FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-84141
SUPPLEMENT NO. 5 DATED DECEMBER 22, 2000
TO PROSPECTUS DATED OCTOBER 27, 1999
RELATING TO $93,750,000 PRINCIPAL AMOUNT
7% CONVERTIBLE PREFERRED SECURITIES AND
4,587,188 SHARES OF CLASS A COMMON STOCK OF
CARRIAGE SERVICES, INC.
All capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the prospectus, dated October 27, 1999, forming a part
of the Registration Statement on Form S-3, File No. 333-84141.
The purpose of this supplement is to provide additional information
regarding the Selling Holders. In addition to the Selling Holders named in the
prospectus, the following table sets forth the name of an additional Selling
Holder and relationship, if any, with the Company, and (i) the amount of
Convertible Preferred Securities owned by such Selling Holder as of December 22,
2000 (subject to the qualification set forth below), (ii) the maximum amount of
Convertible Preferred Securities that may be offered for the account of such
Selling Holder as of December 22, 2000 and (iii) the maximum amount of Class A
Common Stock that may be offered for the account of the Selling Holder under the
prospectus.
__________________________ ________________ _______________ _______________
PRINCIPAL AMOUNT NUMBER OF NUMBER OF
OF CONVERTIBLE SHARES OF CLASS SHARES OF CLASS
PREFERRED A COMMON A COMMON
SELLING HOLDER SECURITIES STOCK OWNED STOCK OFFERED
BENEFICIALLY PRIOR TO THE HEREBY(2)
OWNED AND OFFERING(1)
OFFERED HEREBY
________________ _______________ _______________
McMahan Securities Co. L.P. .... $425,000 20,795 20,795
_________________
(1) Comprises the shares of Class A common stock into which the Convertible
Preferred Securities held by such Selling Holder are convertible at the
Initial Conversion Price. The conversion price and the number of shares of
Class A common stock issuable upon conversion of the Convertible Preferred
Securities are subject to adjustment under certain circumstances.
Accordingly, the number of shares of Class A common stock issuable upon
conversion of the Convertible Preferred Securities may increase or
decrease from time to time.
(2) Assumes conversion into Class A common stock of the full amount of
Convertible Preferred Securities held by the Selling Holder at the Initial
Conversion Price and the offering of such shares by such Selling Holder
pursuant to the registration statement of which this prospectus forms a
part. The conversion price and the number of shares of Class A common
stock issuable upon conversion of the Convertible Preferred Securities is
subject to adjustment under certain circumstances. Accordingly, the number
of shares of Class common stock issuable upon conversion of the
Convertible Preferred Securities may increase or decrease from time to
time. Fractional shares will not be issued upon conversion of the
Convertible Preferred Securities; rather, cash will be paid in lieu of
fractional shares, if any.
Because the Selling Holder listed above may, pursuant to this prospectus,
offer all or some portion of the Convertible Preferred Securities or Class A
common stock it presently holds, no estimate can be given as to the amount of
the Convertible Preferred Securities or shares of Class A common stock that will
be held by the Selling Holder listed above upon termination of any such sales.
In addition, the Selling Holder identified above may have sold, transferred or
otherwise disposed of all or a portion of its Convertible Preferred Securities
or Class A common stock since the date on which it provided the information
regarding its Convertible Preferred Securities or Class A common stock, in
transactions exempt from the registration requirements of the Securities Act.
The Company may from time to time include additional Selling Holders in
supplements to this prospectus. The Company will pay the expenses of registering
the Convertible Preferred Securities and Class A common stock being sold
hereunder.
