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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): JANUARY 27, 2000
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 1-6776 75-0778259
(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
NOT APPLICABLE
(Former name or former address, if changed from last report)
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ITEM 5. OTHER EVENTS.
Reference is hereby made to the Registrant's Registration
Statement on Form S-3 (File No. 333-94221), filed with the Securities and
Exchange Commission (the "Commission") on January 7, 2000 and declared effective
thereby on January 24, 2000 (the "Registration Statement"), pursuant to which
the Registrant registered $750,000,000 aggregate principal amount of its senior
and subordinated debt securities, various series, for offer and sale in
accordance with applicable provisions of the Securities Act of 1933, as amended.
On January 27, 2000, the Registrant commenced its $400,000,000
Medium-Term Note Program, to allow the Registrant to offer $400,000,000
aggregate principal amount of Senior Medium-Term Notes, Series C (the "Senior
Debt Securities") and/or Subordinated Medium-Term Notes, Series C (the
"Subordinated Debt Securities"), covered by the Registration Statement.
On January 27, 2000, the Registrant entered into a
Distribution Agreement (the "Distribution Agreement") with Banc One Capital
Markets, Inc., Banc of America Securities LLC, Chase Securities Inc., Credit
Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated and Warburg
Dillon Read LLC (collectively, the "Agents"), in connection with the proposed
public offering by the Agents of $400,000,000 aggregate principal amount of
Senior Debt Securities and/or Subordinated Debt Securities, covered by the
Registration Statement. The Distribution Agreement in the form in which it was
executed is filed herewith as Exhibit 1.1.
The Registrant has previously entered into an Indenture, dated
as of October 1, 1998 (the "Senior Indenture"), with Chase Bank of Texas,
National Association, as trustee (the "Trustee"), with respect to the
Registrant's senior debt securities. A copy of the Senior Indenture in the form
in which it was executed was filed as Exhibit 4.1 to the Registrant's Form 8-K
(Date of Event: October 21, 1998) filed October 30, 1998, and is incorporated
herein by reference.
Pursuant to the Senior Indenture, the Registrant and the
Trustee entered into an Indenture Supplement No. 3, dated as of January 27, 2000
(the "Senior Indenture Supplement"), providing for the issuance of the Senior
Debt Securities. A copy of the Senior Indenture Supplement in the form in which
it was executed is filed herewith as Exhibit 4.2.
The Registrant has previously entered into an Indenture, dated
March 12, 1987 (the "Subordinated Indenture"), with the Trustee, formerly Texas
Commerce Bank National Association, with respect to the Registrant's
subordinated debt securities. A copy
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of the Subordinated Indenture in the form in which it was executed was filed as
Exhibit 4.5 to Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-72893), filed with the Commission on May 14, 1999, and is
incorporated herein by reference.
Pursuant to the Subordinated Indenture, the Registrant and the
Trustee entered into an Indenture Supplement No. 6, dated as of January 27, 2000
(the "Subordinated Indenture Supplement"), providing for the issuance of the
Subordinated Debt Securities. A copy of the Subordinated Indenture Supplement in
the form in which it was executed is filed herewith as Exhibit 4.4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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1.1 Distribution Agreement dated January 27, 2000, between Centex
Corporation and Banc One Capital Markets, Inc., Banc of
America Securities LLC, Chase Securities Inc., Credit Suisse
First Boston Corporation, Morgan Stanley & Co. Incorporated
and Warburg Dillon Read LLC.
4.1 Indenture dated October 1, 1998 between Centex Corporation and
Chase Bank of Texas, National Association (filed as Exhibit
4.1 to the Registrant's Form 8-K dated October 21, 1998 and
incorporated herein by reference).
4.2 Indenture Supplement No. 3 dated as of January 27, 2000 with
respect to the Senior Debt Securities, between Centex
Corporation and Chase Bank of Texas, National Association.
4.3 Indenture dated March 12, 1987 between Centex Corporation and
Chase Bank of Texas, National Association (formerly, Texas
Commerce Bank National Association) (filed as Exhibit 4.5 to
Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-72893), filed with the Commission on
May 14, 1999, and incorporated herein by reference).
4.4 Indenture Supplement No. 6 dated as of January 27, 2000 with
respect to the Subordinated Debt Securities, between Centex
Corporation and Chase Bank of Texas, National Association
(formerly, Texas Commerce Bank National Association).
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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 CORPORATION
By: /s/ Raymond G. Smerge
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Name: Raymond G. Smerge
Title: Executive Vice President,
Chief Legal Officer and Secretary
Date: January 28, 2000.
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Distribution Agreement dated January 27, 2000, between Centex
Corporation and Banc One Capital Markets, Inc., Banc of
America Securities LLC, Chase Securities Inc., Credit Suisse
First Boston Corporation, Morgan Stanley & Co. Incorporated
and Warburg Dillon Read LLC.
4.1 Indenture dated October 1, 1998 between Centex Corporation and
Chase Bank of Texas, National Association (filed as Exhibit
4.1 to the Registrant's Form 8-K dated October 21, 1998 and
incorporated herein by reference).
4.2 Indenture Supplement No. 3 dated as of January 27, 2000 with
respect to the Senior Debt Securities, between Centex
Corporation and Chase Bank of Texas, National Association.
4.3 Indenture dated March 12, 1987 between Centex Corporation and
Chase Bank of Texas, National Association (formerly, Texas
Commerce Bank National Association) (filed as Exhibit 4.5 to
Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-72893), filed with the Commission on
May 14, 1999, and incorporated herein by reference).
4.4 Indenture Supplement No. 6 dated as of January 27, 2000 with
respect to the Subordinated Debt Securities, between Centex
Corporation and Chase Bank of Texas, National Association
(formerly, Texas Commerce Bank National Association).