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): March 30, 1999
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 March 30, 1999, Carriage Services, Inc. (the "Company"), through its
wholly owned subsidiaries, acquired the operating assets and assumed the
liabilities of nine cemeteries and five funeral homes ("the Acquired
Businesses") from Service Corporation International, Inc. The Acquired
Businesses are located in California, Florida, Georgia, Indiana, Ohio, Oregon,
Tennessee, Texas and Virginia. The consideration for the acquisition consisted
of cash of approximately $12.6 million. The source of the consideration was a
draw on the Company's line of credit in the ordinary course of business. The
consideration was determined through negotiations between the Company and
representatives of Service Corporation International, Inc. In connection with
this acquisition, the Company assumed customary employment and non-compete
agreements with certain employees and former owners of the Acquired Businesses.
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 Businesses, Service Corporation International, Inc. or any if
its affiliates, directors and officers, 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 merger or acquisition of several other
businesses (the "Other Acquisitions") since the filing of the Company's 1997
Form 10-K on March 30, 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 Businesses requires the filing of financial
statements and pro forma financial information pursuant to Rules 3-05(b) and
11-01 of Regulation S-X to the extent such businesses would 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 Businesses 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 is 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 acquisition,
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 is 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: April 13, 1999 By: /S/ THOMAS C. LIVENGOOD
Thomas C. Livengood
Executive Vice President and
Chief Financial Officer
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