DALLAS, Jan. 8 /PRNewswire-FirstCall/ -- Centex Construction Products,
Inc. (NYSE: CXP) 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
(NYSE: CTX). 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.
SOURCE Centex Construction Products, Inc.
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Related links:
http://www.centex-cxp.com
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
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