UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Carriage Services, Inc.

Delaware		1-11961		76-0423828
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

3040 Post Oak Boulevard, Suite 300 Houston, Texas		77056
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code:
(713) 332-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instructions A.2.):

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))

 

 

ITEM 5.02		DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

     (c) Appointment of Officers

     On September 12, 2008, the Board of Directors of the Company approved the following senior management promotions and changes. Terry E. Sanford, age 53, Senior Vice President, Chief Accounting Officer and Treasurer, has been named Chief Financial Officer. Jay D. Dodds, age 48, formerly Senior Regional Operations Partner, has been named Senior Vice President and Chief Operating Officer, a role that Melvin C. Payne, Carriage’s current Chairman of the Board and Chief Executive Officer, previously performed. J. Bradley Green, age 36, formerly Vice President, Human Resources and General Counsel, has been promoted to Senior Vice President and General Counsel.

     Terry Sanford joined the Carriage in 1997 as the Financial Controller and was promoted in 2000 to Vice President and Corporate Controller and in 2006 to Senior Vice President, Chief Accounting Officer and Treasurer. Mr. Sanford’s work history prior to joining Carriage included senior financial positions in manufacturing, financial services and consumer products companies and in public accounting. Mr. Sanford is a CPA.

     Jay Dodds has been with Carriage Services in various operating positions for 14 years and was Senior Regional Partner with direct responsibility over the Central Region for the past 3 years. Mr. Dodds has over 25 years of professional funeral home and cemetery experience ranging from local business management to multi regional management. Prior to joining Carriage he was affiliated with Stewart Enterprises for 13 years. He has memberships in the National Funeral Directors Association, International Cemetery, Funeral and Cremation Association and the Cremation Association of North America.

     Brad Green joined the Company in October 2006 as Vice President, Human Resources and General Counsel. Prior to joining the Company, Mr. Green was an attorney in private practice. From 1998 to 2002, Mr. Green held human resource and legal positions at Eagle Global Logisitics, Inc., including Vice-President, Human Resources and General Counsel. Prior to joining EGL, Inc., Mr. Green was an attorney at a national law firm, focusing on the field of labor and employment.

     Messrs. Green, Dodds and Sanford are each party to existing employment agreements with the Company and participate in the Company’s 2008 short-term cash incentive compensation plan with target award levels. In connection with the appointment to Chief Financial Officer, Mr. Sanford’s annual base salary was adjusted upward to $250,000 and he was awarded 15,000 shares of common stock that will vest 25% annually. The three officers also participate in the Company’s 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 September 16, 2008, the Company issued a News Release announcing, among other things, senior management promotions and changes. A copy of the News Release is attached to this Form 8-K as Exhibit 99.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

The exhibits are listed in the Exhibit Index set forth on the final page of this Current Report.

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.

INDEX TO EXHIBITS

Exhibit		Description
99		News release dated September 16, 2008.

Exhibit 99

		Press Release

Contacts:		Terry Sanford, CFO
FOR IMMEDIATE RELEASE		Carriage Services, Inc.
		713-332-8400
		Ken Dennard / Kip Rupp
		DRG&E / 713-529-6600

CARRIAGE SERVICES ANNOUNCES
EXECUTIVE MANAGEMENT CHANGES

September 16, 2008 – HOUSTON – Carriage Services, Inc. (NYSE: CSV) announced today a series of senior management changes as follows:

	•		Senior Vice President and Chief Financial Officer – Terry Sanford, who has been with Carriage for twelve years, has been promoted to Senior Vice President and Chief Financial Officer and will retain his position as Chief Accounting Officer.
	•		Senior Vice President and Chief Operating Officer — Jay Dodds, who has been with Carriage for fourteen years, has been promoted to Senior Vice President and Chief Operating Officer.
	•		Senior Vice President and General Counsel — Brad Green, who has been with Carriage for two years, has been promoted to Senior Vice President and General Counsel.

Melvin C. Payne, Chairman and Chief Executive Officer, stated, “Terry Sanford has proven himself with Carriage as Chief Accounting Officer and will now be working with me on financing our future growth and allocating our capital in ways that will maximize shareholder value. Jay is a seasoned and highly respected operational leader who knows our entire portfolio well and is committed to continued improvement in the execution of our Standards Operating and 4E Leadership Models. I will step away from the day to day operations and focus more of my time on growth strategies, especially acquisitions.

“Brad Green has been an impact player with our company in the last two years in many ways beyond his role as General Counsel and will be working closely with me on our human resources, training, leadership and growth strategies,” added Payne. “Skip Klug, Senior Vice President and Chief Information Officer, and Kevin Musico, Vice President – Strategic Development, round out our Executive Team. These senior management changes position Carriage well for what we believe will be numerous opportunities for growth, as consolidation of our industry is expected to accelerate over the next few years.”

Carriage Services is a leading provider of death care services and products. As of September 16, 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 company’s Annual Report and Form 10-K for the year ended December 31, 2007, could cause the company’s 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. A copy of the company’s Form 10-K, and other Carriage Services information and news releases, are available at http://www.carriageservices.com.

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