-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/pNqfpGUrQOZHiFVXToGjlB7HTE1Bbv8fDa00KljhogfmNeWeh3M6YPljgWEz+7 nSwN76UOUSdeteMYOdRlfw== 0000009015-09-000154.txt : 20090603 0000009015-09-000154.hdr.sgml : 20090603 20090603095710 ACCESSION NUMBER: 0000009015-09-000154 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARRIAGE SERVICES INC CENTRAL INDEX KEY: 0001016281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 760423828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46723 FILM NUMBER: 09870086 BUSINESS ADDRESS: STREET 1: 3040 POST OAK BOULEVARD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7133328475 MAIL ADDRESS: STREET 1: 3040 POST OAK BOULEVARD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BABSON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000009015 IRS NUMBER: 041054788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-761-6662 MAIL ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: BABSON DAVID L & CO INC DATE OF NAME CHANGE: 19920929 SC 13G/A 1 carraigemended2008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Under the Securities Exchange Act of 1934) (Amendment No.2)* Carriage Services, Inc. - ------------------------------------------------------ (Name of Issuer) Common Stock - --------------------------------- (Title of Class of Securities) 143905107 - ----------------------- (Cusip Number) December 31, 2008 _______________________________ (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [X] Rule 13d-1 (b)Babson Capital Management LLC [X] Rule 13d-1 (c)Cobbs Wharf Master Fund, L.P. [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.) [Continued on the following page(s)] Page 1 of 8 Pages CUSIP No 143905107 Page 2 of 8 Pages - ---------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. identification no. of above person Babson Capital Management LLC 51-0504477 - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Delaware - ---------------------------------------------------------------- 5. Sole Voting Power 0 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 0 each ----------------------------- Reporting 7. Sole Dispositive Power person with 0 ----------------------------- 8. Shared Dispositive Power 0 --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 0 (1) --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 0.00% ---------------------------------------------------------------- 12. Type of Reporting person IA (1) Babson Capital Management LLC (Babson Capital) serves as investment adviser to Cobbs Wharf Master Fund, L.P., a Cayman Islands limited partnership, which was the registered holder of the shares reported as beneficially owned by Babson Capital. CUSIP No 143905107 Page 3 of 8 Pages - ---------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. identification no. of above person Cobbs Wharf Master Fund, L.P. - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Delaware - ---------------------------------------------------------------- 5. Sole Voting Power 0 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 0 each ----------------------------- Reporting 7. Sole Dispositive Power person with 0 ----------------------------- 8. Shared Dispositive Power 0 --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 0 (1) --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 0.00% ---------------------------------------------------------------- 12. Type of Reporting person IA (1) Babson Capital Management LLC (Babson Capital) serves as investment adviser to Cobbs Wharf Master Fund, L.P., a Cayman Islands limited partnership, which was the registered holder of the shares reported as beneficially owned by Babson Capital. CUSIP No 143905107 Page 4 of 8 Pages - ---------------------------------------------------------------- SCHEDULE 13G ITEM 1(A): NAME OF ISSUER: Carriage Services, Inc. 1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3040 Post Oak Blvd, Suite 300 Houston, TX 77056 ITEM 2(A): NAME OF PERSON FILING: (i) Babson Capital Management LLC (Babson) as investment adviser. (ii) Cobbs Wharf Master Fund, L.P. (Cobbs Wharf) ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE: Babson Capital Management LLC 470 Atlantic Avenue Boston, MA 02210-2208 Cobbs Wharf Master Fund, L.P. 470 Atlantic Avenue Boston, MA 02210-2208 ITEM 2(C): CITIZENSHIP: See Item 4 of Cover Page ITEM 2(D): TITLE OF CLASS OF SECURITIES: See Cover Page ITEM 2(E): CUSIP NUMBER: See Cover Page ITEM 3: TYPE OF REPORTING PERSON: This statement is filed pursuant to Rule 13d-1 (b) (1) (ii) (E) for Babson Capital. ITEM 4: OWNERSHIP: See each cover page. CUSIP No 143905107 Page 5 of 8 Pages - ---------------------------------------------------------------- ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five per cent of the class of securities check the following: [x] ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Cobbs Wharf Master Fund, L.P. 0.00% ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9: NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10: CERTIFICATION: BABSON CAPITAL MANAGEMENT LLC CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 2, 2009 BABSON CAPITAL MANAGEMENT LLC Signature: //John Robbins // Name: John Robbins Title: Managing Director CUSIP No 143905107 Page 6 of 8 Pages - ---------------------------------------------------------------- COBBS WHARF MASTER FUND, L.P. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 2, 2009 COBBS WHARF MASTER FUND, L.P. BY: Cobbs Wharf Management, LLC Its General Partner BY: // John Robbins // Name: John Robbins Title: Managing Director CUSIP No 143905107 Page 7 of 8 Pages - ---------------------------------------------------------------- JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the amended Schedule 13G filed on or about this date and any future amendments thereto with respect to the beneficial ownership by the undersigned of common shares of Carriage Services, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. June 2, 2009 -------------------- Date Babson Capital Management LLC _____________________________ By: //John Robbins // Name: John Robbins Title: Managing Director Cobbs Wharf Master Fund, L.P. _____________________________ By: Cobbs Wharf Management, LLC Its General Partner By: //John Robbins // Name: John Robbins Title: Managing Director CUSIP No 143905107 Page 8 of 8 Pages - ---------------------------------------------------------------- June 2, 2009 Securities and Exchange Commission Operations Center Attn: Stop 0-7 6432 General Green Way Alexandria, VA 22312-2413 Re: SCHEDULE 13G ON BEHALF OF CARRIAGE SERVICES INC. FOR THE YEAR ENDING DECEMBER 31, 2008 Dear Sir or Madam: Babson Capital Management LLC and Cobbs Wharf Master Fund, L.P. are filing today an amended Schedule 13G through the EDGAR system to reflect a change in reporting persons. Please note that the shares as to which this Schedule is filed are owned by various investment advisory clients of Babson Capital, which may be deemed a beneficial owner of the shares only by virtue of the direct or indirect investment discretion it possesses pursuant to the provisions of investment advisory agreements with such clients. A copy of the Schedule 13G is being sent to the issuer as required by Rule 13d-7. Comments or questions concerning the above may be directed to the undersigned at (617) 761-3730. Sincerely, // John Robbins // // John Robbins // Managing Director -----END PRIVACY-ENHANCED MESSAGE-----