-----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, QqYFqmIlKC0BF9ZaVFTcVk99mKqRVcBEOABXa1yaIULphvISm/y3n0Bxyc/NLmdh 84azSOrGcu4tl86k5P/Ffg== 0000898822-96-000565.txt : 19961218 0000898822-96-000565.hdr.sgml : 19961218 ACCESSION NUMBER: 0000898822-96-000565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961217 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: 96682158 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. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* 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) December 13, 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 11 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 11 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 11 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 11 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 (together with Amendments No. 1 and 2 thereto, the "Schedule 13D") filed with the United States Securities and Exchange Commission by Investment Capital Corpo- ration ("ICC"), SCI Capital Corporation ("SCI Capital"), SCI Special, Inc. ("SCI Special") and Service Corporation Interna- tional ("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 Corpora- tion 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 ICC as of December 17, 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-B hereto, which is incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended to add the following paragraph: On December 13, 1996 the Issuer filed with the United States Securities Commission a registration statement on Form S-3 registering, among other things, the sale of all or a por- tion of the Common Stock owned by the reporting persons. The Issuer also issued the press release filed herewith as Exhibit B. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Agreement Regarding Joint Filing of Schedule 13D Exhibit B Press Release Issued by Equity Corpora- tion International on December 16, 1996 Page 6 of 11 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. December 17, 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 7 of 11 Pages 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. December 17, 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 11 Pages EXHIBIT B FOR: EQUITY CORPORATION INTERNATIONAL FROM: L.B. Stauffer Lore Crogham, Media Consultant Porter, LeVay & Rose, Porter, LeVay & Rose, Inc. Inc. COMPANY: W. Cardon Gerner CONTACT: (409) 631-8703 FOR IMMEDIATE RELEASE ECI FILES REGISTRATION STATEMENT LUFKIN, TX, Dec. 16 -- Equity Corporation Interna- tional (NASDAQ, NM: ECII), (the "Company") filed a Registration Statement with the Securities and Exchange Commission on Friday, Dec. 13, 1996 in connection with the offering by Ser- vice Corporation International (SCI), a stockholder of the Com- pany, of an aggregate of 7,994,747 shares of the Company's Com- mon Stock. The Registration Statement also covers 1,199,212 shares of Common Stock that may be issued by the Company upon the exercise of an over-allotment option granted by the Company to the underwriters of the offering. Merrill Lynch & Co., The Chicago Corporation, J.P. Morgan & Co. and Raymond James & Associates, Inc. will serve as the managing underwriters of the offering. It is currently anticipated that the proposed sale to the public will commence in January 1997. At such time, writ- ten prospectuses relating to the offering may be obtained from the representatives of the underwriters or the Company by con- tacting the Chief Financial Officer of Equity Corporation International, 415 South First Street, Suite 210, Lufkin, Texas 75901. Page 9 of 11 Pages A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the regis- tration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlaw- ful prior to registration or qualification under the securities laws of any such State. ###### 1996 Page 10 of 11 Pages Schedule 1-B BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF INVESTMENT CAPITAL CORPORATION Listed below are the directors and executive officers of Investment Capital Corporation. Each director and executive officer is a citizen of the United States. The business address for each director and executive officer is 1929 Allen Parkway, Houston, Texas 77019. NAME AND TITLE WITH PRINCIPAL OCCUPATION INVESTMENT CAPITAL CORPORATION AND EMPLOYER Todd A. Matherne Vice President Investor President and Director Relations Service Corporation Interna- tional Rosanne Caton Director/Corporation Finance Vice President SCI Management Corporation Suzanne D. Mailes Legal Assistant Secretary SCI Management Corporation Judith M. Marshall Legal Assistant Assistant Secretary SCI Management Corporation John H. Lohman, Jr. Director/Taxation Treasurer SCI Management Corporation George R. Champagne Senior Vice President/ Director Chief Financial Officer Service Corporation Interna- tional Wesley T. McRae Managing Director/ Director Financial Reporting SCI Management Corporation Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----