-----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, JPnxOT1ZmrD163mty2P/7NaRPacjSDGVPuVp+oBI3Q21jE+CyL6HZSbx1iPfYwdy 9a0WUp7SkbxDO0C0GnG47A== 0000950134-99-001358.txt : 19990301 0000950134-99-001358.hdr.sgml : 19990301 ACCESSION NUMBER: 0000950134-99-001358 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19990226 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: POS AM SEC ACT: SEC FILE NUMBER: 333-28229 FILM NUMBER: 99552709 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3333 HOLDING CORP CENTRAL INDEX KEY: 0000818762 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 752178860 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-28229-01 FILM NUMBER: 99552710 BUSINESS ADDRESS: STREET 1: 3333 LEE PKWY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX DEVELOPMENT CO LP CENTRAL INDEX KEY: 0000818764 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 752168471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-28229-02 FILM NUMBER: 99552711 BUSINESS ADDRESS: STREET 1: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999 Registration Nos. 333-28229; 333-28229-01; 333-28229-02 and 2-95271 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION NOS. 333-28229; 333-28229-01; 333-28229-02 AND POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION NO. 2-95271 UNDER THE SECURITIES ACT OF 1933 ----------------- 3333 HOLDING CORPORATION AND CENTEX CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.(1) (Exact name of registrant as specified in its charter) (Exact name of registrants as specified in their charters) NEVADA NEVADA AND DELAWARE, RESPECTIVELY (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 75-0778259 75-2178860 and 75-2168471, RESPECTIVELY (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 2728 NORTH HARWOOD 3100 MCKINNON, SUITE 370 DALLAS, TEXAS 75201 DALLAS, TEXAS 75201 (Address of principal executive offices, including zip code) (Address of principal executive offices including zip code)
-------------------- CENTEX CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN CENTEX CORPORATION STOCK OPTION PLAN (Full title of the plan) RAYMOND G. SMERGE EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY 2728 NORTH HARWOOD DALLAS, TEXAS 75201 (Name and address of agent for service) (214) 981-5000 (Telephone number, including area code, of agent for service) (1) On November 30, 1987, Centex Corporation distributed 1,000 shares of common stock of 3333 Holding Corporation and 900 warrants to purchase Class B Units of limited partnership interest in Centex Development Company, L.P. to its stockholders as a dividend. The 3333 Holding Corporation Common Stock and the Centex Development Company Warrants were distributed to a nominee, who holds the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants for the benefit of the Centex Corporation stockholders. The 3333 Holding Corporation Common Stock and the Centex Development Company Warrants currently trade only in tandem with the Centex Corporation Common Stock. Each Centex Corporation stockholder's beneficial interest in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants may be determined by multiplying the percentage of the stockholder's ownership of Centex Corporation Common Stock by the number of shares of 3333 Holding Corporation Common Stock and by the number of Centex Development Company Warrants held by the nominee. For ease of reference, the Centex Corporation Common Stock, the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants are collectively referred to as the "Offered Securities", and Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. are collectively referred to as the "Companies". EXPLANATORY NOTE This Amendment No. 1 is being filed to (a) register the reoffer and resale of the Offered Securities by affiliates of the Companies who have or may acquire Offered Securities upon the exercise of stock options pursuant to the Centex Corporation Amended and Restated 1987 Stock Option Plan or the Centex Corporation Stock Option Plan, (b) add 3333 Holding Corporation and Centex Development Company, L.P. as registrants under Registration Statement No. 2-95271 relating to the Centex Corporation Stock Option Plan to reflect the dividend and beneficial interests described above, (c) add the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants as registered securities under Registration Statement No. 2-95271 and (d) add information relative to 3333 Holding Corporation (and the 3333 Holding Corporation Common Stock) and Centex Development Company, L.P. (and the Centex Development Company Warrants) to Registration Statement No. 2-95271. 2 PROSPECTUS - RESALE 2,806,783 Shares of Centex Corporation Common Stock and Corresponding Beneficial Interests in 3333 Holding Corporation Common Stock and Centex Development Company Warrants 3333 HOLDING CORPORATION CENTEX CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. 2728 NORTH HARWOOD 3100 MCKINNON, SUITE 370 DALLAS, TEXAS 75201 DALLAS, TEXAS 75201 ================================= EXPLANATORY NOTE On November 30, 1987, Centex Corporation distributed 1,000 shares of common stock of 3333 Holding Corporation and 900 warrants to purchase Class B Units of limited partnership interest in Centex Development Company, L.P. to its stockholders as a dividend. The 3333 Holding Corporation Common Stock and the Centex Development Company Warrants were distributed to a nominee, who holds the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants for the benefit of the Centex Corporation stockholders. The 3333 Holding Corporation Common Stock and the Centex Development Company Warrants currently trade only in tandem with the Centex Corporation Common Stock. Each Centex Corporation stockholder's beneficial interest in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants may be determined by multiplying the percentage of the stockholder's ownership of Centex Corporation by the number of shares of 3333 Holding Corporation Common Stock and by the number of Centex Development Company Warrants held by the nominee. For ease of reference, the Centex Corporation Common Stock, the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants are collectively referred to as the "Offered Securities", and Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. are collectively referred to as the "Companies". ================================= The Selling Stockholders listed on page P-4 and page P-5 of this Prospectus are offering up to 2,806,783 shares of Centex Corporation Common Stock (and corresponding beneficial interests in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants as described above) which have been or may be acquired by the Selling Stockholders upon the exercise of options granted pursuant to the Centex Corporation Amended and Restated 1987 Stock Option Plan or the Centex Corporation Stock Option Plan (collectively, the "Plans"). None of the Companies will receive any of the proceeds from the sale of the Offered Securities. The Centex Corporation Common Stock (and corresponding beneficial interests in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants as described above) are listed on the New York Stock Exchange (the "NYSE") under the symbol "CTX". On February 25, 1999, the closing sales price of the Centex Corporation Common Stock (and corresponding beneficial interests in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants as described above) as reported on the NYSE was $36.125 per share. ================================= Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense. ================================= The date of this Prospectus is February 26, 1999. ================================= P - 1 3 TABLE OF CONTENTS
PAGE ---- ABOUT THIS PROSPECTUS.....................................................................P - 2 WHERE YOU CAN FIND MORE INFORMATION.......................................................P - 2 PLAN OF DISTRIBUTION......................................................................P - 3 USE OF PROCEEDS...........................................................................P - 3 SELLING STOCKHOLDERS......................................................................P - 3 EXPERTS .................................................................................P - 5
ABOUT THIS PROSPECTUS This Prospectus is part of several registration statements on Form S-8 (File Nos. 333-28229, 333-28229-01, 333-28229-02 and 2-95271), each as amended by Post-Effective Amendment No. 1 thereto (the "Registration Statements"), which the Companies have filed with the Securities and Exchange Commission (the "SEC"). This Prospectus is a part of the Registration Statements and does not contain all the information set forth in the Registration Statements, certain parts of which have been omitted as permitted by the rules and regulations of the SEC. This Prospectus does not contain all of the information you should review before purchasing Offered Securities. You should obtain and read the information contained in the Registration Statements and in the materials referred to below under the heading "Where You Can Find More Information." WHERE YOU CAN FIND MORE INFORMATION Centex Corporation and 3333 Holding Corporation file annual, quarterly and special reports, proxy statements and other information with the SEC. Centex Development Company, L.P. files annual, quarterly and special reports and other information with the SEC. You may read and copy any document filed by the Companies at the SEC's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048. Our SEC filings are also available to the public over the Internet at the SEC's web site at http:www/sec/gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Prospectus, and information that we file later with the SEC will automatically update and supersede this Prospectus. We incorporate by reference the documents listed below (including any amendment or report filed for the purpose of updating such information) and future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934: o Joint Annual Report on Form 10-K of the Companies for the fiscal year ended March 31, 1998; o Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended June 30, 1998; o Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended September 30, 1998; o Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended December 31, 1998; o Current Report on Form 8-K of Centex Corporation dated October 30, 1998. o Current Report on Form 8-K of Centex Corporation dated December 9, 1998. o Description of the Centex Corporation Common Stock contained in the Registration Statement of Centex Corporation on Form 8-A dated October 28, 1971 and Form 8 dated November 11, 1971; o Description of the 3333 Holding Corporation Common Stock contained in the Registration Statement of 3333 Holding Corporation on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987; o Description of the Centex Development Company Warrants contained in the Registration Statement of Centex Development Company, L.P. on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 30, 1987; and o Description of the Centex Corporation Preferred Stock Purchase Rights contained in the Registration Statement of Centex Corporation on Form 8-A dated October 8, 1996. P - 2 4 You may request a copy of these filings at no cost, by writing or telephoning us at the following addresses: Corporate Secretary Corporate Secretary Centex Corporation 3333 Holding Corporation 2728 North Harwood Centex Development Company, L.P. Dallas, Texas 75201 3100 McKinnon, Suite 370 214-981-5000 Dallas, Texas 75201 214-981-6770 You should rely only on the information incorporated by reference or provided in this Prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this Prospectus is accurate as of any date other than the date on the front page of this Prospectus. PLAN OF DISTRIBUTION The Companies are registering the Offered Securities on behalf of the Selling Stockholders. As used herein, "Selling Stockholders" includes donees and pledgees selling Offered Securities received from a named Selling Stockholder after the date of this prospectus. All costs, expenses and fees in connection with the registration of the Offered Securities will be borne by Centex Corporation. Brokerage commissions and similar selling expenses, if any, attributable to the sale of the Offered Securities will be borne by the Selling Stockholders. Sales of Offered Securities may be effected by Selling Stockholders from time to time in one or more types of transactions (which may include block transactions) on the NYSE, in the over-the-counter market, in negotiated transactions, through put or call option transactions relating to the Offered Securities, through short sales of Offered Securities, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. The Selling Stockholders have advised the Companies that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of Offered Securities by the Selling Stockholders. The Selling Stockholders may effect such transactions by selling Offered Securities directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchasers of Offered Securities for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). The Selling Stockholders and any broker-dealers that act in connection with the sale of Offered Securities might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act and any commissions received by such broker-dealers and any profit on the resale of the Offered Securities sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. The Companies have agreed to indemnify each Selling Stockholder against certain liabilities, which may include liabilities arising under the Securities Act under certain circumstances. The Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the Offered Securities against certain liabilities, including liabilities arising under the Securities Act. Because Selling Stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the NYSE pursuant to Rule 153 under the Securities Act. The Companies have informed the Selling Stockholders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market. Selling Stockholders also may resell all or a portion of the Offered Securities in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of such rule. Upon the Companies being notified by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Offered Securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this Prospectus will be filed, if required, pursuant to Rule 424(b) under the Act, disclosing, (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of Offered Securities involved, (iii) the price at which such Offered Securities were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in the Prospectus and (vi) other facts material to the transaction. In addition, upon the Companies being notified by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares, a supplement to this Prospectus will be filed. P - 3 5 USE OF PROCEEDS None of the Companies will receive any of the proceeds from the sale of the Offered Securities by the Selling Stockholders. SELLING STOCKHOLDERS The Centex Selling Stockholders are certain officers and directors of Centex Corporation who may be deemed to be affiliates of Centex Corporation under the Securities Act. The Holding Selling Stockholder is an officer and director of 3333 Holding Corporation and 3333 Development Corporation, the general partner of Centex Development Company, L.P., who may be deemed to be an affiliate of 3333 Holding Corporation and Centex Development Company, L.P. under the Securities Act. Under the Securities Act, an "affiliate" of an entity includes a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such entity. Officers and directors of the Companies who (i) in the future acquire Offered Securities pursuant to the Plans and (ii) may be deemed to be affiliates of the Companies, may be added to this Prospectus as Selling Stockholders either by means of a post-effective amendment to the Registration Statements or by use of a supplement to this Prospectus filed pursuant to Rule 424 under the Securities Act. CENTEX SELLING STOCKHOLDERS The following table sets forth as of February 8, 1999 the name of each Centex Selling Stockholder and his position with Centex Corporation, (ii) the number of shares of Centex Corporation Common Stock beneficially owned by each Centex Selling Stockholder, (iii) the number of shares of Centex Corporation Common Stock owned or to be owned by each Centex Selling Stockholder upon the exercise of options granted pursuant to the Plans, (iv) the number of shares of Centex Corporation Common Stock offered by each Centex Selling Stockholder, and (v) the number of shares of Centex Corporation Common Stock each Centex Selling Stockholder will own upon completion of this offering.
Number of Shares of Centex Corporation Common Stock(1) ------------------------------------------------------------------------- Owned or To Be Owned To Be Name of Selling Upon Owned Upon Stockholder and Position Exercise Offered Completion of with Centex Corporation Owned(2) of Options(3) Hereby Offering(4)(5) - ----------------------- -------- ------------- -------- --------------- Alan B. Coleman 87,820 111,700 111,700 -- Director Dan W. Cook III 45,820 69,700 67,700 2,000 Director Juan L. Elek 43,820 67,700 67,700 -- Director Timothy R. Eller 182,400 302,400 302,400 -- Executive Vice President Laurence E. Hirsch Director, Chairman of the Board 1,206,880(6) 1,421,800(6) 1,021,800 400,000(6) and Chief Executive Officer Clint W. Murchison, III 101,042 124,922 74,112 50,810 Director Charles H. Pistor 46,984 70,864 64,664 6,200 Director David W. Quinn Director, Vice Chairman of the 487,140 654,300 653,900 400 Board and Chief Financial Officer Paul R. Seegers 588,522 612,402 299,174 313,228 Director Paul T. Stoffel 187,009 210,889 74,633 136,256 Director
P - 4 6 (1) Includes the corresponding beneficial interests in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants. (2) Includes shares the Selling Stockholders may acquire upon the exercise of stock options which become exercisable within sixty days following the effective date of this Prospectus. (3) Includes shares the Selling Stockholders may acquire upon the exercise of stock options granted pursuant to the Plans. (4) Assumes all shares offered hereby are sold. (5) No director or officer will own 1% or more of the Centex Corporation Common Stock if all shares offered hereby are sold. (6) Includes 400,000 shares issuable upon conversion of a subordinated debenture. HOLDING SELLING STOCKHOLDER The following table sets forth as of February 8, 1999 the name of the Holding Selling Stockholder and his position with 3333 Holding Corporation and 3333 Development Corporation, (ii) the number of shares of Centex Corporation Common Stock beneficially owned by the Holding Selling Stockholder, (iii) the number of shares of Centex Corporation Common Stock beneficially owned or to be owned by the Holding Selling Stockholder upon the exercise of options granted pursuant to the Plans, (iv) the number of shares of Centex Corporation Common Stock offered by the Holding Selling Stockholder, and (v) the number of shares of Centex Corporation Common Stock the Holding Selling Stockholder will own upon completion of this offering.
Number of Shares of Centex Corporation Common Stock(1) ------------------------------------------------------------------ Owned or To Be To Be Owned Name of Selling Stockholder and Position Owned Upon Upon with 3333 Holding Corporation and Exercise Offered Completion 3333 Development Corporation Owned(2) of Options(3) Hereby of Offering(4)(5) - ----------------------------------------- ------- ------------ -------- ----------------- Richard C. Decker 7,600 69,000 69,000 -- Director, President and Chief Executive Officer
(1) The 3333 Holding Corporation Common Stock and the Centex Development Company Warrants trade in tandem with the Centex Corporation Common Stock. (2) Includes shares the Selling Stockholder may acquire upon the exercise of stock options which become exercisable within sixty days following the effective date of this Prospectus. (3) Includes shares the Selling Stockholder may acquire upon the exercise of stock options granted pursuant to the Plans. (4) Assumes all shares offered hereby are sold. (5) The Selling Stockholder will own less than 1% of the Centex Corporation Common Stock. EXPERTS The financial statements and schedules incorporated by reference in this Prospectus and elsewhere in the Registration Statements have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. P - 5 7 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed with the Securities and Exchange Commission (the "SEC") by the Companies, as appropriate, and are incorporated herein by reference and made a part hereof: 1. Joint Annual Report on Form 10-K of the Companies for the fiscal year ended March 31, 1998; 2. Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended June 30, 1998; 3. Joint Quarterly Report on Form 10-Q of the Companies for the quarter ended September 30, 1998; 4. Joint Quarterly Report on From 10-Q of the Companies for the quarter ended December 31, 1998; 5. Current Report on Form 8-K of Centex Corporation dated October 30, 1998. 6. Current Report on Form 8-K of Centex Corporation dated December 9, 1998. 7. Description of the Centex Corporation Common Stock, $0.25 par value per share, contained in the Registration Statement on Form 8-A of Centex Corporation dated October 28, 1971 and Form 8 dated November 11, 1971; 8. Description of the 3333 Holding Corporation Common Stock, $0.01 par value per share, contained in the Registration Statement of Form 10 of 3333 Holding Corporation dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987; 9. Description of the Warrants to purchase Class B Units of limited partnership of Centex Development Company, L.P., contained in Registration Statement on Form 10 of Centex Development Company, L.P. dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 30, 1987; and 10. Description of the Preferred Stock Purchase Rights contained in the Form 8-A Registration Statement of Centex Corporation dated October 8, 1996. All documents filed by the Companies pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the effective date hereof and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statements to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of the Registration Statements, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Raymond G. Smerge, the Executive Vice President, Chief Legal Officer and Secretary of Centex Corporation, and the Secretary of 3333 Holding Corporation and 3333 Development Corporation, has issued an opinion about the legality of the original issuance of the securities registered under the Registration Statements and reoffered by the Selling Stockholders. As of February 8, 1999, Mr. Smerge beneficially owned 72,060 shares of Centex Corporation Common Stock (as well as the corresponding beneficial interest in the 3333 Holding Corporation Common Stock and the Centex Development Company Warrants). Arthur Andersen LLP, independent accountants, audited our financial statement schedules incorporated by references in the Prospectus and elsewhere in the registration statements. These documents are incorporated by reference herein in reliance upon the authority of Arthur Andersen as experts in accounting and auditing in giving the report. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Centex Corporation, 3333 Holding Corporation and 3333 Development Corporation, the General Partner of Centex Development Company, L.P., are Nevada corporations. Pursuant to the provisions of Section 5 of the NGCL, every Nevada corporation has the authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving in such capacity at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. II - 1 8 Under Nevada law, Centex Corporation, 3333 Holding Corporation and 3333 Development Corporation also have authority to indemnify any such person who is a party or is threatened to be made a party to any threatened, pending or completed actions or suits brought by or in the right of the corporation, but only to the extent of expenses including amounts paid in settlement and attorneys' fees. No indemnification shall be made, however, for any claim, issue or matter as to which a person has been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to such expenses as the court deems proper. To the extent any of the persons referred to in the two immediately preceding paragraphs is successful in the defense of the actions referred to therein, the NGCL provides that such person must be indemnified by the corporation against expenses including attorneys' fees actually and reasonably incurred by him in connection with the defense. Section 78.751 of the NGCL requires the corporation to obtain a determination that any discretionary indemnification is proper under the circumstances. Such a determination may be made by a corporation's stockholders or disinterested directors, or under certain circumstances, pursuant to an independent legal opinion. The Articles of Incorporation of Centex Corporation, 3333 Holding Corporation and 3333 Development Corporation provide for indemnification of their directors and officers to the extent provided by Nevada law. In addition, Section 78.037 of the NGCL permits Nevada corporations to include in their articles of incorporation a provision eliminating the personal liability of their directors and officers for damages resulting from certain fiduciary duty breaches. An amendment to the Articles of Incorporation of Centex Corporation was adopted by its stockholders at the annual meeting thereof held on July 15, 1987 in order to effect the permitted limitation on liability. The Articles of Incorporation of 3333 Holding Corporation and 3333 Development Corporation contain a similar provision limiting the liability of their directors and officers for such damages, as do the Bylaws of each Centex Corporation, 3333 Holding Corporation and 3333 Development Corporation. The Bylaws of the Centex Corporation, 3333 Holding Corporation and 3333 Development Corporation each provide that the corporation shall indemnify its directors, officers, employees and agents to the fullest extent provided by the NGCL and such corporation's Articles of Incorporation. In addition, the Bylaws of each corporation provide for indemnification to the same extent of any director, officer or employee of the corporation who serves in any fiduciary capacity with respect to any profit sharing, pension or other type of welfare plan or trust for the benefit of employees of the corporation or its subsidiaries. Centex Corporation has entered into indemnification contracts with its directors and may enter into similar contracts from time to time with certain officers of Centex Corporation and its subsidiaries who are not directors of Centex Corporation. The general effect of the indemnification contracts is to provide that the indemnitees shall be indemnified to the fullest possible extent permitted by the law against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in any action or proceeding, including any action by or in the right of Centex Corporation, by reason of their service in the foregoing capacities. The indemnification contracts were approved by the stockholders of Centex Corporation at the annual meeting of stockholders held on July 16, 1986. The Second Amended and Restated Agreement of Limited Partnership of Centex Development Company, L.P., as amended (the "Limited Partnership Agreement"), provides that to the fullest extent permitted by law, Centex Development Company, L.P. will indemnify the General Partner and its directors, officers, employees and agents and persons serving on behalf of Centex Development Company, L.P. in similar capacities with other entities against liabilities, costs and expenses (including legal fees and expenses) incurred by the General Partner or such persons in connection with litigation or threatened litigation, if the General Partner or such persons acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of Centex Development Company, L.P., and such General Partner's or such other person's conduct did not constitute gross negligence or willful or wanton misconduct and, with respect to any criminal proceeding, did not have any reason to believe its conduct was unlawful. Any indemnification under these provisions will be limited to the assets of Centex Development Company, L.P. Pursuant to authority granted by the NGCL and its respective Articles of Incorporation and Bylaws, each of Centex Corporation, 3333 Holding Corporation and 3333 Development Corporation, and with respect to Centex Development Company, L.P., pursuant to the Limited Partnership Agreement, has purchased directors and officers liability insurance. The foregoing summaries are necessarily subject to the complete text of the statute, Articles of Incorporation, Bylaws and agreements referred to above and are qualified in their entirety by reference thereto. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The information required by this Item 8 is set forth in the Index to Exhibits accompanying the Registration Statements. II - 2 9 ITEM 9. UNDERTAKINGS. The undersigned Companies hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statements (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statements. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statements or any material change to such information in the Registration Statements; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Companies pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Companies' annual reports pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statements shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Companies pursuant to the foregoing provisions, or otherwise, the Companies have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Companies of expenses incurred or paid by a director, officer or controlling person of any of the Companies in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Companies will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II - 3 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 26, 1999. CENTEX CORPORATION By: /s/ DAVID W. QUINN ---------------------------------------- David W. Quinn Vice Chairman of the Board and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title --------- ----- /s/ LAURENCE E. HIRSCH Chairman of the Board, Chief Executive February 26, 1999 - -------------------------------------------------- Officer and Director (Principal Laurence E. Hirsch Executive Officer) /s/ DAVID W. QUINN Vice Chairman of the Board, Chief February 26, 1999 - -------------------------------------------------- Financial Officer and Director David W. Quinn (Principal Financial Officer) /s/ BARRY G. WILSON Controller (Principal Accounting February 26, 1999 - -------------------------------------------------- Officer) Barry G. Wilson By: /s/ LAURENCE E. HIRSCH Majority of the Board of Directors: February 26, 1999 ----------------------------------------------- Laurence E. Hirsch Individually and as Attorney in Fact*
- -------------- * Pursuant to authority granted by powers of attorney, copies of which are filed herewith II - 4 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 26, 1999. 3333 HOLDING CORPORATION By: /s/ RICHARD C. DECKER ------------------------------------- Richard C. Decker President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title --------- ----- /s/ RICHARD C. DECKER President and Chief Executive Officer February 26, 1999 - -------------------------------------------------- and Director Richard C. Decker (Principal Executive Officer) /s/ KIMBERLY A. PINSON Vice President, Treasurer, Controller February 26, 1999 - -------------------------------------------------- and Assistant Secretary Kimberly A. Pinson (Principal Financial Officer and Accounting Officer) Majority of the Board of Directors: February 26, 1999 By: /s/ RICHARD C. DECKER Richard C. Decker, Josiah O. Low, III ---------------------------------------------- and David M. Sherer Richard C. Decker Individually and as Attorney in Fact*
- -------------- * Pursuant to authority granted by powers of attorney, copies of which are filed herewith II - 5 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 26, 1999. CENTEX DEVELOPMENT COMPANY, L.P. BY: 3333 DEVELOPMENT CORPORATION, GENERAL PARTNER By: /s/ RICHARD C. DECKER -------------------------------------- Richard C. Decker President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title --------- ----- /s/ RICHARD C. DECKER President and Chief Executive Officer February 26, 1999 - -------------------------------------------------- (Principal Executive Officer) of 3333 Richard C. Decker Development Corporation /s/ KIMBERLY A. PINSON Vice President, Treasurer, Controller February 26, 1999 - -------------------------------------------------- and Assistant Secretary of 3333 Kimberly A. Pinson Development Corporation (Principal Financial Officer and Accounting Officer) Majority of the Board of Directors of February 26, 1999 By: /s/ RICHARD C. DECKER 3333 Development Corporation ---------------------------------------------- Richard C. Decker, Josiah O. Low, III Richard C. Decker and David M. Sherer Individually and as Attorney in Fact*
- -------------- * Pursuant to authority granted by powers of attorney, copies of which are filed herewith II - 6 13 INDEX TO EXHIBITS CENTEX CORPORATION AND SUBSIDIARIES
EXHIBIT FILED HEREWITH OR NUMBER Exhibit INCORPORATED BY REFERENCE ------ ------- ------------------------- 4.1 Restated Articles of Incorporation of Centex Filed herewith. Corporation ("Centex"). 4.2 By-laws of Centex. Exhibit 3.2 to Annual Report on Form 10-K of Centex (File No. 1-6776) for fiscal year ended March 31, 1993 ("Centex 1993 Form 10-K") 4.3 Specimen Centex Corporation Common Exhibit 4.3 to Form S-8 Registration Statement of Stock certificate (with tandem trading legend Centex, 3333 Holding Corporation ("Holding") and and Rights Agreement legend). Centex Development Company, L.P. ("CDC" and, together with Centex and Holding, the "Companies") dated June 2, 1997 (File Nos. 333-28229, 333-28229-01, 333-28229-02, respectively) (the "1997 Form S-8"). 4.4 Nominee Agreement, dated November 30, Exhibit 4.2 to Centex 1993 Form 10-K. 1987, by and between the Companies and The Chase Manhattan Bank, as successor nominee. 4.5 Agreement for Purchase of Warrants, dated Exhibit 4.3 to Centex 1993 Form 10-K. as of November 30, 1987, by and between Holding and Centex. 4.6 Rights Agreement, dated as of October 2, Exhibit 1 to Form 8-A Registration Statement of Centex 1996, between Centex and ChaseMellon dated October 8, 1996 (File No. 1-6776). Shareholder Services, as successor Rights Agent. 4.7 Centex Corporation Amended and Restated Filed herewith. 1987 Stock Option Plan. 4.8 Centex Corporation Stock Option Plan Exhibit 10.1 to Centex 1993 Form 10-K. 23.1 Consent of Independent Public Accountants. Filed herewith. 24a Powers of Attorney. Filed herewith.
14 INDEX TO EXHIBITS 3333 HOLDING CORPORATION AND SUBSIDIARY
EXHIBIT FILED HEREWITH OR NUMBER EXHIBIT INCORPORATED BY REFERENCE - ------ ------- ------------------------- 4.1 Articles of Incorporation of 3333 Holding Corporation Exhibit 3.2a to Amendment No. 1 dated October 14, ("Holding"). 1987 ("Amendment No. 1") to the Registration Statement of Holding on Form 10 (File No. 1-9624) dated July 12, 1987.). 4.2 By-laws of Holding, as amended. Exhibit 3.2 to Annual Report on Form 10-K of Holding (File No. 1-9624) for fiscal year ended March 31, 1993 (the "Holding 1993 Form 10-K")). 4.3 Specimen 3333 Holding Corporation Exhibit 4.1 to Amendment No. 1. Common Stock certificate. 4.4 Specimen Centex Corporation Common Exhibit 4.3 to 1997 S-8. Stock certificate (with tandem trading legend and Rights Agreement legend). 4.5 Nominee Agreement, dated as of November Exhibit 4.3 to Holding 1993 Form 10-K. 30, 1987, by and between the Companies and The Chase Manhattan Bank, as successor nominee. 4.6 Agreement for Purchase of Warrants, dated Exhibit 4.4 to Holding 1993 Form 10-K. as of November 30, 1987, by and between Holding and Centex. 23 Consent of Independent Public Accountants. Exhibit 23 of Centex Exhibits filed herewith. 24b Powers of Attorney. Filed herewith.
15 INDEX TO EXHIBITS CENTEX DEVELOPMENT COMPANY, L.P.
EXHIBIT FILED HEREWITH OR NUMBER EXHIBIT INCORPORATED BY REFERENCE ------- ------- ------------------------- 4.1 Articles of Incorporation, as amended, of 3333 Exhibit 3.2a to Amendment No. 1 dated October 14, Development Corporation. 1987 ("CDC Amendment No. 1") to the Registration Statement of CDC on Form 10 (File No. 1-9625) dated July 12, 1987 (the "CDC Registration Statement")). 4.2 By-laws of 3333 Development Corporation, as Exhibit 3.2 to Annual Report on Form 10-K of CDC amended. (File No. 1-9625) for fiscal year ended March 31, 1993 (the "CDC 1993 Form 10-K")). 4.3 Certificates of Limited Partnership of CDC. Exhibit 4.1 to the CDC Registration Statement. 4.4 Second Amended and Restated Agreement of Exhibit 4.4 to Form S-8 Registration Statement of Limited Partnership of CDC. Centex, 3333 Holding Corporation and Centex Development Company, L.P. dated June 1, 1998 (File Nos. 333-5717, 333-5717-01 and 333-5717-02, respectively) ("1998 Form S-8"). 4.5 Amendment No. 1 to Second Amended and Filed herewith. Restated Agreement of Limited Partnership of CDC. 4.6 Specimen certificate for Class A limited Exhibit 4.3 to the CDC Registration Statement. partnership units. 4.7 Specimen certificate for Class B limited Exhibit 4.4 to the CDC Registration Statement. partnership units. 4.8 Specimen certificate for Class C limited Exhibit 4.7 to the 1998 Form S-8. partnership units. 4.9 Warrant Agreement, dated as of November 30, Exhibit 4.5 to CDC 1993 Form 10-K 1987, by and between CDC and Centex. 4.10 Specimen warrant certificate. Exhibit 4.6 to Amendment No. 3 dated November 24, 1987 to the CDC Registration Statement. 4.11 Specimen Centex Corporation Common Stock Exhibit 4.3 to 1997 S-8. certificate (with tandem trading legend and Rights Agreement legend). 4.12 Nominee Agreement, dated as of November 30, Exhibit 4.8 to CDC 1993 Form 10-K. 1987, by and between the Companies and The Chase Manhattan Bank, as successor nominee. 4.13 Agreement for Purchase of Warrants, dated as Exhibit 4.9 to CDC 1993 Form 10-K. of November 30, 1987, by and between CDC and Centex. 4.14 Form of Operating Partnership Agreement. Exhibit 4.9 to the CDC Registration Statement. 23 Consent of Independent Public Accountants. Exhibit 23 of Centex Exhibits filed herewith. 24c Powers of Attorney. Filed herewith.
EX-4.1 2 RESTATED ARTICLES OF INCORPORATION OF CENTEX 1 CENTEX CORPORATION EXHIBIT 4.1 RESTATED ARTICLES OF INCORPORATION OF CENTEX CORPORATION FIRST: The name of the corporation is CENTEX CORPORATION. SECOND: Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada. The name and address of its resident agent is The Corporation Trust Company, One East First Street, Reno, Nevada. THIRD: The purpose of the Corporation is to engage in any lawful act, activity and/or business for which corporations may be organized under the General Corporation Laws of the State of Nevada. FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to Issue is Fifty Five Million (55,000,000). All such shares are to have a par value and are classified as (i) Five Million (5,000,000) shares of Preferred Stock (the "Preferred Stock"), each share of such stock having such par value as the Board of Directors of the Corporation may from time to time designate in the resolutions providing for the issuance thereof, as hereinafter provided, and (ii) Fifty Million (50,000,000) shares of Common Stock (the "Common Stock"), each share of such stock having a par value of $.25. The designations and the powers, preferences, rights, qualifications, limitations and restrictions of the Preferred Stock and the Common Stock of the Corporation are as follows: A. Provisions Relating to the Preferred Stock. 1. The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof as are stated and expressed herein and in the resolution or resolutions providing for the issue of such class or series adopted by the Board of Directors as hereafter prescribed. 2. Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following: (i) Whether or not the class or series is to have voting rights, full or limited, or is to be without voting rights; 2 (ii) The number of shares to constitute the class or series and the designations thereof; (iii) The par value, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series; (iv) Whether or not the shares of any class or series shall be redeemable and if redeemable the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption; (v) Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking fund or funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof; (vi) The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate; (vii) The preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation; (viii) Whether or not the shares of any class or series shall be convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same of any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and (ix) Such other special rights and protective provisions with respect to any class or series as may to be Board of Directors deem advisable. 3. The shares of each class or series of the Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and 2 3 unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such class or series, and the shares subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock. 4. The shares of Preferred Stock, Series A, heretofore authorized in resolutions adopted by Unanimous Written Consents of the Board of Directors, dated February 17, 1970, and November 13, 1970, the shares of Preferred Stock, Series B, heretofore authorized in resolutions adopted by Unanimous Written Consent of the Board of Directors, dated February 17, 1970, and the shares of Preferred Stock, Series C, heretofore authorized in resolutions adopted by Unanimous Written Consent of the Board of Directors dated June 24, 1970, shall, notwithstanding anything else to the contrary, have the following voting power and privileges: A. Each holder of Preferred Stock, Series A, Preferred Stock, Series B, or Preferred Stock, Series C, shall be entitled to one vote on each matter submitted to a vote of the stockholders for each whole share of Common Stock into which each share of Preferred Stock standing in such holder's name on the records of the Corporation is convertible, irrespective of whether or not the conversion privilege may be exercised by the holder of such Preferred Stock as of the record date for the determination of stockholders entitled to vote on each matter at the meeting of the stockholders called and held for such purpose. B. Provisions Relating to the Common Stock. 1. Except as otherwise required by law, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder's name on the records of the Corporation on each matter submitted to a vote of the stockholders. 2. Subject to the rights of the holders of the Preferred Stock, the holders of the Common Stock shall be entitled to receive when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends payable in cash, stock or otherwise. 3. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock shall have been paid in full the amounts to which they shall be entitled (if any), or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Preferred Stock. 3 4 C. General. 1. Subject to the provisions of law and the foregoing provisions of these Articles of Incorporation, the Corporation may issue shares of its Preferred Stock and Common Stock from time to time for such consideration (not less than the par value or stated value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix the same in its absolute and uncontrolled discretion subject to the foregoing conditions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon and the holders of such shares shall not be liable for any further payments in respect of such shares. 2. No stockholder of this Corporation shall have, by reason of his holding shares of any class of stock of this Corporation, any preemptive or preferential rights to purchase or subscribe for any other shares (including treasury shares) of any class of this Corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder. 3. Cumulative voting by any stockholder is hereby expressly denied. FIFTH: The members of the governing board shall be styled "directors" and the number thereof shall be not less than three (3) nor more than thirteen (13), the exact number to be fixed as provided by the Bylaws of the Corporation, provided that the number so fixed as provided by the Bylaws may be increased or decreased within the limits above specified from time to time as provided by the Bylaws. The names and post office addresses of the first Board of Directors, which shall consist of three (3) members, are as follows:
Name Address ---- ------- Frank M. Crossen 4600 Republic National Bank Tower Dallas, Texas 75201 Paul R. Seegers 4600 Republic National Bank Tower Dallas, Texas 75201 E. L. Higgins 4600 Republic National Bank Tower Dallas, Texas 75201
SIXTH: The names and post office addresses of each of the incorporators signing the Articles of Incorporation are as follows: 4 5
Name Address ---- ------- Donald L. Carano 2520 Faretto Drive Reno, Nevada 89502 Linda A. Barozzi 3485 Bryan Street Reno, Nevada 89503 Marilyn Hart 19765 Miner Lane Reno, Nevada 89502
SEVENTH: The Corporation shall have perpetual existence. EIGHTH: The Board of Directors is expressly authorized to make, repeal, alter, amend or rescind the Bylaws of the Corporation. The stockholders of the Corporation shall not make, repeal, alter, amend or rescind the Bylaws of the Corporation except by the vote of the holders of 66 2/3 percent or more of the combined voting power of the then outstanding shares of stock of all classes and series of the Corporation entitled to vote generally in the election of directors, voting together as a single class. In addition to any requirement of law and any other provisions of these Articles of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article Fourth of these Articles of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of 66 2/3 percent or more of the combined voting power of the then outstanding shares of stock of all classes and series of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, this Article Eighth. NINTH: No contract or other transaction between the Corporation and any other corporation and no other act of the Corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in such contract, transaction, or other act, or are directors or officers of such corporation. Any director of the Corporation, individually or any firm or association of which any such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he individually or such firm or association is so interested shall be disclosed or shall have been known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction shall be taken; and any director of the Corporation who is a director or officer of such other corporation or who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested; every director of the Corporation being hereby relieved from any disability which might otherwise prevent him from carrying out transactions with or contracting with the Corporation for the benefit of 5 6 himself or any firm or corporation, association, trust or organization in which or with which he may be in interested or connected. TENTH: 1. Elimination of Director or Officer Liability. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer occurring on or after July 15, 1987; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this paragraph 1 of Article TENTH by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification. 2. Indemnification. (a) The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to 6 7 procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subparagraphs (a) and (b), or in defense of any claim, issue or matter therein, he must be indemnified by the Corporation against expenses (including, attorneys' fees) actually and reasonably incurred by him in connection with the defense. (d) Any indemnification under subparagraphs (a) and (b), unless ordered by a court or advanced pursuant to subparagraph (e), must be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made (1) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or (2) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or (3) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion, or (4) by the stockholders. (e) The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it shall be determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. The provisions of this subparagraph do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise. 7 8 (f) The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this paragraph 2 of Article TENTH (1) shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders disinterested directors, or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subparagraph (b) or for the advancement of expenses made pursuant to subparagraph (e), may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action, and (2) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. (g) To the extent permitted by law, the Corporation shall have power to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and any liability and expenses incurred by him in any such capacity or arising out of his status as such. ELEVENTH: The vote of stockholders of the Corporation required to approve Business Combinations (as hereinafter defined) shall be as set forth in this Article Eleventh. 1. Higher Votes Required for Certain Business Combinations. In addition to any affirmative vote required by law or by these Articles of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article Fourth of these Articles of Incorporation, and except as otherwise expressly provided in paragraph 3 of this Article Eleventh: (a) any merger or consolidation of the Corporation with (i) any Interested Stockholder or (ii) any other corporation (whether or not itself an Interested Stockholder) that is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder; or (b) any sale, lease, exchange, mortgage, pledge, transfer, or dividend or distribution (other than on a pro rata basis to all stockholders) or other disposition (in one transaction or a series of transactions) to, with or from any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder of any assets of the Corporation or of any Subsidiary having an aggregate Fair Market Value of $40,000,000 or more; or 8 9 (c) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) to any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder of any securities of the Corporation or any Subsidiary in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $40,000,000 or more, other than the issuance of securities upon the conversion of convertible securities of the Corporation or any Subsidiary that were not acquired by such Interested Stockholder (or such Affiliate or Associate) from the Corporation or a Subsidiary; or (d) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (e) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries, or any other transaction (whether or not with or into or otherwise involving any Interested Stockholder), which in any such case has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of stock or securities convertible into stock of the Corporation or any Subsidiary that is directly or indirectly beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (f) any series or combination of transactions directly or indirectly having the same effect as any of the foregoing; or (g) any agreement, contract or other arrangement providing directly or indirectly for any of the foregoing; shall not be consummated without (i) the affirmative vote of the holders of at least 66 2/3 percent of the combined voting power of the then outstanding shares of stock of all classes and series of the Corporation entitled to vote generally in the election of directors ('Voting Stock'), and (ii) the affirmative vote of a majority of the combined voting power of the then outstanding shares of Voting Stock held by Disinterested Stockholders, in each case voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by these Articles of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article Fourth of these Articles of Incorporation or in any agreement with any national securities exchange or otherwise. 2. Definition of 'Business Combination'. The term Business Combination' as used in this Article Eleventh shall mean any transaction that is referred to in any one or more of subparagraphs (a) through (g) of paragraph 1 of this Article Eleventh. 9 10 3. Exceptions to Higher Voting Requirements. The provisions of paragraph 1 of this Article Eleventh shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation and any resolution or resolutions of the Board of Directors adopted pursuant to Article Fourth of these Articles of Incorporation, if all the conditions specified in either of the following subparagraphs (a) or (b) are met: (a) all the six conditions specified in the following clauses (i) through (vi) shall have been met: (i) if the transaction constituting the Business Combination shall provide for a consideration to be received by holders of the Common Stock in exchange for all their shares of the Common Stock, the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of the Common Stock in such Business Combination shall be at least equal to the highest of the following: (A) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid in order to acquire any shares of the Common Stock beneficially owned by the Interested Stockholder that were acquired (x) within the two-year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Stockholder, whichever is higher; and (B) the Fair Market Value per share of the Common Stock on the Announcement Date or on the Determination Date, whichever is higher; and (ii) if the transaction constituting the Business Combination shall provide for a consideration to be received by holders of any class or series of outstanding Voting Stock other than the Common Stock, the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of shares of such Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this clause (a)(ii) shall be required to be met with respect to every class and series of such outstanding Voting Stock, whether or not the Interested Stockholder beneficially owns any shares of a particular class or series of Voting Stock): (A) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid in order to acquire any shares of such class or series of Voting 10 11 Stock beneficially owned by the Interested Stockholder that were acquired (x) within the two- year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Stockholder, whichever is higher; (B) (if applicable) the highest preferential amount per share to which the holders of such class or series of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation; and (C) the Fair Market Value per share of such class or series of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher; and (iii) the consideration to be received by holders of a particular class or series of outstanding Voting Stock (including the Common Stock) shall be in cash or in the same form as was previously paid in order to acquire shares of such class or series of Voting Stock that are beneficially owned by the Interested Stockholder, and if the Interested Stockholder beneficially owns shares of any class or series of Voting Stock that were acquired with varying forms of consideration, the form of consideration to be received by holders of such class or series of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class or series of Voting Stock beneficially owned by it; and (iv) after such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (A) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular dates therefor the full amount of any dividends (whether or not cumulative) payable on any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation; (B) there shall have been no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors; and 11 12 (C) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction in which it became an Interested Stockholder; and (v) after such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance provided by the Corporation whether in anticipation of or in connection with such Business Combination or otherwise; and (vi) a proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions); and/or (b) such Business Combination shall have been approved by a majority of the Disinterested Directors. 4. Certain Definitions. For purposes of this Article Eleventh: (a) A 'person' shall mean any individual, firm, group, corporation, partnership, trust or other entity or any 'person' or 'group' of persons or entities (as such terms are used in Regulation 13d under the Securities Exchange Act of 1934 (the 'Exchange Act') as in effect on May 1, 1984). (b) 'Interested Stockholder' shall mean any person (other than the Corporation or any Subsidiary) who or that: (i) is, at the date in question, the beneficial owner (as hereinafter defined), directly or indirectly, of 20 percent or more of the combined voting power of the then outstanding shares of Voting Stock; or (ii) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner (as hereinafter defined), directly or indirectly, of 20 percent or more of the combined voting power of the then outstanding shares of Voting Stock; or 12 13 (iii) is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions other than a public offering within the meaning of the Securities Act of 1933. (c) 'Disinterested Stockholder' shall mean a stockholder of the Corporation who is not an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder. (d) A person shall be a 'beneficial owner' of any Voting Stock: (i) as to which such person or any of its Affiliates or Associates is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in effect on May 1, 1984), directly or indirectly; or (ii) that such person or any of its Affiliates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote or to direct the voting of pursuant to any agreement, arrangement or understanding, or otherwise; or (iii) that are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. (e) For the purposes of determining whether a person is an Interested Stockholder pursuant to subparagraph (b) of this paragraph 4, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned by such person through application of subparagraph (d) of this paragraph 4 but shall not include any other shares of Voting Stock that may be issuable to other persons pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, exchange rights, warrants or options, or otherwise. (f) 'Affiliate' and 'Associate' shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act as in effect on May 1, 1984. (g) 'Subsidiary' shall mean any corporation more than 50 percent of whose outstanding stock having ordinary voting power in the election of directors is owned by the Corporation, by a Subsidiary or by the Corporation and one or more Subsidiaries; provided, however, that for the purposes of the definition of Interested Stockholder set forth in subparagraph (b) of this paragraph 4, the term 'Subsidiary' shall mean only a corporation of which a majority of each class of equity security 13 14 is owned by the Corporation, by a Subsidiary or by the Corporation and one or more Subsidiaries. (h) 'Disinterested Director' shall mean any member of the Board of Directors of the Corporation who is unaffiliated with, and not a nominee of, any Interested Stockholder and was a member of the Board of Directors immediately prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor to a Disinterested Director who is unaffiliated with, and not a nominee of, any Interested Stockholder and who is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors. (i) 'Fair Market Value' shall mean: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange Composite Tape, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale price or bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (B) in the case of stock of any class or series that is not traded on any securities exchange or in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such stock or property, as the case may be, on the date in question as determined by a majority of the Disinterested Directors in good faith. (j) 'Announcement Date' shall mean the date of first public announcement of the proposed Business Combination. (k) 'Determination Date' shall mean the date on which an Interested Stockholder becomes an Interested Stockholder. 5. Determinations by the Board of Directors. A majority of the Disinterested Directors of the Corporation shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article Eleventh, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another person, (d) whether the requirements of paragraph 3 of this Article Eleventh have been met with respect to any Business Combination, and (e) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination 14 15 has, an aggregate Fair Market Value of $40,000,000 or more, and the good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all purposes of this Article Eleventh. 6. No Effect on Fiduciary Obligations of Interested Stockholders. Nothing contained in this Article Eleventh shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. 7. Amendments. In addition to any requirement of law and any other provisions of these Articles of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article Fourth of these Articles of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of (i) 66 2/3 percent or more of the combined voting power of the then outstanding shares of Voting Stock and (ii) the affirmative vote of a majority of the combined voting power of the then outstanding shares of Voting Stock held by Disinterested Stockholders, in each case voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, this Article Eleventh. TWELFTH: Subject to the rights of the holders of the Preferred Stock or any other class or series of stock that may have a preference over the Common Stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Except as otherwise required by law and subject to the rights of the holders of the Preferred Stock or any other class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors or as otherwise provided in the Bylaws of the Corporation. In addition to any requirement of law and any other provisions of these Articles of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article Fourth of these Articles of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of 66 2/3 percent or more of the combined voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, this Article Twelfth. 15 16 IN WITNESS WHEREOF, Centex Corporation has caused its Vice President, Chief Legal Officer and Secretary and its Associate General Counsel and Assistant Secretary to execute this Restated Articles of Incorporation of Centex Corporation on this 23rd day of June 1993. ------------------------------ Raymond G. Smerge Vice President, Chief Legal Officer and Secretary ------------------------------ Associate General Counsel and Assistant Secretary 16 17 STATE OF TEXAS COUNTY OF DALLAS Raymond G. Smerge and James H. Graass, being first duly sworn, depose say as follows: That Raymond G. Smerge is Vice President, Chief Legal Officer and Secretary of Centex Corporation, the corporation mentioned and described in the foregoing Restated Articles of Incorporation of Centex Corporation; that James H. Graass is the Associate General Counsel and Assistant Secretary of said corporation; that said officers were authorized to execute this Certificate by resolution of the Executive Committee of the Board of Directors of said corporation duly adopted by unanimous consent of such Executive Committee on June 23, 1993; and that the foregoing instrument correctly sets forth the complete text of the Articles of Incorporation of Centex Corporation as amended to the date hereof. ------------------------------ Raymond G. Smerge Vice President, Chief Legal Officer and Secretary ------------------------------ Associate General Counsel and Assistant Secretary 17 18 STATE OF TEXAS COUNTY OF DALLAS On this 23rd day of June, 1993, personally appeared before me, a Notary Public, Raymond G. Smerge, Vice President, Chief Legal Officer and Secretary of Centex Corporation, and James H. Graass, Associate General Counsel and Assistant Secretary of Centex Corporation, who severally acknowledged that they executed the above instrument. -------------------------------------- Notary Public in and for the State of Texas. My commission expires: 5/14/96 [Seal] 18 19 CERTIFICATE OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION * * * * * * * Pursuant to the provisions of Section 78.390 of the Nevada General Corporation Law, CENTEX CORPORATION ("Corporation"), a Nevada corporation, by its Executive Vice President, Secretary and Chief Legal Officer, does hereby execute this Certificate of Amendment to its Restated Articles of Incorporation and does hereby certify as follows: 1. On February 4, 1998, the stockholders of the Corporation adopted an amendment to its Restated Articles of Incorporation whereby Article Fourth was amended to read in its entirety as follows: FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is One Hundred Five Million (105,000,000). All such shares are to have a par value and are classified as (i) Five Million (5,000,000) shares of Preferred Stock ("Preferred Stock"), each share of such stock having such par value as the Board of Directors of the Corporation may from time to time designate in the resolutions providing for the issuance thereof, as hereinafter provided, and (ii) One Hundred Million (100,000,000) shares of Common Stock (the "Common Stock"), each share of such stock having a par value of $0.25. 2. The number of shares of the Corporation that were outstanding at the time of the adoption of the above amendment to the Restated Articles of Incorporation of the Corporation was 29,690,412; the number of shares that were entitled to vote thereon was 29,690,412. 20 3. The number of shares of the Corporation that were voted for the adoption of the above amendment to the Restated Articles of Incorporation of the Corporation was 23,825,938; the number of shares that were voted against such amendment was 242,902. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on behalf of the Corporation and has caused its corporate seal to be affixed hereto this 12th day of February 1998. CENTEX CORPORATION By: ----------------------------------- Raymond G. Smerge Executive Vice President, Secretary and Chief Legal Officer [SEAL] By: ----------------------------------- Eleanor J. Thompson Assistant Secretary * * * * * * * STATE OF TEXAS } } COUNTY OF DALLAS } On this 12th day of February 1998, personally appeared before me, a Notary Public, Raymond G. Smerge, Executive Vice President, Chief Legal Officer and Secretary, and Eleanor J. Thompson, Assistant Secretary, of CENTEX CORPORATION, who acknowledged that they executed the above instrument. [SEAL] By: -------------------------------- Notary Public My commission expires: 21 [DEAN HELLER, SECRETARY OF STATE - STATE OF NEVADA, LETTERHEAD] [STAMP] [STAMP] CERTIFICATE OF CORRECTION (PURSUANT TO NRS 78.0295 AND 80.007) -REMIT IN DUPLICATE- 1. The name of the CORPORATION for which correction is being made: Centex Corporation --------------------------------------------------------------------------- 2. Description of the original document for which correction is being made: Certificate of Amendment of Restated Articles of Incorporation --------------------------------------------------------------------------- --------------------------------------------------------------------------- 3. Filing date of the original document: 02/12/1998. ------------ 4. Description of the incorrect statement and the reason it is incorrect or the manner in which the execution or other formal authentication was defective: Typographical error -- The words "the first paragraph of" were omitted from the second line of the first certification between "whereby" and "Article". 5. Correction of the incorrect statement or defective execution or authentication: 1. On February 4, 1998, the stockholders of the Corporation adopted --------------------------------------------------------------------------- an amendment to its Restated Articles of Incorporation whereby the first --------------------------------------------------------------------------- paragraph of Article Fourth was amended to read in its entirety as --------------------------------------------------------------------------- follows: --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- 6. Signature: Executive Vice President, Chief Legal Officer, General /s/ RAYMOND G. SMERGE Counsel and Secretary November 5, 1998 - --------------------- -------------------------------- -------------------- SIGNATURE OF TITLE OF OFFICER DATE CORPORATE OFFICER [SEAL] IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected. EX-4.7 3 AMENDED & RESTATED 1987 STOCK OPTION PLAN 1 EXHIBIT 4.7 CENTEX CORPORATION CENTEX CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN 1. PURPOSE The purpose of this Plan is to assist Centex Corporation, a Nevada corporation, in attracting and retaining as officers and key employees of the Company and its Affiliates, and as non-employee directors of the Company, individuals of training, experience and ability and to furnish additional incentive to such individuals by encouraging them to become owners of Shares of the Company's capital stock, by granting to such individuals Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the foregoing. 2. DEFINITIONS Unless the context otherwise requires, the following words as used herein shall have the following meanings: (a) "Plan" -- This Centex Corporation 1987 Stock Option Plan. (b) "Company" -- Centex Corporation, a Nevada corporation. (c) "Board" -- The Board of Directors of the Company as the same may be constituted from time to time. (d) "Committee" -- The Committee provided for in Section 3 of this Plan, as such Committee may be constituted from time to time. (e) "Share" -- A share of the Company's present twenty-five cents ($0.25) par value common stock and any share or shares of capital stock or other securities of the Company hereafter issued or issuable upon, in respect of or in substitution or in exchange for each present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine. (f) "Option" -- An option to purchase one or more Shares of the Company granted under and pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified Option. (g) "Optionee" -- An individual who has been granted an Option under this Plan and who has executed a written option Agreement with the Company. (h) "Affiliates" -- Any corporation or other entity which is a direct or indirect parent or subsidiary (including, without limitation, partnerships and limited liability companies) of the Company. (i) "Fair Market Value" -- If a Share is traded on one or more established market or exchanges, the mean of the opening and closing price of the Share in the primary market or exchange on which the Share is traded, and if the Share is not so traded or the Share does not trade on the relevant date, the value determined in good faith by the Board. For purposes of valuing Shares to be made subject to Incentive Options, the Fair Market Value of stock shall be determined without regard to any restriction other than one which, by its terms, will never lapse. 1 2 (j) "Agreement" -- The written agreement between the Company and the Optionee evidencing the Option granted by the Company and the understanding of the parties with respect thereto. (k) "Incentive Option" -- Stock Options that are intended to satisfy the requirements of Section 422 of the Code and Section 16 of this Plan. (l) "Nonqualified Options" -- Stock Options which do not satisfy the requirements of Section 422 of the Code. (m) "Code" -- The Internal Revenue Code of 1986, as amended from time to time. (n) "Restricted Stock" -- Shares issued pursuant to Section 19 of the Plan. (o) "Act" -- The Securities Exchange Act of 1934, as amended. (p) "Non-employee Director" -- An individual who satisfies the requirements of Rule 16b-3 promulgated under the Act. 3. ADMINISTRATION The Plan shall be administered by a committee (the "Committee") comprised of two or more Non-employee Directors appointed by the Board from time to time. The Committee shall (a) select the eligible employees or directors who are to receive Options or awards of Restricted Stock under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of Options or awards of Restricted Stock, (c) interpret the Plan, and (d) make all other determinations necessary or advisable for the administration of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. 4. SHARES SUBJECT TO PLAN (a) A maximum of 7,065,139 Shares shall be subject to grants of Options and awards of Restricted Stock under the Plan; provided that such maximum shall be increased or decreased as provided below in Section 12. (b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated; provided, however, that no Option shall be granted and no Restricted Stock shall be awarded after May 19, 2001. (c) Should any Option expire or be cancelled without being fully exercised, or should any Restricted Stock previously awarded be reacquired by the Company, the number of Shares with respect to which such Option shall not have been exercised prior to its expiration or cancellation and the number of Shares of such Restricted Stock so reacquired may again be optioned or awarded pursuant to the provisions hereof. (d) Any Shares withheld pursuant to subsection 18(c) shall not be available after such withholding for being optioned or awarded pursuant to the provisions hereof. 2 3 5. ELIGIBILITY Eligibility for the receipt of the grant of Options under the Plan shall be confined to (a) a limited number of persons who are employed by the Company, or one or more of its Affiliates and who are officers of or who, in the opinion of the Committee, hold other key positions in or for the Company or one or more of its Affiliates and (b) directors of the Company, including directors who are not employees of the Company or its Affiliates; provided that only employees of the Company or its Affiliates shall be eligible for the grant of Incentive Options. In addition, an individual who becomes a director of the Company, but who is not at the time he becomes a director also an employee of the Company, shall not be eligible for a grant of Options or an award of Restricted Stock, and shall not be eligible for the grant of an option, stock allocation, or stock appreciation right under any other plan of the Company or its affiliates (within the meaning of Rule 12b-2 promulgated under the Act) until the Board expressly declares such person eligible by resolution. In no event may an Option be granted to an individual who is not an employee of the Company or an Affiliate or a director of the Company. 6. GRANTING OF OPTIONS (a) From time to time while the Plan is in effect, the Committee may in its absolute discretion, select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its absolute discretion, determine the number of Shares to be allotted for option to each person so selected; provided, however, that the total number of Shares subject to Options granted to any one person, including directors of the Company, when aggregated with the number of Shares of Restricted Stock awarded to such person, shall not exceed 706,513 Shares. (b) Each person so selected shall be offered an Option to purchase the number of Shares so allotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as the Committee may specify. Each such person shall have a reasonable period of time, to be fixed by the Committee, within which to accept or reject the proffered Option. Failure to accept within the period so fixed may be treated as a rejection. (c) Each person who accepts an Option offered to him shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option, whereupon such person shall become a participant in the Plan. In the event an individual is granted both one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one each for the Incentive Option grants and one each for the Nonqualified Options grants. The date which the Committee specifies to be the grant date of an Option to an individual shall constitute the date on which the Option covered by such Agreement is granted. In no event, however, shall an Optionee gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual signing of the Agreement by the Company and the Optionee. 7. OPTION PRICE The option price for each Share covered by each Incentive Option shall not be less than the greater of (a) the par value of each such Share or (b) the Fair Market Value of the Share at the time such Option is granted, except as provided hereinafter. The option price for each Share covered by each Nonqualified Option shall not be less than the greater of (a) the par value of each such Share or (b) 85% of the Fair Market Value of the Share at the time the Option is granted; provided, however, that the number of Shares covered by Nonqualified Options granted under this Plan that have an option price less than the Fair Market Value of a Share at the time the respective Option is granted shall not exceed 10% of the total number of Shares authorized to be issued under this Plan. If the Company or an Affiliate 3 4 agrees to substitute a new Option under the Plan for an old Option, or to assume an old Option, by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation (any of such events being referred to herein as a "Corporate Transaction"), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the stock at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption; provided, however, in no event shall -- (a) the excess of the aggregate Fair Market Value of the Share subject to the Option immediately after the substitution or assumption over the aggregate option price of such Shares be more than the excess of the aggregate Fair Market Value of all Shares subject to the Option immediately prior to the substitution or assumption over the aggregate option price of such Shares (b) in the case of an Incentive Option, the new Option or the assumption of the old Option give the Optionee additional benefits which he would not have under the old Option; or (c) the ratio of the option price to the Fair Market Value of the stock subject to the Option immediately after the substitution or assumption be more favorable to the Optionee than the ratio of the option price to the Fair Market Value of the stock subject to the old Option immediately prior such substitution or assumption, on a Share by Share basis. Notwithstanding the above, the provisions of this Section 7 with respect to the Option price in the event of a Corporate Transaction shall, in case of an Incentive Option, be subject to the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder. In the case of an Incentive Option, in the event of a conflict between the terms of this Section 7 and the above cited statute, regulations, and rulings, or in the event of an omission in this Section 7 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length. 8. OPTION PERIOD (a) Each Option shall run for such period of time as the Committee may specify, but in no event for longer than ten (10) years from the date when the Option is granted, including the period of time provided in subsections (i) and (ii) of this subsection (a); and subject to such limits, and the further condition that, unless designated otherwise by the Committee, no Incentive Option shall become exercisable prior to one year from the date of its grant, (i) Except as provided below in this subsection (i), all rights to exercise an Option shall terminate within three months after the date the Optionee ceases to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates, or after the date the Optionee ceases to be a director of the Company, whichever may occur later, for any reason other than death, except that, (x) in the case of a Nonqualified Option which is held by an Optionee who is, on the date of cessation referred to in this clause, an officer or director of the Company (within the meanings thereof under Section 16b) of the Act), all rights to exercise such Option shall terminate within seven months after the date the Optionee ceases to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates, or, if later, after the date the Optionee ceases to be a director of the Company, for any reason other than death; and, except that, (y) the Committee, in its discretion, may provide in new Option grants or amend outstanding Options to provide an extended period of time during which an Optionee can exercise a Nonqualified Option to the maximum permissible period for which such Optionee's Option would have been exercisable in the absence of the Optionee's ceasing to be an employee of the Company and its Affiliates or 4 5 ceasing to be a director of the Company; and, except that (z) in case the employment of the Optionee is terminated for cause, the Option shall thereafter be null and void for all purposes. (ii) If the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, or ceases to be a director of the Company, whichever may occur later, by reason of his death, all rights to exercise such Option shall terminate fifteen (15) months thereafter. (iii) If an Option is granted with a term shorter than ten (10) years, the Committee may extend the term of the Option, but for not more than ten (10) years from the date when the Option was originally granted. 9. OPTIONS NOT TRANSFERABLE No Option or interest therein shall be transferable by the person to whom it is granted otherwise than by will or by the applicable laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide in the Agreement relating to the grant of an Option that the Optionee may transfer such Option, without consideration, to members of the Optionee's immediate family or to one or more trusts for the benefit of such immediate family members or partnerships in which such immediate family members are the only partners. For purposes of this Section 9, "immediate family" shall mean the Optionee's spouse, parents, children (including adopted children) and grandchildren. 10. EXERCISE OF OPTIONS (a) During the lifetime of an Optionee only he or his guardian or legal representative or transferee may exercise an Option granted to him. In the event of his death, any then exercisable portion of his Option may, within fifteen (15) months thereafter, or earlier date of termination of the Option, be exercised in whole or in part by any person empowered to do so under the deceased Optionee's will or under the applicable laws of descent and distribution. (b) At any time, and from time to time, during the period when any Option, or a portion thereof, is exercisable, such Option, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option which is partially exercised to be so exercised with respect to at least a stated minimum number of Shares. (c) Each exercise of an Option or portion or part thereof shall be evidenced by a notice in writing to the Company accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due, either in cash, by certified check or cashier's check or, with the consent of the Committee, with Shares owned by the Optionee, including an actual or deemed multiple series of exchanges of such Shares. (d) No Shares shall be issued until full payment therefor has been made, and an Optionee shall have none of the rights of a stockholder until Shares are issued to him. (e) Nothing herein or in any Agreement executed or Option granted hereunder shall require the Company to issue any Shares upon exercise of an Option if such issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or portion or part thereof, the Optionee shall give to the Company satisfactory evidence that he is acquiring such Shares for the purpose of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares subject 5 6 to the Option shall be included in a registration statement filed by the Company, or one of its Affiliates, such investment representation shall be abrogated. 11. DELIVERY OF STOCK CERTIFICATES As promptly as may be practicable after an Option, or a portion or part thereof, has been exercised as hereinabove provided, the Company shall make delivery of one or more certificates for the appropriate number of Shares. In the event that an Optionee exercises both an Incentive Option, or a portion thereof, and a Nonqualified Option, or a portion thereof, separate stock certificates shall be issued, one for the Shares subject to the Incentive Option and one for the Shares subject to the Nonqualified Option. 12. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS (a) If at any time while the Plan is in effect there shall be an increase or decrease in the number of issued and outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a stock dividend or through any recapitalization or merger or otherwise in which the Company is the surviving corporation, resulting in a stock split-up, combination or exchange of Shares of the Company, then and in each such event: (i) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the same proportion of the Company's issued and outstanding Shares shall continue to be subject to being so optioned and awarded; (ii) Appropriate adjustment shall be made in the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted, to the end that the same proportion of the Company's issued and outstanding Shares in each such instance shall remain subject to purchase at the same aggregate option price: and (iii) In the case of Incentive Options, any such adjustments shall in all respects satisfy the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder. Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or option price of Shares then subject to outstanding Options granted under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred or preference stock which would rank above the Shares subject to outstanding Options granted under the Plan; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. (b) Notwithstanding anything to the contrary above, a dissolution or liquidation of the Company, a merger (other than a merger effecting a reincorporation of the Company in another state) or consolidation in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in 6 7 which the stockholders of the parent of the Company and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of the Company and their proportionate interests therein immediately prior to the transaction), a transaction in which another corporation becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Company, or a change in control (as specified below), shall cause every Option then outstanding to become exercisable in full, subject to the limitation on the aggregate Fair Market Value of Shares that may become first exercisable during any calendar year set forth in Section 16, immediately prior to such dissolution, liquidation, merger, consolidation, transaction, or change in control, to the extent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability contained in the Agreements if (and only if) such Options have not at that time expired or been terminated. For purposes of this paragraph, a change in control shall be deemed to have taken place if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Act, becomes the beneficial owner of Shares of the Company having 50% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as a result of, or in connection with, a contested election for directors, the persons who were directors of the Company immediately before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph, in the event of any such dissolution, merger, consolidation, transaction, or change in control, the Board may completely satisfy all obligations of the Company and its Affiliates with respect to any Option outstanding on the date of such event by delivering to the Optionee cash in an amount equal to the difference between the aggregate exercise price for Shares under the Option and the Fair Market Value of such Shares on the date of such event, such payment to be made within a reasonable time after such event. 13. EFFECTIVE DATE The Plan shall be effective on May 20, 1987, the date of its adoption by the Board, but shall be submitted to the stockholders of the Company for ratification at the next regular or special meeting thereof to be held within twelve (12) months after the Board shall have adopted the Plan. If at such a meeting of the stockholders of the Company a quorum is present, the Plan shall be presented for ratification, and unless at such a meeting the Plan is ratified by the affirmative vote of a majority of the outstanding $0.25 par value common stock of the Company, then and in such event, the Plan and all Options granted under the Plan and all awards of Restricted Stock under the Plan shall become null and void and of no further force or effect. 14. AMENDMENT, SUSPENSION OR TERMINATION (a) Subject to the other terms and condition of this Plan and the limitations set forth in subsection 14(b) below, the Board may at any time amend, suspend or terminate the Plan; provided, however, that after the stockholders have ratified the Plan, the Board may not, without approval of the stockholders of the Company, amend the Plan so as to: (i) Increase the maximum number of Shares subject thereto, as specified above in Sections 4(a) and 12; or (ii) Increase the proportionate number of Shares which may be purchased pursuant to Option by any one person or awarded as Restricted Stock to any one person, as specified above in Section 6(a) or below in Section 19(a). (b) Neither the Board nor the Committee may amend the Plan or any Agreement to reduce the option price of an outstanding Option or modify, impair or cancel any existing Option without the consent of the holder thereof. 7 8 15. REQUIREMENTS OF LAW Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue Shares under any Option if the issuance thereof would constitute a violation by the Optionee or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange; and as a condition of any sale or issuance of Shares under Option the Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable to assure compliance with any such law or regulation. 16. INCENTIVE STOCK OPTIONS The Committee, in its discretion, may designate any Option granted under the Plan as an Incentive Option intended to qualify under Section 422 of the Code. Any provision of the Plan to the contrary notwithstanding, (i) no Incentive Option shall be granted to any person who, at the time such Incentive Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any Affiliate unless the purchase price under such Incentive Option is at least 110 percent of the Fair Market Value of the Shares subject to an Incentive Option at the date of its grant and such Incentive Option is not exercisable after the expiration of five years from the date of its grant, and (ii) the aggregate Fair Market Value of the Shares subject to such Incentive Option and the aggregate Fair Market Value of the shares of stock of any Affiliate (or a predecessor of the Company or an Affiliate) subject to any other incentive stock option (within the meaning of Section 422 of the Code) of the Company and its Affiliates (or a predecessor corporation of any such corporation), that may become first exercisable in any calendar year, shall not (with respect to any Optionee) exceed $100,000, determined as of the date the Incentive Option is granted. For purposes of this Section 16, "predecessor corporation" means a corporation that was a party to a transaction described in Section 424(a) of the Code (or which would be so described if a substitution or assumption under such section had been effected) with the Company, or a corporation which, at the time the new incentive stock option (within the meaning of Section 422 of the Code) is granted, is an Affiliate of the Company or a predecessor corporation of any such corporations. 17. MODIFICATION OF OPTIONS Subject to the terms and conditions of and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options granted under the Plan, or accept the surrender of Options outstanding hereunder (to the extent not theretofore exercised) and authorize the granting of new Options hereunder in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing provisions of this Section 17, no modification of an Option granted hereunder shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option theretofore granted hereunder to such Optionee under the Plan, except as may be necessary, with respect to Incentive Options, to satisfy the requirements of Section 422 of the Code. 18. AGREEMENT PROVISIONS (a) Each Agreement shall contain such provisions (including, without limitation, restrictions or the removal of restrictions upon the exercise of the Option and the transfer of shares thereby acquired) as the Committee shall deem advisable. Each Agreement shall identify the Option evidenced thereby as an Incentive Option or Nonqualified Option, as the case may be. Incentive Options and Nonqualified Options may not both be covered by a single Agreement. Each such Agreement relating to Incentive Options granted hereunder shall contain such limitations and restrictions upon the exercise of the Incentive Option as shall be necessary for the Incentive Option to which such Agreement related to constitute an incentive stock option, as defined in Section 422 of the Code. 8 9 (b) The Plan shall be annexed to each Agreement and each Agreement shall recite that it is subject to the Plan and that the Plan shall govern where there is any inconsistency between the Plan and the Agreement. (c) Each Agreement shall contain an agreement and covenant by the Optionee, in such form as the Committee may require in its discretion, that he consents to and will take whatever affirmative actions are required, in the opinion of the Board or Committee, to enable the Company or appropriate Affiliate to satisfy its Federal income tax and FICA withholding obligations. An Agreement may contain such provisions as the Committee deems appropriate to enable the Company or its Affiliates to satisfy such withholding obligations, including provisions permitting the Company, on exercise of an Option, to withhold Shares otherwise issuable to the Optionee exercising the Option to satisfy the applicable withholding obligations. (d) Each Agreement relating to an Incentive Option shall contain a covenant by the Optionee immediately to notify the Company in writing of any disqualifying disposition (within the meaning of section 421(b) of the Code) of an Incentive Option. 19. RESTRICTED STOCK (a) Shares of Restricted Stock may be awarded by the Committee to such individuals as are eligible for grants of Options, as the Committee may determine at any time and from time to time before the termination of the Plan. The total number of Shares of Restricted Stock awarded to any one person, including directors of the Company, when aggregated with the number of Shares subject to Options in favor of such person, shall not exceed shall not exceed 706,513 Shares. (b) A Share of Restricted Stock is a Share that does not irrevocably vest in the holder or that may not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the award of the Restricted Stock have been satisfied. A Share of Restricted Stock shall be subject to a minimum three-year vesting period and shall contain such other restrictions, terms and conditions as the Committee may establish, which may include, without limitation, the rendition of services to the Company or its Affiliates for a specified time or the achievement of specific goals. The Committee may, when it deems it appropriate, require the recipient of an award of Restricted Stock to enter into an agreement with the Company evidencing the understanding of the parties with respect to such award. If an individual receives Shares of Restricted Stock, whether or not escrowed as provided below, the individual shall be the record owner of such Shares and shall have all the rights of a stockholder with respect to such Shares (unless the escrow agreement, if any, specifically provides otherwise), including the right to vote and the right to receive dividends or other distributions made or paid with respect to such Shares. Any certificate or certificates representing Shares of Restricted Stock shall bear a legend similar to the following: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE TERMS OF THE CENTEX CORPORATION 1987 STOCK OPTION PLAN AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE ENCUMBERED IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF SUCH AWARD DATED , 19 . In order to enforce the restrictions, terms and conditions that may be applicable to an individual's Shares of Restricted Stock, the Committee may require the individual, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement in such form as shall be determined by the Committee. 9 10 After the satisfaction of the terms and conditions set by the Committee at the time of an award of Restricted Stock to an individual, which award is not subject to a non-lapse feature, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the individual. If an individual to whom Restricted Stock has been awarded dies after satisfaction of the terms and conditions for the payment of all or a portion of the award but prior to the actual payment of all or such portion thereof, such payment shall be made to the individual's beneficiary or beneficiaries at the time and in the same manner that such payment would have been made to the individual. The Committee may cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to any or all of the Shares of Restricted Stock awarded to an individual hereunder only upon the individual's death, disability or retirement on or after the earlier of (i) age 65 or (ii) such time as the sum of the individual's age and years of service equals 70, provided such individual is at least 55. With respect to the occurrence of any event specified in the last paragraph of Section 12, the restrictions, if any, applicable to any outstanding Shares awarded as Restricted Stock shall lapse immediately prior to the occurrence of the event. (c) Subject to the provisions of subsection 19(b) above, if an individual to whom Restricted Stock has been awarded ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, or ceases to be a director of the Company, whichever may occur later, for any reason prior to the satisfaction of any terms and conditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited by the individual and transferred to, and reacquired by, the Company or an Affiliate at no cost to the Company or the Affiliate. In such event, the individual, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates for the Shares of Restricted Stock remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company. (d) In case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that payment of Restricted Stock shall take the form of the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger. 20. GENERAL (a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes. (b) Nothing contained in the Plan, or in any Agreement, shall confer upon any Optionee or recipient of Restricted Stock the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time. (c) Neither the members of the Board nor any member of the Committee shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any Option or Restricted Stock granted under it; and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent 10 11 permitted by law and under any directors and officers liability or similar insurance coverage that may be in effect from time to time. (d) As partial consideration for the granting of each Option or award of Restricted Stock hereunder, the Optionee or recipient shall agree with the Company that he will keep confidential all information and knowledge which he has relating to the manner and amount of his participation in the Plan; provided, however, that such information may be disclosed as required by law or given in confidence to the individual's spouse, tax or financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. In the event any breach of this promise comes to the attention of the Committee, it shall take into consideration such breach, in determining whether to grant any future Option or award any future Restricted Stock to such individual, as a factor militating against the advisability of granting any such future Option or awarding any such future Restricted Stock to such individual. (e) Participation in the Plan shall not preclude an individual from eligibility in any other stock option plan of the Company or any Affiliate or any old age benefit, insurance, pension, profit sharing, retirement, bonus, or other extra compensation plans which the Company or any Affiliate has adopted, or may, at any time, adopt for the benefit of its employees or directors. (f) Any payment of cash or any issuance or transfer of Shares to the Optionee, or to his legal representative, heir, legatee, or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board or Committee may require any Optionee, legal representative, heir, legatee, or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine. (g) Neither the Committee nor the Board nor the Company guarantees the Shares from loss or depreciation. (h) All expenses incident to the administration, termination, or protection of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Affiliates. (i) Records of the Company and its Affiliates regarding an individual's period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, tenure as a director and other matters shall be conclusive for all purposes hereunder, unless determined by the Board or Committee to be incorrect. (j) The Company and its Affiliates shall, upon request or as may be specifically required hereunder, furnish or cause to be furnished, all of the information or documentation which is necessary or required by the Board or Committee to perform its duties and functions under the Plan. (k) The Company assumes no obligation or responsibility to an Optionee or recipient of Restricted Stock or his personal representatives, heirs, legatees, or distributees for any act of, or failure to act on the part of, the Board or Committee. (l) Any action required of the Company shall be by resolution of its Board or by a person authorized to act by resolution of the Board. Any action required of the Committee shall be by resolution of the Committee or by a person authorized to act by resolution of the Committee. (m) If any provision of this Plan or any Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or the Agreement, as the case may be, but such provision shall be fully severable and the Plan or the Agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein. 11 12 (n) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time and from time to time, by written notice to the other, the address which it or he had theretofore specified for receiving notices. Until changed in accordance herewith, the Company and each Optionee and recipient of Restricted Stock shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the shares of Stock to which such notice relates. (o) Any person entitled to notice hereunder may waive such notice. (p) The Plan shall be binding upon the Optionee or recipient of Restricted Stock, his heirs, legatees, and legal representatives, upon the Company, its successors, and assigns, and upon the Board and Committee, and their successors. (q) The titles and headings of Sections and paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof. (r) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Nevada except to the extent Nevada law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. (s) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural. 21. WITHHOLDING TAXES Federal, state, or local law may require the withholding of taxes applicable to gains resulting from the exercise of Nonqualified Options granted hereunder. Unless otherwise prohibited by the Committee, each participant may satisfy any such withholding tax obligation by electing (i) to tender a cash payment to the Company, (ii) to authorize the Company to withhold from the shares of stock of the Company otherwise issuable to the participant as a result of the exercise of the Nonqualified Option a number of shares having a fair market value, as of the date the withholding tax obligation arises, equal to the withholding obligations, or, at the election of the participant, up to the maximum of taxes due (the "Share Withholding Alternative"), (iii) to deliver to the Company previously acquired shares of common stock of the Company having a fair market value, as of the date the withholding tax obligation arises, equal to the amount to be withheld, or at the election of the participant, up to the maximum of taxes due, or (iv) any combination of the foregoing, provided the combination permits the payment of all withholding taxes attributable to the exercise of the Nonqualified Option. A Participant's election to pay the withholding tax obligation must be made in writing delivered to the Company before the time of exercise, or simultaneously with the exercise, of such Participant's Nonqualified Option. A valid and binding written election of the Share Withholding Alternative shall be irrevocable. A participant's failure to elect a withholding alternative prior to the time such election is required to be made shall be deemed to be an election to pay the withholding tax by tendering a cash payment to the Company. For purposes of this Section 21, the fair market value of the shares used to pay withholding taxes is the mean between the highest and lowest price quoted on the New York Stock Exchange for one share of common stock of the Company on the Tax Date. Also, as used in this Section 21, "Tax Date" shall mean the date on which a withholding tax obligation arises in 12 13 connection with an exercise of a nonqualified stock option, which date shall be presumed to be the date of exercise, unless shares subject to a substantial risk of forfeiture (as defined in section 83(c)(1) or (c)(3) of the Code) are issuable on exercise of the option and the participant does not make a timely election under section 83(b) of the Code with respect thereto, in which case the Tax Date for such shares is the date on which the substantial risk of forfeiture lapses. Fractional shares remaining after payment of the withholding taxes shall be paid to the participant in cash. 13 EX-23.1 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 CENTEX CORPORATION EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-28229, 333-28229-01, 333-28229-02, and 2-95271) of our report dated May 8, 1998, which appears at page 43 of Centex Corporation's 1998 Annual Report to Stockholders, which is incorporated by reference in the Joint Annual Report on Form 10-K of Centex Corporation, 3333 Holding Corporation, and Centex Development Company, L.P. for the year ended March 31, 1998, and to all references to our firm included in this Registration Statement on Form S-8. /s/ ARTHUR ANDERSEN LLP Dallas, Texas, February 24, 1999 EX-24.A 5 POWER OF ATTORNEY - CENTEX CORP 1 CENTEX CORPORATION EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ ALAN B. COLEMAN ------------------------------- Alan B. Coleman Director Centex Corporation 2 CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ DAN W. COOK III ----------------------------- Dan W. Cook III Director Centex Corporation 3 CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ JUAN L. ELEK --------------------------------- Juan L. Elek Director Centex Corporation 4 CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ CLINT W. MURCHISON, III ----------------------------------- Clint W. Murchison, III Director Centex Corporation 5 CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ CHARLES H. PISTOR ------------------------------------ Charles H. Pistor Director Centex Corporation 6 CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ PAUL R. SEEGERS --------------------------------- Paul R. Seegers Director Centex Corporation 7 CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and David W. Quinn, or either of such individuals, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ PAUL T. STOFFEL ---------------------------------- Paul T. Stoffel Director Centex Corporation EX-24.B 6 POWER OF ATTORNEY - 3333 HOLDING CORP. 1 3333 HOLDING EXHIBIT 24b 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Richard C. Decker, with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission, Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan (and corresponding beneficial interests in the Company's Common Stock), together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ JOSIAH O. LOW, III ----------------------------------- Josiah O. Low, III Director 3333 Holding Corporation 2 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Richard C. Decker, with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan (and corresponding beneficial interests in the Company's Common Stock), together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ DAVID M. SHERER ----------------------------- David M. Sherer Director 3333 Holding Corporation EX-4.5 7 AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED 1 CENTEX DEVELOPMENT EXHIBIT 4.5 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF CENTEX DEVELOPMENT COMPANY, L.P. This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF CENTEX DEVELOPMENT COMPANY, L.P. (the "Amendment") is made as of this 22nd day of July 1998, by and between 3333 Development Corporation, a Nevada corporation, as the General Partner ("Development"), and Centex Homes, a Nevada general partnership, as the Limited Partner ("Centex"). WHEREAS, Development and Centex entered into that certain Amended and Restated Partnership Agreement of Centex Development Company, L.P. (the "Partnership Agreement") as of the 24th day of February, 1998 with respect to Centex Development Company, L.P., a Delaware limited partnership (the "Partnership"); WHEREAS, as of the date hereof, Development is the sole general partner of the Partnership and Centex owns all of the issued and outstanding limited partnership interest of the Partnership and is the sole limited partner of the Partnership; WHEREAS, Development and Centex are mutually desirous of amending the Partnership Agreement pursuant to the terms of this Amendment; NOW, THEREFORE, for and in consideration of the premises set forth above and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties hereto, Development and Centex hereby agree as follows: 1. Pursuant to, and in accordance with, Article XV of the Partnership Agreement, Section 5.1(a)(i) of the Partnership Agreement is hereby deleted in its entirety and replaced with the following: " (i) If there is net income (i.e., if items of income and gain exceed items of deduction and loss) it shall be allocated to Class A Unit holders and Class C Unit holders, in the ratio in which, and to the extent that, cumulative distributions of Preferred Return are made or accrued through the end of such taxable year;". 2. Except as expressly amended and modified by this Amendment, the Partnership Agreement shall remain in full force and effect. - 1 - 2 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. GENERAL PARTNER: 3333 DEVELOPMENT CORPORATION, a Nevada corporation By: /s/ Richard C. Decker ------------------------------ Richard C. Decker President and Chief Executive Officer LIMITED PARTNER: CENTEX HOMES, a Nevada general partnership By: Centex Real Estate Corporation, a Nevada general partnership, Managing Partner By: /s/ Raymond G. Smerge ------------------------- Raymond G. Smerge Vice President and Secretary - 2 - EX-24.C 8 POWER OF ATTORNEY - CENTEX DEVELOPMENT CO., L.P. 1 CENTEX DEVELOPMENT EXHIBIT 24c CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Richard C. Decker, with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan (and corresponding beneficial interests in the Warrants to purchase the Company's Class B Units), together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ JOSIAH O. LOW, III -------------------------------- Josiah O. Low, III Director Centex Development Company, L.P. 2 CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Richard C. Decker, with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the reoffer of all shares of Common Stock, par value $0.25 per share, of Centex Corporation that are now held or will be held by affiliates of the Company, which shares were received or will be received by them pursuant to the exercise of stock options under the Centex Corporation Amended and Restated 1987 Stock Option Plan and/or the Centex Corporation Stock Option Plan (and corresponding beneficial interests in the Warrants to purchase the Company's Class B Units), together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 26th day of February, 1999. /s/ DAVID M. SHERER -------------------------------- David M. Sherer Director Centex Development Company, L.P. -----END PRIVACY-ENHANCED MESSAGE-----