UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year end December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-11961
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CARRIAGE SERVICES 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: CARRIAGE SERVICES, INC. 1300 POST OAK
BLVD., SUITE 1500 HOUSTON, TEXAS 77056
<PAGE>
REQUIRED INFORMATION
a. FINANCIAL STATEMENTS. The following financial statements are furnished for
the Plan.
1. Audited Statement of Net Assets Available for Benefits as of
December 31, 1999 and 1998.
2. Audited Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999.
3. Notes to Financial Statements.
4. Schedules
(a) Assets Held for Investment Purposes
(b) Reportable Transactions
b. EXHIBITS
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
CARRIAGE SERVICES, INC.
401 (k) Plan
By: /s/ TIMOTHY R. MCBROOM Date: June 28, 2000
------------------
Timothy R. McBroom
Assistant Vice President and
Treasurer
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
-----------------------------
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
TABLE OF CONTENTS
PAGE(S)
-------
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available
for Benefits for the year ended December 31,
1999 and 1998 3
Notes to Financial Statements 4-10
Supplemental Schedules*:
Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1999 11
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1999 12
* Other schedules required by Section 2520.103.10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Carriage Services, Inc.:
We have audited the accompanying statement of net assets available for benefits
of the Carriage Services 401(k) Plan as of December 31, 1999 and 1998 and the
related statement of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Carriage
Services 401(k) Plan as of December 31, 1999 and 1998, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1999 and reportable transactions for
the year ended December 31, 1999 are presented for purposes of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Ham, Langston & Brezina L.L.P.
Houston, Texas
June 23, 2000
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<PAGE>
CARRIAGE SERVICES 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
ASSETS 1999 1998
---------- ----------
Investments:
Registered investment companies (mutual
funds) at market value:
Dreyfus Founders Growth Fund ............ $2,019,548* $ 843,583*
Scudder Growth and Income Fund .......... 1,291,934* 753,648*
Wasatch Advisors Growth Fund ............ 785,880* 439,875*
Lazard Small Capital Portfolio .......... 610,840* 428,716*
Brinson Global Equity Fund .............. 585,779* 289,976*
Montgomery Emerging Markets Fund ........ -- 100,443
Loomis Sayles Bond Retail Fund .......... 44,001 59,709
Loomis Sayles Bond Fund ................. 129,277 25,813
Dreyfus GNMA Fund ....................... 143,673 103,100
Warburg Pincus Global Fixed Income Fund . 80,525 29,601
MCM Stable Value Advisory Fund .......... 1,263,410* 1,073,318*
Strong Government Securities Fund ....... 176,333 128,838
Smith Barney Money Market Government
Portfolio ............................. 16,242 --
Warburg Pincus Emerging Markets Fund .... 256,141 --
---------- ----------
Total mutual funds .................... 7,403,583 4,276,620
Carriage Services, Inc. Class A common
stock ................................... 222,543 546,861*
---------- ----------
Total investments ................... 7,626,126 4,823,481
---------- ----------
Participant loans receivable ................ 190,594 89,369
Contributions receivable:
Employer .................................. 8,204 28,203
Employee .................................. 52,762 146,680
---------- ----------
Total contributions receivable ...... 60,966 174,883
---------- ----------
Total assets ...................... 7,877,686 5,087,733
---------- ----------
LIABILITIES
Excess contributions payable ................ 72,770 7,768
---------- ----------
Total liabilities ................. 72,770 7,768
---------- ----------
Net assets available for benefits $7,804,916 $5,079,965
========== ==========
* Represents five percent or more of net assets.
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
CARRIAGE SERVICES 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---------- ----------
Additions to net assets attributable to:
Investment income
Net appreciation in fair value
of investments ...................... $ 349,533 $ 417,563
Dividends ............................. 60,124 29,218
Interest .............................. 12,841 40,947
---------- ----------
Total investment income ............. 422,498 487,728
---------- ----------
Contributions
Employer .............................. 275,586 204,422
Participants .......................... 1,850,511 1,384,157
Rollovers ............................. 840,670 74,856
---------- ----------
Total contributions ................. 2,966,767 1,663,435
---------- ----------
Total additions ................... 3,389,265 2,151,163
Deductions from net assets attributable to:
Benefit payments ........................ 542,971 258,641
Excess contributions .................... 118,893 7,768
Administrative expenses ................. 2,450 --
---------- ----------
Total deductions .................. 664,314 266,409
---------- ----------
Net increase .............................. 2,724,951 1,884,754
Net assets available for benefits,
beginning of year ....................... 5,079,965 3,195,211
---------- ----------
Net assets available for benefits,
end of year ............................. $7,804,916 $5,079,965
========== ==========
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The Carriage Services 401(k) Plan (the "Plan") was originally established
by Carriage Funeral Holdings, Inc. (the "Company") through the adoption of
the Powell, Townsend & Associates, Inc. Regional Prototype 401(k) Plan and
Trust effective March 19, 1993. The Plan was amended and restated effective
January 1, 1998 upon adoption of the Travelers Insurance Company Flexible
Nonstandardized Safe Harbor Prototype 401(k) Profit Sharing Plan. The
restated plan provisions are not significantly changed from the Plan as
originally adopted. The Plan is a defined contribution, deferred
compensation and 401(k) plan under Section 401(k) of the Internal Revenue
Code (the "Code"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
The Company has the right, under the Plan agreement, to terminate the Plan,
although the Company has no intention to do so. Upon termination, assets
would be distributed to the participants.
ELIGIBILITY AND CONTRIBUTION
Employees are eligible to participate in the Plan on the Plan entry date
immediately following the completion of one hour of service and attainment
of 21 years of age. Plan entry date is on January 1st, April 1st, July 1st
or October 1st immediately following employment and meeting the service
requirements. Participants may make an elective contribution on a
tax-deferred basis of up to 15 percent of total compensation, subject to
certain limitations provided for in the Code. The Company elected to
contribute on behalf of each participant an amount equal to 25 percent of
the participant's contribution up to 5 percent of the participant's
compensation during 1999 and 1998.
Participant contributions include excess contributions which will be
refunded to participants subsequent to year-end as the contributions were
determined to be in excess of maximum contribution levels for certain
participants. A liability for excess contributions payable in the amount of
$72,770 and $7,768 has been reflected in the statements of net assets
available for benefits as of December 31, 1999 and 1998, respectively.
ALLOCATION OF EMPLOYER CONTRIBUTIONS
For non-matching discretionary employer contributions, if any, each
participant's account is credited with an allocation of employer
contributions based on the ratio that the participant's compensation for
the plan year bears to total compensation for all qualifying participants
during the plan year.
Continued
-4-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED
PARTICIPANT LOANS
A participant may borrow from the Plan in any amount greater than $1,000
but less than the lesser of $50,000 or fifty percent of the participant's
vested account balance. Loans are secured by the participant's vested
balance in his account. Repayments are made at least quarterly, and the
term cannot exceed five years, except in the case of a home loan, which can
extend up to 30 years. Participant loans outstanding as of December 31,
1999 and 1998 totaled $190,594 and $89,369, respectively. As of December
31, 1999 such participant loans bore interest at rates ranging from 9.75%
to 10.75% per year.
INVESTMENT OPTIONS
As of December 31, 1999 and 1998, participants could direct the investment
of their accounts in the following investment options offered through the
plan custodian, Smith Barney Corporate Trust Company:
Dreyfus Founders Growth Fund - A mutual fund that invests in common stocks
of established companies with market capitalizations of greater than $500
million and with, in the view of the fund manager, an above average
prospect for growth.
Scudder Growth and Income Fund - A mutual fund with the investment
objective of long-term capital growth while providing current income and
growth in income. This fund invests primarily in common stocks and
convertible securities of companies that pay current dividends and that, in
the view of the fund manager, offer the prospect of growth of earnings.
Wasatch Advisors Growth Fund - A mutual fund with the investment objective
of aggressive growth. This fund invests primarily in common stock of
companies that, in the view of the fund manager, have superior growth
potential.
Lazard Small Capital Portfolio - A mutual fund with the investment
objective of outperforming the Russell 2000 Index. This fund invests
primarily in companies with market capitalization of less than $1 billion.
Brinson Global Equity Fund - A mutual fund that invests primarily in the
equity securities of major non-U.S. companies, with a concentration of
investment in Europe.
Montgomery Emerging Markets Fund - A mutual fund with the investment
objective of capital appreciation. The fund invests primarily in companies
operating in developing economies throughout the world.
Continued
-5-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED
Loomis Sayles Bond Retail Fund - A mutual fund with the investment
objective of high total investment return through a combination of current
income and capital appreciation. The fund invests primarily in debt
securities, although the purchase of preferred stocks is allowed.
Loomis Sayles Bond Fund - A mutual fund with the investment objective of
high total investment return through a combination of current income and
capital appreciation. The fund invests primarily in debt securities,
although the purchase of preferred stocks is allowed.
Dreyfus GNMA Fund - A mutual fund with the investment objective of
producing the highest level of current income which is consistent with
preservation of capital by investing principally in securities issued by
the Government National Mortgage Association ("GNMA").
Warburg Pincus Global Fixed Income Fund - A mutual fund with the investment
objective of maximum total return consistent with prudent investments. This
fund invests approximately 65% of assets in fixed income securities in at
least three countries.
MCM Stable Value Advisory Fund - A mutual fund with the investment
objective of total return consistent with low risk and liquidity. This fund
invests primarily in short to intermediate term debt securities.
Strong Government Securities Fund - A mutual fund with the investment
objective of producing high current income and total return by investing in
medium and longer term U.S. government securities. This fund invests only
in investment grade bonds.
Smith Barney Money Market Government Portfolio - A portfolio with the
investment objective of providing maximum current income consistent with
the conservation of capital. The portfolio maintains a dollar-weighted
average maturity of 90 days or less, and all securities have effective
maturities of 13 months or less.
Warburg Pincus Emerging Markets Fund - A fund seeking growth of capital by
investing primarily in equity securities of companies in emerging markets.
Carriage Services, Inc. Class A Common Stock - Equity securities of the
Company.
Prior to April 3, 1998, Great-West Life and Annuity Insurance Company
("Great West") was the custodian of the Plan's assets and offered a total
of 34 investment options to participants.
Continued
-6-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED
VESTING
Participants are fully vested in their elective contributions. Employer
contributions are vested 100 percent upon participants attaining normal
retirement age (as defined by the Plan document). Prior to retirement age,
a participant's interest in employer contributions made in the
participant's behalf vest in accordance with the following schedule:
PERCENT OF
YEARS OF NONFORFEITABLE
SERVICE INTEREST
----------- --------------
Less than 1 0%
1 20
2 40
3 60
4 80
5 or more 100
For purposes of vesting, a year of service is 500 hours worked within a
single plan year. Forfeited balances of terminated participants' nonvested
accounts are used to reduce future employer contributions. Forfeited
amounts utilized to reduce employer contributions during 1999 and 1998 were
$17,762 and $5,981, respectively.
RETIREMENTS AND TERMINATIONS
In the case of a participant's retirement, death, permanent disability or
termination of employment, the participant or his designated beneficiary
may elect to receive the value of the participant account, in accordance
with the provisions of the Plan, in a lump-sum distribution, installment
payments or a combination thereof.
ADMINISTRATION
The Plan is administered by the Company. Two officers of the Company have
been appointed by the board of directors of the Company to act as trustees
and oversee the activities of the Plan. Certain administrative functions
are performed by officers or employees of the Company. No officers or
employees receive compensation from the Plan. The custodian of the Plan's
assets is Smith Barney Corporate Trust Company ("Smith Barney").
All administrative costs, with the exception of loan set-up and maintenance
fees, are paid by the Company. Loan fees are paid by the participant.
Continued
-7-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements have been prepared on the accrual basis of
accounting.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
INVESTMENTS
Investments are carried at fair value based on quoted market prices in an
active market.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of realized gains or losses and unrealized
appreciation (depreciation) on those investments.
RECLASSIFICATIONS
Certain amounts presented in the accompanying financial statements at
December 31, 1998 have been reclassified to conform to the presentation
used at December 31, 1999. These reclassifications had no impact on net
assets available for benefits or changes in net assets available for
benefits.
3. INVESTMENTS IN REGISTERED INVESTMENT COMPANIES
Investments in registered investment companies ("mutual funds") consisted
of the following at December 31, 1999 and 1998:
Continued
-8-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS IN REGISTERED INVESTMENT COMPANIES, CONTINUED
CURRENT
DECEMBER 31, 1999 SHARES VALUE
---------------------------------- ----------- ----------
Dreyfus Founders Growth Fund 84,606.1364 $2,019,548
Scudder Growth and Income Fund 48,405.1890 1,291,934
Wasatch Advisors Growth Fund 34,468.3708 785,880
Lazard Small Capital Portfolio 36,998.1853 610,840
Brinson Global Equity Fund 41,485.8016 585,779
Loomis Sayles Bond Retail Fund 3,819.5341 44,001
Loomis Sayles Bond Fund 11,221.8982 129,277
Dreyfus GNMA Fund 10,373.5227 143,673
Warburg Pincus Global Fixed Income
Fund 8,076.7148 80,525
MCM Stable Value Advisory Fund 115,068.6432 1,263,410
Strong Government Securities Fund 17,493.3918 176,333
Smith Barney Money Market Govern-
ment Portfolio 16,242.0000 16,242
Warburg Pincus Emerging Markets
Fund 20,377.1738 256,141
----------
Total at December 31, 1999 $7,403,583
==========
DECEMBER 31, 1998
----------------------------------
Founders Growth Fund 41,331.8662 $ 843,583
Scudder Growth and Income Fund 28,644.9341 753,648
Wasatch Advisors Growth Fund 22,479.9811 439,875
Lazard Small Capital Portfolio 24,709.8535 428,716
Brinson Global Equity Fund 23,925.4392 289,976
Montgomery Emerging Markets Fund 12,586.8195 100,443
Loomis Sayles Bond Retail Fund 4,996.5526 59,709
Loomis Sayles Bond Fund 2,237.5399 25,813
Dreyfus GNMA Fund 7,081.0616 103,100
Warburg Pincus Global Fixed Income
Fund 2,792.5808 29,601
MCM Stable Value Advisory Fund 103,344.4502 1,073,318
Strong Government Securities Fund 11,973.7536 128,838
----------
Total at December 31, 1998 $4,276,620
==========
4. INVESTMENT IN CARRIAGE SERVICES, INC. CLASS A COMMON STOCK
The investment in Carriage Services, Inc. Class A common stock consisted of
36,483.8308 and 19,173.6711 shares of the Company's common stock at
December 31, 1999 and 1998, respectively.
Continued
-9-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. CREDIT RISK
The Plan provides for various investments in mutual funds. Investment
securities, in general, are exposed to various risks, such as interest
rate, credit and overall market volatility risk. Due to the level of risk
associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near
term and that such changes could materially affect the amounts reported in
the statements of net assets available for plan benefits and the amounts
reported in participant accounts.
6. TAX STATUS
On April 29, 1995, the Plan received a favorable determination letter from
the Internal Revenue Service (the "IRS"). Subsequent to the date of that
original letter, the Company adopted an amendment and restatement of the
Plan and has requested a determination letter covering the restated plan.
The trustees believe that the Plan is currently designed and being operated
in compliance with the applicable requirements of the Code. Therefore, the
trustees believe that the Plan is qualified and the related trust is
tax-exempt as of December 31, 1999 and 1998.
-10-
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
EIN: 76-0339922
PN: 001
<TABLE>
<CAPTION>
NUMBER CURRENT
DESCRIPTION OF ASSET OF SHARES COST VALUE
------------------------------------- ----------- ---------- ----------
<S> <C> <C> <C>
Investments held in custody
of Salomon Smith Barney,
Inc.:
Registered Investment Companies:
Dreyfus Founders Growth Fund 84,606.1364 $1,782,382 $2,019,548
Scudder Growth and Income Fund 48,405.1890 1,358,716 1,291,934
Wasatch Advisors Growth Fund 34,468.3708 709,114 785,880
Lazard Small Capital Portfolio 36,998.1853 694,564 610,840
Brinson Global Equity Fund 41,485.8016 514,185 585,779
Loomis Sayles Bond Retail Fund 3,819.5341 49,215 44,001
Loomis Sayles Bond Fund 11,221.8982 133,736 129,277
Dreyfus GNMA Fund 10,373.5227 151,451 143,673
Warburg Pincus Global Fixed
Income Fund 8,076.7148 84,199 80,525
MCM Stable Value Advisory Fund 115,068.6432 1,177,675 1,263,410
Strong Government Securities Fund 17,493.3918 185,257 176,333
Smith Barney Money Market Govern-
ment Portfolio 16,242.0000 16,242 16,242
Warburg Pincus Emerging Markets
Fund 20,377.1738 145,612 256,141
---------- ----------
Total investment in shares of
registered investment
companies 7,002,348 7,403,583
---------- ----------
Common Stock - Carriage Services,
Inc. 36,483.8308 626,644 222,543
---------- ----------
Total assets held for investment
purposes $7,628,992 $7,626,126
========== ==========
Participant Loans (bearing interest at
rates ranging from 9.75% to 10.75%) $ 190,594 $ 190,594
========== ==========
</TABLE>
-11-
<PAGE>
CARRIAGE SERVICES 401(K) PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
EIN: 76-0339922
PN: 001
<TABLE>
<CAPTION>
PURCHASE/ MARKET NET
NUMBER OF NUMBER SALES VALUE/ GAIN/
DESCRIPTION OF ASSET TRANSACTIONS OF SHARES PRICE COST (LOSS)
-------------------- ------------ ----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
PURCHASES
Investments held in custody of Salomon
Smith Barney, Inc.:
Dreyfus Founders Growth Fund ....... 77 52,264.9532 $1,336,348 $1,336,348 $ --
Scudder Growth and Income Fund ..... 61 28,391.8331 1,017,065 1,017,065 --
Wasatch Advisors Growth Fund ....... 50 17,099.9931 448,123 448,123 --
Lazard Small Capital Portfolio ..... 47 20,697.0494 525,004 525,004 --
Brinson Global Equity Fund ......... 45 22,948.9975 335,400 335,400 --
Loomis Sayles Bond Retail Fund ..... 8 407.4564 25,230 25,230 --
Loomis Sayles Bond Fund ............ 40 10,303.8206 139,519 139,519 --
Dreyfus GNMA Fund .................. 45 5,301.2485 105,227 105,227 --
Warburg Pincus Global Fixed Income
Fund ............................. 39 6,683.5689 84,673 84,673 --
MCM Stable Value Advisory Fund ..... 85 36,048.8657 631,490 631,490 --
Strong Government Securities ....... 46 12,736.0668 210,123 210,123 --
Warburg Pincus Emerging Markets Fund 33 24,242.6120 198,022 198,022 --
Montgomery Emerging Markets Fund ... 3 947.3299 145,693 145,693 --
Carriage Services, Inc. Common Stock 45 20,932.0930 352,263 352,263 --
SALES
Investments held in custody of Salomon
Smith Barney, Inc.:
Dreyfus Founders Growth Fund ....... 63 8,990.6830 $ 199,905 $ 181,345 $ 18,560
Scudder Growth and Income Fund ..... 67 8,631.5782 229,083 244,651 (15,568)
Wasatch Advisors Growth Fund ....... 52 5,111.6034 99,564 104,942 (5,378)
Lazard Small Capital Portfolio ..... 61 8,408.7176 143,664 165,559 (21,895)
Brinson Global Equity Fund ......... 39 5,388.6351 67,315 65,781 1,534
Montgomery Emerging Markets Fund ... 3 13,534.1494 103,948 138,287 (34,339)
Loomis Sayles Bond Retail Fund ..... 12 1,584.4749 18,917 20,429 (1,512)
Loomis Sayles Bond Fund ............ 30 1,319.4623 15,400 16,377 (977)
Dreyfus GNMA Fund .................. 29 2,008.7874 28,662 29,569 (907)
Warburg Pincus Global Fixed Income
Fund ............................. 17 1,399.4349 14,393 14,765 (372)
MCM Stable Value Advisory Fund ..... 67 24,324.6727 260,030 246,268 13,762
Strong Government Securities ....... 28 7,216.4016 76,019 77,410 (1,391)
Warburg Pincus Emerging Markets Fund 31 3,865.4382 30,793 26,205 4,588
Carriage Services, Inc. Common Stock 33 3,621.9333 53,189 83,392 (30,203)
</TABLE>
-12-
