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 delivered to employees of Pulte Homes, Inc. and Centex Corporation on
May 26, 2009.
Team:
The pending merger and planning for the related integration process between our two companies
continues to move forward at an exciting pace. Since announcing this transaction on April
8th, teams of individuals throughout both organizations have been working tirelessly to
ensure that this merger achieves the operating and financial goals which make this combination so
compelling.
The process is moving very quickly, enabling us to stay on track for completing the pending merger
of Pulte Homes and Centex in the calendar third quarter 2009. As there have been a number of
important decisions and actions implemented recently, we wanted to update everyone on some of the
events.
First, the senior management team has been named and includes:
Steve Petruska: EVP and Chief Operating Officer
Roger Cregg: EVP and Chief Financial Officer
Jim Ellinghausen: EVP, Human Resources
Debra Still: President and CEO, Pulte Mortgage
Steve Cook: SVP, General Counsel and Secretary
TBD: Chief Marketing Officer (outside search underway)
All of the above will report to Richard. These appointments will become effective upon the
anticipated closing of the merger transaction. Until the merger concludes, we will continue to
operate our companies as separate businesses.
After extensive review and discussion among both executive teams, selections related to a number of
other critical leadership positions are being finalized. Additionally, we determined the general
organizational structure through which the combined field operations will be managed. More
information on the organization structure, the area presidents and other operating leadership will
be announced by Steve Petruska in the coming days.
In addition to our internal decisions, on May 22nd we also reached a milestone in the
formal merger process when the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act expired. This expiration means that we cleared another hurdle and are one step
closer to completing the proposed merger.
We are also pleased to announce that we retained the services of Booz & Company, a recognized
global leader in management consulting, to assist us with merger planning and integration. Booz
has assisted numerous Fortune 500 companies in similar transactions and brings invaluable expertise
in the areas of integration planning and performance tracking.
Through the tremendous efforts of everyone involved with this integration planning process, we have
made significant strides over the past six weeks. We recognize that, while this is an exciting
time in the history of our two companies, as we prepare to streamline and integrate our operations,
some individuals will not have a position in the Company. Where possible, we will try to find
other opportunities that may be appropriate. Where that isnt possible, we are committed to
treating each individual with respect and will offer severance to eligible employees.
We know you have questions about the merger, the integration, and, probably most central in your
thoughts, your future. Although many of the details are still to be finalized, we will do our best
to answer your questions and encourage you to speak with your manager or submit a question through
the merger integration section on TeamCentex (for Centex employees) or InsidePulte (for Pulte
employees).
We remain committed to keeping you informed on the merger process and will provide updates as
appropriate in the future. In the interim, we thank each of you for your contributions that have
put Pulte Homes and Centex in the position to undertake this historic combination.
Sincerely,
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Richard Dugas
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Tim Eller |
President and CEO
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Chairman and CEO |
Pulte Homes
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Centex |
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.