-----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, P5A8u++xc5pa0xF6CJk9feePVW73aXqhoXKqSK+1ab+AFNlIdu0rO4gRxRfkOHhQ t3PPCaCIBfa7qa8DRKma+w== 0000898822-96-000501.txt : 19961118 0000898822-96-000501.hdr.sgml : 19961118 ACCESSION NUMBER: 0000898822-96-000501 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961114 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY CORP INTERNATIONAL CENTRAL INDEX KEY: 0000928155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 752521142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45837 FILM NUMBER: 96666405 BUSINESS ADDRESS: STREET 1: 415 S FIRST ST STREET 2: STE 210 CITY: LUFKIN STATE: TX ZIP: 75901 BUSINESS PHONE: 4096341033 MAIL ADDRESS: STREET 1: ANDREWS & KURTH L L P STREET 2: 4200 TEXAS COMMERCE TOWER CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000089089 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 741488375 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1929 ALLEN PKWY STREET 2: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219 BUSINESS PHONE: 7135225141 MAIL ADDRESS: STREET 1: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219-0548 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Equity Corporation International (Name of Issuer) Common Stock, par value $.01 per share, including preferred share purchase rights associated with the Common Stock (Title of Class of Securities) 294644 10 9 __________________________________ (CUSIP Number) James M. Shelger, Service Corporation International, 1929 Allen Parkway, Houston, Texas 77019 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 1996 __________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 2 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Investment Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America, State of Texas 7 SOLE VOTING POWER NUMBER OF 7,535,246 SHARES 8 SHARED VOTING POWER BENEFICIALLY 459,501 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,535,246 PERSON 10 SHARED DISPOSITIVE POWER WITH 459,501 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,994,747 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 3 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SCI Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America, State of Delaware 7 SOLE VOTING POWER NUMBER OF 7,535,246 SHARES 8 SHARED VOTING POWER BENEFICIALLY 459,501 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,535,246 PERSON 10 SHARED DISPOSITIVE POWER WITH 459,501 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,994,747 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 4 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SCI Special, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America, State of Delaware 7 SOLE VOTING POWER NUMBER OF 7,535,246 SHARES 8 SHARED VOTING POWER BENEFICIALLY 459,501 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,535,246 PERSON 10 SHARED DISPOSITIVE POWER WITH 459,501 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,994,747 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 5 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Service Corporation International 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America, State of Delaware 7 SOLE VOTING POWER NUMBER OF 7,535,246 SHARES 8 SHARED VOTING POWER BENEFICIALLY 459,501 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,535,246 PERSON 10 SHARED DISPOSITIVE POWER WITH 459,501 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,994,747 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER The Schedule 13D and Amendment No. 1 thereto (the "Schedule 13D") filed with the United States Securities and Exchange Commission on May 13, 1996 by Investment Capital Corporation ("ICC"), SCI Capital Corporation ("SCI Capital"), SCI Special, Inc. ("SCI Special") and Service Corporation International ("SCI") with respect to the common stock, par value $.01 per share, including preferred share purchase rights associated with the common stock (the "Common Stock"), of Equity Corporation International, a Delaware corporation (the "Issuer") is hereby amended to furnish the information set forth herein. All capitalized terms contained herein shall have the same meanings ascribed to such terms in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND Item 2 is amended to add the following paragraph: The names, business addresses, principal occupations and citizenship of the executive officers and directors of SCI Capital as of November 13, 1996 as well as the name, principal business and address of the corporation or organization in which such occupation is conducted, are set forth in Schedule 1-A hereto, which is incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended and restated to read in its entirety as follows: The Shares of Common Stock were acquired by ICC for purposes of investment. Except as set forth below, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the items described in Schedule 13D, Item 4, paragraphs (a) through (j). The Board of Directors of SCI has authorized the executive officers of SCI to pursue the disposition of all or a portion of the Common Stock of the Issuer beneficially owned by the Reporting Persons. There can be no assurances that any such disposition will occur nor as to the timing or manner thereof. Any such disposition may or may not be conditioned upon or related to the acquisition by SCI or one or more of its affiliates of The Loewen Group, Inc. Page 6 of 9 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended to add the following: From and after the filing of Amendment No. 1 to the Schedule 13D, and as of November 13, 1996, optionees under the Plan have exercised options for 3,333 shares of Common Stock on May 30, 1996, 2,000 shares of Common Stock on July 3, 1996 and 3,333 shares of Common Stock on September 3, 1996. In each case, the option exercise price was $13.000 per share. After giving effect to the Issuer's 3-for-2 stock split distributed in October 1996, the Reporting Persons were the beneficial owners as of November 13, 1996 of 7,994,747 shares of Common Stock of the Issuer, which represented 41.6% of the outstanding shares of Common Stock. Under the Plan, options to purchase 696,501 shares have not yet been exercised. Of such unexercised options, options to purchase 459,501 shares of Common Stock are currently exercisable, and options to purchase 237,000 shares of Common Stock are not exercisable within the next sixty (60) days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Agreement Regarding Joint Filing of Schedule 13D Page 7 of 9 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. November 14, 1996 INVESTMENT CAPITAL CORPORATION By: /s/ John H. Lohman, Jr. Name: John H. Lohman, Jr. Title: Treasurer SCI CAPITAL CORPORATION By: /s/ John H. Lohman, Jr. Name: John H. Lohman, Jr. Title: Treasurer SCI SPECIAL, INC. By: /s/ John H. Lohman, Jr. Name: John H. Lohman, Jr. Title: Treasurer SERVICE CORPORATION INTERNATIONAL By: /s/ James M Shelger Name: James M. Shelger Title: Senior Vice President, General Counsel and Secretary Page 8 of 9 Pages SCHEDULE A-1 BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF SCI CAPITAL CORPORATION Listed below are the directors and executive officers of SCI Capital Corporation. Each director and executive officer is a citizen of the United States. Name, Title with SCI Capital Corporation Principal Occupation, Employer and Business Address and Employer's Address Douglas B. Miller Regional President/Southern California/ President and Director Hawaii 10621 Victory Blvd. SCI California Funeral Services, Inc. North Hollywood, California 1929 Allen Parkway 91606 Houston, Texas 77019 Michael K. Wick Regional President/Northern California Vice President and Director SCI California Funeral Services, Inc. 8201 Greenback Lane, 3rd Floor 1929 Allen Parkway Fair Oaks, California 95628 Houston, Texas 77019 Olen Rowe Area Manager Secretary and Director Mt. View Cemetery of San Bernadino 570 East Highland Avenue 1929 Allen Parkway San Bernadino, California Houston, Texas 77019 92404 John H. Lohman, Jr. Director/Taxation Treasurer SCI Management Corporation 1929 Allen Parkway 1929 Allen Parkway Houston, Texas 77019 Houston, Texas 77019 Page 9 of 9 Pages EX-99 2 EXHIBIT A EXHIBIT A AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D This will evidence our agreement, in accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, that the attached amendment to statement on Schedule 13D is filed on behalf of the undersigned. November 14, 1996 INVESTMENT CAPITAL CORPORATION By: /s/ John H. Lohman, Jr. Name: John H. Lohman, Jr. Title: Treasurer SCI CAPITAL CORPORATION By: /s/ John H. Lohman, Jr. Name: John H. Lohman, Jr. Title: Treasurer SCI SPECIAL, INC. By: /s/ John H. Lohman, Jr. Name: John H. Lohman, Jr. Title: Treasurer SERVICE CORPORATION INTERNATIONAL By: /s/ James M. Shelger Name: James M. Shelger Title: Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----