SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2002
Centex Corporation
| Nevada (State of other jurisdiction of incorporation) |
1-6776 (Commission File Number) |
75-0778259 (IRS Employer Identification No.) |
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| 2728 N. Harwood Street, Dallas, Texas (Address of principal executive offices) |
75201 (Zip code) |
Registrant’s telephone number including area code: (214) 981-5000
Not Applicable
(Former name or former address if changed from last report)
Item 5. Other Events.
Reference is hereby made to the Registrant’s Registration Statement on Form S-3 (File No. 333-83212), filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2002 and declared effective by telephonic confirmation from the Staff of the Commission thereby on March 1, 2002 (the “Registration Statement”), pursuant to which the Registrant registered $1,500,000,000 aggregate initial offering price of its securities, for offer and sale in accordance with applicable provisions of the Securities Act of 1933, as amended.
On November 15, 2002, the Registrant entered into a Terms Agreement (the “Terms Agreement”) with Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc. (collectively, the “Placement Agents”), in connection with the public offering by the Placement Agents of $35,000,000 aggregate principal amount of the Registrant’s 5.461% Senior Notes due 2007 (the “Notes”), covered by the Registration Statement. The Terms Agreement in the form in which it was executed is filed herewith as Exhibit 1.1.
The Registrant has previously entered into an Indenture, dated as of October 1, 1998 (the “Indenture”), with JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as trustee (the “Trustee”), with respect to the Registrant’s senior debt securities. A copy of the Indenture in the form in which it was executed was filed as Exhibit 4.1 to the Registrant’s Form 8-K (Date of Event: October 21, 1998) filed October 30, 1998, and is incorporated herein by reference.
Pursuant to the Indenture, the Registrant and the Trustee will enter into an Indenture Supplement No. 11 (the “Indenture Supplement”) which will provide for the issuance of the Notes. A copy of the Form of Indenture Supplement is filed herewith as Exhibit 4.2.
Item 7. Financial Statements and Exhibits.
| Exhibit | ||||
| Number | Description | |||
| 1.1 | Terms Agreement, dated November 15, 2002, between Centex Corporation and Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc. | |||
| 4.1 | Indenture dated October 1, 1998 between Centex Corporation and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) (filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 21, 1998 and incorporated herein by reference). | |||
| 4.2 | Form of Indenture Supplement No. 11 dated as of November 20, 2002 with respect to the Notes, to be entered into by Centex Corporation and JPMorgan Chase Bank. | |||
| 5.1 | Opinion of Raymond G. Smerge, Esq. | |||
| 12.1 | Computation of Earnings to Fixed Charges. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CENTEX CORPORATION | ||||
| By: | /s/ Vicki A. Roberts | |||
| Name: Vicki A. Roberts Title: Vice President and Treasurer |
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Date: November 20, 2002.
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EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 1.1 | Terms Agreement, dated November 15, 2002, between Centex Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc. | |||
| 4.1 | Indenture dated October 1, 1998 between Centex Corporation and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) (filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 21, 1998 and incorporated herein by reference). | |||
| 4.2 | Indenture Supplement No. 11 dated as of November 20, 2002 with respect to the Senior Debt Securities, between Centex Corporation and JPMorgan Chase Bank. | |||
| 5.1 | Opinion of Raymond G. Smerge, Esq. | |||
| 12.1 | Computation of Earnings to Fixed Charges. |