e425
Filed by Pulte Homes, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Centex Corporation
Commission File No. for Registration Statement
on Form S-4: 333-158974
The following document was distributed to employees of Pulte Homes, Inc. and employees of Centex
Corporation.
June 2, 2009
Fellow Employees of Pulte Homes and Centex:
In working through the early stages of the integration planning process, I have gained an even
greater appreciation for the power of this merger. I can clearly see the potential to dramatically
change the industry landscape and create a homebuilding operation that consistently delivers
unmatched quality, value and service to our customers, while creating expanded career opportunities
for our employees.
As Richard and Tim outlined in last weeks email, we are continuing to make excellent progress in
mapping out what the combined companies will look like after the merger is complete. Homebuilding
operations will be aligned within six geographic areas, each headed by an Area President. The six
Area Presidents and their respective regions are as follow:
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Casey Hill, Southeast: Charlotte, Raleigh, South Carolina Coastal, Georgia, Tennessee |
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Harmon Smith, Gulf Coast: Dallas/Ft. Worth, San Antonio, Central Texas, Houston, North
Florida, Central Florida, South Florida |
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Patrick Beirne, Midwest: Michigan, Cleveland, Indianapolis, Illinois, Minnesota, St. Louis,
Colorado |
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John Chadwick, Southwest: New Mexico, Las Vegas, Phoenix East, Phoenix West, Tucson |
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Steve Kalmbach, West: Pacific Northwest, Sacramento/Reno, Bay Area/ Central Valley,
Southern California |
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Decision Pending, Northeast: New England, Metro New York and New Jersey, Delaware Valley,
D.C. Metro |
The areas were assembled based on several criteria, including the aggregate size of the
homebuilding assets and overall geographic span associated with those assets. A map showing a
breakdown of the regions will be posted on each companys internal website, along with a copy of
this letter.
In addition to these six Area Presidents, Tony Koblinski has been named Vice President of
Homebuilding Operations. We are also in the process of filling the position of Vice President
Strategy and Program Management, and will look to announce this in the near future. Where
possible, individuals not selected for these named roles may be considered for other opportunities
within the combined organization.
From now until the merger close, and in some cases beyond, the outgoing leaders will continue to be
active partners in our organization. On behalf of Richard, Tim and me, we sincerely thank those
departing who
have contributed so significantly to their respective organizations and for their leadership as we
integrate the two companies.
Over the coming days and weeks, the Area Presidents will be building their staffs. We have a
defined process for identifying, evaluating and selecting individuals from both organizations to
staff the various teams. Let me state what we know, but are always reluctant to say...it is a
reality that any merger results in duplicate jobs, some of which will be eliminated. Where
possible, we will try to find other opportunities that may be appropriate. Failing that, we are
committed to treating each individual with respect and will offer severance to eligible employees.
The homebuilding industry has experienced unprecedented pressure over the past two years, but Pulte
Homes and Centex have remained industry leaders throughout this period because of your hard work
and commitment. We ask that you continue to bring this passion each day and remain focused on
serving our customers. It is easy to get distracted during a merger, but we cant allow that to
happen.
Merging two companies is never easy, but I see the talent and drive within our organizations to
turn the potential of this merger into a powerful business reality. I want to thank each of you
for your contributions which have put Pulte Homes and Centex on the verge of this historic
combination. We will provide additional updates throughout this process and will do our best to
answer questions as we can. Should you have questions, please speak with your manager or submit
them through the merger integration section on TeamCentex (for Centex employees) or send an email
to corporate.communications@pulte.com (for Pulte employees).
Sincerely,
Steve Petruska
Executive Vice President and
Chief Operating Officer
Pulte Homes
Forward-Looking Statements
This document includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements may include, but are not limited to, statements about the benefits of the
proposed transaction, including future financial and operating results, and the combined companys
plans, objectives, expectations and intentions. These statements are subject to a number of risks,
uncertainties and other factors that could cause our actual results, performance, prospects or
opportunities, as well as those of the markets we serve or intend to serve, to differ materially
from those expressed in, or implied by, these statements. You can identify these statements by the
fact that they do not relate to matters of a strictly factual or historical nature and generally
discuss or relate to forecasts, estimates or other expectations regarding future events. Generally,
the words believe, expect, intend, estimate, anticipate, project, may, can,
could, might, will and similar expressions identify forward-looking statements, including
statements related to expected operating and performing results, planned transactions, planned
objectives of management, future developments or conditions in the industries in which we
participate and other trends, developments and uncertainties that may affect our business in the
future.
Such risks, uncertainties and other factors include, among other things: the ability to obtain
regulatory approvals of the merger on the proposed terms and schedule contemplated by the parties;
the failure of Centexs stockholders to approve the merger agreement; the failure of Pultes
shareholders to approve either the charter amendment or the issuance of shares in the merger; the
possibility that the proposed transaction does not close, including due to the failure to satisfy
the closing conditions; the possibility that the expected efficiencies and cost savings of the
proposed transaction will not be realized, or will not be realized within the expected time period;
the risk that the Pulte and Centex businesses will not be integrated
successfully; disruption from the proposed transaction making it more difficult to maintain
business and operational relationships; interest rate changes and the availability of mortgage
financing; continued volatility in, and potential further deterioration of, the debt and equity
markets; competition within the industries in which Pulte and Centex operate; the availability and
cost of land and raw materials used by Pulte and Centex in their homebuilding operations; the
availability and cost of insurance covering risks associated with Pultes and Centexs businesses;
shortages and the cost of labor; adverse weather conditions which may slowdown the construction of,
or damage, new homes built by Pulte or Centex; slow growth initiatives and/or local building
moratoria; the ability to utilize net operating losses, built-in losses and other tax credit
carryforwards; governmental regulation, including the effects from the Emergency Economic
Stabilization Act, the American Recovery and Reinvestment Act and the interpretation of tax, labor
and environmental laws; changes in consumer confidence and preferences; terrorist acts and other
acts of war; and other factors of national, regional and global scale, including those of a
political, economic, business and competitive nature. See Pultes and Centexs Annual Reports on
Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2008 and March
31, 2009, respectively, and other public filings with the Securities and Exchange Commission (the
SEC) for a further discussion of these and other risks and uncertainties applicable to our
businesses. Neither Pulte nor Centex undertakes any duty to update any forward-looking statement
whether as a result of new information, future events or changes in our respective expectations.
Additional Information
In connection with the proposed transaction Pulte has filed with the SEC a registration statement
on Form S-4 that includes a preliminary joint proxy statement of Pulte and Centex that also
constitutes a prospectus of Pulte. At the appropriate time, Pulte and Centex will mail the
definitive joint proxy statement/prospectus to their respective shareholders. Before making any
voting or investment decision, investors are urged to read the definitive joint proxy
statement/prospectus when it becomes available because it will contain important information about
the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SECs website at www.sec.gov, by accessing Pultes website at
www.pulte.com under the heading Investor Relations and from Pulte by directing a request to Pulte
Homes, Inc., 100 Bloomfield Hills Parkway Suite 300, Bloomfield Hills, Michigan 48304, Attention:
Investor Relations, and by accessing Centexs website at www.centex.com under the heading
Investors and from Centex by directing a request to Centex Corporation Investor Relations, P.O.
Box 199000, Dallas, Texas 75219-9000.
Pulte and Centex and their respective directors and executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about Pultes directors and executive
officers in its definitive proxy statement filed with the SEC on April 7, 2009. You can find
information about Centexs directors and executive officers in its definitive proxy statement filed
with the SEC on June 6, 2008. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available. You can obtain free copies of these
documents from Pulte and Centex using the contact information above.