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): December 18, 2000
CARRIAGE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN IS CHARTER)
Delaware [1-11961] [76-0423828]
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1900 St. James Place, 4th Floor
Houston, Texas 77056
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code:
(713) 332-8400
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Item 5. OTHER EVENTS.
On December 18, 2000, the Board of Directors of Carriage Services, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Class A Common Stock, $0.01 par value, of the
Company (the "Class A Common Stock") and one Right for each share of Class B
Common Stock, $0.01 par value, of the Company (the "Class B Common Stock"). The
dividend will be made on January 8, 2001 (the "Record Date") to the stockholders
of record at the close of business on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of share of
Series G Junior Participating Preferred Stock, $0.01 par value, of the Company,
(the "Preferred Stock"), at a price of $10.00 per one one-hundredth of a share
of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement dated
as of December 18, 2000 (the "Rights Agreement") between the Company and
American Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten Business Days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Class A Common Stock (an "Acquiring Person") or (ii) ten
Business Days following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer, the consummation of which would result
in the beneficial ownership by a person or group of 15% or more of such
outstanding Class A Common Stock, provided that an Acquiring Person does not
include a Grandfathered Shareholder or a Grandfathered Transferee (as such terms
are defined in the Rights Agreement) (the earlier of such dates being the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
certificates for Class A Common Stock and/or Class B Common Stock (collectively,
the "Common Stock") outstanding as of the Record Date, by such certificates for
the Common Stock with a copy of this Summary of Rights attached to the
certificate.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the shares of Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
certificates issued after the Record Date upon transfer or new issuance of the
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Stock
outstanding even without such notation or a copy of this Summary of Rights being
attached to such Certificate, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 31, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
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The Purchase Price payable and the number of shares of Preferred Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price or
securities convertible into Preferred Stock with a conversion price less than
the then current market price of the Preferred Stock; or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of shares of Preferred
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations of
the Common Stock occurring, in any such case, prior to the Distribution Date.
The Preferred Stock purchasable upon exercise of the Rights will not be
subject to redemption by the Company. Each share of Preferred Stock will be
entitled to a minimum preferential quarterly dividend payment of $0.01 per share
but will be entitled to an aggregate dividend of 100 multiplied times the
dividend declared per share of Common Stock. In the event of liquidation, the
holder of the Preferred Stock will be entitled to a minimum preferential
liquidation payment of $1.00 per share but will be entitled to an aggregate
payment of 100 multiplied times the payment made per share of Common Stock. Each
share of Preferred Stock will have 100 votes, voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 multiplied times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the Preferred Stock, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or entity becomes an Acquiring Person (the
beneficial owner of 15% or more of the Class A Common Stock), provision will be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will then be void), will have the right to receive upon
exercise that number of shares of Class A Common Stock having a market value of
two times the applicable exercise price of the Right. In the event that the
Company is acquired in a merger or other business combination transaction, or
50% or more of its consolidated assets or earning power are sold, proper
provisions will be made so that each holder of a Right will have the right to
receive, upon the exercise of the Right at the then applicable exercise price,
that number of shares of common stock of the acquiring company that at the time
of such transaction will have a market value of two times the applicable
exercise price of the Right.
After a person becomes an Acquiring Person, the Company's Board of
Directors may exchange the Rights, other than those Rights owned by the
Acquiring Person, in whole or in part, at an exchange ratio of one share of
Class A Common Stock per Right, or one one-hundredth of a
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share of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per
Right, subject to adjustment. However, the Board of Directors cannot conduct an
exchange at any time after any Person, together with its Affiliates and
Associates, becomes the Beneficial Owner of 50% or more of the outstanding Class
A Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued and,
in lieu of such fractional shares, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading day prior to the
date of exercise.
At any time prior to the close of business on the tenth day following a
public announcement that an Acquiring Person has become such an Acquiring
Person, the Board of Directors may redeem the Rights in whole, but not in part,
at a price of $0.001 per Right (the "Redemption Price"). Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
At any time prior to the Distribution Date and subject to the last
sentence of this paragraph, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including, without limitation, an amendment to extend the time during which the
rights must be redeemed or to extend the Final Expiration Date. From and after
the Distribution Date and subject to applicable law no such amendment may
adversely affect the economic interests of the holders of the Rights (other than
the Acquiring Person or an affiliate or associate of an Acquiring Person). The
terms of the Rights may not be amended to (i) reduce the Redemption Price
(except as required by antidilution provisions) or (ii) provide for an earlier
Final Expiration Date.
Until a Right is exercised, the holder of the Right, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Preferred Stock shall rank, with respect to the payment of dividends
and as to distributions of assets upon liquidation, dissolution or winding up of
the Company, junior to all other series of preferred stock of the Company,
unless the Board of Directors of the Company shall specifically determine
otherwise in fixing the powers, preferences and relative, participating,
optional and other special rights of the shares of any such other series and the
qualifications, limitations and restrictions thereof.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
December 29, 2000. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
ITEM DESCRIPTION
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4.1 Rights Agreement, dated as of December 18,
2000, between Carriage Services, Inc. and
American Stock Transfer and Trust, (filed as
Exhibit 1 to the Company's Form 8-A filed on
December 29, 2000 and incorporated herein by
reference).
99.1 Press release, dated December 29, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARRIAGE SERVICES, INC.
Date: December 29, 2000 By: /S/ MELVIN C. PAYNE
Melvin C. Payne
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4.1 Rights Agreement, dated as of December 18, 2000, between
Carriage Services, Inc. and American Stock Transfer and Trust
(filed as Exhibit 1 to the Company's Form 8-A filed on
December 29, 2000 and incorporated herein by reference).
99.1 * Press release, dated December 29, 2000
________
* Attached hereto.
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