-Centex announces stockholder rights plan

By Lisa Kerner

Charlotte, N.C., Feb. 24 - Centex Corp.'s board of directors adopted a stockholder rights plan to protect the use of deferred tax assets primarily associated with net operating loss carry-overs and built-in losses if an ownership change occurs.

Under Section 382 of the Internal Revenue Code, an ownership change is a greater than 50% change in ownership by 5% shareholders in any three-year period.

"The rights plan is not intended for defensive, anti-takeover purposes. Once the deferred tax assets have been fully realized, the board intends to terminate the rights plan," Centex chairman and chief executive officer Timothy R. Eller said in a company news release.

According to Centex, the rights are triggered if any stockholder or group acquires beneficial ownership of 4.9% or more of the Dallas-based homebuilding company's outstanding shares of common stock without board approval. If triggered, the rights will cause significant dilution in the stake and voting power of the acquiring stockholder or group.

The rights plan will expire on Feb. 24, 2019, or earlier if terminated by the board under specified circumstances.

Centex said it plans to ask stockholders to approve the continuation of the rights plan within the next 12 months.

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