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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 18, 1999
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 1-6776 75-0778259
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2728 North Harwood Street
Dallas, Texas 75201
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(214) 981-5000
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Item 5. OTHER EVENTS.
On October 2, 1996, the Board of Directors of Centex Corporation, a
Nevada corporation (the "Company"), adopted a new stockholder rights plan to
replace its Rights Agreement dated as September 17, 1986 (as heretofore amended
and supplemented, the "Original Rights Agreement"). The Original Rights
Agreement expired on October 1, 1996. Pursuant to the new rights plan, the
Company's Board of Directors authorized and declared a dividend of one Right (a
"Right") for each outstanding share of Common Stock, par value $0.25 per share,
of the Company (the "Common Shares"). The dividend was paid on October 15, 1996
to the holders of record of the Common Shares at the close of business on that
date. The description and terms of the Rights are set forth in a Rights
Agreement dated October 2, 1996 (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"),
a copy of which was filed as an Exhibit to the Registration Statement on Form
8-A filed with the Securities and Exchange Commission on October 8, 1996.
The Company and the Rights Agent entered into Amendment No. 1 to the
Rights Agreement, dated as of February 18, 1999 ("Amendment No. 1") which
amended the Rights Agreement to eliminate the requirement that "Continuing
Directors" (as defined in the Rights Agreement) approve certain actions.
Amendment No. 1 is filed herewith as Exhibit 4. The foregoing
description of Amendment No. 1 is qualified by reference to such Exhibit.
Certain capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Rights Agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Item Description
4.1 Amendment No. 1 to Rights Agreement
dated as of February 18, 1999,
between Centex Corporation and
ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (filed as
Exhibit 4.2 to the Company's
Registration Statement on Form 8-A/A
(Amendment No. 1) filed on February
22, 1999 and incorporated by
reference herein).
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SIGNATURE
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
Date: February 18, 1999 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 DESCRIPTION
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4.1 Amendment No. 1 to Rights Agreement dated as of February 18,
1999, between Centex Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (filed as Exhibit 4.2 to the
Company's Registration Statement on Form 8-A/A (Amendment No.
1) filed on February 22, 1999 and incorporated herein by
reference).