8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT JOINT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2002

Commission File No. 1-6776

Centex Corporation

A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000

Commission File Nos. 1-9624 and 1-9625, respectively

3333 Holding Corporation
A Nevada Corporation
Centex Development Company, L.P.
A Delaware Limited Partnership

IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6770

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURES
EXHIBIT INDEX
EX-99.1 Statement Under Oath Centex Corp
EX-99.2 Statement Under Oath Centex Corp
EX-99.3 Centex Corp Certification
EX-99.4 Centex Corp Certification
EX-99.5 3333 Holding Corp Certification
EX-99.6 3333 Holding Corp Certification
EX-99.7 Centex Development Company Certification
EX-99.8 Centex Development Company Certification

Item 7. Financial Statements and Exhibits.

Exhibit
Number	Description
99.1	Statement of Principal Executive Officer Under Oath Relating to Exchange Act filings
99.2	Statement of Principal Financial Officer Under Oath Relating to Exchange Act filings
99.3	Centex Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4	Centex Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.5	3333 Holding Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.6	3333 Holding Corp Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Centex Development Company, L.P. Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Centex Development Company, L.P. Certification Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Item 9. Regulation FD Disclosure.

     Centex Corporation is furnishing herewith the statements under oath of its Principal Executive Officer and its Principal Financial Officer regarding facts and circumstances relating to Exchange Act filings as Exhibits 99.1 and 99.2 respectively, which are included herein. Laurence E. Hirsch, Chairman and Chief Executive Officer of Centex Corporation, and Leldon E. Echols, Executive Vice President and Chief Financial Officer of Centex Corporation, signed these statements on 8/12/02. The statements were filed with the Securities and Exchange Commission (SEC) on 8/13/02 pursuant to the SEC's Order No. 4-460 (6/27/02).

     Centex Corporation is furnishing herewith the certification of its Chief Executive Officer and its Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 which are included herein.

     3333 Holding Corp. is furnishing herewith the certification of its Chief Executive Officer and its Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 which are included herein.

     Centex Development Company, L.P. is furnishing herewith the certification of its Chief Executive Officer and its Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 which are included herein.

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 hereunto duly authorized.

CENTEX CORPORATION
By:	/s/ Raymond G. Smerge Name: Raymond G. Smerge Title:   Executive Vice President,             Chief Legal Officer and Secretary
3333 HOLDING CORPORATION
By:	/s/ Raymond G. Smerge Name: Raymond G. Smerge Title:   Secretary
CENTEX DEVELOPMENT COMPANY, L.P.
By:	/s/ Raymond G. Smerge Name: Raymond G. Smerge Title:   Secretary

Date: August 13, 2002

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Statement of Principal Executive Officer Under Oath Relating to Exchange Act filings
99.2	Statement of Principal Financial Officer Under Oath Relating to Exchange Act filings
99.3	Centex Corp Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4	Centex Corp Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.5	3333 Holding Corp Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.6	3333 Holding Corp Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Centex Development Company, L.P. Certification of Chief Executive Officer Pursuant to 18 U.S.C., Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Centex Development Company, L.P. Certification of Chief Financial Officer Pursuant to 18 U.S.C., Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-99.1 3 d98716exv99w1.htm EX-99.1 STATEMENT UNDER OATH CENTEX CORP

EXHIBIT 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Laurence E. Hirsch, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Centex Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the March 31, 2002 Annual Report on Form 10-K filed with the Commission of Centex Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Centex Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ Laurence E. Hirsch Laurence E. Hirsch August 12, 2002	Subscribed and sworn to before me this 12th day of August 2002.
[SEAL]	/s/ Judy L. Evans Notary Public
	My Commission Expires: 5/10/03

EX-99.2 4 d98716exv99w2.htm EX-99.2 STATEMENT UNDER OATH CENTEX CORP

EXHIBIT 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Leldon E. Echols, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Centex Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the March 31, 2002 Annual Report on Form 10-K filed with the Commission of Centex Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Centex Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ Leldon E. Echols Leldon E. Echols August 12, 2002	Subscribed and sworn to before me this 12th day of August 2002.
[NOTARY SEAL]	/s/ Judy L. Evans Notary Public
	My Commission Expires: 5/10/03

EX-99.3 5 d98716exv99w3.htm EX-99.3 CENTEX CORP CERTIFICATION

EXHIBIT 99.3

CENTEX CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Centex Corporation and Subsidiaries (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurence E. Hirsch, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Laurence E. Hirsch

Laurence E. Hirsch
Chief Executive Officer
August 12, 2002

EX-99.4 6 d98716exv99w4.htm EX-99.4 CENTEX CORP CERTIFICATION

EXHIBIT 99.4

CENTEX CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Centex Corporation and Subsidiaries (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leldon E. Echols, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Leldon E. Echols

Leldon E. Echols
Chief Financial Officer
August 12, 2002

EX-99.5 7 d98716exv99w5.htm EX-99.5 3333 HOLDING CORP CERTIFICATION

EXHIBIT 99.5

3333 HOLDING CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Weinberg, Chief Executive Officer of 3333 Holding Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations 3333 Holding Corporation and Subsidiary.

/s/ Stephen M. Weinberg

Stephen M. Weinberg
Chief Executive Officer
August 12, 2002

EX-99.6 8 d98716exv99w6.htm EX-99.6 3333 HOLDING CORP CERTIFICATION

EXHIBIT 99.6

3333 HOLDING CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd D. Newman, Chief Financial Officer of 3333 Holding Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of 3333 Holding Corporation and Subsidiary.

/s/ Todd D. Newman

Todd D. Newman
Chief Financial Officer
August 12, 2002

EX-99.7 9 d98716exv99w7.htm EX-99.7 CENTEX DEVELOPMENT COMPANY CERTIFICATION

EXHIBIT 99.7

CENTEX DEVELOPMENT COMPANY, L.P.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Weinberg, Chief Executive Officer of 3333 Development Corporation, the general partner of Centex Development Company, L.P., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Centex Development Company, L.P. and Subsidiaries.

/s/ Stephen M. Weinberg

Stephen M. Weinberg
Chief Executive Officer
August 12, 2002

EX-99.8 10 d98716exv99w8.htm EX-99.8 CENTEX DEVELOPMENT COMPANY CERTIFICATION

EXHIBIT 99.8

CENTEX DEVELOPMENT COMPANY, L.P.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd D. Newman, Chief Financial Officer of 3333 Development Corporation, the general partner of Centex Development Company, L.P., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Centex Development Company, L.P. and Subsidiaries.

/s/ Todd D. Newman

Todd D. Newman
Chief Financial Officer
August 12, 2002

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