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
The following document is the script of a video message delivered to employees of Pulte Homes, Inc.
on May 7, 2009.
Hello Team Pulte. This is Richard Dugas and I want to update you on progress were making with our
proposed merger with Centex Corporation.
First, Im happy to say that our Integration Leadership Team is busy working on several key
decisions affecting how we will proceed with the integration of our two companies. That team
consists of myself, Tim Eller, Chairman and CEO of Centex, and our Chief Operating Officer Steve
Petruska. Weve reviewed, discussed and are reaching agreement on key components in three primary
areas:
The first is ORGANIZATION DESIGN AND LEADERSHIP SELECTION.
We are working, as I speak, on how our headquarters and field organization should be structured.
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We have set the criteria to be used in selecting leadership at the Tier One level, or
those individuals reporting to the Senior Leadership Team; |
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Next, were establishing how Tier One leaders will be involved in the selection of their
direct reports at the Tier Two level; |
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Then, were determining how Tier Two-level leaders will be involved in the selection of
Tier Three personnel. |
We have established the standards for all selection decisions and those decisions are expected to
be made between now and early July.
The Second Primary Area of focus is KEY BUSINESS PROCESSES.
Here, we are looking at how both organizations approach common processes, including construction
and purchasing, sales and marketing, and mortgage and title.
Weve assigned functional leaders from both companies to make recommendations on how best to
integrate those processes, create transition plans, and establish functional guidelines. They will
also determine financial benefits to be achieved and transition costs, theyll set milestones and
accountability standards, identify potential risks, and determine how best to mitigate issues that
arise. Initial decisions in this area are expected to be made sometime in June.
The Third Primary Area of focus is PRE-CLOSING PLANNING, COMMUNICATION AND ISSUE
RESOLUTION.
Here, we will determine things like scheduling and planning, communicating information, resolving
issues, and, most importantly, developing a gameplan for running our business in a unified manner
as soon as the transaction closes.
To put all of this together, weve selected Jim Ellinghausen, Pultes Executive Vice President of
Human Resources, as project lead for the Integration. Providing support to Jim on behalf of Centex
is Bob Stewart, their Senior Vice President of Sales, Marketing and Corporate Development.
Jim and Bob are working closely with senior leaders from both companies to make sure we maximize
the synergies expected to come as the result of this merger, especially in the areas of
Homebuilding Operations, Finance, Information Systems, Human Resources, Legal, and Mortgage and
Title.
The individuals involved in this process are all accomplished, dedicated leaders and were
fortunate to have them working on this important project.
Im sure questions will come up as we continue along the path toward becoming Americas premier
homebuilder. I encourage you to submit your questions to the Merger Q&A section on
InsidePulte.com.
Thanks for your time. I look forward to updating you again in the near future.
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 ability to obtain
regulatory approvals of the merger on the proposed terms and schedule contemplated by the parties;
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, 2008, 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.