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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2008
Carriage Services, Inc.
(Exact name of registrant as specified in is charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-11961
(Commission
File Number)
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76-0423828
(IRS Employer
Identification No.) |
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)
Registrants telephone number, including area code:
(713) 332-8400
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory Note
This Form 8-K/A amends an earlier Current Report on Form 8-K we filed on July 9, 2008
(the Original 8-K). The Original 8-K incorrectly reports that Mr. Dixon will begin work for the
Company August 14, 2008. Mr. Dixons employment with the Company will begin July 14, 2008, as
restated and corrected in ITEM 5.02 below.
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ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(c) Appointment of Chief Financial Officer
On July 8, 2008, Carriage Services, Inc. (the Company) announced that Billy D. Dixon, age
37, has joined the Company as Senior Vice President and Chief Financial Officer. Mr. Dixons
employment with the Company will begin July 14, 2008. He has otherwise no relationship with the
Company, its directors or its executive officers. Mr. Dixon was employed by British Petroleums
North American Gas and Power Business Unit (NAGP) beginning in 2001 initially as a credit and
commercial contract attorney, then as Chief Credit Officer until 2005 when he became Vice President
of Strategic Origination responsible for NAGPs inorganic acquisition growth strategy and
execution. In 2007 Mr. Dixon became Vice President of NAGPs Gulf Coast/Texas region responsible
for the physical trading, marketing, scheduling and storage of natural gas.
As Senior Vice President and CFO, Mr. Dixon will receive an annual base salary of $250,000,
and will participate in the Companys 2008 short-term cash incentive compensation plan at a target
award level of 50% of his annual base salary for the remainder of 2008. Mr. Dixon will also be
eligible to participate in the Companys long term share-based incentive program for senior
executives, all in a manner and on terms and conditions substantially similar to other Company
executive officers.
ITEM 8.01 OTHER EVENTS
On July 8, 2008, the Company issued a News Release announcing, among other things, that Billy
D. Dixon has joined the Company as Senior Vice President and Chief Financial Officer. A copy of
the News Release is attached to this Form 8-K as Exhibit 99.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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The exhibits are listed in the Exhibit Index set forth on the final page of this
Current Report. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc.
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARRIAGE SERVICES, INC.
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Dated: July 10, 2008 |
By: |
/s/ Terry E. Sanford
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Terry E. Sanford |
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Senior Vice President, Chief Accounting Officer and Treasurer |
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INDEX TO EXHIBITS
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Exhibit |
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Description |
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99
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News release dated July 8, 2008. |
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exv99
Exhibit 99
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Press Release |
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Contacts:
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Mel Payne, Chairman & CEO |
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Terry Sanford, CAO and Treasurer |
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Carriage Services, Inc. |
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713-332-8400 |
FOR IMMEDIATE RELEASE |
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Ken Dennard / ksdennard@drg-e.com |
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Kip Rupp /krupp@drg-e.com |
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DRG&E /713-529-6600 |
CARRIAGE SERVICES NAMES
BILLY D. DIXON AS SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
July 8, 2008 HOUSTON Carriage Services, Inc. (NYSE: CSV) announced today that Billy D. Dixon,
age 37, has joined the company as Senior Vice President and Chief Financial Officer.
Mr. Dixon started his career in 1993 as a production engineer for Anadarko Petroleum after
which he worked as an oil and gas attorney for two law firms, including Locke Liddell & Sapp LLP.
In 2001 he joined British Petroleums North American Gas and Power Business Unit (NAGP) initially
as a credit and commercial contract attorney, then as Chief Credit Officer until 2005 when he
became Vice President of Strategic Origination responsible for NAGPs inorganic acquisition growth
strategy and execution. In 2007 Mr. Dixon became Vice President of NAGPs Gulf Coast/Texas region
responsible for the physical trading, marketing, scheduling and storage of natural gas. Mr. Dixon
is a graduate of the University of Texas with a B.S. in Petroleum Engineering and the University of
Houston with a J.D. in Law.
Commenting on the announcement, Melvin C. Payne, Chairman and Chief Executive Officer of
Carriage Services, stated, I am extremely pleased that Billy has joined our company as Chief
Financial Officer and will become a member of our Executive Team. During a fifteen year career in
the energy business, Billy accomplished much in numerous roles in which he developed a strong track
record as an innovator and builder of high performance teams. His leadership skills, an ability to
learn new areas fast, and a passion for winning and Being the Best at whatever he undertakes, make
him an ideal fit for Carriage at this critical stage in our development. I am confident that Billy
will be instrumental in our future success as we execute our models to build long term shareholder
value.
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Carriage Services is a leading provider of death care services and products. As of July
8th, 2008, Carriage operates 136 funeral homes in 25 states and 32 cemeteries in 11 states.
Certain statements made herein or elsewhere by, or on behalf of, the Company that are not
historical facts are intended to be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are based on assumptions that the Company believes are reasonable;
however, many important factors, as discussed under Forward-Looking Statements and Cautionary
Statements in the Companys Annual Report and Form 10-K for the year ended December 31, 2007,
could cause the Companys results in the future to differ materially from the forward-looking
statements made herein and in any other documents or oral presentations made by, or on behalf of,
the Company. The Company assumes no obligation to update or publicly release any revisions to
forward-looking statements made herein or any other forward-looking statements made by, or on
behalf of, the Company. A copy of the Companys Form 10-K, and other Carriage Services information
and news releases, are available at www.carriageservices.com.
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