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Previous: SENSORMATIC ELECTRONICS CORP, 10-Q, 1996-11-14 |
Next: SERVICE CORPORATION INTERNATIONAL, 10-Q, 1996-11-14 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Equity Corporation International
(Name of Issuer)
Common Stock, par value $.01 per share, including preferred
share purchase rights associated with the Common Stock
(Title of Class of Securities)
294644 10 9
__________________________________
(CUSIP Number)
James M. Shelger, Service Corporation International,
1929 Allen Parkway, Houston, Texas 77019
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 14, 1996
__________________________________
(Date of Event which Requires Filing of 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 box / /.
Check the following box if a fee is being paid with the
statement / /. (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).<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investment Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Texas
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCI Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Delaware
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCI Special, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Delaware
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Service Corporation International
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Delaware
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
ITEM 1. SECURITY AND ISSUER
The Schedule 13D and Amendment No. 1 thereto (the
"Schedule 13D") filed with the United States Securities and
Exchange Commission on May 13, 1996 by Investment Capital
Corporation ("ICC"), SCI Capital Corporation ("SCI Capital"),
SCI Special, Inc. ("SCI Special") and Service Corporation
International ("SCI") with respect to the common stock, par
value $.01 per share, including preferred share purchase rights
associated with the common stock (the "Common Stock"), of
Equity Corporation International, a Delaware corporation (the
"Issuer") is hereby amended to furnish the information set
forth herein. All capitalized terms contained herein shall
have the same meanings ascribed to such terms in the Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended to add the following paragraph:
The names, business addresses, principal occupations
and citizenship of the executive officers and directors of SCI
Capital as of November 13, 1996 as well as the name, principal
business and address of the corporation or organization in
which such occupation is conducted, are set forth in Schedule
1-A hereto, which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and restated to read in its
entirety as follows:
The Shares of Common Stock were acquired by ICC for
purposes of investment. Except as set forth below, none of the
Reporting Persons has any plans or proposals which relate to or
would result in any of the items described in Schedule 13D,
Item 4, paragraphs (a) through (j).
The Board of Directors of SCI has authorized the
executive officers of SCI to pursue the disposition of all or
a portion of the Common Stock of the Issuer beneficially owned
by the Reporting Persons. There can be no assurances that any such
disposition will occur nor as to the timing or manner thereof.
Any such disposition may or may not be conditioned upon or related
to the acquisition by SCI or one or more of its affiliates of
The Loewen Group, Inc.
Page 6 of 9 Pages<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended to add the following:
From and after the filing of Amendment No. 1 to the
Schedule 13D, and as of November 13, 1996, optionees under the
Plan have exercised options for 3,333 shares of Common Stock on
May 30, 1996, 2,000 shares of Common Stock on July 3, 1996 and
3,333 shares of Common Stock on September 3, 1996. In each
case, the option exercise price was $13.000 per share.
After giving effect to the Issuer's 3-for-2 stock
split distributed in October 1996, the Reporting Persons were
the beneficial owners as of November 13, 1996 of 7,994,747
shares of Common Stock of the Issuer, which represented 41.6%
of the outstanding shares of Common Stock. Under the Plan,
options to purchase 696,501 shares have not yet been exercised.
Of such unexercised options, options to purchase 459,501 shares
of Common Stock are currently exercisable, and options to
purchase 237,000 shares of Common Stock are not exercisable
within the next sixty (60) days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement Regarding Joint Filing of
Schedule 13D
Page 7 of 9 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete
and correct.
November 14, 1996 INVESTMENT CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI SPECIAL, INC.
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M Shelger
Name: James M. Shelger
Title: Senior Vice President,
General Counsel and
Secretary
Page 8 of 9 Pages<PAGE>
SCHEDULE A-1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF
SCI CAPITAL CORPORATION
Listed below are the directors and executive officers of SCI
Capital Corporation. Each director and executive officer is a citizen of
the United States.
Name, Title with
SCI Capital Corporation Principal Occupation, Employer
and Business Address and Employer's Address
Douglas B. Miller Regional President/Southern California/
President and Director Hawaii
10621 Victory Blvd. SCI California Funeral Services, Inc.
North Hollywood, California 1929 Allen Parkway
91606 Houston, Texas 77019
Michael K. Wick Regional President/Northern California
Vice President and Director SCI California Funeral Services, Inc.
8201 Greenback Lane, 3rd Floor 1929 Allen Parkway
Fair Oaks, California 95628 Houston, Texas 77019
Olen Rowe Area Manager
Secretary and Director Mt. View Cemetery of San Bernadino
570 East Highland Avenue 1929 Allen Parkway
San Bernadino, California Houston, Texas 77019
92404
John H. Lohman, Jr. Director/Taxation
Treasurer SCI Management Corporation
1929 Allen Parkway 1929 Allen Parkway
Houston, Texas 77019 Houston, Texas 77019
Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
This will evidence our agreement, in accordance with
Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, that the attached amendment to statement on
Schedule 13D is filed on behalf of the undersigned.
November 14, 1996 INVESTMENT CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI SPECIAL, INC.
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
Name: James M. Shelger
Title: Senior Vice President,
General Counsel and
Secretary
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