1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999
Registration Nos. 333-28229; 333-28229-01; 333-28229-02 and 2-95271
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
REGISTRATION NOS. 333-28229; 333-28229-01; 333-28229-02
AND
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
REGISTRATION NO. 2-95271
UNDER
THE SECURITIES ACT OF 1933
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3333 HOLDING CORPORATION AND
CENTEX CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.(1)
(Exact name of registrant as specified in its charter) (Exact name of registrants as specified in their charters)
NEVADA NEVADA AND DELAWARE, RESPECTIVELY
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-0778259 75-2178860 and 75-2168471, RESPECTIVELY
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
2728 NORTH HARWOOD 3100 MCKINNON, SUITE 370
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code) (Address of principal executive offices including zip code)
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CENTEX CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN
CENTEX CORPORATION STOCK OPTION PLAN
(Full title of the plan)
RAYMOND G. SMERGE
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
2728 NORTH HARWOOD
DALLAS, TEXAS 75201
(Name and address of agent for service)
(214) 981-5000
(Telephone number, including area code, of agent for service)
(1) On November 30, 1987, Centex Corporation distributed 1,000 shares of common
stock of 3333 Holding Corporation and 900 warrants to purchase Class B Units of
limited partnership interest in Centex Development Company, L.P. to its
stockholders as a dividend. The 3333 Holding Corporation Common Stock and the
Centex Development Company Warrants were distributed to a nominee, who holds the
3333 Holding Corporation Common Stock and the Centex Development Company
Warrants for the benefit of the Centex Corporation stockholders. The 3333
Holding Corporation Common Stock and the Centex Development Company Warrants
currently trade only in tandem with the Centex Corporation Common Stock. Each
Centex Corporation stockholder's beneficial interest in the 3333 Holding
Corporation Common Stock and the Centex Development Company Warrants may be
determined by multiplying the percentage of the stockholder's ownership of
Centex Corporation Common Stock by the number of shares of 3333 Holding
Corporation Common Stock and by the number of Centex Development Company
Warrants held by the nominee. For ease of reference, the Centex Corporation
Common Stock, the 3333 Holding Corporation Common Stock and the Centex
Development Company Warrants are collectively referred to as the "Offered
Securities", and Centex Corporation, 3333 Holding Corporation and Centex
Development Company, L.P. are collectively referred to as the "Companies".
EXPLANATORY NOTE
This Amendment No. 1 is being filed to (a) register the reoffer and
resale of the Offered Securities by affiliates of the Companies who have or may
acquire Offered Securities upon the exercise of stock options pursuant to the
Centex Corporation Amended and Restated 1987 Stock Option Plan or the Centex
Corporation Stock Option Plan, (b) add 3333 Holding Corporation and Centex
Development Company, L.P. as registrants under Registration Statement No.
2-95271 relating to the Centex Corporation Stock Option Plan to reflect the
dividend and beneficial interests described above, (c) add the 3333 Holding
Corporation Common Stock and the Centex Development Company Warrants as
registered securities under Registration Statement No. 2-95271 and (d) add
information relative to 3333 Holding Corporation (and the 3333 Holding
Corporation Common Stock) and Centex Development Company, L.P. (and the Centex
Development Company Warrants) to Registration Statement No. 2-95271.
2
PROSPECTUS - RESALE
2,806,783 Shares of Centex Corporation Common Stock and
Corresponding Beneficial Interests in 3333 Holding Corporation
Common Stock and Centex Development Company Warrants
3333 HOLDING CORPORATION
CENTEX CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
2728 NORTH HARWOOD 3100 MCKINNON, SUITE 370
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
=================================
EXPLANATORY NOTE
On November 30, 1987, Centex Corporation distributed 1,000 shares of
common stock of 3333 Holding Corporation and 900 warrants to purchase Class B
Units of limited partnership interest in Centex Development Company, L.P. to its
stockholders as a dividend. The 3333 Holding Corporation Common Stock and the
Centex Development Company Warrants were distributed to a nominee, who holds the
3333 Holding Corporation Common Stock and the Centex Development Company
Warrants for the benefit of the Centex Corporation stockholders. The 3333
Holding Corporation Common Stock and the Centex Development Company Warrants
currently trade only in tandem with the Centex Corporation Common Stock. Each
Centex Corporation stockholder's beneficial interest in the 3333 Holding
Corporation Common Stock and the Centex Development Company Warrants may be
determined by multiplying the percentage of the stockholder's ownership of
Centex Corporation by the number of shares of 3333 Holding Corporation Common
Stock and by the number of Centex Development Company Warrants held by the
nominee. For ease of reference, the Centex Corporation Common Stock, the 3333
Holding Corporation Common Stock and the Centex Development Company Warrants are
collectively referred to as the "Offered Securities", and Centex Corporation,
3333 Holding Corporation and Centex Development Company, L.P. are collectively
referred to as the "Companies".
=================================
The Selling Stockholders listed on page P-4 and page P-5 of this
Prospectus are offering up to 2,806,783 shares of Centex Corporation Common
Stock (and corresponding beneficial interests in the 3333 Holding Corporation
Common Stock and the Centex Development Company Warrants as described above)
which have been or may be acquired by the Selling Stockholders upon the exercise
of options granted pursuant to the Centex Corporation Amended and Restated 1987
Stock Option Plan or the Centex Corporation Stock Option Plan (collectively, the
"Plans"). None of the Companies will receive any of the proceeds from the sale
of the Offered Securities.
The Centex Corporation Common Stock (and corresponding beneficial
interests in the 3333 Holding Corporation Common Stock and the Centex
Development Company Warrants as described above) are listed on the New York
Stock Exchange (the "NYSE") under the symbol "CTX". On February 25, 1999, the
closing sales price of the Centex Corporation Common Stock (and corresponding
beneficial interests in the 3333 Holding Corporation Common Stock and the Centex
Development Company Warrants as described above) as reported on the NYSE was
$36.125 per share.
=================================
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
=================================
The date of this Prospectus is February 26, 1999.
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TABLE OF CONTENTS
PAGE
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ABOUT THIS PROSPECTUS.....................................................................P - 2
WHERE YOU CAN FIND MORE INFORMATION.......................................................P - 2
PLAN OF DISTRIBUTION......................................................................P - 3
USE OF PROCEEDS...........................................................................P - 3
SELLING STOCKHOLDERS......................................................................P - 3
EXPERTS .................................................................................P - 5
ABOUT THIS PROSPECTUS
This Prospectus is part of several registration statements on Form S-8
(File Nos. 333-28229, 333-28229-01, 333-28229-02 and 2-95271), each as amended
by Post-Effective Amendment No. 1 thereto (the "Registration Statements"), which
the Companies have filed with the Securities and Exchange Commission (the
"SEC"). This Prospectus is a part of the Registration Statements and does not
contain all the information set forth in the Registration Statements, certain
parts of which have been omitted as permitted by the rules and regulations of
the SEC. This Prospectus does not contain all of the information you should
review before purchasing Offered Securities. You should obtain and read the
information contained in the Registration Statements and in the materials
referred to below under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Centex Corporation and 3333 Holding Corporation file annual, quarterly
and special reports, proxy statements and other information with the SEC. Centex
Development Company, L.P. files annual, quarterly and special reports and other
information with the SEC. You may read and copy any document filed by the
Companies at the SEC's public reference rooms at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048.
Our SEC filings are also available to the public over the Internet at the SEC's
web site at http:www/sec/gov. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this Prospectus. We incorporate
by reference the documents listed below (including any amendment or report filed
for the purpose of updating such information) and future filings made with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934:
o Joint Annual Report on Form 10-K of the Companies for the fiscal year
ended March 31, 1998;
o Joint Quarterly Report on Form 10-Q of the Companies for the quarter
ended June 30, 1998;
o Joint Quarterly Report on Form 10-Q of the Companies for the quarter
ended September 30, 1998;
o Joint Quarterly Report on Form 10-Q of the Companies for the quarter
ended December 31, 1998;
o Current Report on Form 8-K of Centex Corporation dated October 30,
1998.
o Current Report on Form 8-K of Centex Corporation dated December 9,
1998.
o Description of the Centex Corporation Common Stock contained in the
Registration Statement of Centex Corporation on Form 8-A dated October
28, 1971 and Form 8 dated November 11, 1971;
o Description of the 3333 Holding Corporation Common Stock contained in
the Registration Statement of 3333 Holding Corporation on Form 10 dated
July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8
dated November 12, 1987 and Form 8 dated November 23, 1987;
o Description of the Centex Development Company Warrants contained in the
Registration Statement of Centex Development Company, L.P. on Form 10
dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form
8 dated November 12, 1987 and Form 8 dated November 30, 1987; and
o Description of the Centex Corporation Preferred Stock Purchase Rights
contained in the Registration Statement of Centex Corporation on Form
8-A dated October 8, 1996.
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You may request a copy of these filings at no cost, by writing or
telephoning us at the following addresses:
Corporate Secretary Corporate Secretary
Centex Corporation 3333 Holding Corporation
2728 North Harwood Centex Development Company, L.P.
Dallas, Texas 75201 3100 McKinnon, Suite 370
214-981-5000 Dallas, Texas 75201
214-981-6770
You should rely only on the information incorporated by
reference or provided in this Prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this Prospectus is accurate as of any date other than
the date on the front page of this Prospectus.
PLAN OF DISTRIBUTION
The Companies are registering the Offered Securities on behalf of the
Selling Stockholders. As used herein, "Selling Stockholders" includes donees and
pledgees selling Offered Securities received from a named Selling Stockholder
after the date of this prospectus. All costs, expenses and fees in connection
with the registration of the Offered Securities will be borne by Centex
Corporation. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of the Offered Securities will be borne by the Selling
Stockholders. Sales of Offered Securities may be effected by Selling
Stockholders from time to time in one or more types of transactions (which may
include block transactions) on the NYSE, in the over-the-counter market, in
negotiated transactions, through put or call option transactions relating to the
Offered Securities, through short sales of Offered Securities, or a combination
of such methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Stockholders have advised the Companies that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of Offered Securities by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling
Offered Securities directly to purchasers or to or through broker-dealers, which
may act as agents or principals. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of Offered Securities for whom such broker-dealers may act
as agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
The Selling Stockholders and any broker-dealers that act in connection
with the sale of Offered Securities might be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act and any commissions received
by such broker-dealers and any profit on the resale of the Offered Securities
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. The Companies have agreed to
indemnify each Selling Stockholder against certain liabilities, which may
include liabilities arising under the Securities Act under certain
circumstances. The Selling Stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of the
Offered Securities against certain liabilities, including liabilities arising
under the Securities Act.
Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to the prospectus delivery requirements of the Securities Act,
which may include delivery through the facilities of the NYSE pursuant to Rule
153 under the Securities Act. The Companies have informed the Selling
Stockholders that the anti-manipulative provisions of Regulation M promulgated
under the Exchange Act may apply to their sales in the market.
Selling Stockholders also may resell all or a portion of the Offered
Securities in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such rule.
Upon the Companies being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Offered Securities through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this Prospectus will be filed, if required, pursuant to Rule
424(b) under the Act, disclosing, (i) the name of each such Selling Stockholder
and of the participating broker-dealer(s), (ii) the number of Offered Securities
involved, (iii) the price at which such Offered Securities were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
the Prospectus and (vi) other facts material to the transaction. In addition,
upon the Companies being notified by a Selling Stockholder that a donee or
pledgee intends to sell more than 500 shares, a supplement to this Prospectus
will be filed.
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USE OF PROCEEDS
None of the Companies will receive any of the proceeds from the sale of
the Offered Securities by the Selling Stockholders.
SELLING STOCKHOLDERS
The Centex Selling Stockholders are certain officers and directors of
Centex Corporation who may be deemed to be affiliates of Centex Corporation
under the Securities Act. The Holding Selling Stockholder is an officer and
director of 3333 Holding Corporation and 3333 Development Corporation, the
general partner of Centex Development Company, L.P., who may be deemed to be an
affiliate of 3333 Holding Corporation and Centex Development Company, L.P. under
the Securities Act. Under the Securities Act, an "affiliate" of an entity
includes a person who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with
such entity.
Officers and directors of the Companies who (i) in the future acquire
Offered Securities pursuant to the Plans and (ii) may be deemed to be affiliates
of the Companies, may be added to this Prospectus as Selling Stockholders either
by means of a post-effective amendment to the Registration Statements or by use
of a supplement to this Prospectus filed pursuant to Rule 424 under the
Securities Act.
CENTEX SELLING STOCKHOLDERS
The following table sets forth as of February 8, 1999 the name of each
Centex Selling Stockholder and his position with Centex Corporation, (ii) the
number of shares of Centex Corporation Common Stock beneficially owned by each
Centex Selling Stockholder, (iii) the number of shares of Centex Corporation
Common Stock owned or to be owned by each Centex Selling Stockholder upon the
exercise of options granted pursuant to the Plans, (iv) the number of shares of
Centex Corporation Common Stock offered by each Centex Selling Stockholder, and
(v) the number of shares of Centex Corporation Common Stock each Centex Selling
Stockholder will own upon completion of this offering.
Number of Shares of Centex Corporation Common Stock(1)
-------------------------------------------------------------------------
Owned or To
Be Owned To Be
Name of Selling Upon Owned Upon
Stockholder and Position Exercise Offered Completion of
with Centex Corporation Owned(2) of Options(3) Hereby Offering(4)(5)
- ----------------------- -------- ------------- -------- ---------------
Alan B. Coleman 87,820 111,700 111,700 --
Director
Dan W. Cook III 45,820 69,700 67,700 2,000
Director
Juan L. Elek 43,820 67,700 67,700 --
Director
Timothy R. Eller 182,400 302,400 302,400 --
Executive Vice President
Laurence E. Hirsch
Director, Chairman of the Board 1,206,880(6) 1,421,800(6) 1,021,800 400,000(6)
and Chief Executive Officer
Clint W. Murchison, III 101,042 124,922 74,112 50,810
Director
Charles H. Pistor 46,984 70,864 64,664 6,200
Director
David W. Quinn
Director, Vice Chairman of the 487,140 654,300 653,900 400
Board and Chief Financial Officer
Paul R. Seegers 588,522 612,402 299,174 313,228
Director
Paul T. Stoffel 187,009 210,889 74,633 136,256
Director
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(1) Includes the corresponding beneficial interests in the 3333
Holding Corporation Common Stock and the Centex Development
Company Warrants.
(2) Includes shares the Selling Stockholders may acquire upon the
exercise of stock options which become exercisable within sixty
days following the effective date of this Prospectus.
(3) Includes shares the Selling Stockholders may acquire upon the
exercise of stock options granted pursuant to the Plans.
(4) Assumes all shares offered hereby are sold.
(5) No director or officer will own 1% or more of the Centex
Corporation Common Stock if all shares offered hereby are sold.
(6) Includes 400,000 shares issuable upon conversion of a subordinated
debenture.
HOLDING SELLING STOCKHOLDER
The following table sets forth as of February 8, 1999 the name of the
Holding Selling Stockholder and his position with 3333 Holding Corporation and
3333 Development Corporation, (ii) the number of shares of Centex Corporation
Common Stock beneficially owned by the Holding Selling Stockholder, (iii) the
number of shares of Centex Corporation Common Stock beneficially owned or to be
owned by the Holding Selling Stockholder upon the exercise of options granted
pursuant to the Plans, (iv) the number of shares of Centex Corporation Common
Stock offered by the Holding Selling Stockholder, and (v) the number of shares
of Centex Corporation Common Stock the Holding Selling Stockholder will own upon
completion of this offering.
Number of Shares of Centex Corporation Common Stock(1)
------------------------------------------------------------------
Owned or To
Be To Be Owned
Name of Selling Stockholder and Position Owned Upon Upon
with 3333 Holding Corporation and Exercise Offered Completion
3333 Development Corporation Owned(2) of Options(3) Hereby of Offering(4)(5)
- ----------------------------------------- ------- ------------ -------- -----------------
Richard C. Decker 7,600 69,000 69,000 --
Director, President and Chief Executive Officer
(1) The 3333 Holding Corporation Common Stock and the Centex
Development Company Warrants trade in tandem with the Centex
Corporation Common Stock.
(2) Includes shares the Selling Stockholder may acquire upon the
exercise of stock options which become exercisable within sixty
days following the effective date of this Prospectus.
(3) Includes shares the Selling Stockholder may acquire upon the
exercise of stock options granted pursuant to the Plans.
(4) Assumes all shares offered hereby are sold.
(5) The Selling Stockholder will own less than 1% of the Centex
Corporation Common Stock.
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statements have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and Exchange
Commission (the "SEC") by the Companies, as appropriate, and are incorporated
herein by reference and made a part hereof:
1. Joint Annual Report on Form 10-K of the Companies for the fiscal year ended
March 31, 1998;
2. Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended
June 30, 1998;
3. Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended
September 30, 1998;
4. Joint Quarterly Report on From 10-Q of the Companies for the quarter ended
December 31, 1998;
5. Current Report on Form 8-K of Centex Corporation dated October 30, 1998.
6. Current Report on Form 8-K of Centex Corporation dated December 9, 1998.
7. Description of the Centex Corporation Common Stock, $0.25 par value per
share, contained in the Registration Statement on Form 8-A of Centex
Corporation dated October 28, 1971 and Form 8 dated November 11, 1971;
8. Description of the 3333 Holding Corporation Common Stock, $0.01 par value
per share, contained in the Registration Statement of Form 10 of 3333
Holding Corporation dated July 12, 1987, as amended by Form 8 dated October
14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23,
1987;
9. Description of the Warrants to purchase Class B Units of limited
partnership of Centex Development Company, L.P., contained in Registration
Statement on Form 10 of Centex Development Company, L.P. dated July 12,
1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November
12, 1987 and Form 8 dated November 30, 1987; and
10. Description of the Preferred Stock Purchase Rights contained in the Form
8-A Registration Statement of Centex Corporation dated October 8, 1996.
All documents filed by the Companies pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent
to the effective date hereof and prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statements
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of the Registration
Statements, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Raymond G. Smerge, the Executive Vice President, Chief Legal Officer and
Secretary of Centex Corporation, and the Secretary of 3333 Holding Corporation
and 3333 Development Corporation, has issued an opinion about the legality of
the original issuance of the securities registered under the Registration
Statements and reoffered by the Selling Stockholders. As of February 8, 1999,
Mr. Smerge beneficially owned 72,060 shares of Centex Corporation Common Stock
(as well as the corresponding beneficial interest in the 3333 Holding
Corporation Common Stock and the Centex Development Company Warrants). Arthur
Andersen LLP, independent accountants, audited our financial statement schedules
incorporated by references in the Prospectus and elsewhere in the registration
statements. These documents are incorporated by reference herein in reliance
upon the authority of Arthur Andersen as experts in accounting and auditing in
giving the report.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Centex Corporation, 3333 Holding Corporation and 3333 Development
Corporation, the General Partner of Centex Development Company, L.P., are Nevada
corporations. Pursuant to the provisions of Section 5 of the NGCL, every Nevada
corporation has the authority to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving in such capacity at the request of the
corporation for another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including reasonable attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of the corporation and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
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Under Nevada law, Centex Corporation, 3333 Holding Corporation and 3333
Development Corporation also have authority to indemnify any such person who is
a party or is threatened to be made a party to any threatened, pending or
completed actions or suits brought by or in the right of the corporation, but
only to the extent of expenses including amounts paid in settlement and
attorneys' fees. No indemnification shall be made, however, for any claim, issue
or matter as to which a person has been adjudged by a court to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court determines that in view of all the
circumstances, the person is fairly and reasonably entitled to such expenses as
the court deems proper.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, the NGCL provides that such person must be indemnified by the
corporation against expenses including attorneys' fees actually and reasonably
incurred by him in connection with the defense.
Section 78.751 of the NGCL requires the corporation to obtain a
determination that any discretionary indemnification is proper under the
circumstances. Such a determination may be made by a corporation's stockholders
or disinterested directors, or under certain circumstances, pursuant to an
independent legal opinion. The Articles of Incorporation of Centex Corporation,
3333 Holding Corporation and 3333 Development Corporation provide for
indemnification of their directors and officers to the extent provided by Nevada
law.
In addition, Section 78.037 of the NGCL permits Nevada corporations to
include in their articles of incorporation a provision eliminating the personal
liability of their directors and officers for damages resulting from certain
fiduciary duty breaches. An amendment to the Articles of Incorporation of Centex
Corporation was adopted by its stockholders at the annual meeting thereof held
on July 15, 1987 in order to effect the permitted limitation on liability. The
Articles of Incorporation of 3333 Holding Corporation and 3333 Development
Corporation contain a similar provision limiting the liability of their
directors and officers for such damages, as do the Bylaws of each Centex
Corporation, 3333 Holding Corporation and 3333 Development Corporation.
The Bylaws of the Centex Corporation, 3333 Holding Corporation and 3333
Development Corporation each provide that the corporation shall indemnify its
directors, officers, employees and agents to the fullest extent provided by the
NGCL and such corporation's Articles of Incorporation. In addition, the Bylaws
of each corporation provide for indemnification to the same extent of any
director, officer or employee of the corporation who serves in any fiduciary
capacity with respect to any profit sharing, pension or other type of welfare
plan or trust for the benefit of employees of the corporation or its
subsidiaries.
Centex Corporation has entered into indemnification contracts with its
directors and may enter into similar contracts from time to time with certain
officers of Centex Corporation and its subsidiaries who are not directors of
Centex Corporation. The general effect of the indemnification contracts is to
provide that the indemnitees shall be indemnified to the fullest possible extent
permitted by the law against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in any action or proceeding, including any action by or in the right of
Centex Corporation, by reason of their service in the foregoing capacities. The
indemnification contracts were approved by the stockholders of Centex
Corporation at the annual meeting of stockholders held on July 16, 1986.
The Second Amended and Restated Agreement of Limited Partnership of Centex
Development Company, L.P., as amended (the "Limited Partnership Agreement"),
provides that to the fullest extent permitted by law, Centex Development
Company, L.P. will indemnify the General Partner and its directors, officers,
employees and agents and persons serving on behalf of Centex Development
Company, L.P. in similar capacities with other entities against liabilities,
costs and expenses (including legal fees and expenses) incurred by the General
Partner or such persons in connection with litigation or threatened litigation,
if the General Partner or such persons acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of Centex
Development Company, L.P., and such General Partner's or such other person's
conduct did not constitute gross negligence or willful or wanton misconduct and,
with respect to any criminal proceeding, did not have any reason to believe its
conduct was unlawful. Any indemnification under these provisions will be limited
to the assets of Centex Development Company, L.P.
Pursuant to authority granted by the NGCL and its respective Articles of
Incorporation and Bylaws, each of Centex Corporation, 3333 Holding Corporation
and 3333 Development Corporation, and with respect to Centex Development
Company, L.P., pursuant to the Limited Partnership Agreement, has purchased
directors and officers liability insurance.
The foregoing summaries are necessarily subject to the complete text of the
statute, Articles of Incorporation, Bylaws and agreements referred to above and
are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
The information required by this Item 8 is set forth in the Index to
Exhibits accompanying the Registration Statements.
II - 2
9
ITEM 9. UNDERTAKINGS.
The undersigned Companies hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statements (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statements. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statements or
any material change to such information in the Registration Statements;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Companies pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Companies' annual reports pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statements shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Companies pursuant to the foregoing provisions, or otherwise,
the Companies have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Companies of expenses incurred or paid by a director, officer or controlling
person of any of the Companies in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Companies will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II - 3
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on February
26, 1999.
CENTEX CORPORATION
By: /s/ DAVID W. QUINN
----------------------------------------
David W. Quinn
Vice Chairman of the Board
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
--------- -----
/s/ LAURENCE E. HIRSCH Chairman of the Board, Chief Executive February 26, 1999
- -------------------------------------------------- Officer and Director (Principal
Laurence E. Hirsch Executive Officer)
/s/ DAVID W. QUINN Vice Chairman of the Board, Chief February 26, 1999
- -------------------------------------------------- Financial Officer and Director
David W. Quinn (Principal Financial Officer)
/s/ BARRY G. WILSON Controller (Principal Accounting February 26, 1999
- -------------------------------------------------- Officer)
Barry G. Wilson
By: /s/ LAURENCE E. HIRSCH Majority of the Board of Directors: February 26, 1999
-----------------------------------------------
Laurence E. Hirsch
Individually and as Attorney in Fact*
- --------------
* Pursuant to authority granted by powers of attorney, copies of which are
filed herewith
II - 4
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on February
26, 1999.
3333 HOLDING CORPORATION
By: /s/ RICHARD C. DECKER
-------------------------------------
Richard C. Decker
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
--------- -----
/s/ RICHARD C. DECKER President and Chief Executive Officer February 26, 1999
- -------------------------------------------------- and Director
Richard C. Decker (Principal Executive Officer)
/s/ KIMBERLY A. PINSON Vice President, Treasurer, Controller February 26, 1999
- -------------------------------------------------- and Assistant Secretary
Kimberly A. Pinson (Principal Financial Officer and
Accounting Officer)
Majority of the Board of Directors: February 26, 1999
By: /s/ RICHARD C. DECKER Richard C. Decker, Josiah O. Low, III
---------------------------------------------- and David M. Sherer
Richard C. Decker
Individually and as Attorney in Fact*
- --------------
* Pursuant to authority granted by powers of attorney, copies of which are
filed herewith
II - 5
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on February
26, 1999.
CENTEX DEVELOPMENT COMPANY, L.P.
BY: 3333 DEVELOPMENT CORPORATION,
GENERAL PARTNER
By: /s/ RICHARD C. DECKER
--------------------------------------
Richard C. Decker
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
--------- -----
/s/ RICHARD C. DECKER President and Chief Executive Officer February 26, 1999
- -------------------------------------------------- (Principal Executive Officer) of 3333
Richard C. Decker Development Corporation
/s/ KIMBERLY A. PINSON Vice President, Treasurer, Controller February 26, 1999
- -------------------------------------------------- and Assistant Secretary of 3333
Kimberly A. Pinson Development Corporation
(Principal Financial Officer and
Accounting Officer)
Majority of the Board of Directors of February 26, 1999
By: /s/ RICHARD C. DECKER 3333 Development Corporation
---------------------------------------------- Richard C. Decker, Josiah O. Low, III
Richard C. Decker and David M. Sherer
Individually and as Attorney in Fact*
- --------------
* Pursuant to authority granted by powers of attorney, copies of which are
filed herewith
II - 6
13
INDEX TO EXHIBITS
CENTEX CORPORATION
AND SUBSIDIARIES
EXHIBIT FILED HEREWITH OR
NUMBER Exhibit INCORPORATED BY REFERENCE
------ ------- -------------------------
4.1 Restated Articles of Incorporation of Centex Filed herewith.
Corporation ("Centex").
4.2 By-laws of Centex. Exhibit 3.2 to Annual Report on Form 10-K of Centex
(File No. 1-6776) for fiscal year ended March 31, 1993
("Centex 1993 Form 10-K")
4.3 Specimen Centex Corporation Common Exhibit 4.3 to Form S-8 Registration Statement of
Stock certificate (with tandem trading legend Centex, 3333 Holding Corporation ("Holding") and
and Rights Agreement legend). Centex Development Company, L.P. ("CDC" and,
together with Centex and Holding, the "Companies")
dated June 2, 1997 (File Nos. 333-28229, 333-28229-01,
333-28229-02, respectively) (the "1997 Form S-8").
4.4 Nominee Agreement, dated November 30, Exhibit 4.2 to Centex 1993 Form 10-K.
1987, by and between the Companies and
The Chase Manhattan Bank, as successor
nominee.
4.5 Agreement for Purchase of Warrants, dated Exhibit 4.3 to Centex 1993 Form 10-K.
as of November 30, 1987, by and between
Holding and Centex.
4.6 Rights Agreement, dated as of October 2, Exhibit 1 to Form 8-A Registration Statement of Centex
1996, between Centex and ChaseMellon dated October 8, 1996 (File No. 1-6776).
Shareholder Services, as successor Rights
Agent.
4.7 Centex Corporation Amended and Restated Filed herewith.
1987 Stock Option Plan.
4.8 Centex Corporation Stock Option Plan Exhibit 10.1 to Centex 1993 Form 10-K.
23.1 Consent of Independent Public Accountants. Filed herewith.
24a Powers of Attorney. Filed herewith.
14
INDEX TO EXHIBITS
3333 HOLDING CORPORATION
AND SUBSIDIARY
EXHIBIT FILED HEREWITH OR
NUMBER EXHIBIT INCORPORATED BY REFERENCE
- ------ ------- -------------------------
4.1 Articles of Incorporation of 3333 Holding Corporation Exhibit 3.2a to Amendment No. 1 dated October 14,
("Holding"). 1987 ("Amendment No. 1") to the Registration Statement
of Holding on Form 10 (File No. 1-9624) dated July 12,
1987.).
4.2 By-laws of Holding, as amended. Exhibit 3.2 to Annual Report on Form 10-K of Holding
(File No. 1-9624) for fiscal year ended March 31, 1993
(the "Holding 1993 Form 10-K")).
4.3 Specimen 3333 Holding Corporation Exhibit 4.1 to Amendment No. 1.
Common Stock certificate.
4.4 Specimen Centex Corporation Common Exhibit 4.3 to 1997 S-8.
Stock certificate (with tandem trading legend
and Rights Agreement legend).
4.5 Nominee Agreement, dated as of November Exhibit 4.3 to Holding 1993 Form 10-K.
30, 1987, by and between the Companies
and The Chase Manhattan Bank, as
successor nominee.
4.6 Agreement for Purchase of Warrants, dated Exhibit 4.4 to Holding 1993 Form 10-K.
as of November 30, 1987, by and between
Holding and Centex.
23 Consent of Independent Public Accountants. Exhibit 23 of Centex Exhibits filed herewith.
24b Powers of Attorney. Filed herewith.
15
INDEX TO EXHIBITS
CENTEX DEVELOPMENT COMPANY, L.P.
EXHIBIT FILED HEREWITH OR
NUMBER EXHIBIT INCORPORATED BY REFERENCE
------- ------- -------------------------
4.1 Articles of Incorporation, as amended, of 3333 Exhibit 3.2a to Amendment No. 1 dated October 14,
Development Corporation. 1987 ("CDC Amendment No. 1") to the Registration
Statement of CDC on Form 10 (File No. 1-9625) dated
July 12, 1987 (the "CDC Registration Statement")).
4.2 By-laws of 3333 Development Corporation, as Exhibit 3.2 to Annual Report on Form 10-K of CDC
amended. (File No. 1-9625) for fiscal year ended March 31,
1993 (the "CDC 1993 Form 10-K")).
4.3 Certificates of Limited Partnership of CDC. Exhibit 4.1 to the CDC Registration Statement.
4.4 Second Amended and Restated Agreement of Exhibit 4.4 to Form S-8 Registration Statement of
Limited Partnership of CDC. Centex, 3333 Holding Corporation and Centex
Development Company, L.P. dated June 1, 1998
(File Nos. 333-5717, 333-5717-01 and 333-5717-02,
respectively) ("1998 Form S-8").
4.5 Amendment No. 1 to Second Amended and Filed herewith.
Restated Agreement of Limited Partnership of
CDC.
4.6 Specimen certificate for Class A limited Exhibit 4.3 to the CDC Registration Statement.
partnership units.
4.7 Specimen certificate for Class B limited Exhibit 4.4 to the CDC Registration Statement.
partnership units.
4.8 Specimen certificate for Class C limited Exhibit 4.7 to the 1998 Form S-8.
partnership units.
4.9 Warrant Agreement, dated as of November 30, Exhibit 4.5 to CDC 1993 Form 10-K
1987, by and between CDC and Centex.
4.10 Specimen warrant certificate. Exhibit 4.6 to Amendment No. 3 dated November
24, 1987 to the CDC Registration Statement.
4.11 Specimen Centex Corporation Common Stock Exhibit 4.3 to 1997 S-8.
certificate (with tandem trading legend and
Rights Agreement legend).
4.12 Nominee Agreement, dated as of November 30, Exhibit 4.8 to CDC 1993 Form 10-K.
1987, by and between the Companies and The
Chase Manhattan Bank, as successor nominee.
4.13 Agreement for Purchase of Warrants, dated as Exhibit 4.9 to CDC 1993 Form 10-K.
of November 30, 1987, by and between CDC
and Centex.
4.14 Form of Operating Partnership Agreement. Exhibit 4.9 to the CDC Registration Statement.
23 Consent of Independent Public Accountants. Exhibit 23 of Centex Exhibits filed herewith.
24c Powers of Attorney. Filed herewith.