form8-a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
CENTEX
CORPORATION
(Exact name of registrant as specified
in its charter)
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Nevada
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75-0778259
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(State
or other jurisdiction
of
incorporation)
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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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Title
of each class to be so registered
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Name
of each exchange on which
each
class is to be so registered
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Preferred
Stock Purchase Rights
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New
York Stock Exchange, Inc.
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. þ
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. ¨
Securities
to be registered pursuant to Section 12(g) of the
Act: None
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Securities
Act registration statement file to which this form
relates:
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[N/A]
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(If
applicable)
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INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of
Registrant’s Securities to be Registered.
Effective
February 24, 2009, the Executive Committee of the Board of Directors (the “Board”) of
Centex Corporation, a Nevada corporation (the “Company”),
adopted a rights plan and declared a dividend of one preferred share purchase
right (a “Right”)
for each outstanding share of Common Stock. The dividend is payable
to our stockholders of record as of March 6, 2009. The terms of the
rights and the rights plan will be set forth in a Rights Agreement, by and
between us and Mellon Investor Services LLC, a New Jersey limited liability
company, as Rights Agent, dated as of February 24, 2009 (the “Rights
Plan”).
This
summary of Rights provides only a general description of the Rights Plan, and
thus, should be read together with the entire Rights Plan, which has been filed
as an exhibit to this registration statement on Form 8-A, and is incorporated
herein by reference.
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.
The Rights. Our Board
authorized the issuance of one right per each outstanding share of our Common
Stock payable to our stockholders of record as of March 6,
2009. Subject to the terms, provisions and conditions of the Rights
Plan, if the rights become exercisable, each right would initially represent the
right to purchase from us one one-thousandth of a share of our Junior
Participating Preferred Stock, Series D for a purchase price of $50.00 (the
“Purchase
Price”). If issued, each fractional share of preferred stock would give
the stockholder approximately the same dividend, voting and liquidation rights
as does one share of our Common Stock. However, prior to exercise, a
right does not give its holder any rights as a stockholder of the Company,
including without limitation 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).
We refer
to the date that the rights become exercisable as 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.
After the
Distribution Date, each holder of a right, other than rights beneficially owned
by the Acquiring Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a right and payment of the Purchase Price,
that number of shares of Common Stock having a market value of two times the
Purchase Price.
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.
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 and
Exchange. 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. 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.
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).
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.
A copy of
the Rights Agreement is filed as Exhibit 4.1 to this registration
statement. The foregoing summary description of the Rights Agreement
is qualified in its entirety by reference to such exhibit.
FORWARD-LOOKING
STATEMENTS
Some of
the statements in this registration statement are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995. You can identify forward-looking statements by the fact that
they relate only to anticipated or expected events, activities, trends or
results, which are inherently subject to risks, uncertainties and other
factors. Actual results and outcomes may differ materially from what
is expressed or
forecast
in such statements. Forward-looking statements included in this
registration statement are made as of its date. We do not undertake
any obligation to update, revise or clarify any forward-looking statement,
whether as a result of new information, future events or otherwise.
Important
risks and other factors include, but are not limited to: (1) the effects of
recent disruptions in the global credit and securities markets, which have
adversely impacted the banking and mortgage finance industries, resulting in
tightening of credit and reductions in liquidity; (2) recent adverse changes in
national and regional economic or business conditions, including employment
levels and interest rates; (3) the effects of the current downturn in the
homebuilding industry, including potential adverse market conditions that could
result in reduced sales and closings and additional inventory or other
impairments; (4) customer cancellations and consumer homebuyer sentiment; (5)
competition; (6) price changes in raw materials or other components of our
houses; (7) the availability of adequate sources of financing to continue to
implement our business strategy; (8) our ability to generate cash from sales of
assets and other sources that supplement our existing cash resources; and (9)
the potential loss of tax benefits if we have an "ownership change" under IRC
Section 382. These and other risks and uncertainties are described in
greater detail in our reports filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-K for the fiscal year ended March 31,
2008 and subsequent Quarterly Reports on Form 10-Q. Notwithstanding
the adoption of the Rights Agreement, there can be no assurances that the
Company will be able to utilize its Tax Benefits in the future.
Item
2. Exhibits.
List
below all exhibits filed as a part of this registration statement.
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Exhibit
Number
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Description
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| 3.1 |
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Amended
and Restated Articles of Incorporation of Centex Corporation (“Centex”)
(incorporated by reference from Exhibit 3.1 to Centex’s Current Report on
Form 8-K filed on July 15, 2008).
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3.1
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a
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Certificate
of Designation of Junior Participating Preferred Stock, Series D, filed
with the Secretary of State of Nevada on February 25, 2009.
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| 3.2 |
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Amended
and Restated By-Laws of Centex dated October 8, 2008 (incorporated by
reference from Exhibit 3.1 to Centex’s Current Report on Form 8-K filed on
October 14, 2008).
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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 (incorporated by
reference to Exhibit 4.1 to Centex’s Current Report on Form 8-K filed on
February 24, 2009).
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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 registration statement to be signed on its
behalf by the undersigned, hereunto duly authorized.
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CENTEX
CORPORATION
(Registrant)
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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
25, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1a
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Certificate
of Designation of Junior Participating Preferred Stock, Series D, filed
with the Secretary of State of Nevada on February 25, 2009.
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