EXHIBIT 99.1
CARRIAGE SERVICES PRESS RELEASE
Contacts: Tom Livengood, CFO
Carriage Services, Inc.
1900 St. James Place, Fourth Floor
Houston, Texas 77056
713-332-8400
RELEASE FOR APPROVAL
00-07 Ken Dennard/[email protected]
Lisa Elliott/[email protected]
Easterly Investor Relations
713-529-6600
CARRIAGE SERVICES ADOPTS SHAREHOLDER RIGHTS PLAN
DECEMBER 29, 2000 -- HOUSTON, TEXAS -- Carriage Services, Inc. (NYSE:CSV)
announced today that its Board of Directors has adopted a shareholder rights
plan. The plan is designed to assure that the Company's shareholders receive
fair and equal treatment in the event of any proposed takeover of the Company
and to guard against partial tender offers and other abusive takeover tactics to
gain control of Carriage Services without paying all shareholders a fair price.
Melvin C. Payne, Chief Executive Officer of Carriage Services stated, "The
Board of Directors adopted the rights plan to protect our shareholders against
certain types of unfair or coercive tactics. The adoption of shareholder rights
plans has become a common practice among public companies. It enables a board of
directors to better represent the shareholders in a manner that will permit them
to realize the long-term value of their investment in the Company. The rights
plan will not and is not intended to prevent a takeover of the Company on terms
that are fair to, and are in the best interests of, all shareholders, but it
should encourage any person seeking to acquire the Company to negotiate with the
Board prior to attempting a takeover."
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Under the rights plan, the Company has declared a dividend of one right
("Right") on each share of Class A Common Stock and Class B Common Stock of the
Company. Each Right will entitle the holder to purchase one one-hundredth of a
share of a new Series G Junior Participating Preferred Stock, par value $0.01
per share, of the Company at an exercise price of $10.00. The Rights are not
currently exercisable and will become exercisable shortly after a person or
group acquires beneficial ownership of 15 percent or more of the outstanding
Class A Common Stock of Carriage or announces a tender offer or exchange offer
the consummation of which would result in beneficial ownership by a person or
group of 15 percent or more of the outstanding Class A Common Stock. The Rights
are subject to redemption by the Company for $.001 per Right at any time prior
to the tenth day after the first public announcement of the acquisition by a
person or group of beneficial ownership of 15 percent or more of the Common
Stock. In addition, the Board of Directors is authorized to amend the Rights
plan at any time prior to such time as the Rights become exercisable.
If a person or group acquires beneficial ownership of 15 percent or more
of the Company's Class A Common Stock and the Rights are then exercisable, each
Right will entitle its holder (other than such person or members of such group)
to purchase, at the Right's then current exercise price, a number of the
Company's shares of Class A Common Stock having a market value of twice such
price. In addition, if Carriage is acquired in a merger or other business
combination transaction after a person has acquired beneficial ownership of 15
percent or more of the Company's Class A Common Stock and the Rights are then
exercisable, each Right will entitle its holder to purchase, at the Right's then
current exercise price, a number of the acquiring company's shares of common
stock having a market value of twice such price. Following the acquisition by a
person or group of beneficial ownership of 15 percent or more of the Class A
Common Stock and prior to an acquisition of beneficial ownership of 50 percent
or
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more of the Class A Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group, which will have become null
and void and nontransferable), in whole or in part, at an exchange ratio of one
share of Class A Common Stock (or one one-hundredth of a share of Series G
Preferred Stock) per Right.
The dividend distribution will be made on January 8, 2001, payable to
stockholders of record at the close of business on that date. The Rights will
expire on December 31, 2010.
Further information regarding the Rights is contained in a letter that
will be mailed to all holders of the Company's Common Stock.
Carriage Services, Inc. is the fourth largest publicly traded provider of
products and services in the death care industry in the United States. As of
December 28, 2000, Carriage Services, Inc. owned and operated 172 funeral homes
and 42 cemeteries in 31 states.
Certain statements made herein or elsewhere by, or on behalf of, the Company
that are not historical facts are intended to be forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based on assumptions that
the Company believes are reasonable; however, many important factors, as
discussed under "Cautionary Statements" in the Company's Form 10-K for the year
ended December 31, 1999, could cause the Company's results in the future to
differ materially from the forward-looking statements made herein and in any
other documents or oral presentations made by, or on behalf of, the Company.
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