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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): February 1, 2001
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 STREET, 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. 333-49966), filed with the Securities and
Exchange Commission (the "Commission") on November 15, 2000 and declared
effective by telephonic confirmation from the Staff of the Commission thereby on
December 7, 2000 (the "Registration Statement"), pursuant to which the
Registrant registered $1,100,000,000 aggregate initial offering price of its
securities, for offer and sale in accordance with applicable provisions of the
Securities Act of 1933, as amended.
On February 1, 2001, the Registrant entered into an
Underwriting Agreement (the "Underwriting Agreement") with Salomon Smith Barney
Inc., Banc of America Securities LLC and UBS Warburg LLC (collectively, the
"Underwriters"), in connection with the public offering by the Underwriters of
$250,000,000 aggregate principal amount of the Registrant's 7.875% Senior Notes
due 2011 (the "Notes"), covered by the Registration Statement. The Underwriting
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 "Indenture"), with The Chase Manhattan Bank
(successor to Chase Bank of Texas, National Association), as trustee (the
"Trustee"), with respect to the Registrant's senior debt securities. A copy of
the 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 Indenture, the Registrant and the Trustee will
enter into an Indenture Supplement No. 6 (the "Indenture Supplement") which will
provide for the issuance of the Notes. A copy of the Form of Indenture
Supplement is filed herewith as Exhibit 4.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
1.1 Underwriting Agreement, dated February 1, 2001, between Centex
Corporation and Salomon Smith Barney Inc., Banc of America
Securities LLC and UBS Warburg LLC.
4.1 Indenture dated October 1, 1998 between Centex Corporation and
The Chase Manhattan Bank (successor to 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. 6 with respect to the Notes, to be
entered into by Centex Corporation and The Chase Manhattan
Bank.
5.1 Opinion of Raymond G. Smerge, Esq.
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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/ LAWRENCE ANGELILLI
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Name: Lawrence Angelilli
Title: Senior Vice President Finance
Date: February 6, 2001.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement, dated February 1, 2001, between Centex
Corporation and Salomon Smith Barney Inc., Banc of America
Securities LLC and UBS Warburg LLC.
4.1 Indenture dated October 1, 1998 between Centex Corporation and
The Chase Manhattan Bank (successor to 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. 6 dated as of February 6, 2001 with
respect to the Senior Debt Securities, between Centex
Corporation and The Chase Manhattan Bank.
5.1 Opinion of Raymond G. Smerge, Esq.