-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLcLPRcRHOGelYGd22hXVXT9b7HOFHonWMwnet1IbHU26EnhTF23zIsRgI8JJ0dl QokZY7ocT7qfjm0SBiphVw== 0000950134-99-001239.txt : 19990223 0000950134-99-001239.hdr.sgml : 19990223 ACCESSION NUMBER: 0000950134-99-001239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990218 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06776 FILM NUMBER: 99547100 BUSINESS ADDRESS: STREET 1: P O BOX 199000 STREET 2: 2728 N HARWOOD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596500 MAIL ADDRESS: STREET 1: PO BOX 199000 STREET 2: 2728 N HARWOOD CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 8-K 1 FORM 8-K 1 ================================================================================ 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 18, 1999 CENTEX CORPORATION (Exact name of registrant as specified in its charter) Nevada 1-6776 75-0778259 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2728 North Harwood Street Dallas, Texas 75201 (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: (214) 981-5000 ================================================================================ 2 Item 5. OTHER EVENTS. On October 2, 1996, the Board of Directors of Centex Corporation, a Nevada corporation (the "Company"), adopted a new stockholder rights plan to replace its Rights Agreement dated as September 17, 1986 (as heretofore amended and supplemented, the "Original Rights Agreement"). The Original Rights Agreement expired on October 1, 1996. Pursuant to the new rights plan, the Company's Board of Directors authorized and declared a dividend of one Right (a "Right") for each outstanding share of Common Stock, par value $0.25 per share, of the Company (the "Common Shares"). The dividend was paid on October 15, 1996 to the holders of record of the Common Shares at the close of business on that date. The description and terms of the Rights are set forth in a Rights Agreement dated October 2, 1996 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), a copy of which was filed as an Exhibit to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 8, 1996. The Company and the Rights Agent entered into Amendment No. 1 to the Rights Agreement, dated as of February 18, 1999 ("Amendment No. 1") which amended the Rights Agreement to eliminate the requirement that "Continuing Directors" (as defined in the Rights Agreement) approve certain actions. Amendment No. 1 is filed herewith as Exhibit 4. The foregoing description of Amendment No. 1 is qualified by reference to such Exhibit. Certain capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Rights Agreement. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Item Description 4.1 Amendment No. 1 to Rights Agreement dated as of February 18, 1999, between Centex Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (filed as Exhibit 4.2 to the Company's Registration Statement on Form 8-A/A (Amendment No. 1) filed on February 22, 1999 and incorporated by reference herein). 1 3 SIGNATURE 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 Date: February 18, 1999 By: /s/ RAYMOND G. SMERGE ----------------------------------- Raymond G. Smerge, Executive Vice President Chief Legal Officer and Secretary 2 4 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION - ------- ----------- 4.1 Amendment No. 1 to Rights Agreement dated as of February 18, 1999, between Centex Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (filed as Exhibit 4.2 to the Company's Registration Statement on Form 8-A/A (Amendment No. 1) filed on February 22, 1999 and incorporated herein by reference).
-----END PRIVACY-ENHANCED MESSAGE-----