- Filing of certain prospectuses and communications in connection with business combination transactions (425)
05 8월 2009 - 2:53AM
Edgar (US Regulatory)
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
Investor Conference Call
Second Quarter 2009
August 4, 2009
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Forward Looking Statements
Certain statements in this presentation constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve
known risks, uncertainties and other factors that may cause the actual results, performance or
achievements of the Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Such factors include, among
other things, (1) interest rate changes and the availability of mortgage financing; (2) continued
volatility and potential further deterioration in the debt and equity markets; (3) competition; (4) the
availability and cost of land and other raw materials used by the Company in its homebuilding
operations; (5) the availability and cost of insurance covering risks associated with the Company's
business; (6) shortages and the cost of labor; (7) adverse weather conditions which may slowdown
the construction of, or damage, new homes built by the Company; (8) slow growth initiatives and/or
local building moratoria; (9) the ability to utilize net operating losses, built-in losses and other tax
credit carryforwards; (10) 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; (11) changes in consumer confidence and preferences; (12)
terrorist acts and other acts of war; (13) the failure of Centex's stockholders to approve the proposed
merger; (14) the failure of Pulte's stockholders to approve either the charter amendment increasing
the number of authorized shares of Pulte's common stock or the issuance of Pulte's common stock
to Centex stockholders; (15) the possibility that the proposed transaction does not close, including,
but not limited to, due to the failure to satisfy the closing conditions; (16) 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; (17) the risk that the Pulte and Centex businesses will not
be integrated successfully; (18) disruption from the proposed transaction making it more difficult to
maintain business and operational relationships; and (19) other factors of national, regional and
global scale, including those of a political, economic, business and competitive nature. See the
Company's Annual Report on Form 10-K and Annual Report to Shareholders for the year ended
December 31, 2008 and other public filings with the Securities and Exchange Commission for a
further discussion of these and other risks and uncertainties applicable to Pulte's business. Pulte
undertakes no duty to update any forward-looking statement whether as a result of new information,
future events or changes in Pulte's expectations.
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Additional Information
In connection with the proposed transaction, Pulte and Centex each filed with the SEC
a definitive joint proxy statement, which also constitutes a prospectus of Pulte. The
joint proxy statement/prospectus was mailed to Pulte shareholders and Centex
stockholders on or about July 21, 2009. Before making any voting or investment
decision, investors are urged to read the definitive joint proxy statement/prospectus
because it contains 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 SEC's website at www.sec.gov, by accessing Pulte's 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 Centex's 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 Pulte's directors and executive officers in its definitive proxy
statement filed with the SEC on April 7, 2009. You can find information about Centex's
directors and executive officers in its Form 10-K/A filed with the SEC on July 28, 2009.
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.
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Successfully Navigating Challenging Market
Conditions
Sequential gains in results
Q2 net new orders
increased 11% from Q1
Cancellation rates stable
Community count reduced
by 9.47%
Backlog value at $1.1 billion
Unsold inventory 24% lower
Cash at $1.6 billion
Reduced senior notes by
$192.9 million during the
quarter
Positive cash flow from
operations in the quarter
Focused on key drivers and
metrics
Maintain balance sheet
strength and flexibility
Need to return to profitability
as quickly as possible
Implementing initiatives
aimed at improving margins
Actions to reduce SG&A
Homebuilding SG&A reduced
by $64 million relative to
same period last year
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Update on Centex Merger
Special meetings of shareholders for both companies
scheduled for August 18, 2009
SEC reviews completed and proxy materials mailed
Companies have undertaken extensive integration
planning work to help ensure realization of targeted
operating and financial benefits
Continue to target $350 million in synergies
Eliminate corporate overhead: ~$100 million
Consolidate field overhead: ~$150 million
Interest on debt repayment: ~$100 million
Vision is for merger to accelerate company's
achievement of key business and financial objectives
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Q2 2009 Consolidated Results
Consolidated revenues declined 58% to $678.6 million
Loss before income taxes of $186.9 million, compared
with $215.2 million for Q2 2008
Q2 2009 net loss of $0.74 per share vs. a net loss of
$0.63 for prior year quarter
For Q2 2009, homebuilding pretax loss of $187.5 million
inclusive of approximately $119.3 million of inventory
impairments and other land-related charges
For the prior year quarter, homebuilding pretax loss was
$221.3 million, inclusive of $220.1 million of inventory
impairments and other land-related charges
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Q2 2009 Selected Financial Data
Three Months Ended
June 30, Three Months Ended
June 30,
2009 2008 2009 2008
Homebuilding House Sale Revenues ($ millions) $ 654 $ 1,555
Homebuilding Pre-Tax Loss ($ millions) $ (187) $ (221)
Homebuilding SG&A Expenditures ($ millions) $ 114 $ 178
Backlog (Units) 3,916 8,254
Backlog ($ millions) $ 1,061 $ 2,432
Financial Services Pre-Tax Income (Loss) ($ millions) $ (9) $ 11
Loss Before Income Taxes ($ millions) $ (187) $ (215)
Net Loss Per Share $ (0.74) $ (0.63)
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Balance Sheet
Jun. 30, 2009 Dec. 31, 2008
Debt - to - Cap 58% 53%
Net Debt - to - Cap 38% 35%
Shareholders' Equity
($ billions) $2.1 $2.8
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Q2 2009 Impairment and Land-Related Charges
($ in millions)
Segment Inventory
Impairments Net Realizable Value Deposits and Pre-Acquisition Costs Joint
Venture Impairments Total
Atlantic Coast $ 16 $ 5 $ - $ - $ 21
Gulf Coast 31 2 - - 33
Midwest 7 - - - 7
Southwest 21 - - - 21
California 24 - - - 24
*Other 10 - - 3 13
Total $ 109 $ 7 $ - $ 3 $ 119
* Includes the write-off of capitalized interest related to land and community
valuation adjustments and impairments related to joint ventures located in
Puerto Rico.
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Q2 2009 YTD
June 2009
Cash at Beginning of Period $ 1,746 $ 1,655
Federal Income Tax Refund - 362
Senior Note Repurchases (179) (179)
Cash Flow, Net 69 (202)
Cash at June 30, 2009 $ 1,636 $ 1,636
Summary of Changes in Cash
($ in millions)
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Centex (NYSE:CTX)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Centex (NYSE:CTX)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
Qwest Corp. 7.00% Notes Due 2052 (뉴욕 증권거래소)의 실시간 뉴스: 최근 기사 0
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