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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 18, 1996
EQUITY CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
0-24728
(Commission file number)
75-2521142
(I.R.S. employer identification number)
415 SOUTH FIRST STREET, SUITE 210
LUFKIN, TEXAS
(Address of principal executive offices)
75901
(Zip Code)
(409) 634-1033
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On September 16, 1996, Equity Corporation International ("The Company")
acquired substantially all the operating assets of Carmony-Ewing Funeral
Homes, Inc., the common stock of Carmony Funeral Homes, Inc. from David
Carmony, and certain real property of R.L. Ewing (collectively referred to as
"Carmony-Ewing"). On September 5, 1996, the Company acquired substantially
all the operating assets of Jones & Rich, Inc. ("Jones-Rich"). Effective June
30, 1996, the Company acquired substantially all the operating assets of the
Whitehurst Funeral Home ("Whitehurst"). On May 2, 1996, the Company acquired
substantially all the funeral home operating assets of Robert E. and Marjorie
B. Lee as well as substantially all the operating assets of Ferguson-Lee, Inc.
(collectively referred to as "Ferguson-Lee"). Additionally, on March 18,
1996, the Company acquired substantially all the operating assets of
Weathersbee Funeral Home and certain real property of S.M. Weathersbee and
J.D. Weathersbee ("Weathersbee"). Carmony-Ewing, Jones-Rich, Ferguson-Lee and
Weathersbee are collectively referred to as the "Acquired Businesses." Total
consideration for these acquisitions consisted of approximately $10,563,000 in
cash, $3,022,000 in notes and $336,000 in other liabilities. Approximately
$250,000 of the cash portion of the purchase consideration was made available
through a draw on the Company's existing credit facility and the remainder was
available from working capital primarily provided from proceeds of the
Company's equity offering which was consummated in May 1996.
The consideration was determined through negotiations between the Company and
representatives of the Acquired Businesses. In connection with these
acquisitions, the Company entered into customary employment, consulting and
non-compete agreements with certain employees and former owners of the
Acquired Businesses. The acquisitions will be accounted for under the
purchase method of accounting for financial reporting purposes.
The Acquired Businesses are funeral homes providing deathcare services,
including all services related to funerals, providing funeral facilities and
vehicles, and selling related merchandise. Carmony-Ewing and Ferguson-Lee
provide these services in Indiana, Jones-Rich in Maine, Whitehurst in northern
Florida and Weathersbee in central Texas.
The Company is not aware of any pre-existing material relationships between
(i) any Acquired Businesses or their shareholders, on the one hand, and (ii)
the Company, any of the Company's affiliates, directors and officers or any
associate of such directors and officers, on the other hand.
The Company also completed the acquisition of several other businesses (the
"Other Businesses") between January 1, 1996 and September 18, 1996. None of
the Acquired Businesses or Other Businesses are individually material to the
results of operations or financial condition of the Company. However, the
acquisition of the Acquired Businesses and the Other Businesses may require
the filing of financial statements and pro forma financial information
pursuant to Rules 3-05(b)(1)(i) and 11-01(c) of Regulation S-X to the extent
such businesses would collectively constitute a "significant subsidiary" under
such Rules.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of the business acquired.
The Company believes that it is impractical to provide financial statements of
the Acquired Businesses on the date of this filing, and will, if required,
file such financial statements when available but not later than 60 days after
the date on which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
The Company believes that it is impractical on the date of this filing to
provide pro forma financial information reflecting the Company's acquisitions,
and the Company will, if required, file such financial information when
available but not later than 60 days after the date on which this Current
Report on Form 8-K must be filed.
(c) Exhibits. None
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this current report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: September 24, 1996
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. Cardon Gerner
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Senior Vice President
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
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