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):
May 2, 2006
CENTEX CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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1-6776
(Commission File Number)
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75-0778259
(I.R.S. Employer
Identification No.) |
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2728 N. Harwood, Dallas, Texas
(Address of principal executive offices)
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75201
(Zip Code) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-12 under the Exchange Act (17
CFR 240.14d-12(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events
As
previously announced and reported on Form 8-K dated April 4,
2006 (the “April Form 8-K”), on March 30, 2006,
Centex Financial Services, LLC, a Nevada limited liability company (the “Seller”) and an indirect
wholly-owned subsidiary of Centex Corporation (“Centex” or
the “Company”), Centex Home Equity Company, LLC, a
Delaware limited liability company (“CHEC”) and a wholly-owned subsidiary of the Seller, and FIF HE
Holdings LLC, a Delaware limited liability company (the “Purchaser”) and an affiliate of Fortress
Investment Group LLC, entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”), under which the Seller agreed to sell and the Purchaser agreed to acquire all
of the outstanding limited liability company interests in CHEC.
The purchase price to be paid by the Purchaser to the Seller under the Securities Purchase
Agreement will be based on the book value of CHEC as of the date upon which
the sale of CHEC is consummated, plus a premium to be calculated in accordance
with agreed upon procedures.
The sale of CHEC pursuant to the Securities Purchase Agreement is expected to be completed
in June or July 2006, subject to the satisfaction of certain conditions. There can be no assurance as to whether all such
conditions will be satisfied within the time frame specified above, if at all. Either party may
terminate the Securities Purchase Agreement under certain circumstances if the sale of CHEC has not
been consummated by July 31, 2006, subject to extension for up to two additional 30-day periods, if
necessary, to obtain the required financial services consents.
For
additional information regarding the Securities Purchase Agreement and
the transactions contemplated thereby, including the full text of the
Securities Purchase Agreement, see the April Form 8-K.
As a result of the execution of the Securities Purchase Agreement, CHEC’s financial results
will be reported as discontinued operations. Upon closing, to the
extent the disposition of CHEC is not
fully reflected in the Company’s historical consolidated
financial statements, the Company will file pro forma financial statements
for the disposition under Item 2.01, Completion of Acquisition or
Disposition of Assets, of Form 8-K. This Form 8-K is being filed to present
certain pro forma financial information for
the planned sale of CHEC.
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.
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CENTEX CORPORATION |
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By:
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/s/ Mark D. Kemp |
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Mark D. Kemp |
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Senior Vice President and Controller |
Date: May 2, 2006 |
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