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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
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Date of Earliest Event Reported: December 14, 1998
EQUITY CORPORATION INTERNATIONAL
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-24728 75-2521142
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
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415 South First Street, Suite 210
Lufkin, Texas 75901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (409) 631-8700
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ITEM 5. OTHER EVENTS
AMENDMENT TO MERGER AGREEMENT WITH SERVICE CORPORATION INTERNATIONAL
On December 15, 1998, Equity Corporation International, a Delaware
corporation ("ECI"), and Service Corporation International, a Texas corporation
("SCI"), jointly announced an amendment, dated as of December 14, 1998, to the
Agreement and Plan of Merger, dated as of August 6, 1998, by and among SCI, a
wholly owned subsidiary of SCI and ECI, as more fully described in the press
release filed as Exhibit 99.1 to this Current Report on Form 8-K. The contents
of such Exhibit are incorporated herein by reference.
ECI RESCHEDULES SPECIAL MEETING OF STOCKHOLDERS TO APPROVE MERGER
On December 17, 1998, ECI announced that it has rescheduled the date of
its Special Meeting of Stockholders to Thursday, December 31, 1998. The Special
Meeting will be held at 10:00 a.m. Houston time, at the Doubletree Hotel Post
Oak, 2001 Post Oak Boulevard, Houston, Texas, as more fully described in the
press release filed as Exhibit 99.2 to this Current Report on Form 8-K. The
contents of such Exhibit are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated December 15, 1998.
99.2 Press Release, dated December 17, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. Cardon Gerner
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W. Cardon Gerner
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Duly Authorized Officer)
Date: December 17, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
SERVICE CORPORATION INTERNATIONAL AND
EQUITY CORPORATION INTERNATIONAL
JOINTLY ANNOUNCE MERGER MODIFICATIONS
HOUSTON, TEXAS, December 15, 1998 . . . Service Corporation International
("SCI") and Equity Corporation International ("ECI") jointly announced today
that the previously announced Agreement and Plan of Merger (the "Merger
Agreement") by and among SCI, a wholly owned subsidiary of SCI, and ECI has been
amended to:
- Increase the minimum price of SCI Common Stock used to
calculate the Merger consideration to be received by ECI's
stockholders from $34.00 to $38.00.
- Increase the maximum amount of asset divestitures required to
obtain antitrust approval.
Pursuant to and subject to the terms of the Merger Agreement, as amended, each
of the issued and outstanding shares of ECI Common Stock will be converted in
the Merger into the right to receive the number of shares of SCI Common Stock
determined by dividing $27.00 by the Average SCI Stock Price (as defined below);
provided, however, that (i) in the event the Average SCI Stock Price is greater
than $41.50, the ECI Common Stock shall be converted into the right to receive
the number of shares of SCI Common Stock determined by dividing $27.00 by $41.50
and (ii) in the event the Average SCI Stock Price is less than $38.00, the ECI
Common Stock shall be converted into the right to receive the number of shares
of SCI Common Stock determined by dividing $27.00 by $38.00.
The "Average SCI Stock Price"means the average of the Daily Per Share Prices (as
defined below) for the ten consecutive trading days ending on the third trading
day prior to the closing of the Merger. The "Daily Per Share Price" for any
trading day means the weighted average of the per share selling prices on the
New York Stock Exchange, Inc. (the "NYSE") of SCI Common Stock (as reported in
the NYSE Composite Transactions) for that day.
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The Merger Agreement has been amended considering the status of current
discussions with the staff of the Federal Trade Commission ("FTC"). The Merger
Agreement provides that SCI shall propose, negotiate, commit to and effect the
sale, divestiture or disposition of such assets or businesses of SCI, or
effective as of the effective time of the Merger, ECI, as may be required in
order to avoid the entry of, or to effect the dissolution of, any injunction or
order which would have the effect of preventing or delaying the closing of the
transactions contemplated by the Merger Agreement. The Merger Agreement has been
amended to provide that SCI will not be required to sell, divest, dispose of or
hold separate assets or businesses with aggregate 1997 revenues in excess of $20
million, rather than the $10 million amount provided for prior to amendment of
the Merger Agreement. Based on previous discussions with the FTC staff, SCI and
ECI anticipate that antitrust approvals will likely require divestitures with
1997 revenues in excess of $10 million. The parties believe, however, that any
required divestitures will not have 1997 revenues in excess of $20 million.
The consummation of the Merger, anticipated in late December 1998 or January of
1999, is subject to the approval of holders of a majority of the shares of the
outstanding ECI Common Stock and other customary closing conditions. As a
consequence of these developments, the special meeting of ECI's stockholders
called for December 22, 1998 to approve the Merger and the Merger Agreement has
been postponed to a date to be announced. A supplement to the ECI Proxy
Statement describing these changes will be distributed to ECI's stockholders
entitled to vote on the merger.
As of September 30, 1998, SCI affiliates operated 3,370 funeral service
locations, 430 cemeteries and 180 crematoria. SCI provides funeral and cemetery
services in 18 countries on five continents.
Certain matters discussed in this release are forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Such risks and uncertainties include, but are
not limited to, the following: The company maintaining its high level of
acquisition activity and achieving expected performance from these acquired
businesses, and the ability to manage internal growth of existing operations;
the economy, competition and death rates in the company's geographic areas of
operations; and sufficient availability of capital resources to fund future
acquisitions and planned levels of capital expenditures which will depend on
prevailing market conditions, interest rates, and the financial condition of the
company.
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For additional information contact:
Todd A. Matherne
Vice President & Treasurer Tel: (713) 525-5243
Media Inquiries:
Kate Inverarity, Brunswick Group Tel: (212) 333-3810
Other Service Corporation International information and press releases are
available through Company News On- Call by fax, (800) 758-5804, extension
104532, or at http://www.prnewswire.com or SCI's homepage:
http://www.sci-corp.com
Exhibit 99.2
FOR IMMEDIATE RELEASE
EQUITY CORPORATION INTERNATIONAL
RESCHEDULES SPECIAL STOCKHOLDER MEETING TO APPROVE MERGER
Lufkin, Texas, December 17, 1998 - Equity Corporation International
("ECI") (NYSE: EQU) announced today that it has rescheduled the date of its
Special Meeting of Stockholders to Thursday, December 31, 1998. The meeting will
be held at 10:00 A.M., Houston time, at the Doubletree Hotel Post Oak, 2001 Post
Oak Boulevard, Houston, Texas. Stockholders of ECI will be asked to approve the
proposed merger of ECI with a wholly-owned subsidiary of Service Corporation
International ("SCI") (NYSE: SRV) and the related merger agreement, as amended.
The record date for ECI stockholders entitled to vote at the Special Meeting
will continue to be November 19, 1998. ECI will mail to stockholders entitled to
vote at the Special Meeting a supplement to the Proxy Statement/Prospectus
discussing the previously announced recent amendment to the merger agreement
together with an additional proxy. Proxies previously submitted in connection
with the postponed Special Meeting of Stockholders will be voted at the
rescheduled meeting, unless revoked.
This release shall not constitute an offer to purchase securities of
SCI or a solicitation of proxies in connection with the proposed Special Meeting
of Stockholders of ECI. Such offers and solicitations will be made solely by
means of the supplement and the Proxy Statement/ Prospectus mailed to ECI
stockholders entitled to vote at the Special Meeting. A copy of the supplement
or the Proxy Statement/Prospectus may be obtained from ECI by contacting W.
Cardon Gerner, Chief Financial Officer at (409) 631-8703.
