UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 1997
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11961 76-0423828
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1300 POST OAK BLVD., SUITE 1500, HOUSTON, TX 77056
(Address of principal executive offices) (Zip Code)
(281) 556-7400
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 25, 1997, Carriage Services, Inc. (the "Company"), through its
wholly owned subsidiary, completed its merger with Cemetery Enterprises, Inc.
Cemetery Enterprises, Inc. operates one cemetery in Montgomery, Illinois. Total
consideration for the acquisition consisted 39,847 shares of the Company's Class
A Common Stock and cash. The consideration was determined through negotiations
between the Company and representatives of Cemetery Enterprises, Inc. In
connection with this merger, the Company entered into customary employment,
consulting and non-compete agreements with certain employees and former owners
of Cemetery Enterprises, Inc. The merger will be accounted for under the
purchase method of accounting for financial reporting purposes.
On April 11, 1997, the Company acquired through merger Dieterle Funeral Home
in Aurora, Illinois, which was owned by certain shareholders or affiliates of
Cemetery Enterprises, Inc. In connection with that merger of Dieterle Funeral
Home, the Company entered into customary employment, consulting and noncompete
agreements with certain employees and former owners or affiliates of Dieterle
Funeral Home. Except for the previously described merger between the Company and
Dieterle Funeral Home, the Company is not aware of any pre-existing material
relationships between (i) Cemetery Enterprises, Inc. or any if its shareholders,
on the one hand, and (ii) the Company, any of the Company's affiliates,
directors and officers or any associate of such directors and officers, on the
other.
The Company also completed the acquisition of several other businesses (the
"Other Acquisitions") since January 1, 1997. None of the Other Acquisitions
(other than ones previously filed on Form 8-K) is believed to be individually
material to the results of operations or financial condition of the Company.
However, the acquisition of Cemetery Enterprises, Inc. and the acquisition of
the Other Acquisitions may require the filing of financial statements and pro
forma financial information pursuant to Rules 3-05(b)(1)(i) and 11-01(c) of
Regulation S-X to the extent such businesses would collectively constitute a
"significant subsidiary" under such Rules.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED
The Company believes that it is impractical to provide financial
statements of Cemetery Enterprises, Inc. on the date of this filing, and
will, if required, file such financial statements when available but not
later than 60 days after the date on which this Current Report on Form 8-K
must be filed.
(B) PRO FORMA FINANCIAL INFORMATION
The Company believes that it is impractical on the date of this filing to
provide pro forma financial information reflecting the Company's
acquisitions, and the Company will, if required, file such financial
information when available but not later than 60 days after the date on which
this Current Report on Form 8-K must be filed.
(C) EXHIBITS. None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CARRIAGE SERVICES, INC.
Dated: October 10, 1997 By: /s/ THOMAS C. LIVENGOOD
Thomas C. Livengood
Executive Vice President and
Chief Financial Officer
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