UNITED
STATES
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
24, 2009 (February 24, 2009)
Centex
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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1-6776
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75-0778259
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2728
N. Harwood Street, Dallas, Texas
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75201
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number including area code: (214) 981-5000
Not
Applicable
(Former
name or former address if changed from last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a
Material Definitive Agreement.
Item 3.03
below is incorporated herein by reference.
Item
3.03. Material
Modifications to Rights of Security Holders.
Effective
February 24, 2009, the Executive Committee of the Board of Directors (the “Board”) of
Centex Corporation, a Nevada corporation (the “Company”),
declared a dividend of one preferred share purchase right (a “Right”)
for each outstanding share of common stock, par value $.25 per share, of the
Company (“Common
Stock”). The dividend is payable on March 6, 2009 to the
stockholders of record as of the close of business on March 6,
2009. The specific terms of the Rights are contained in the Rights
Agreement, dated as of February 24, 2009, between the Company and Mellon
Investor Services LLC, as Rights Agent (the “Rights
Plan”).
The Board
adopted the Rights Plan in an effort to protect stockholder value by attempting
to protect against the possible limitation on our ability to use net operating
loss carry-overs, capital loss carry-overs, general business credit carry-overs,
alternative minimum tax credit carry-overs and foreign tax credit carry-overs,
as well as any “net unrealized built-in losses” within the meaning of Section
382 of the Internal Revenue Code, of the Company (collectively, “Tax
Benefits”) to reduce potential future federal and state income tax
obligations. We have experienced and continue to experience
substantial operating losses, and under the Internal Revenue Code and rules
adopted by the Internal Revenue Service, and certain states, the Company may
“carryforward” these losses in certain circumstances to offset any current and
future earnings and thus reduce the Company's federal and state income tax
liability. To the extent that the Tax Benefits do not otherwise
become limited, we believe that the Company will be able to carry forward a
significant amount of the Tax Benefits and therefore these Tax Benefits could be
a substantial asset to the Company. However, if we experience an
“Ownership Change,” as defined in Section 382 of the Internal Revenue Code, the
Company's ability to use the Tax Benefits will be substantially limited or
delayed, which could therefore significantly impair the value of that
asset.
The
Rights Plan is intended to act as a deterrent to any person or group acquiring
4.9% or more of our outstanding Common Stock (an “Acquiring
Person”) without the approval of the Board. Stockholders who
own 4.9% or more of the Company's outstanding Common Stock as of the close of
business on February 24, 2009 will not trigger the Rights Plan so long as they
do not (i) acquire additional shares of Common Stock representing (a) one-half
of one percent (0.5%) or more of the shares of Common Stock then outstanding (if
they have continuously owned 5.0% or more since February 24, 2009) or (b) such
number of additional shares of Common Stock as long as the aggregate shares
owned by such stockholder is less than 5.0% (if they have not continuously owned
5.0% or more) or (ii) fall under 4.9% ownership of Common Stock and then
re-acquire shares that in the aggregate equal 4.9% or more of the Common
Stock. A 4.9% limit has been included in the Rights Plan because the
tests for an “Ownership Change” under Section 382 are measured in part by
changes in the ownership by stockholders owning 5% or more of our Common
Stock. The Rights Plan does not exempt any future acquisitions of
Common Stock by Acquiring Persons. The Board may, in its sole
discretion, exempt any person or group from being deemed an Acquiring Person for
purposes of the Rights Plan if it determines the acquisition by such person or
group will not jeopardize tax benefits or is otherwise in the Company’s best
interests.
Following
is a summary of the Rights Plan. The following summary is qualified
in its entirety by the full text of the Rights Plan, which is attached as
Exhibit 4.1 hereto and incorporated herein by reference.
The
Rights. The Rights will
initially trade with, and will be inseparable from, the Common
Stock. The Rights will be evidenced only by certificates that
represent shares of Common Stock. New Rights will accompany any new
shares of Common Stock we issue after March 6, 2009 until the Distribution Date
described below.
Exercise
Price. Each Right will allow its holder to purchase from the
Company one one-thousandth of a share of Junior Participating Preferred Stock,
Series D (“Preferred
Share”) for $50 (the “Exercise
Price”), once the Rights become exercisable. This portion of a
Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of Common
Stock. Prior to exercise, the Right does not give its holder any
dividend, voting, or liquidation rights.
Exercisability. The Rights will
not be exercisable until 10 days after the public announcement that a person or
group has become an “Acquiring Person” by obtaining beneficial ownership of 4.9%
or more of the outstanding Common Stock or, if already the beneficial owner of
at least 4.9% of the outstanding
Common
Stock, by acquiring additional shares of Common Stock representing (a) one-half
of one percent (0.5%) or more of the shares of Common Stock then outstanding (if
they have continuously owned 5.0% or more since the date of the Rights Plan) or
(b) such number of additional shares of Common Stock so that the aggregate
shares owned by such stockholder is equal to or greater than 5.0%
(otherwise).
The date
when the Rights become exercisable is the “Distribution
Date.” Until that date, the Common Stock certificates will
also evidence the Rights and any transfer of shares of Common Stock will
constitute a transfer of Rights. After that date, the Rights will
separate from the Common Stock and be evidenced by book-entry credits or by
Rights certificates that we will mail to all eligible holders of Common
Stock. Any Rights held by an Acquiring Person are null and void and
may not be exercised.
Consequences
of a Distribution.
If a
person or group becomes an Acquiring Person which triggers a Distribution, all
holders of Rights except the Acquiring Person may, for the payment of $50,
purchase shares of Common Stock with a market value of $100, based on the market
price of the Common Stock as of the acquisition that resulted in such person or
group becoming an Acquiring Person.
Preferred
Share Provisions.
Each one
one-thousandth of a Preferred Share, if issued:
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will
entitle holders to an amount equal to the dividend paid on one share of
Common Stock (if any)
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will
entitle holders upon liquidation to receive an amount equal to the payment
made on one share of Common Stock
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will
have the same voting power as one share of Common
Stock
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will
entitle holders to a per share payment equal to the payment made on one
share of Common Stock, if shares of Common Stock are exchanged via merger,
consolidation, conversion, share exchange, or a similar
transaction.
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The value
of one one-thousandth interest in a Preferred Share should approximate the value
of one share of Common Stock.
Expiration. The Rights and
the Rights Plan will expire on the earliest of (i) February 24, 2019, (ii) the
time at which the Rights are redeemed pursuant to the Rights Agreement, (iii)
the time at which the Rights are exchanged pursuant to the Rights Agreement,
(iv) the repeal of Section 382 of the Code or a successor statute if the Board
determines that the Rights Agreement is no longer necessary for the preservation
of Tax Benefits, (v) the beginning of the taxable year of the Company to which
the Board determines that no Tax Benefits may be carried forward, and (vi)
February 24, 2010, if stockholder approval has not been obtained for the Rights
Agreement prior to such date.
Redemption. The
Board may redeem the Rights for $.01 per Right at any time before any person or
group becomes an Acquiring Person. If the Board redeems any Rights,
it must redeem all of the Rights. Once the Rights are redeemed, the
only right of the holders of Rights will be to receive the redemption price of
$.01 per Right. The redemption price will be adjusted if we have a
stock split or stock dividends of Common Stock.
Exchange. After
the Distribution Date, but before an Acquiring Person owns 50% or more of the
outstanding Common Stock, the Board may extinguish the Rights by exchanging one
share of Common Stock or an equivalent security for each Right, other than
Rights held by the Acquiring Person.
Anti-Dilution
Provisions. The Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock
split, a reclassification of the Preferred Shares or Common Stock. No
adjustments to the Exercise Price of less than 1% will be made.
Annual
Review. A
committee of independent directors of the Company will review and evaluate the
Rights Agreement at least annually in order to consider whether the
maintenance of the Rights Agreement continues to be in the best interests of the
Company and its stockholders. Following each such review, the
committee shall communicate its conclusions to the full Board, including any
recommendation in light thereof as to whether the Rights Agreement should be
modified or the Rights should be redeemed.
Amendments. The
terms of the Rights Agreement may be amended by the Board without the consent of
the holders of the Rights. After a person or group becomes an
Acquiring Person, the Board may not amend the Rights Agreement in a way that
adversely affects holders of the Rights (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person).
Item
9.01. Financial Statements
and Exhibits.
(d)
Exhibits. The
following exhibits are filed with this report.
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Exhibit
Number
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Description
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Filed
herewith or incorporated by reference
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4.1
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Rights
Agreement, dated as of February 24, 2009, between Centex Corporation and
Mellon Investor Services LLC, as Rights Agent, which includes the Form of
Certificate of Designation as Exhibit A, Form of Right Certificate as
Exhibit B and the Summary of Rights as Exhibit C
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Filed
herewith
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99.1
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Press
Release dated February 24, 2009
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Filed
herewith
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SIGNATURES
Pursuant
to the requirements of Section 12 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.
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CENTEX
CORPORATION
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By:
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/s/
Brian J. Woram
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Name:
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Brian
J. Woram
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Title:
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Senior
Vice President and
Chief
Legal Officer
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Date: February
24, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.1
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Rights
Agreement, dated as of February 24, 2009, between Centex Corporation and
Mellon Investor Services LLC, as Rights Agent
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99.1
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Press
Release dated February 24,
2009
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