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): January 7, 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 January 7, 1997, Carriage Services, Inc. (the "Company"), through its
wholly owned subsidiary, completed its merger with CNM, a California corporation
which through its subsidiaries owns and operates the ten Wilson & Kratzer
funeral homes located in Alameda and Contra Costa Counties, California and the
Rolling Hills Memorial Park Cemetery located in Richmond, California. Of the ten
funeral home locations acquired, nine are currently operational and one is being
converted from a library to a funeral home and will be operational by late 1997.
Total consideration for the merger consisted of 107,445 shares of the Company's
Class A Common Stock, 19,999,992 shares of the Company's Series F Preferred
Stock, and cash. The cash portion of the purchase consideration was made
available through a draw down of the Company's existing credit facility. The
consideration was determined through negotiations between the Company and
representatives of CNM. In connection with this merger, the Company entered into
customary employment, consulting and non-compete agreements with certain
employees and former owners of CNM. The merger will be accounted for under the
purchase method of accounting for financial reporting purposes.
The Company is not aware of any pre-existing material relationships between
(i) CNM 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 June 30, 1996. None of the Other Acquisitions is
individually material to the results of operations or financial condition of the
Company. However, the merger with CNM 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 CNM 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: January 21, 1997 By: /s/ THOMAS C. LIVENGOOD
Thomas C. Livengood
Executive Vice President and
Chief Financial Officer
