Centex Construction Products Sets Date for Stockholders Meeting Regarding Spin-Off of Its Centex-Owned Shares
2003年12月4日 - 6:17AM
PRニュース・ワイアー (英語)
Centex Construction Products Sets Date for Stockholders Meeting
Regarding Spin-Off of Its Centex-Owned Shares DALLAS, Dec. 3
/PRNewswire-FirstCall/ -- Centex Construction Products, Inc.
announced today that its Special Meeting of Stockholders regarding
the spin-off of all of the CXP shares owned by Centex Corporation
will be held at 9:00 a.m., local time on January 8, 2004 at 2728
North Harwood, 10th floor, Dallas, Texas. The record date for the
meeting is November 28, 2003. Centex owns approximately 11.9
million shares of CXP (representing approximately 65% of the
outstanding shares of CXP). In connection with the spin-off, CXP
would reclassify its shares of Common Stock into two classes and
pay a special one-time cash dividend of $6.00 per share to all of
its stockholders (including Centex) immediately prior to the
spin-off. The two classes shall consist of a new Class B Common
Stock having the right to elect at least 85% of CXP's Board and
CXP's existing class of Common Stock having the right to elect the
remaining members of the Board. In all other respects, the rights
of the holders of the two classes will be substantially the same,
including voting on fundamental transactions affecting CXP. Subject
to stockholders' approval at the January 8, 2004 meeting, it is
anticipated that the spin-off and the cash dividend will be
completed by the end of January 2004. Stockholders will also be
voting on certain other matters at the Special Meeting. Under the
terms of the agreement reached with Centex in July 2003, CXP and
Centex agreed that the spin-off would be accomplished only on a
tax-free basis. Centex has informed CXP that it has received
approval from the Internal Revenue Service that the spin-off will
receive tax-free treatment. When the spin-off is completed, it is
anticipated that Centex stockholders will receive approximately .19
shares of CXP Common Stock for each share of Centex common stock
(consisting of approximately .15 shares of CXP's new Class B Common
Stock and .04 shares of CXP's existing class of Common Stock). The
agreement with Centex also provides that immediately prior to the
spin-off, CXP would pay a cash dividend to all of its stockholders
(including Centex) of $6.00 per share. This dividend would only be
paid in conjunction with the spin-off and will be funded
substantially through borrowings made by CXP. CXP's
debt-to-capitalization ratio after payment of the cash dividend and
after the spin-off is expected to be approximately 22%. CXP
believes that the spin-off will be beneficial to its stockholders
because, among other considerations, it will increase CXP's shares
available to be traded on a daily basis, will eliminate competition
for capital between CXP and the other businesses of Centex, and
will allow CXP management greater flexibility in dealing with the
opportunities and challenges specific to its respective businesses.
CXP has a strong balance sheet and its operations are sound and
well established. CXP is led by an experienced and talented
management and believes that its prospects are good. CXP is a
Dallas-based company that manufactures and distributes cement,
gypsum wallboard, recycled paperboard and concrete and aggregates.
Forward-Looking Statements. This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the context of the
statement and generally arise when CXP is discussing its beliefs,
estimates or expectations. These statements are not guarantees of
future performance and involve a number of risks and uncertainties.
Actual results and outcomes may differ materially from what is
expressed or forecast in such forward-looking statements. The
principal risks and uncertainties that may affect the spin-off and
related transactions include the fact that these transactions will
be subject to obtaining the stockholder and satisfaction of other
customary conditions. With respect to any discussion of the
expected performance and results of operations of Centex
Construction Products, Inc., risks and uncertainties include, but
are not limited to, the cyclical and seasonal nature of the
Company's business, public infrastructure expenditures, adverse
weather, availability of raw materials, unexpected operational
difficulties, governmental regulation and changes in governmental
and public policy, changes in economic conditions specific to any
one or more of the Company's market, competition, announced
increase in capacity in the gypsum wallboard and cement industries,
general economic conditions, and interest rates. Investors should
take such risks and uncertainties into account when making
investment decisions. These and other factors are described in the
Annual Report on Form 10-K for Centex Construction Products, Inc.
for the fiscal year ended March 31, 2003 as amended and restated by
our Annual Report on Form 10-K/A filed on November 26, 2003, and
the current Report on Form 8-K dated July 21, 2003 as amended by
Form 8-K/A filed on November 12, 2003. These reports are filed with
the Securities and Exchange Commission. Additional Information and
Where to Find It. In connection with the reclassification of its
common stock, CXP has filed a proxy statement with the Securities
and Exchange Commission and is mailing the proxy statement to its
stockholders of record eligible to vote at the Special Meeting.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ SUCH PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and
other security holders can obtain copies of the proxy statement
free of charge and may also obtain other documents filed by CXP
with the SEC by directing a request to Centex Construction
Products, Inc., Investor Relations, 2728 North Harwood, Dallas,
Texas 75201 Telephone: (214) 981-6510. You may also obtain free
copies of the proxy and other documents filed by CXP with the SEC
by accessing the SEC's website at http://www.sec.gov/ . CXP, its
directors, certain executive officers, and certain other employees
may be deemed under the rules of the SEC to be "participants in the
solicitation" of proxies from the security holders of CXP in favor
of the reclassification. CXP's directors and executive officers
beneficially own, in the aggregate, less than 2% of the outstanding
shares of CXP common stock. Security holders of CXP may obtain
additional information regarding the interests of the "participants
in the solicitation" by reading the proxy statement. DATASOURCE:
Centex Construction Products, Inc. CONTACT: Steven R. Rowley, Chief
Executive Officer, or Arthur R. Zunker, Jr., Senior Vice President
and Chief Financial Officer, both of Centex Construction Products,
Inc., +1-214-981-5000 Web site: http://www.sec.gov/ Web site:
http://www.centex-cxp.com/
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