1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934* Centex Construction Products, Inc. -------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 15231R 10 9 -------------- (CUSIP Number) Raymond G. Smerge 2728 N. Harwood Dallas, Texas 75201 (214) 981-6530 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 9, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 15231R 10 9 - ------------------------------------------------------------------------------ (1) Name of Reporting Person, S.S. or I.R.S. Identification No. of Above Person Centex Corporation, #75-0778259 - ------------------------------------------------------------------------------ (2) Check the Appropriate Box if a Member of a Group (a) . . . . . . . . . . . . . . . . . . . . . . [ ] (b) . . . . . . . . . . . . . . . . . . . . . . [ ] - ------------------------------------------------------------------------------ (3) SEC Use Only - ------------------------------------------------------------------------------ (4) Source of Funds WC - ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization The State of Nevada - ------------------------------------------------------------------------------ Number of (7) Sole Voting Power Shares Bene- 11,962,304 -------------------------------------------------- ficially (8) Shared Voting Power Owned by None -------------------------------------------------- Each Report- (9) Sole Dispositive Power ing Person 11,962,304 -------------------------------------------------- With (10) Shared Dispositive Power None - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,962,304 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) 54.4 % --------------- - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this statement relates is the Common Stock, par value $.01 per share ("Common Stock"). The name of the issuer is Centex Construction Products, Inc. (the "Company"), and the address of its principal executive offices is 3710 Rawlins, Suite 1600, Dallas, Texas 75219. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Centex Corporation, a Nevada corporation ("Centex"), with respect to shares of Common Stock beneficially owned by Centex. Centex has its principal business address and principal office at 2728 N. Harwood, Dallas, Texas 75201. The principal business of Centex is the construction and sale of homes. Information with respect to the directors and executive officers of Centex is set forth on Schedule I hereto, which is incorporated herein by reference. Centex has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Centex purchased all 659,300 of the shares of Common Stock shown on Schedule II hereto with an aggregate of $13,122,537 in funds provided by Centex's working capital. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition was to increase its investment in the Company. Centex intends to continue to review its investment in the Company on an ongoing basis. Based upon the results of such review, market and general economic conditions, and other factors Centex deems relevant, Centex may seek to modify its investment in the Company through any available means including, without limitation, increases or decreases in its investment though open market purchases or sales or privately negotiated transactions or actions of the type listed in clauses (a) through (j) of Item 4 of the Schedule 13D. Other than as stated in the preceding sentence, Centex has not formulated any plans or proposals of any type listed in clauses (a) through (j) of Item 4 of Schedule 13D, although it reserves the right to formulate such plans or proposals in the future. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Centex beneficially owns an aggregate of 11,962,304 shares of Common Stock, which constitutes approximately 54.4% of the 21,983,814 shares of Common Stock outstanding as of March 17, 1997 (as reported in the Company's Quarterly Report on Form 10-Q for the nine months ended December 31, 1996). To the knowledge of Centex, the following persons of those named on Schedule I hereto have beneficial ownership of Common Stock: * Less than 1% (b) Centex has sole voting and dispositive power with respect to all of the shares of Common Stock beneficially owned by it. To the knowledge of Centex, the persons set forth above have sole voting and dispositive power with respect to the Common Stock owned by such persons. (c) Schedule II hereto, which is incorporated herein by reference, sets forth all transactions in the Common Stock effected by Centex during the past sixty days. To the knowledge of Centex, no transactions in the Common Stock have been effected by the persons named on Schedule I hereto during the past sixty days. (d) No person other than Centex has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Centex. To the knowledge of Centex, no person other than those persons set forth above has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by such person. (e) Not applicable.
Name Shares Percentage ---- ------ ---------- Michael S. Albright 1,000 * Laurence E. Hirsch 10,000 * David W. Quinn 2,000 * 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 10, 1997 CENTEX CORPORATION By: /s/ LAURENCE E. HIRSCH ------------------------------- Laurence E. Hirsch Chairman and Chief Executive Officer 6 SCHEDULE I Other than Juan L. Elek, who is a Mexican citizen, all of the foregoing persons are citizens of the United States of America.
Name and Principal Business --------------------------- Name Business Address Principal Occupation of Employer ---- ---------------- -------------------- ----------- Michael S. Albright 2728 N. Harwood Vice President - Finance Centex Corporation Dallas, TX 75201 and Administration Alan B. Coleman 36939 Green Cove Dr. Retired N/A Sea Ranch, CA 95497 Dan W. Cook, III 100 Crescent Court, Private investments Self-employed Suite 1000 Private investments Dallas, TX 75201 Juan L. Elek 115 Lomas de Investment banker Elek, Moreno Valle y Chapultepec Asociados 11000 Mexico, D. F. Investment banking Timothy R. Eller 2728 N. Harwood President and Chief Centex Homes Dallas, TX 75201 Executive Officer of Homebuilding Centex Homes William J Gillilan III 2728 N. Harwood President and Chief Centex Corporation Dallas, TX 75201 Operating Officer Laurence E. Hirsch 2728 N. Harwood Chairman and Chief Centex Corporation Dallas, TX 75201 Executive Officer Clint W. Murchison, III 6116 N. Central Real estate developer Self-employed Expressway, #1300 Real estate development and Dallas, TX 75206 investments Charles H. Pistor 4200 Belclaire Retired N/A Dallas, TX 75205 David W. Quinn 2728 N. Harwood Vice Chairman and Chief Centex Corporation Dallas, TX 75201 Financial Officer Paul R. Seegers 8222 Douglas Avenue, Investments Seegers Enterprises Suite 790 Investments Dallas, TX 75225 Raymond G. Smerge 2728 N. Harwood Vice President, Chief Centex Corporation Dallas, TX 75201 Legal Officer and Secretary Paul T. Stoffel 5949 Sherry Lane, Investments Paul Stoffel Investments Suite 1465 Investments Dallas, TX 75225 7 To the knowledge of Centex, none of the persons named on this Schedule I have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 8 SCHEDULE II The following table sets forth the dates on which Centex purchased shares of Common Stock, the number of shares purchased on each such date and the price per share paid. All transactions were effected on the New York Stock Exchange. Except as indicated below, Centex has not purchased any shares of Common Stock during the last 60 days. Centex has not disposed of any shares of Common Stock during the last 60 days.
Date of Purchase Number of Shares Price Per Share ---------------- ---------------- --------------- April 25, 1997 20,900 $18.25 April 29, 1997 8,000 $18.50 May 7, 1997 4,900 $18.125 May 12, 1997 32,700 $18.75 May 12, 1997 4,200 $18.875 May 13, 1997 59,000 $19.375 May 20, 1997 20,000 $18.875 May 20, 1997 12,500 $19.00 May 21, 1997 10,000 $19.00 June 9, 1997 487,100 $20.25