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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: August 6, 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
Definitive Merger Agreement with Service Corporation International
On August 6, 1998, Equity Corporation International (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Service Corporation International, a Texas corporation ("SCI"), and SCI Delaware
Funeral Services, Inc., a Delaware corporation and a wholly owned subsidiary of
SCI.
Pursuant to and subject to the terms of the Merger Agreement, each of
the issued and outstanding shares of Company common stock, par value $0.01 per
share, ("Company Common Stock") will be converted in the merger into the right
to receive the number of shares of SCI common stock, par value $1.00 per share,
("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 Company 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 $34.00, the Company Common Stock shall be converted
into the right to receive the number of shares of SCI Common Stock determined by
dividing $27.00 by $34.00.
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.
The consummation of the merger, anticipated in the fourth quarter of
1998, is subject to the approval of holders of a majority of the shares of the
outstanding Company Common Stock and regulatory approvals pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
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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: August 10, 1998
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