UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 1999
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11961 76-0423828
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1300 Post Oak Blvd., Suite 1500, Houston, TX 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 556-7400
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ITEM 5. OTHER EVENTS
On June 1, 1999, Carriage Services, Inc. (the "Company") announced the
private sale of $75 million of 7% Convertible Preferred Securities, Term Income
Deferable Equity Securities ("TIDESSM") of its subsidiary, Carriage Services
Capital Trust (the "Trust"), which is scheduled to close on June 3, 1999. The
TIDES are convertible into approximately 3.7 million shares of the Company's
Class A Common Stock (excluding any over-allotment) at a conversion price of
$20.4375 per share. The Trust will use the proceeds from the Offering to
purchase 7% Convertible Junior Subordinated Debentures due 2029 from the
Company. The Debentures are due June 1, 2029 and are not redeemable by the
Company prior to June 5, 2002. The announcement also contains information on the
expansion of the Company's existing bank credit facility and the Company's
proposed private placement of additional senior term debt with insurance
companies.
The purpose of this Form 8-K Current Report is to file as an exhibit, a
copy of the news release dated June 1, 1999 of the Company announcing the
foregoing matters.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 News release of the Company dated June 1, 1999.
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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.
By: /s/ THOMAS C. LIVENGOOD
Thomas C. Livengood
Executive Vice President and
Chief Financial Officer
Date: June 1, 1999
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EXHIBIT 99.1
Contacts: Tom Livengood, CFO PRESS RELEASE
Carriage Services, Inc.
281-556-7400
Ken Dennard / [email protected]
Lisa Elliott / [email protected]
Easterly Investor Relations
713-529-6600
CARRIAGE SERVICES TO PLACE $75 MILLION
IN CONVERTIBLE PREFERRED SECURITIES
JUNE 1, 1999 - HOUSTON, TEXAS - Carriage Services, Inc. (NYSE:CSV) today
announced that it will privately place $75 million of 7% Convertible Preferred
Securities, Term Income Deferrable Equity Securities (TIDESSM), convertible into
approximately 3.7 million shares of Class A Common Stock at a conversion price
of $20.4375. The placement is scheduled to close on June 3, 1999.
"We are extremely pleased to have received such favorable capital support
from a strong group of investors in our largest-ever equity offering," stated
Melvin C. Payne, Carriage Services Chairman and CEO. "This financing is the
centerpiece of a program to strengthen our capital structure and enable us to
take advantage of the dramatically improved death care industry environment. We
are also in the final stage of replacing and expanding our existing bank credit
facility and are in the process of privately placing senior term debt with
insurance companies. This capital program is expected to be essentially
completed by the end of June and will provide substantial additional financial
capacity which will be used to continue our rapid growth through acquisitions at
a time when acquisition multiples are increasingly attractive.
"In summary, we are continuing to improve operationally and will be well
positioned financially to be opportunistic in our acquisition program, which we
believe will create substantial shareholder value over the foreseeable future,"
concluded Mr. Payne.
Carriage Services is the fourth largest publicly traded death care
company. As of June 1, 1999, Carriage operated 179 funeral homes and 38
cemeteries in 31 states.
These securities have not been registered under the Securities Act of
1933, as amended, or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to
sell or a solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such an offer, solicitation or sale would be
unlawful.
Certain matters discussed in this release are forward-looking statements
that are subject to risks and uncertainties that could cause actual results to
differ materially from those projected. Such risks and uncertainties include,
but are not limited to, the following: the Company's ability to sustain its
rapid acquisition rate, to manage the growth, and to obtain adequate performance
from acquired businesses; the economy and financial market conditions, including
stock prices, interest rates and credit availability, and death rates and
competition in the Company's markets.
