e8vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 21, 2003

Eagle Materials Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

     
1-12984
(Commission File Number)
  75-2520779
(IRS Employer Identification No.)
     
2728 N. Harwood, Dallas, Texas
(Address of principal executive offices)
  75201
(Zip Code)

(214) 981-5000
(Registrant’s telephone number, including area code)

Centex Construction Products, Inc.
(Former name or former address if changed from last report)



 


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Item 5. Other Events and Regulation FD Disclosure.
Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press Release


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     On July 22, 2003, Centex Construction Products, Inc. (the “Company”) filed a Current Report on Form 8-K, dated July 21, 2003, reporting that (i) Centex Corporation (“Centex”), ARG Merger Corporation, a wholly owned subsidiary of Centex, and the Company had entered into an Agreement and Plan of Merger (the “Merger Agreement”) and (ii) Centex and the Company had entered into a Distribution Agreement (the “Distribution Agreement”), in order to facilitate the distribution (the “Distribution”) by Centex of its entire equity interest in the Company to the holders of Centex’s common stock, par value $.25 per share, in a tax-free transaction. This Current Report on Form 8-K/A amends the previously filed Form 8-K as described below.

Item 5. Other Events and Regulation FD Disclosure.

     The Company is hereby filing as Exhibit 99.1 to this Form 8-K/A, a press release, dated January 30, 2004, announcing the completion of the Distribution by Centex on January 30, 2004 and the change of the Company's name to Eagle Materials Inc.

Item 7. Financial Statements and Exhibits.

             
Exhibit Number   Description        

 
       
99.1   Press Release dated January 30, 2004.

 


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SIGNATURE

     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.

             
Date:   January 30, 2004   EAGLE MATERIALS INC.
             
        By:   /s/ JAMES H. GRAASS
           
        Name:
Title:
  James H. Graass
Executive Vice President, Secretary and General Counsel

 


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EXHIBIT INDEX

                 
Exhibit Number   Description        

 
       
99.1   Press Release dated January 30, 2004.

 

exv99w1
 

EXHIBIT 99.1

(EAGLE MATERIALS LOGO)


News For Immediate Release

For additional information, contact at 214/981-5000:
Steven R. Rowley
President and Chief Executive Officer

Arthur R. Zunker, Jr.
Senior Vice President and Chief Financial Officer

SPIN-OFF OF CENTEX CONSTRUCTION PRODUCTS
COMPLETED; NAME WILL CHANGE TO EAGLE MATERIALS INC.

     (DALLAS, TX — January 30, 2004): Centex Construction Products Inc. (NYSE: CXP) announced today that Centex Corporation (NYSE: CTX) completed the distribution to its stockholders, on a tax-free basis, of all of the shares of common stock of CXP held by Centex. In connection with the distribution, CXP reclassified a portion of the shares of common stock held by Centex Corporation into a new Class B Common Stock having the right to elect at least 85% of the directors of CXP. Centex today distributed to its stockholders all of the shares of Class B Common Stock and the remaining shares of Common Stock held by Centex.

     As a result of this distribution, CXP is no longer affiliated with Centex Corporation. In addition, CXP has changed its name to Eagle Materials Inc. and effective February 2, 2004, its existing class of common stock will trade on the New York Stock Exchange under the symbol “EXP” and its new Class B Common Stock will trade 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 Centex Construction Products 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.