Centex Construction Products Stockholders Approve Stock Reclassification Spin-Off Set for January 30, 2004
2004年1月9日 - 2:25AM
PRニュース・ワイアー (英語)
Centex Construction Products Stockholders Approve Stock
Reclassification Spin-Off Set for January 30, 2004 DALLAS, Jan. 8
/PRNewswire-FirstCall/ -- Centex Construction Products, Inc.
announced today that its stockholders have approved a proposal to
reclassify its shares of common stock into two classes, paving the
way for the spin-off of all of the CXP shares owned by Centex
Corporation . CXP also announced that at its Special Meeting of
Stockholders held on January 8, all of the other eight proposals
were approved by the required vote of stockholders including a
proposal to change CXP's name to Eagle Materials Inc. Under the
terms of the previously announced agreement with Centex
Corporation, CXP will reclassify 9,220,000 of the approximately 12
million shares of CXP common stock held by Centex into a new Class
B common stock having the right to elect at least 85% of the
directors of CXP. Centex will then distribute all of these Class B
shares and the remaining shares of CXP common stock held by Centex
to its stockholders on a tax-free basis. CXP will also pay the
special one-time cash dividend of $6.00 per share to all of its
shareholders (including Centex) immediately prior to the spin-off.
The record date for the cash dividend is January 13, 2004 and
payment is scheduled for January 29, 2004. It is anticipated that
the distribution of the CXP shares will take place on January 30,
2004. Upon the completion of the distribution on January 30, 2004,
CXP will also change its name to Eagle Materials Inc. and after the
distribution the Company's shares will be traded on the NYSE under
the symbols "EXP" and "EXP.B". 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). 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
satisfaction of 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. These reports are filed with the Securities and Exchange
Commission. 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.centex-cxp.com/
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