex | ||||
Per 2008 note | 0.400 | % | ||
Per 2012 note | 0.625 | % |
S-18
Table of Contents
S-19
Table of Contents
Subordinated Debt Securities
Common Stock
Preferred Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units
• | Senior Debt Securities | ||
• | Subordinated Debt Securities | ||
• | Common Stock | ||
• | Preferred Stock | ||
• | Warrants | ||
• | Stock Purchase Contracts | ||
• | Stock Purchase Units |
Table of Contents
Page | ||||
ABOUT THIS PROSPECTUS | 3 | |||
CENTEX | 3 | |||
Home Building | 3 | |||
Financial Services | 3 | |||
Construction Services | 3 | |||
Other | 4 | |||
Discontinued Operations and Organizational Changes | 4 | |||
WHERE YOU CAN FIND MORE INFORMATION | 4 | |||
A WARNING ABOUT FORWARD-LOOKING STATEMENTS | 5 | |||
USE OF PROCEEDS | 6 | |||
RATIO OF EARNINGS TO FIXED CHARGES | 6 | |||
DESCRIPTION OF DEBT SECURITIES | 7 | |||
General Information About the Debt Securities | 8 | |||
Covenants Included in the Indentures | 9 | |||
Payment of Principal, Interest and Premium; Transfer of Securities | 9 | |||
Specific Characteristics of Our Debt Securities | 9 | |||
Global Certificates | 10 | |||
Events of Default | 11 | |||
Defeasance of Debt Securities | 12 | |||
Consolidation, Merger or Sale of Centex | 13 | |||
Modification of the Indentures | 13 | |||
Certificates and Opinions to be Furnished to Trustee | 13 | |||
Report to Holders of Debt Securities | 13 | |||
The Trustee | 13 | |||
Ratings of Our Debt Securities by Rating Agencies | 14 | |||
Method for Calling Meetings of the Holders of Debt | 14 | |||
Governing Law | 14 | |||
Notices to Holders of Debt Securities | 14 | |||
DESCRIPTION OF CAPITAL STOCK | 15 | |||
Common Stock | 15 | |||
Preferred Stock | 15 | |||
Anti-Takeover Provisions | 16 | |||
Transfer Agent and Registrar | 18 | |||
Stockholder Rights Plan | 18 | |||
DESCRIPTION OF WARRANTS | 18 | |||
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS | 19 | |||
PLAN OF DISTRIBUTION | 19 | |||
Sale through Underwriters or Dealers | 20 | |||
Direct Sales and Sales through Agents | 21 | |||
Delayed Delivery Contracts | 21 | |||
General Information | 21 | |||
LEGAL OPINIONS | 21 | |||
EXPERTS | 21 |
2
Table of Contents
• | Home Building | ||
• | Financial Services | ||
• | Construction Services |
3
Table of Contents
• | our Annual Report on Form 10-K for the year ended March 31, 2004; | ||
• | our Current Reports on Form 8-K dated April 20, 2004, May 5, 2004 and May 18, 2004; | ||
• | the description of our common stock, $0.25 par value per share, contained in our Registration Statement on Form 8-A dated October 28, 1971 and Form 8 dated November 11, 1971, as such forms may be amended to update such description; and |
4
Table of Contents
• | the description of our preferred stock purchase rights contained in our Registration Statement on Form 8-A dated October 8, 1996, as amended by Forms 8-A/A filed on February 22, 1999 and May 2, 2002, as such forms may be amended to update such description. |
• | general economic conditions, including levels of unemployment, consumer confidence and income and availability of financing; | ||
• | increases in interest rates, which could adversely affect housing demand and refinancing activity; | ||
• | the cyclical and seasonal nature of our businesses; | ||
• | adverse weather conditions; | ||
• | changes in property taxes and energy costs; | ||
• | changes in federal income tax laws and federal mortgage financing programs; |
5
Table of Contents
• | governmental regulation, including zoning, construction, environmental, health and mortgage financing rules and regulations; | ||
• | changes in governmental and public policy; | ||
• | changes in economic conditions specific to any one or more of our markets and businesses; | ||
• | increases in competition which could reduce sales or profit margins; | ||
• | fluctuations in lumber prices and supply as well as in the availability of labor and other materials, including insulation, drywall, concrete, carpenters, electricians and plumbers; | ||
• | unexpected operations difficulties; and | ||
• | fluctuations in the value of the U.S. dollar as compared to the British pound sterling. |
• | repayments or refinancing of debt; | ||
• | working capital; | ||
• | capital expenditures; | ||
• | acquisitions; and | ||
• | repurchases or redemption of securities. |
Fiscal Years Ended March 31,(1) | ||||||||||||||||||||
2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
Total enterprise | 3.87x | 3.16x | 2.94x | 2.96x | 3.21x | |||||||||||||||
Total enterprise (with Financial Services operations reflected on the equity method) | 6.46x | 4.88x | 4.61x | 4.63x | 4.83x |
(1) | The ratios presented in this table have been adjusted to reflect our construction products operations (which were spun off in January 2004) and our manufactured housing operations (which were spun off in June 2003) as discontinued operations. |
• | interest expense and amortization of debt discount; | ||
• | interest capitalized during the period; and |
6
Table of Contents
• | an interest factor attributable to rentals. |
• | earnings from continuing operations before income taxes, cumulative effect of a change in accounting principle and minority interests in the income of consolidated subsidiaries, and adjusted for undistributed income and loss from equity investments; | ||
• | fixed charges as defined above, but excluding capitalized interest; and | ||
• | amortization of capitalized interest. |
• | the Financial Services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries; | ||
• | the Financial Services subsidiaries have structured their financing programs substantially on a stand-alone basis; and | ||
• | Centex Corporation has limited obligations with respect to the indebtedness of our Financial Services subsidiaries. |
7
Table of Contents
• | the title, type and amount of the debt securities; | ||
• | whether the debt securities are senior or subordinated debt securities; | ||
• | the total principal amount and priority of the debt securities; | ||
• | the percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated; | ||
• | the dates on which the principal of the debt securities will be payable; | ||
• | the interest rate which the debt securities will bear and the interest payment dates for the debt securities; | ||
• | any optional or mandatory redemption provisions; | ||
• | any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities; | ||
• | any index used to determine the amount of payments of principal of and any premium, if any, and interest on the debt securities and the manner in which the amounts will be determined; | ||
• | the terms of any right to convert or exchange debt securities into or for shares of our common stock or other securities or property; | ||
• | any provisions granting special rights to holders when a specified event occurs; | ||
• | any changes to or additional events of default or covenants; | ||
• | any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; and |
8
Table of Contents
• | any other terms of the debt securities. |
• | pay the principal, interest and any premium on the debt securities when due; | ||
• | maintain a place of payment; | ||
• | deliver a report to the trustee at the end of each fiscal year reviewing our obligations under the indentures; and | ||
• | deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium. |
9
Table of Contents
• | if we fail to pay the principal, interest, any premium or any other amounts on any senior debt when due; or | ||
• | if there is any default relating to certain senior debt beyond the period of grace, unless and until the default on the senior debt is cured or waived. |
10
Table of Contents
• | failure to pay the principal or any premium on any debt security when due; | ||
• | failure to deposit any sinking fund payment when due; | ||
• | failure to pay when due interest on any debt security for 30 days; | ||
• | failure to perform any other covenant in the indenture that continues for 60 days after being given written notice; | ||
• | certain events in bankruptcy, insolvency or reorganization of Centex; and | ||
• | any other event of default included in any indenture or supplemental indenture. |
11
Table of Contents
• | the holder has given written notice of default to the trustee; | ||
• | the holders of not less than 25% of the aggregate principal amount of debt securities of a particular series shall have made a written request to the trustee to bring the claim and furnished the trustee reasonable indemnification as it may require; | ||
• | the trustee has not commenced an action within 60 days of receipt of that notice and indemnification; and | ||
• | no direction inconsistent with the request has been given to the trustee by the holders of not less than a majority of the aggregate principal amount of the debt securities of the series then outstanding. Subject to applicable law and any applicable subordination provisions, the holders of debt securities may enforce payment of the principal of or premium, if any, or interest on their debt securities. No holder of debt securities of a particular series has the right to prejudice the rights or obtain priority or preference over the rights of any other holder of debt securities of that series. |
12
Table of Contents
13
Table of Contents
14
Table of Contents
• | 300,000,000 shares of common stock, par value $.25 per share; and | ||
• | 5,000,000 shares of preferred stock issuable in series. |
• | the title of the preferred stock; | ||
• | the maximum number of shares of the series; |
15
Table of Contents
• | the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative; | ||
• | any liquidation preference; | ||
• | any redemption provisions; | ||
• | any sinking fund or other provisions that would obligate us to redeem or purchase the preferred stock; | ||
• | any terms for the conversion or exchange of the preferred stock for other securities of us or any other entity; | ||
• | any voting rights; and | ||
• | any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares. |
• | for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or |
16
Table of Contents
• | for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. |
• | the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or | ||
• | an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the corporation. |
17
Table of Contents
• | special meetings of stockholders may only be called by the chairman of the board of our board of directors or a majority of our board of directors; | ||
• | stockholders may act only at an annual or special meeting and not by written consent; | ||
• | a 66 2/3% vote of the outstanding voting stock is required for the stockholders to amend our by-laws; and | ||
• | a 66 2/3% vote of the outstanding voting stock is required for the stockholders to amend our articles of incorporation. |
• | the title of the warrants; | ||
• | the aggregate number of warrants offered; |
18
Table of Contents
• | the designation, number and terms of the debt securities, common stock, preferred stock or other securities purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted; | ||
• | the exercise price of the warrants; | ||
• | the dates or periods during which the warrants are exercisable; | ||
• | the designation and terms of any securities with which the warrants are issued; | ||
• | if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable; | ||
• | if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated; | ||
• | any minimum or maximum amount of warrants that may be exercised at any one time; | ||
• | any terms relating to the modification of the warrants; and | ||
• | any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants. |
CONTRACTS AND STOCK PURCHASE UNITS
• | the terms of the offering; | ||
• | the names of any underwriters or agents; |
19
Table of Contents
• | the name or names of any managing underwriter or underwriters; | ||
• | the purchase price of the securities from us; | ||
• | the net proceeds to us from the sale of the securities; | ||
• | any delayed delivery arrangements; | ||
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; | ||
• | any initial public offering price; | ||
• | any discounts or concessions allowed or reallowed or paid to dealers; | ||
• | any commissions paid to agents; and | ||
• | any securities exchange or market on which the securities may be listed. |
20
Table of Contents
21