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
Company Contacts
For Pulte Homes: Jim Zeumer
(248) 433-4502
email: jim.zeumer@pulte.com
For Centex Corporation: Matthew G. Moyer
(214) 981-6901
or
David Webster
(214) 981-6982
PULTE HOMES AND CENTEX SET MEETING DATE FOR SHAREHOLDER VOTE ON MERGER
Bloomfield
Hills, Mich. and Dallas, Tex., July 17, 2009 Pulte Homes, Inc. (NYSE: PHM) and
Centex Corporation (NYSE: CTX) today announced that the companies have scheduled their respective
special meeting of shareholders for August 18, 2009. The primary purpose of the meetings is to
allow each companys shareholders to vote on the proposed merger between Pulte Homes and Centex.
Having been notified by the Securities and Exchange Commission that the registration statement
on Form S-4 has been declared effective, both Pulte Homes and Centex expect to mail definitive
proxy materials to their respective shareholders on July 21, 2009. The companies had each
previously set a record date of July 10, 2009, to determine shareholders eligible to vote at their
respective meetings.
On April 8, 2009, Pulte Homes and Centex announced that they had entered into a definitive
merger agreement under which Pulte and Centex will combine in a stock-for-stock transaction. At
the time of announcement, the transaction was valued at $3.1 billion, including $1.8 billion of net
debt. Under the terms of the agreement, Centex shareholders will receive 0.975 shares of Pulte
common stock for each share of Centex they own.
About Pulte Homes
Pulte Homes, Inc., based in Bloomfield Hills, Mich., is one of Americas largest home building
companies with operations in 49 markets and 25 states. During its 59-year history, the company has
delivered more than 500,000 new homes. Since 2000, Pulte Homes operations have earned more
top-three finishes than any other homebuilder in the annual J.D. Power and Associates New-Home
Builder Customer Satisfaction Studysm. Under its Del Webb brand, Pulte is the nations
largest builder of active adult communities for people age 55 and older. Its DiVosta Homes brand is
renowned in Florida for its distinctive master-planned communities. Pulte Mortgage LLC is a
nationwide lender offering Pulte customers a wide variety of loan products and superior service.
Websites: www.pulte.com;
www.delwebb.com; www.divosta.com
About Centex
Dallas-based Centex, founded in 1950, is one of the nations leading home building companies. Its
leading brands include Centex Homes, Fox & Jacobs Homes and CityHomes. In addition to its home
building operations, Centex also offers mortgage and title services. Centex has ranked among the
top three builders on FORTUNE magazines list of Americas Most Admired Companies for 10 straight
years and is a leader in quality and customer satisfaction.
Website: www.centex.com
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 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.