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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: October 21, 1998
(Date of earliest event reported)
CENTEX CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 1-6776 75-0778259
(State of Incorporation) (Commission File No.) (I.R.S. Employer
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
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Item 5. Other Events.
Reference is hereby made to the Registrant's Registration Statements on
Form S-3 (File Nos. 33-61223 and 333-65217), filed with the Securities and
Exchange Commission (the "Commission") on July 21, 1995 and October 1, 1998,
respectively, and declared effective thereby on August 3, 1995 and October 8,
1998, respectively (collectively, the "Registration Statements"), pursuant to
which the Registrant registered $200,000,000 aggregate principal amount of its
Debt Securities, for various series (the "Securities"), for offer and sale in
accordance with applicable provisions of the Securities Act of 1933, as amended.
On October 21, 1998, the Registrant entered into a Distribution
Agreement (the "Distribution Agreement") with First Chicago Capital Markets,
Inc. ("First Chicago"), Credit Suisse First Boston Corporation ("CSFB"), Morgan
Stanley & Co. Incorporated, NationsBanc Montgomery Securities LLC and Warburg
Dillon Read LLC (collectively, the "Agents"), in connection with the proposed
public offering by the Agents of fixed and floating rate Medium-Term Notes,
Series A, covered by the Registration Statements. The Distribution Agreement in
the form in which it was executed is filed herewith as Exhibit 1.1.
In connection with the execution of the Distribution Agreement, the
Registrant entered into an Indenture dated as of October 1, 1998, with Chase
Bank of Texas, National Association, as trustee ("Trustee"), with respect to the
Securities. A copy of the Indenture in the form in which it was executed is
filed herewith as Exhibit 4.1.
Pursuant to the Indenture, the Registrant and the Trustee entered into
an Indenture Supplement No. 1 dated as of October 1, 1998 (the "Indenture
Supplement"), providing for the issuance of the Series A Notes (as defined
below). A copy of the Indenture Supplement in the form in which it was executed
is filed herewith as Exhibit 4.2.
Pursuant to the Distribution Agreement, on October 21, 1998, the
Registrant agreed to sell $15,000,000 aggregate principal amount of the
Registrant's 6.40% Medium-Term Notes, Series A, due October 25, 2002, which bear
interest at a fixed rate (the "Fixed Rate Notes"). The Fixed Rate Notes, which
were placed by First Chicago as Agent, were issued on October 26, 1998. The net
proceeds to the Registrant from the sale of the Fixed Rate Notes were
$14,932,500.
Also pursuant to the Distribution Agreement, on October 23, 1998, the
Registrant agreed to sell $50,000,000 aggregate principal amount of the
Registrant's Medium-Term Notes, Series A, due April 28, 2000, which bear
interest at a floating rate based on the London Interbank Offered Rate (the
"Floating Rate Notes," and collectively with the Fixed Rate Notes, the "Series A
Notes"). The Floating Rate Notes, which were placed by CSFB as Agent, were
issued on October 28, 1998. The net proceeds to the Registrant from the sale of
the Floating Rate Notes were $49,825,000.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
1.1 Distribution Agreement dated October 21, 1998 between Centex
Corporation and First Chicago Capital Markets, Inc., Credit
Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, NationsBanc Montgomery Securities LLC and
Warburg Dillon Read LLC
4.1 Indenture dated as of October 1, 1998 between Centex
Corporation and Chase Bank of Texas, National Association
4.2 Indenture Supplement No. 1 dated as of October 1, 1998 with
respect to the Series A Notes, between Centex Corporation and
Chase Bank of Texas, National Association
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 thereunto duly authorized.
CENTEX CORPORATION
October 30, 1998 By: /s/ Raymond G. Smerge
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Raymond G. Smerge
Executive Vice President, Chief
Legal Officer and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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1.1 Distribution Agreement dated October 21, 1998 between Centex
Corporation and First Chicago Capital Markets, Inc., Credit
Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, NationsBanc Montgomery Securities LLC and Warburg
Dillon Read LLC
4.1 Indenture dated as of October 1, 1998 between Centex Corporation
and Chase Bank of Texas, National Association
4.2 Indenture Supplement No. 1 dated as of October 1, 1998 with
respect to the Series A Notes, between Centex Corporation and
Chase Bank of Texas, National Association
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