e8vk
 
 
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
Date of Report (Date of earliest event reported): September 1, 2011
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization)
  1-11961
(Commission File Number)
  76-0423828
(I.R.S. Employer
Identification Number)
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056

(Address of principal executive offices, including zip code)
(713) 332-8400
(Registrant’s telephone number, including area code)
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 Instruction A.2. below):
o   Written communications 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 New Principal Executive Officer
     On September 1, 2011, the Board of Directors of Carriage Services, Inc. (the “Company”) appointed L. William “Bill” Heiligbrodt to serve as a full-time Executive Officer as the Vice Chairman of the Board of Directors of the Company. Mr. Heiligbrodt will continue to serve as an inside member of the Board of Directors. From February 2009 until this appointment, Mr. Heiligbrodt was an independent director of the Company who served on the Audit Committee, the Corporate Governance Committee, and was the Chairman of the Compensation Committee and the Executive Committee. Mr. Heiligbrodt also served as the Company’s Lead Director.
     Prior to his recent appointment, Mr. Heiligbrodt was a private investor and managing partner in a family business. From 1990 to 2003, he served in various capacities, including President and Chief Operating Officer, at Service Corporation International, a funeral services corporation.
     Mr. Heiligbrodt will be entering into an employment agreement though terms have not been finalized at this time. The terms of any such agreement will be provided when terms are reached.
     A copy of the press release announcing the appointment of Mr. Heiligbrodt as Vice Chairman of the Board of Directors is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and incorporated herein by reference thereto.
Item 9.01.   Financial Statements and Exhibits.
(d)      Exhibits
         
Exhibit Number   Title of Document
  99.1    
Press Release, dated September 7, 2011

1


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CARRIAGE SERVICES, INC.
 
 
September 8, 2011  By:   /s/ Terry E. Sanford    
    Terry E. Sanford   
    Executive Vice President and Chief Financial Officer   
 

 


 

INDEX TO EXHIBITS
         
Exhibit Number   Title of Document
  99.1    
Press Release, dated September 7, 2011

 

exv99w1
Exhibit 99.1
(Carriage)
         
 
FOR IMMEDIATE RELEASE
  Contacts:   Terry Sanford, EVP & CFO
Carriage Services, Inc.
713-332-8400
 
       
 
  Investors:   Alexandra Tramont/Matt Steinberg
FD
(212) 850-5600
DIRECTOR BILL HEILIGBRODT JOINS CARRIAGE SERVICES AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS
     HOUSTON September 7, 2011 — Carriage Services, Inc. (NYSE: CSV) today announced that L. William “Bill” Heiligbrodt, a current member of the Company’s Board of Directors, has joined Carriage Services as a full-time Executive Officer as the Vice Chairman of the Board of Directors. In his new role, Mr. Heiligbrodt will be actively working with other members of executive management and with Board members on Carriage’s acquisition strategy, capital markets strategy, investor relations and operational execution.
     “I am delighted to announce that Bill Heiligbrodt has joined our Company full-time as Vice Chairman of the Board of Directors and an Executive Officer,” stated Mel Payne, Chief Executive Officer. “Bill joined our Board in February 2009 and was already heavily involved with me and our executive team as Lead Director, Chairman of the Executive Committee and Chairman of the Compensation Committee. The fact that Bill is joining Carriage 20 years after its founding in June 1991 when he provided the encouragement, coaching and funding in his role as President and COO of Service Corporation International is personally thrilling. Bill is joining Carriage at a time of unprecedented opportunity and growth and he brings a wealth of operational and financial knowledge and experience to his new role. As a team we intend to produce strong shareholder returns as we move forward.”

 


 

     Mr. Heiligbrodt commented, “I am looking forward to returning full-time to this very special industry in which I have been involved for over forty years as a lender, director and corporate officer. Carriage Services is a unique player in the industry and I am especially looking forward to being involved internally with Carriage’s future and its exciting growth opportunities going forward.”
     As a result of this announcement, the total number of Carriage Services directors remains unchanged at six directors, and now includes four independent directors and two inside directors.
     Carriage Services is a leading provider of deathcare services and merchandise in the United States. Carriage operates 152 funeral homes in 25 states and 33 cemeteries in 12 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, 2010, 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.