UNITED STATES 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):
March 13, 2007 (January 5, 2007)
Centex Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Nevada
(State or other jurisdiction
of incorporation)
|
|
1-6776
(Commission File Number)
|
|
75-0778259
(IRS Employer
Identification No.) |
| |
|
|
|
|
2728 N. Harwood Street, Dallas, Texas
|
|
75201 |
(Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number including area code: (214) 981-5000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| |
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
(a) Reference is hereby made to that certain Indenture, dated as of October 1, 1998 (the
“Indenture”), between Centex Corporation (the “Company”) and The Bank of New York Trust Company
National Association (successor to JPMorgan Chase Bank, N.A. which was formerly Chase Bank of
Texas, National Association), as trustee, with respect to the Company’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 that certain Agreement of Resignation, Appointment and Acceptance, dated as of January
5, 2007, by and among the Company, The Bank of New York Trust Company National Association and U.S.
Bank National Association, (1) The Bank of New York Trust Company National Association has resigned
as trustee under the Indenture, (2) U.S. Bank National Association has been appointed as successor
trustee under the Indenture and (3) U.S. Bank National Association has accepted the appointment,
with respect to all the Company’s senior debt securities issued or to be issued under the
Indenture. The Agreement of Resignation, Appointment and Acceptance in the form in which it was
executed is filed herewith as Exhibit 4.1.
Also filed herewith as Exhibit 25.1 is the Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939 of U.S. Bank National Association.
(b) March 12, 2007, Timothy R. Eller, chairman and chief executive officer of Centex Corporation
(the “Company”), adopted a pre-arranged, systematic trading plan (the “Plan”) for the exercise of
certain stock options and sale of the underlying shares in accordance with guidelines specified by
Rule 10b5-1 under the Securities Exchange Act of 1934. Under this Plan, Mr. Eller has directed a
broker unaffiliated with the company to exercise, subject to certain conditions, options to
purchase up to 762,808 shares of Centex common stock over the period commencing March 14, 2007 and
ending March 13, 2008. The Plan has a series of laddered price triggers for the exercise of
options and the sale of the shares issued. All of the options to be exercised have expiration
dates in April 2008.
Robert S. Stewart, senior vice president — strategy and corporate development; Brian J. Woram,
senior vice president and chief legal officer; and David L. Barclay, co-president and co-chief
operating officer west region of Centex Homes (a subsidiary of the Company), executive officers of
the Company, also entered into trading plans under Rule 10b5-1 on the same date covering their
stock options expiring in April 2008. The number of shares and the termination dates for these
plans are: Mr. Stewart (44,440 shares, terminating March 10, 2008); Mr. Woram (59,550 shares,
terminating March 10, 2008); and Mr. Barclay (63,994 shares, terminating November 30, 2007).
Andrew J. Hannigan, co-president and co-chief operating officer east region of Centex Homes, an
executive officer of the Company who will be leaving on March 31, 2007, also entered into a trading
plan under Rule 10b5-1 covering 155,540 shares from stock options expiring in April 2010, which plan
will terminate on April 28, 2007.
Sales under the trading plans will be reported through appropriate filings with the Securities and
Exchange Commission. Rule 10b5-1 permits officers and directors of public companies to adopt
pre-determined plans for buying or selling specified amounts of stock. The plans may be entered
into only when an officer or director is not in possession of material, nonpublic information and
may be used to gradually diversify investment portfolios over a period of time. Similar plans may
be adopted by our officers or directors in the future. The Company does not undertake to report
Rule 10b5-1 plans that may be adopted by any of our officers or directors from time to time, or to
report any modification, termination or other activity under these trading plans, except to the
extent required by law.
2