UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2009
PULTE HOMES, INC.
(Exact name of registrant as specified in its Charter)
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Michigan |
1-9804 |
38-2766606 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan | 48304 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code (248) 647-2750
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry Into a Material Definitive Agreement
On August 18, 2009, Pulte Homes, Inc. (the “Company”) entered into an agreement with Centex Corporation to assume obligations under the Indenture between Centex Corporation and Chase Bank of Texas, National Association, dated as of October 1, 1998, along with the related Series of Senior Debt Securities. Such Senior Debt Securities had an aggregate principal balance totaling $3.1 billion at
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Assignment and Assumption Agreement dated as of August 18, 2009 between Pulte Homes, Inc. and Centex Corporation | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PULTE HOMES, INC. | ||||||
| Date: August 20, 2009 | By: | /s/ Steven M. Cook | ||||
| Name: Steven M. Cook | ||||||
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Title: Senior Vice President, General Counsel and Secretary |
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Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this “ Agreement ”) is made as of August 18, 2009, between Centex Corporation, a Nevada corporation (“ Assignor ”) and Pulte Homes, Inc., a Michigan corporation (“ Assignee ”). Capitalized terms not otherwise defined in this Agreement will have the meanings given to them in the Indenture (as defined in Recital A below).
Recitals
A. Assignor and Chase Bank of Texas, National Association are parties to an Indenture dated as of October 1, 1998 (as supplemented from time to time, the “ Indenture ”) pursuant to which Assignor has issued the Series of Senior Debt Securities (the “ Securities ”) set forth on the attached Exhibit A .
B. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor’s obligations under the Indenture and the Securities (the “ Assumed Obligations ”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns and delivers to Assignee all of Assumed Obligations.
2. Assignee hereby assumes and agrees to discharge, and indemnify and hold harmless Assignor from, all of the Assumed Obligations.
3. Except as otherwise set forth in this Agreement, Assignee is not assuming any liability or obligation of Assignor.
4. This Agreement will not affect Assignee’s right to assert any defense with respect to any of the Indenture, the Securities or the Assumed Obligations, at law, in equity or otherwise, against the validity or enforceability of any liability or obligation with respect to any of the Indenture, the Securities or the Assumed Obligations.
5. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
6. The Assignor and Assignee will treat the assignment and assumption of the Assumed Obligation under this Agreement for accounting, tax and all other purposes as follows: (a) for the Assignor, as an increase or credit to equity of the Assignor and an equivalent decrease or debit to the liabilities of the Assignor; and (b) for the Assignee, as an increase or debit to investment in subsidiary of the Assignee and an equivalent increase or credit to the liabilities of the Assignee.
7. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be duly executed as of the date first written above.
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ASSIGNOR:
CENTEX CORPORATION |
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By: |
/s/ Steven M. Cook | |
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Name: Its: |
Steven M. Cook Vice President and Secretary |
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ASSIGNEE:
PULTE HOMES, INC. |
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By: |
/s/ Gregory M. Nelson | |
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Name: Its: |
Gregory M. Nelson Vice President |
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Exhibit A
Senior Debt Securities
| 1. | 5.800% Senior Notes | Issued 09/20/02 | Due 09/15/09 | |||
| 2. | 4.550% Senior Notes | Issued 11/02/04 | Due 11/01/10 | |||
| 3. | 7.778% Senior Notes | Issued 02/06/01 | Due 02/01/11 | |||
| 4. | 7.500% Senior Notes | Issued 01/11/02 | Due 01/15/12 | |||
| 5. | 5.450% Senior Notes | Issued 08/18/05 | Due 08/15/12 | |||
| 6. | 5.125% Senior Notes | Issued 10/06/03 | Due 10/01/13 | |||
| 7. | 5.700% Senior Notes | Issued 05/05/04 | Due 05/15/14 | |||
| 8. | 5.250% Senior Notes | Issued 06/06/05 | Due 06/15/15 | |||
| 9. | 6.500% Senior Notes | Issued 05/05/06 | Due 05/01/16 | |||