DALLAS, Dec. 22 /PRNewswire-FirstCall/ -- Centex Construction Products,
Inc. (NYSE: CXP) announced today that its board of directors has authorized
the payment of the special one-time cash dividend of $6.00 per share in
connection with the proposed spin-off of CXP shares by Centex Corporation
(NYSE: CTX), subject to certain conditions. The record date for the cash
dividend will be January 13, 2004 and the payment is scheduled for
January 29, 2004. It is anticipated that the distribution of the CXP shares
will take place on January 30, 2004.
Under the terms of the previously announced agreement with Centex
Corporation, CXP would 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 would
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
would 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 cash dividend is subject to certain conditions, including the approval
by the stockholders of CXP of the reclassification of CXP's capital stock at
the Special Meeting of Stockholders to be held on January 8, 2004.
Subject to stockholder approval of the reclassification proposal and a
name change proposal, after the distribution CXP will change its name to Eagle
Materials Inc. and CXP's existing class of common stock will trade on the New
York Stock Exchange under the Symbol "EXP". CXP's Class B common stock has
been approved for listing on the New York Stock Exchange and will trade after
the distribution under the symbol "EXP.B".
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 the Company is
discussing its belief, 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
stockholder approval as described above and satisfaction of other customary
conditions. With respect to any discussion of the expected performance and
results of operations of the Company, 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 markets; competition; announced
increases in capacity in the gypsum wallboard and cement industries; general
economic conditions; and interest rates. 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 by the Annual Report
on Form 10-K/A filed on November 26, 2003, in its Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2003, and the current Report
on Form 8-K dated July 21, 2003. 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, President and Chief
Executive Officer, or Arthur R. Zunker, Senior Vice President and
Chief Financial Officer, both of Centex Construction Products,
Inc., +1-214-981-6565
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