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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 31, 1998
EQUITY CORPORATION INTERNATIONAL
(Exact name of Registrant as specified in its charter)
<TABLE>
<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
STOCKHOLDER APPROVAL OF MERGER AND AGREEMENT WITH THE FEDERAL TRADE COMMISSION
STAFF
On December 31, 1998, Equity Corporation International, a Delaware
corporation ("ECI"), and Service Corporation International, a Texas corporation
("SCI"), jointly announced (i) the approval by the stockholders of ECI of the
previously-announced proposed merger of ECI with and into a wholly owned
subsidiary of SCI (the "Merger"), and (ii) the execution by SCI of an Agreement
Containing Consent Order with the staff of the Federal Trade Commission ("FTC")
resolving regulatory concerns of the FTC staff with regard to the Merger, 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release, dated December 31, 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/ James P. Hunter, III
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James P. Hunter, III
Chairman, President and
Chief Executive Officer
Date: January 4, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
SERVICE CORPORATION INTERNATIONAL AND
EQUITY CORPORATION INTERNATIONAL
JOINTLY ANNOUNCE ECI STOCKHOLDER APPROVAL OF MERGER
AND AGREEMENT WITH THE FEDERAL TRADE COMMISSION STAFF
HOUSTON, TEXAS, December 31, 1998 . . . Service Corporation International ("SCI
- - NYSE: SRV) and Equity Corporation International ("ECI" - NYSE: EQU) jointly
announced today that the stockholders of ECI have approved the previously
announced merger between ECI and a wholly-owned subsidiary of SCI ("Merger").
SCI and ECI also announced that SCI has entered into an Agreement Containing
Consent Order with the staff of the Federal Trade Commission ("FTC") resolving
regulatory concerns of the FTC staff with regard to the Merger. The Agreement
Containing Consent Order is subject to acceptance by the FTC. As part of the
proposed Consent Order, SCI has agreed to sell certain assets subject to
divestiture to Carriage Services, Inc.
It is anticipated that the Merger will be consummated promptly following
acceptance of the proposed Consent Order by the FTC. The consummation of the
Merger, anticipated in January of 1999, is also subject to other customary
closing conditions.
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.
For additional information contact:
SCI: Todd A. Matherne
Vice President & Treasurer Tel: (713) 525-5243
Media:
Kate Inverarity, Brunswick Group Tel: (212) 333-3810
ECI: W. Cardon Gerner, Chief Financial Officer Tel: (409) 631-8703
Media:
Michael Porter, Porter LeVay & Rose Tel: (212) 564-4700
Other Service Corporation International 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
