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): October 23, 1998
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
Effective October 23, 1998 and November 6, 1998, Carriage Services, Inc. (the
"Company"), through its wholly owned subsidiaries, completed a series of
acquisitions involving seven funeral homes. These included the Company's
acquisition of all outstanding shares of common stock of Forastiere Funeral
Home, Inc., which operates six funeral homes in Massachusetts; the Company's
acquisition of substantially all of the operating assets of Colwick Service
Corp., which owns and manages the real property of the six funeral homes
operated by Forastiere Funeral Home, Inc.; and the Company's acquisition of
substantially all of the operating assets of Braun-Everiss-Wagley Funeral Home,
Inc., which operates one funeral home in Adrian, Michigan. These acquisitions
are referred to as the "Acquired Business." The consideration for the
acquisitions consisted primarily of 152,420 shares of the Company's Class A
Common Stock, cash of approximately $11.4 million and deferred purchase price
having a present value of approximately $1.3 million. The consideration was
determined through negotiations between the Company and representatives of the
Acquired Business. In connection with this acquisition, the Company entered into
customary employment, consulting and non-compete agreements with certain
employees and former owners of the Acquired Business. The acquisition 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) the Acquired Business 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, 1998. 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 the Acquired Business and the acquisition of the
Other Acquisitions requires 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.
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 the Acquired Business 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.
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(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
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: November 6, 1998 By: /s/ THOMAS C. LIVENGOOD
Thomas C. Livengood
Executive Vice President and
Chief Financial Officer
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