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

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:

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 1.01 Entry into a Material Definitive Agreement

     In connection with the discussion of Item 8.01 below, on November 19, 2008, Carriage Services, Inc. (the “Company”) entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement dated April 27, 2005 with its lenders, Bank of America, N.A. (“BofA”) and Wells Fargo Bank, N.A. (“Wells Fargo”), BofA as its administrative agent, swing line lender, and L/C issuer, and Wells Fargo as its syndication agent. The purpose of this Fourth Amendment was to provide for the $5 million share repurchase program described in Item 8.01 of this Current Report on Form 8-K. The Fourth Amendment also contains, among other things, amending the definition of Interest Expense, amending the computation of interest and fees and amending the test for permitting certain Restricted Payments.

Item 8.01 Other Events.

     On November 20, 2008, the Company issued a press release announcing that its Board of Directors has approved a share repurchase program authorizing the Company to purchase up to an aggregate of $5 million of the Company’s common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. The press release is attached hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by this reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Exhibit
99.1		Press release issued by Carriage Services, Inc. dated November 20, 2008

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 No.		Exhibit
99.1		Press release issued by Carriage Services, Inc. dated November 20, 2008

Exhibit 99.1

		Press Release

Contacts: Mel Payne, Chairman & CEO
                Terry Sanford, CFO
                Carriage Services, Inc.
                713-332-8400

FOR IMMEDIATE RELEASE

               Ken Dennard / ksdennard@drg-e.com
               Kip Rupp /krupp@drg-e.com
               DRG^&E /713-529-6600

CARRIAGE SERVICES’ BOARD OF DIRECTORS
APPROVES SHARE REPURCHASE PLAN

November 20, 2008 — HOUSTON — Carriage Services, Inc. (NYSE: CSV) announced today that its Board of Directors has approved the repurchase of up to an aggregate of $5 million of its common stock. The Company recently completed a $5 million repurchase plan in October 2008.

     The repurchase plan calls for the repurchases to be made in the open market or in privately negotiated transactions from time-to-time in compliance with applicable laws, rules and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to market and business conditions, levels of cash generated from operations, cash requirements for acquisitions, debt covenant compliance, applicable legal requirements and other relevant factors. The plan does not obligate the Company to purchase any particular number of shares, and may be suspended or discontinued at any time.

     Commenting on the announcement, Melvin C. Payne, Carriage Services Chairman and Chief Executive Officer, stated, “Carriage’s management and Board of Directors are committed to building long-term shareholder value, while maintaining financial flexibility and adequate liquidity. We currently have no debt maturities until 2015 and a $35 million unused revolving credit agreement. In the current economic environment we will be cautious with the use of our capital. However, we believe that buying in some of our shares at recent prices makes sense, as the remaining long term shareholders would own more of a company with excellent prospects over the next five years.”

     Carriage Services is a leading provider of death care services and products. As of November 20, 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. 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 Company’s Form 10-K, and other Carriage Services information and news releases, are available at www.carriageservices.com.