X0201 4 2004-02-29 1 0000818762 3333 HOLDING CORP CTX 0000018532 CENTEX CORP 2728 N. HARWOOD DALLAS TX 75201 0 0 1 0 Common Stock 2004-02-29 4 J 0 1000.0000 618082.4400 A 1000.0000 I As the ultimate parent company of the entity that directly owns the shares Warrants to purchase Common Stock 0 2004-02-29 4 J 0 100.0000 0 D Common Stock 100.0000 0 D Centex Corporation ("Centex") formed 3333 Acquisition Corp.("3333 Acquisition"), a wholly owned subsidiary, for the purpose of effecting a merger of 3333 Acquisition into 3333 Holding Corporation ("3333 Holding"). As a result of the merger, the outstanding shares of 3333 Holding held by public stockholders were cancelled with the payment of an amount equal to $0.01 per share of Centex common stock. By virtue of its ownership of 3333 Acquisition, Centex became the 100% record and beneficial owner of 3333 Holding at the effective time of the merger. Immediately following the 3333 Holding merger, Centex contributed to its wholly owed subsidiary as a capital contribution, Centex International, Inc. ("Centex International"), all of the shares of 3333 Holding then owned by Centex. Such subsidiary further contributed all of the shares of 3333 Holding owned by it to its wholly owned subsidiary, Centex Real Estate Corporation ("Centex Real Estate"). (continued in footnote 2) As a result of these transactions, (1) Centex Real Estate is the record holder of all of the issued and outstanding shares of common stock of 3333 Holding and (2) Centex and Centex International are indirect beneficial owners of the common stock of 3333 Holding. 3333 Holding has requested that the New York Stock Exchange (the "NYSE") remove from its list the shares of 3333 Holding owned by Centex and its subsidiaries as a result of the merger. The NYSE has agreed to file a Form 25 with the Securities and Exchange Commission (the "SEC") for the purpose of removing the 3333 Holding common stock from registration pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Upon the effectiveness of such Form 25, 3333 Holding plans to file a Form 15 with the SEC for the purpose of terminating the reporting obligations of 3333 Holding under the Exchange Act. Centex Corporation formerly owned a warrant to purchase shares of common stock of 3333 Holding Corporation as noted. Centex Corporation?s warrant to purchase shares of common stock of 3333 Holding Corporation was disposed of pursuant to the merger described in that certain Agreement and Plan of Merger by and among Centex Corporation, 3333 Acquisition Corp., and 3333 Holding Corporation dated November 17, 2003, which caused the cancellation of the warrants. The reporting person received no consideration for the cancellation of the warrant on the effective date, February 29, 2004. /s/Raymond G. Smerge 2004-03-02