<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CARRIAGE SERVICES, INC.
(Name of Issuer)
Common Stock, $0.01 PAR VALUE
(Title of Class of Securities)
143905107
(CUSIP Number)
Applewood Associates, L.P. Copy to: Stephen A. Cohen, Esq.
68 Wheatley Road Morrison Cohen Singer & Weinstein, LLP
Brookville, NY 11545 750 Lexington Avenue
Telephone (516) 626-3070 New York, New York 10022
Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 8, 1996
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following space ____.
Check the following space if a fee is being paid with the statement X . (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Applewood Associates, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
NUMBER OF 7 Sole Voting Power
SHARES 4,222,220 shares 8.7%
BENEFICIALLY (Represents 422,222 shares of the
OWNED BY Issuer's Class B Common Stock which
EACH are entitled to 10 votes per share).
REPORTING 8 Shared Voting Power
PERSON 0 shares 0%
WITH 9 Sole Dispositive Power
422,222 shares 5.3%
10 Shared Dispositive Power
0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
422,222 shares
12 Check Box if the Aggregate Amount in Row (11) excludes / /
Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC,PF
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
NUMBER OF 7 Sole Voting Power
SHARES 0 shares 0%
BENEFICIALLY 8 Shared Voting Power
OWNED BY 4,555,550 shares 9.4%
BENEFICIALLY (Represents 455,555 shares of the
OWNED BY Issuer's Class B Common Stock which
EACH are entitled to 10 votes per share).
REPORTING 9 Sole Dispositive Power
PERSON 0 shares 0%
WITH 10 Shared Dispositive Power
455,555 shares 5.8%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
455,555 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irwin Lieber
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC, PF
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
NUMBER OF 7 Sole Voting Power
SHARES 333,330 shares 0.7%
BENEFICIALLY (Represents 33,333 shares of the
OWNED BY Issuer's Class B Common Stock which
EACH are entitled to 10 votes per share).
REPORTING 8 Shared Voting Power
PERSON 4,222,220 shares 8.7%
WITH (Represents 422,222 shares of the
Issuer's Class B Common Stock which
are entitled to 10 votes per share).
9 Sole Dispositive Power
33,333 shares 0.4%
10 Shared Dispositive Power
422,222 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
455,555 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Fingerhut
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC, PF
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
NUMBER OF 7 Sole Voting Power
SHARES 877,590 shares 1.8%
BENEFICIALLY (Includes 84,259 shares of the
OWNED BY Issuer's Class B Common Stock which
EACH are entitled to 10 votes per share).
REPORTING 8 Shared Voting Power
PERSON 4,366,660 shares 9.0%
WITH (Represents 436,666 shares of the
Issuer's Class B Common Stock which
are entitled to 10 votes per share).
9 Sole Dispositive Power
119,258 shares 1.5%
10 Shared Dispositive Power
436,666 shares 5.5%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
555,924 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
7.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Applewood Capital Corp.
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
NUMBER OF 7 Sole Voting Power
SHARES 0 shares 0%
BENEFICIALLY 8 Shared Voting Power
OWNED BY 4,222,220 shares 8.4%
EACH (Represents 422,222 shares of the
REPORTING Issuer's Class B Common Stock which
PERSON are entitled to 10 votes per share). 0%
WITH
9 Sole Dispositive Power
0 shares
10 Shared Dispositive Power
422,222 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
422,222 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seth Lieber
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC, PF
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
27,770 shares 0%
(Represents 2,777 shares of the
NUMBER OF Issuer's Class B Common Stock which
SHARES are entitled to 10 votes per share)
BENEFICIALLY 8 Shared Voting Power
OWNED BY 4,222,220 shares 8.7%
EACH (Represents 422 222 shares of the
REPORTING Issuer's Class B Common Stock which
PERSON are entitled to 10 votes per share)
WITH 9 Sole Dispositive Power
2,777 shares 0%
10 Shared Dispositive Power
422,222 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
424,999 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 143905107 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jonathan Lieber
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds*
WC-PF
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
33,330 shares 0%
(Represents 3,333 shares of the
NUMBER OF Issuer's Class B Common Stock which
SHARES are entitled to 10 votes per share)
BENEFICIALLY 8 Shared Voting Power
OWNED BY 4,222,220 shares 8.7%
EACH (Represents 422,222 shares of the
REPORTING Issuer's Class B Common Stock which
PERSON are entitled to 10 votes per share)
WITH 9 Sole Dispositive Power
2,777 shares 0%
10 Shared Dispositive Power
422,222 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
425,555
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated August 8, 1996, relates to the
reporting persons' ownership of certain securities of Carriage
Services, Inc. (the Issuer ). On August 8, 1996, the Issuer
offered 3,400,000 shares of Class A Common Stock to the public in
an initial public offering (the "IPO").
ITEM 1. SECURITY AND ISSUER
Class A common stock, $0.01 par value per share ("Class
A Common Stock"),
(CUSIP No. 143905107);
Carriage Services, Inc.
1300 Post Oak Blvd.
Suite 1500
Houston, Texas 77056
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Applewood Associates, L.P., a limited partnership
organized under the laws of the State of New York
("Applewood").
(b) Address: c/o Applewood Capital Corp.
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments
(d) No.
(e) No.
2. (a) Barry Rubenstein, a general partner of Applewood,
and an officer and director of Applewood Capital Corp., a general
partner of Applewood.
(b) Address: 68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General partner of
partnerships and limited partnerships engaged in the investment
business.
(d) No.
(e) No.
(f) Citizenship: United States.
3. (a) Irwin Lieber, a general partner of Applewood and
an officer and director of Applewood Capital Corp., a general
partner of Applewood.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
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<PAGE>
(e) No.
(f) Citizenship: United States.
4. (a) Barry Fingerhut, a general partner of Applewood
and an officer and director of Applewood Capital Corp., a general
partner of Applewood and a director of the Issuer
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
(e) No.
(f) Citizenship: United States.
5. (a) Applewood Capital Corp., a corporation organized
under the laws of the State of New York ("Applewood Capital").
(b) Address: c/o Barry Rubenstein
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Applewood Capital is a general partner of Applewood.
6. (a) Seth Lieber, an officer of Applewood Capital.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
(f) Citizenship: United States.
7. (a) Jonathan Lieber, an officer of Applewood Capital.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
(f) Citizenship: United States
-10 of 16-
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 25, 1995, Applewood, Barry Fingerhut, Irwin
Lieber, Barry Rubenstein (through Woodland Partners), Jonathan
Lieber and Seth Lieber acquired 422,222, 45,555, 33,333, 33,333
and 2,777 shares of the Issuer's Series C Preferred Stock,
respectively, in a private placement (the "Private Placement").
Barry Fingerhut acquired an additional 8,333 shares of Series C
Preferred Stock, jointly with a third party in the Private
Placement. Longboat Key Associates, a general partnership
organized under the laws of the State of New York of which Mr.
Fingerhut is a general partner, acquired 6,111 shares of Series C
Preferred Stock in the Private Placement. The Series C Preferred
Stock automatically converted into shares of the Issuer's Class B
Common Stock, par value $.01 per share ("Class B Common Stock") on
the effective date of the IPO. Shares of Class B Common Stock are
not registered pursuant to Section 12 of the Securities Exchange
Act of 1934 but are convertible on a share-for-share basis into
Class A Common Stock.
Applewood obtained funds for the purchase of Class B
Common Stock from its working capital and other funds, and Barry
Fingerhut, Irwin Lieber, Jonathan Lieber and Seth Lieber each
obtained funds for the purchase of Class B Common Stock from
working capital and personal funds.
The amount of funds used in making the purchases of
Class B Common Stock in connection with the Private Placement is
set forth below:
Name Amount of Consideration
---- -----------------------
Applewood Associates, L.P. $3,800,000
Barry Rubenstein $300,000
(through Woodland Partners)
Barry Fingerhut $502,500/1/
Irwin Lieber $300,000
Seth Lieber $25,000
Jonathan Lieber $30,000
On June 25, 1996 and July 10, 1996, Barry Fingerhut
acquired 522,500 shares of the Issuer's Series D Preferred Stock
for $522,500, which shares of Series D Preferred Stock are
convertible into 38,704 shares of Class B Common Stock. The funds
for the purchase of these shares of Series D Preferred Stock came
from working capital and personal funds.
Barry Fingerhut acquired 35,000 shares of Class A
Common Stock on August 8, 1996 for $472,500, the source of which
funds was working capital and personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION. The reporting persons
acquired their shares for purposes of investment. The reporting
persons do not have any plans or proposals which relate to or
would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
--------------------
/1/ Includes $37,500 for the purchase of Barry Fingerhut's interest in
8,333 shares of Class B Common Stock owned jointly by Mr.
Fingerhut and a third party, and $55,000 for the purchase of
6,111 shares of Series C Preferred Stock by Longboat Key
Associates.
-11 of 16-
<PAGE>
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number
and percentage (based on 3,400,000 shares of Class A Common Stock
and 4,501,476 shares of Class B Common Stock outstanding as
reported by the Issuer in its Prospectus dated August 8, 1996)
of outstanding shares of Class A Common Stock owned beneficially
by each person named in Item 2, as of August 8, 1996:
<TABLE>
<CAPTION>
Percentage of
Shares of
Shares of Percent Class A
Class A of Common Stock
Common Stock Voting Beneficially
Name Beneficially Owned/1/ Control/1/ Owned
---- ------------------ ------- --------------
<S> <C> <C> <C>
Applewood Associates, L.P./2/ 422,222 8.7% 5.3%
Barry Rubenstein/2/ 455,555/3,4/ 9.4% 5.8%
Irwin Lieber/2/ 455,555/3/ 9.4% 5.8%
Barry Fingerhut/2/ 555,925/3,5/ 10.8% 7.0%
Applewood Capital Corp./2/ 422,222/3/ 8.7% 5.3%
Seth Lieber/2/ 424,999/6/ 8.7% 5.4%
Jonathan Lieber/2/ 425,555/6/ 8.7% 5.4%
</TABLE>
--------------------
/1/ Includes shares of Class B Common Stock convertible into shares of
Class A Common Stock. Holders of Class B Common Stock are
entitled to ten votes for each share held on all matters submitted
to a vote of common stockholders.
/2/ The reporting person disclaims beneficial ownership of these
securities except to the extent of its equity ownership therein.
/3/ The reporting person is a general partner of Applewood and
accordingly has shared dispositive and voting power with respect
to the 422,222 shares of Class B Common Stock owned by Applewood.
/4/ Woodland Partners, a general partnership organized under the laws
of the State of New York, acquired 33,333 shares of Series C
Preferred Stock in the Private Placement. As a general partner of
Woodland Partners, Mr. Rubenstein has shared dispositive and
voting power with respect to all shares owned by Woodland
Partners.
/5/ Mr. Fingerhut has shared dispositive and voting power with respect
to 6,111 shares of Class B Common Stock owned by Longboat Key
Associates. Includes, as of the date hereof, 38,704 shares of
Class B Common Stock convertible from 522,500 shares of the
Issuer's Series D Preferred Stock currently owned by Mr.
Fingerhut. Mr. Fingerhut has shared dispositive or voting power
with respect to 8,333 shares of Class B Common Stock are owned
jointly by Barry Fingerhut and a third party.
/6/ The reporting person is an officer of Applewood Capital and
accordingly has shared voting and dispositive power with respect
to the 422,222 shares of Class B Common Stock owned by Applewood.
-12 of 16-
<PAGE>
(b) Applewood has sole power to vote and dispose of
422,222 shares of Class B Common Stock, which represents approximately
8.7% of the combined voting power of the Class A and Class B Common
Stock and which, if fully converted into Class A Common Stock, would
represent approximately 5.3% of the outstanding Class A Common Stock.
By virtue of being a general partner of Applewood and of
Woodland Partners and an officer and director of Applewood Capital,
Barry Rubenstein may be deemed to have shared power to vote and
dispose of 455,555 shares of Class B Common Stock which represents
approximately 9.4% of the combined voting power of the Class A and
Class B Common Stock and which, if fully converted into Class A
Common Stock, would represent approximately 5.8% of the outstanding
Class A Common Stock.
Irwin Lieber has sole power to vote and dispose of
33,333 shares of Class B Common Stock which represents approximately
0.7% of the combined voting power of the Class A and Class B Common
Stock and which, if fully converted into Class A Common Stock, would
represent approximately 0.4% of the outstanding Class A Common
Stock. By virtue of being a general partner of Applewood and an
officer and director of Applewood Capital, Mr. Lieber may be deemed
to have shared power to vote and dispose of 422,222 shares of
Class B Common Stock which, if fully converted into shares of Class
A Common Stock, would represent approximately 5.3% of the
outstanding Class A Common Stock.
Barry Fingerhut has sole power to vote and dispose of
35,000 shares of Class A Common Stock, 45,555 shares of Class B
Common Stock and 522,500 shares of Series D Preferred Stock which are
convertible into 38,704 shares of Class B Common Stock. Such
shares represent approximately 1.8% of the combined voting power of
the Class A and Class B Common Stock and, if fully converted into
Class A Common Stock, would represent approximately 1.5% of the
outstanding Class A Common Stock. By virtue of being general
partner of Applewood and an officer and director of Applewood
Capital, a general partner of Longboat Key Associates and through
joint ownership with a third party, Mr. Fingerhut may be deemed to
have shared power to vote and dispose of 436,666 shares of Class B
Common Stock which represents approximately 9.0% of the combined
voting power of the Class A and Class B Common Stock and which, if
fully converted into Class A Common Stock, would represent
approximately 5.5% of the outstanding Class A Common Stock.
Applewood Capital may be deemed to have shared power to
vote and dispose of 422,222 shares of Class B Common Stock
which represents approximately 8.7% of the combined voting power of
the Class A and Class B Common Stock and which, if fully converted
into Class A Common Stock, would represent approximately 5.3% of
the outstanding Class A Common Stock.
Seth Lieber has sole power to vote and dispose of 2,777
shares of Class B Common Stock and, by virtue of being an officer of
Applewood Capital, may be deemed to have shared power to vote and
dispose of 422,222 shares of Class B Common Stock which represents
approximately 8.7% of the combined voting power of the Class A and
Class B Common Stock and which, if fully converted into Class A
Common Stock, would represent approximately 5.3% of the
outstanding shares of Class A Common Stock.
Jonathan Lieber has sole power to vote and dispose of
3,333 shares of Class B Common Stock and, by virtue of being an
officer of Applewood Capital, may be deemed to have shared power to
vote and dispose of 422,222 shares of Class B Common Stock which
represents approximately 8.7% of the combined voting power of the
Class A and Class B Common Stock and which, if fully converted into
Class A Common Stock, would represent approximately 5.3% of the
outstanding shares of Class A Common Stock.
-13 of 16-
<PAGE>
(c) The following is a description of all transaction
in shares of Class A Common Stock of the Issuer by the persons
identified in Item 2 of this Schedule 13D effected from June 8,
1996 through August 8, 1996 inclusive.
Name of Purchase or Number of Shares Purchase or
Shareholder Sale Date Purchased or (sold) Sale Price
----------- ----------- ------------------- -----------
Barry Fingerhut 8/8/96 35,000 $13.50
Barry Fingerhut acquired the shares of Class A Common
Stock in the Issuer's initial public offering.
(d) No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of such securities.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) The reporting persons have agreed not to transfer any
shares of Class A Common Stock or any securities convertible into or
exchanged for Class A Common Stock (including Class B Common Stock and
Series D Preferred Stock) until February 5, 1997 without the prior
written consent of the underwriter. The Issuer has agreed to register
up to 4,444,436 shares of Class A Common Stock issuable upon
conversion of the Class B Common Stock and has granted certain
registration rights to the holders of Series D Preferred Stock. These
registration rights have been waived in connection with the IPO.
(b) Except for the circumstances discussed or referred to in
paragraph (a) above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the
Issuer among any of the persons reporting in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement dated August 8, 1996 among the
reporting persons by which they have agreed to file this Schedule
13D and all necessary amendments, as required by Rule 13d-1(f).
-14 of 16-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, correct and complete.
APPLEWOOD ASSOCIATES, L.P.
By: /s/ Irwin Lieber
_________________________________
Irwin Lieber, General Partner
APPLEWOOD CAPITAL CORP.
By: /s/ Barry Rubenstein
_______________________________
Barry Rubenstein, President
/s/ Barry Rubenstein
_______________________________
Barry Rubenstein
/s/ Irwin Lieber
_______________________________
Irwin Lieber
/s/ Barry Fingerhut
_______________________________
Barry Fingerhut
/s/ Seth Lieber
_______________________________
Seth Lieber
/s/ Jonathan Lieber
_______________________________
Jonathan Lieber
Date: August 15, 1996
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18
U.S.C. 1001).
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<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act, as amended, the undersigned hereby agree to the
joint filing on behalf of each of them on a statement on Schedule
13D (including amendments thereto) with respect to the Common
Stock, par value $.01 per share, of Carriage Services, Inc. and
that this Agreement be included as an Exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 8th day of August, 1996.
APPLEWOOD ASSOCIATES, L.P.
By: /s/ Irwin Lieber
________________________________________
Irwin Lieber, General Partner
APPLEWOOD CAPITAL CORP.
By: /s/ Barry Rubenstein
______________________________________
Barry Rubenstein
/s/ Barry Rubenstein
___________________________________________
Barry Rubenstein, Individually
/s/ Irwin Lieber
___________________________________________
Irwin Lieber, Individually
/s/ Barry Fingerhut
___________________________________________
Barry Fingerhut, Individually
/s/ Seth Lieber
___________________________________________
Seth Lieber, Individually
/s/ Jonathan Lieber
___________________________________________
Jonathan Lieber, Individually
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