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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: August 17, 1999
(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 "Series A Registration Statements"),
pursuant to which the Registrant registered $200,000,000 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 October 21, 1998, the Registrant commenced its $200,000,000 Senior
Medium-Term Note Program, Series A, which was amended on November 24, 1998 to
allow the Registrant to offer $125,000,000 (the balance of the program)
aggregate principal amount of senior and/or subordinated fixed and floating rate
Medium-Term Notes, Series A, covered by the Series A Registration Statements. Of
the original $200,000,000 Medium-Term Program, Series A, $192,000,000 aggregate
principal amount of notes have been issued.
Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 333-72893), filed with the Commission on February 24, 1999
and declared effective thereby on August 9, 1999 (the "Series B Registration
Statement"), pursuant to which the Registrant registered $250,000,000 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 August 17, 1999, 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 $250,000,000 aggregate principal amount of senior
and/or subordinated fixed and floating rate Medium-Term Notes, Series B (the
"Debt Securities"), covered by the Series B 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 senior debt
securities (the "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. 2 dated as of August 1, 1999 (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.
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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 subordinated debt securities of
the Registrant (the "Subordinated Debt Securities"). A copy of the Subordinated
Indenture in the form in which it was executed was filed as Exhibit 4.5 to the
Series B Registration Statement, and is incorporated herein by reference.
Pursuant to the Subordinated Indenture, the Registrant and the Trustee
entered into an Indenture Supplement No. 5 dated as of August 1, 1999 (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.
Pursuant to the Distribution Agreement, on August 19, 1999, the
Registrant agreed to sell $150,000,000 aggregate principal amount of the
Registrant's Medium-Term Notes, Series B, due August 25, 2000, which bear
interest at a floating rate based on the London Interbank Offered Rate (the
"$150,000,000 Notes"). The $150,000,000 Notes, which were placed by Banc One
Capital Markets Inc., were issued on August 25, 1999. The net proceeds to the
Registrant from the sale of the $150,000,000 Notes were $149,775,000.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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1.1 Distribution Agreement dated August 17, 1999, 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. 2 dated as of August 1, 1999 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
the Registrant's Registration Statement on Form S-3 (SEC File
No. 333-65217) and incorporated herein by reference)
4.4 Indenture Supplement No. 5 dated as of August 1, 1999 with
respect to the Subordinated Debt Securities, between Centex
Corporation and Chase Bank of Texas, National Association
(formerly, Texas Commerce Bank National Association)
12.1 Computation of Ratio of Earnings to Fixed Charges
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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 thereunto duly authorized.
CENTEX CORPORATION
August 24, 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 No. Description
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1.1 Distribution Agreement dated August 17, 1999, 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. 2 dated as of August 1, 1999 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
the Registrant's Registration Statement on Form S-3 (SEC File
No. 333-65217) and incorporated herein by reference)
4.4 Indenture Supplement No. 5 dated as of August 1, 1999 with
respect to the Subordinated Debt Securities, between Centex
Corporation and Chase Bank of Texas, National Association
(formerly, Texas Commerce Bank National Association)
12.1 Computation of Ratio of Earnings to Fixed Charges