<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K/A
------------------------
<TABLE>
<S> <C>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-6402-1
</TABLE>
------------------------
SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 74-1488375
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1929 ALLEN PARKWAY 77019
HOUSTON, TEXAS (Zip code)
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: 713/522-5141
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
Common Stock ($1 par value) New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
6.5% Convertible Subordinated New York Stock Exchange
Debentures due 2001
10% Subordinated Debentures due 2000 American Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the common stock held by non-affiliates of
the registrant is $2,203,565,274 based upon a closing market price of $26 5/8 on
March 21, 1994 of a share of common stock as reported on the New York Stock
Exchange -- Composite Transactions Tape.
The number of shares outstanding of the registrant's common stock as of
March 21, 1994 was 85,837,877 (excluding treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its 1994
Annual Meeting of Shareholders (Part III)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1)-(2) Financial Statements and Schedules:
The financial statements and schedules are listed in the accompanying
Index to Financial Statements and Related Schedules at page 14 of this
report.
(3) Exhibits:
The exhibits listed on the accompanying Exhibit Index at pages 3-5 of
this amendment are filed as part of this report, as amended.
(b) Reports on Form 8-K:
During the quarter ended December 31, 1993, the Company filed a Form
8-K dated December 21, 1993 reporting under "Item 7. Financial Statements
and Exhibits" certain exhibits being filed concerning an amendment to the
Company's Employee Stock Purchase Plan.
(c) Included in (a) above.
(d) Included in (a) above.
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Service Corporation International, has
duly caused this report, as amended, to be signed on its behalf by the
undersigned, thereunto duly authorized.
SERVICE CORPORATION INTERNATIONAL
Dated: April 5, 1994 By: JAMES M. SHELGER
(James M. Shelger,
Senior Vice President, General
Counsel and Secretary)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report, as amended, has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------- --------------------------------- ---------------
<S> <C> <C>
R. L. WALTRIP* Chairman of the Board and Chief
(R. L. Waltrip) Executive Officer
SAMUEL W. RIZZO* Executive Vice President and
(Samuel W. Rizzo) Chief Financial
Officer/Treasurer (Principal
Financial Officer) and Director
VINCENT L. VISOSKY Vice President Finance (Principal
(Vincent L. Visosky) Accounting Officer)
ANTHONY L. COELHO*
(Anthony L. Coelho)
DOUGLAS M. CONWAY*
(Douglas M. Conway)
JACK FINKELSTEIN*
(Jack Finkelstein)
A. J. FOYT, JR.*
(A. J. Foyt, Jr.)
JAMES J. GAVIN, JR.*
(James J. Gavin, Jr.)
JAMES H. GREER* April 5, 1994
(James H. Greer)
L. WILLIAM HEILIGBRODT*
(L. William Heiligbrodt)
B. D. HUNTER* Directors
(B. D. Hunter)
JOHN W. MECOM, JR.*
(John W. Mecom, Jr.)
CLIFTON H. MORRIS, JR.*
(Clifton H. Morris, Jr.)
E. H. THORNTON, JR.*
(E. H. Thornton, Jr.)
W. BLAIR WALTRIP*
(W. Blair Waltrip)
EDWARD E. WILLIAMS*
(Edward E. Williams)
*By JAMES M. SHELGER
(James M. Shelger, as Attorney-In-Fact
for each of the Persons indicated)
</TABLE>
2
<PAGE> 4
EXHIBIT INDEX
PURSUANT TO ITEM 601 OF REG. S-K
<TABLE>
<CAPTION>
EXHIBIT NO.* DESCRIPTION
------------ -----------
<S> <C>
3.1 -- Restated Articles of Incorporation, as amended. (Incorporated by
reference to Exhibit 3.1 to Registration Statement No. 2-50721 on
Form S-1).
3.2 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit (4)(i)l to Form 10-Q for the
fiscal quarter ended July 31, 1982).
3.3 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal
quarter ended July 31, 1983).
3.4 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 4.7 to Registration Statement
No. 33-8727 on Form S-3).
3.5 -- Articles of Amendment to Restated Articles of Incorporation, dated
September 11, 1987. (Incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to Registration Statement No. 33-16678 on Form S-4).
3.6 -- Statement of Resolution Establishing Series of Shares of Series C
Junior Participating Preferred Stock, dated August 5, 1988.
(Incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal
quarter ended July 31, 1988).
3.7 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 3.8 to Registration Statement
No. 33-47097 on Form S-4).
3.8 -- Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form
10-K for the fiscal year ended December 31, 1991).
4.1 -- Rights Agreement dated as of July 18, 1988 between the Company and
Texas Commerce Bank National Association. (Incorporated by reference
to Exhibit 1 to Form 8-K dated July 18, 1988).
4.2 -- Amendment, dated as of May 10, 1990, to the Rights Agreement, dated
as of July 18, 1988, between the Company and Texas Commerce Bank
National Association. (Incorporated by reference to Exhibit 1 to Form
8-K dated May 10, 1990).
4.3 -- Agreement Appointing a Successor Rights Agent under Rights Agreement,
dated as of June 1, 1990, by the Company and Ameritrust Company
National Association. (Incorporated by reference to Exhibit 4.1 to
Form 10-Q for the fiscal quarter ended June 30, 1990).
4.4 -- Undertaking to furnish instruments related to long-term debt.
10.1 -- Retirement Plan For Non-Employee Directors. (Incorporated by
reference to Exhibit 10.1 to Form 10-K for the fiscal year ended
December 31, 1991).
10.2 -- Supplemental Executive Retirement Plan, and form of Supplemental
Executive Retirement Plan Trust. (Incorporated by reference to
Exhibit 19.1 to Form 10-Q for the fiscal quarter ended March 31,
1989).
10.3 -- First Amendment to the Supplemental Executive Retirement Plan; Second
Amendment to the Supplemental Executive Retirement Plan; and Third
Amendment to the Supplemental Executive Retirement Plan.
(Incorporated by reference to Exhibit 10.3 to Form 10-K for the
fiscal year ended December 31, 1991).
10.4 -- Agreement dated May 14, 1992 between the Company, R. L. Waltrip and
related parties relating to life insurance. (Incorporated by
reference to Exhibit 10.4 to Form 10-K for the fiscal year ended
December 31, 1992).
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO.* DESCRIPTION
------------ -----------
<S> <C>
10.5 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between the Company and R. L. Waltrip. (Incorporated by
reference to Exhibit 10.1 to Form 10-Q for the fiscal quarter ended
September 30, 1993).
10.6 -- Non-Competition Agreement and Amendment to Employment Agreement,
dated November 11, 1991, among the Company, R. L. Waltrip and Claire
Waltrip. (Incorporated by reference to Exhibit 10.8 to Form 10-K for
the fiscal year ended December 31, 1992).
10.7 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between the Company and L. William Heiligbrodt. (Incorporated
by reference to Exhibit 10.2 to Form 10-Q for the fiscal quarter
ended September 30, 1993).
10.8 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between the Company and Samuel W. Rizzo. (Incorporated by
reference to Exhibit 10.3 to Form 10-Q for the fiscal quarter ended
September 30, 1993).
10.9 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between the Company and W. Blair Waltrip. (Incorporated by
reference to Exhibit 10.4 to Form 10-Q for the fiscal quarter ended
September 30, 1993).
10.10 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between the Company and John W. Morrow, Jr. (Incorporated by
reference to Exhibit 10.5 to Form 10-Q for the fiscal quarter ended
September 30, 1993).
10.11 -- Form of Employment Agreement pertaining to officers (other than the
officers referenced in the five preceding exhibits). (Incorporated by
reference to Exhibit 10.6 to Form 10-Q for the fiscal quarter ended
September 30, 1993).
10.12 -- Salary Continuation Agreement dated April 1, 1991 between the Company
and Robert L. Waltrip. (Incorporated by reference to Exhibit 10.17 to
Form 10-K for the fiscal year ended December 31, 1991).
10.13 -- Forms of two Salary Continuation Agreements applicable to officers of
the Company (other than the officer referenced in the preceding
exhibit). (Incorporated by reference to Exhibit 10.19 to Form 10-K
for the fiscal year ended December 31, 1991).
10.14 -- Executive Liability and Indemnification Policy of insurance.
(Incorporated by reference to Exhibit 10.17 to Form 10-K for the
fiscal year ended December 31, 1992).
10.15 -- Form of 1986 Stock Option Plan. (Incorporated by reference to Exhibit
10.21 to Form 10-K for the fiscal year ended December 31, 1991).
10.16 -- Amended 1987 Stock Plan. (Incorporated by reference to Appendix A to
Proxy Statement dated April 1, 1991).
10.17 -- Service Corporation International (Canada) Limited Stock Option Plan.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NO.* DESCRIPTION
------------ -----------
<S> <C>
10.18 -- Agreement for Reorganization, dated August 15, 1989 among Morrow
Partners, Inc., J. W. Morrow Investment Company, John W. Morrow, Jr.,
Billy Dee Davis and the Company; Agreement-Not-To-Compete, dated
August 15, 1989, between John W. Morrow, Jr., Morrow Partners, Inc.
and the Company, and; Lease dated August 15, 1989, by John W. Morrow,
Jr. and Crawford-A. Crim Funeral Home, Inc. (Incorporated by
reference to Exhibit 10.27 to Form 10-K for the fiscal year ended
December 31, 1989).
10.19 -- Stock Sale Agreement, dated November 13, 1992, among IFC-YP, Inc.,
Huntco Acquisitions Holding, Inc., Huntco Steel, Inc. and B. D.
Hunter, and; Promissory Note dated November 30, 1992 from Huntco
Acquisitions Holding, Inc. to
IFC-YP, Inc. (Incorporated by reference to Exhibit 10.26 to Form 10-K
for the fiscal year ended December 31, 1992).
10.20 -- Casket Supply and Requirements Agreement, dated October 31, 1990,
between York Acquisition Corp. and SCI Funeral Services, Inc., and;
First Amendment to Casket Supply and Requirements Agreement, dated
December 30, 1992. (Incorporated by reference to Exhibit 10.27 to
Form 10-K for the fiscal year ended December 31, 1992).
10.21 -- Supplemental Executive Retirement Plan for Senior Officers (as
Amended and Restated Effective as of December 31, 1993).
10.22 -- ISDA Master Agreement dated February 4, 1993; Amendment to the Master
Agreement dated August 12, 1993; Confirmation dated August 13, 1993;
Confirmation dated November 1, 1993 and Notice of Exercise; all of
which are between Morgan Guaranty Trust Company of New York and the
Company.
10.23 -- First Amendment to Amended 1987 Stock Plan
11.1 -- Computation of Earnings Per Share.
12.1 -- Ratio of Earnings to Fixed Charges.
16.1 -- Letter from Ernst & Young dated April 1, 1994 containing its
statement with respect to Item 9 of Form 10-K: Changes In and
Disagreements with Accountants on Accounting and Financial
Disclosure.
21.1 -- Subsidiaries of the Company.
23.1 -- Consent of Independent Accountants (Coopers & Lybrand).
23.2 -- Consent of Independent Auditors (Ernst & Young).
24.1 -- Directors' Powers of Attorney.
24.2 -- Power of Attorney of Samuel W. Rizzo
</TABLE>
- ---------------
* All Exhibits, other than Exhibits 16.1 and 24.2, have been previously filed
with or incorporated by reference into this report, as amended. Exhibits 16.1
and 24.2 are filed with this amendment.
In the above list, the management contracts or compensatory plans or
arrangements are set forth in Exhibits 10.1 through 10.13, 10.15 through 10.17,
10.21 and 10.23.
5
<PAGE> 1
EXHIBIT 16.1
[ERNST & YOUNG LETTERHEAD]
April 1, 1994
The Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Service Corporation International (SCI) has requested that we read Item 9
of Form 10-K filed March 31, 1994, and provide this letter. We note that SCI has
determined to revise its disclosure about the change in auditors previously
reported in Form 8-K, filed April 1, 1993, and various amendments thereto, to
provide a chronological history of the matter. Item 9 refers to our views in
paragraph 4 and the last sentence of paragraph 5 as previously reported in
amendments to SCI's Form 8-K dated April 6, 1993, and May 5, 1993, and we have
nothing further to add.
Very truly yours,
/s/ ERNST & YOUNG
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director or both, of Service Corporation International, a Texas corporation (the
"Company"), does hereby constitute and appoint Samuel W. Rizzo and James M.
Shelger their true and lawful attorneys and agents (each with authority to act
alone), with power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
the Company's Annual Report to the Securities and Exchange Commission on Form
10-K for the fiscal year of the Company ending December 31, 1993 or to any
amendments thereto filed with the Securities and Exchange Commission, and to any
instrument or document filed as a part of, as an exhibit to or in connection
with said Report or amendments; and the undersigned does hereby ratify and
confirm as his own act and deed all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 17th
day of February, 1994.
/s/ Samuel W. Rizzo
