-----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, SZ7PoZgeHTjRl/2l2ET7i9bdEE5eE+xEB+v6PVSH+CZ1ATaClYcHft1cLGSpJ7Eh gWcDmWAbeORcDZsRG7tI6Q== 0000950129-96-000807.txt : 19960514 0000950129-96-000807.hdr.sgml : 19960514 ACCESSION NUMBER: 0000950129-96-000807 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960513 SROS: AMEX SROS: NYSE GROUP MEMBERS: INVESTMENT CAPITAL CORPORATION GROUP MEMBERS: SCI CORPORATION CAPITAL GROUP MEMBERS: SCI SPECIAL, INC. GROUP MEMBERS: SERVICE CORPORATION INTERNATIONAL 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-45837 FILM NUMBER: 96561656 BUSINESS ADDRESS: STREET 1: PO BOX 100 CITY: LUFKIN STATE: TX ZIP: 75902-0100 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 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 1 EQUITY CORP. INTERNATIONAL - ISSUER - SCHEDULE 13D 1 --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response....14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* 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) May 2, 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 /X/. (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). 2 SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 2 OF 17 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 5,181,499 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 157,000 OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,181,499 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 157,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,338,499 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% - -------------------------------------------------------------------------------- 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. 3 SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 3 OF 17 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 5,181,499 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 157,000 OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,181,499 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 157,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,338,499 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% - -------------------------------------------------------------------------------- 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. 4 SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 4 OF 17 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 5,181,499 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 157,000 OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,181,499 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 157,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,338,499 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% - -------------------------------------------------------------------------------- 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. 5 SCHEDULE 13D CUSIP NO. 294644 10 9 PAGE 5 OF 17 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) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America, State of Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 5,181,499 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 157,000 OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,181,499 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 157,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,338,499 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% - -------------------------------------------------------------------------------- 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. 6 ITEM 1. SECURITY AND ISSUER This statement relates 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"). The address of the principal executive offices of the Issuer is 415 South First Street, Suite 210, Lufkin, Texas 75901. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is being jointly filed by Investment Capital Corporation ("ICC"), SCI Capital Corporation ("SCI Capital"), SCI Special, Inc. ("SCI Special") and Service Corporation International ("SCI"). ICC, SCI Capital, SCI Special and SCI are collectively referred to herein as the "Reporting Persons". SCI owns all of the capital stock of SCI Special; SCI Special owns all of the capital stock of SCI Capital; and SCI Capital owns all of the capital stock of ICC. All shares of Common Stock of the Issuer indicated as beneficially owned by the Reporting Persons are owned of record by ICC. (b) The address of the principal business and the principal office of all Reporting Persons is 1929 Allen Parkway, Houston, Texas 77019. The names, business addresses, principal occupations and citizenship of the executive officers and directors of the Reporting Persons, 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 hereto, which is incorporated herein by reference. (c) The principal business of each of the Reporting Persons is providing death care services. (d) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the executive officers or directors identified in Schedule 1 have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Except as set forth below, during the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the executive officers or directors identified in Schedule 1 have been a party to a civil proceeding resulting in, or subjecting him to, a judgment, decree or final order enjoining violation of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. However, on September 15, 1995, the Securities and Exchange Commission ("SEC") ordered the institution of administrative proceedings involving the disclosure by SCI relating to its change of accountants in its Current Report on Form 8-K, as amended, filed in April 1993. Simultaneously with the institution of such proceedings, SCI, without admitting or denying the SEC's facts, conclusions or findings, consented to the entry of Cease and Desist Order by the SEC ordering SCI not to violate the provisions of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-20 and 13a-11 thereunder. Page 6 of 17 Pages 7 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On February 9, 1996, the Reporting Persons filed Schedule 13G reporting beneficial ownership of 3,895,240 shares of Common Stock, representing 39.4% of the then outstanding shares of Common Stock. All said shares of Common Stock were held of record by ICC. Pursuant to a Stock Purchase Agreement dated March 26, 1996 (the "Stock Purchase Agreement"), SCI agreed to purchase 1,443,259 shares of Common Stock from Robert W. Loftis and certain other holders of Common Stock (collectively, the "Shareholders"). Pursuant to an Assignment and Assumption Agreement dated May 1, 1996, SCI assigned its rights to purchase shares of Common Stock pursuant to the Stock Purchase Agreement to ICC. On May 2, 1996, ICC acquired 1,443,259 shares of Common Stock from the Shareholders pursuant to the terms of the Stock Purchase Agreement for a purchase price of $25.43 per share. The aggregate purchase price paid by ICC to the Shareholders was $36,702,076.37 in immediately available funds. Pursuant to the Service Corporation International ECI Stock Option Plan (the "Plan"), the Compensation Committee of the Board of Directors of SCI may grant to certain employees of SCI, or its subsidiaries, the option to purchase shares of Common Stock. The aggregate number of shares which may be issued upon exercise of options granted pursuant to the Plan may not exceed 509,000 shares of Common Stock. Pursuant to the terms of the Plan, options have been granted to purchase all 509,000 shares of Common Stock thereunder. As of the date hereof, options have been exercised to purchase 36,000 shares of Common Stock under the Plan; options to purchase the remaining 473,000 shares have not yet been exercised. Of such unexercised options, options to purchase 157,000 shares of Common Stock are currently exercisable, and options to purchase 316,000 shares of Common Stock are not exercisable within the next sixty (60) days. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock were acquired by ICC for purposes of investment. Furthermore, none of the Reporting Persons has plans or proposals which relate to or would result in any of the items described in Schedule 13D, Item 4, paragraphs (a) through (j). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based on the Issuer's Prospectus dated April 25, 1996, the Reporting Persons have determined that there were 12,789,507 shares of Common Stock outstanding following completion of an offering of Common Stock by the Issuer covered by such Prospectus. As of May 2, 1996, the Reporting Persons were the beneficial owners of 5,338,499 shares of Common Stock of the Issuer, which represented 41.7% of the outstanding shares of Common Stock. (b) Except as noted in the following sentence, each Reporting Person has the sole power to (i) vote or direct the vote of the shares of Common Stock and (ii) dispose or direct the disposition of the shares of Common Stock. With respect to options to purchase 157,000 shares of Common Stock currently exercisable under the Plan, each Reporting Person shares beneficial ownership of such shares with the optionees under the Plan. The names and titles of each optionee are included in the ECI Stock Option Plan, attached hereto as Exhibit C. Each optionee is an employee of SCI or a subsidiary thereof, and the business address for each optionee is 1929 Allen Parkway, Houston, Texas, 77019. Each optionee is a citizen of the United States. During the last five years, to the Reporting Persons' knowledge, none of the optionees have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, to the Reporting Persons' knowledge, none of the optionees have been a party to a civil proceeding resulting in, or subjecting him to, a judgment, decree or final order enjoining violation of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (c) As set forth under Item 3, on May 2, 1996, ICC acquired 1,443,259 shares of Common Stock pursuant to the Stock Purchase Agreement. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock. (e) Not applicable. Page 7 of 17 Pages 8 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 3 for a discussion of (i) the Stock Purchase Agreement between ICC (as the assignee of SCI) and the Shareholders, and (ii) the ECI Stock Option Plan. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Agreement Regarding Joint Filing of Schedule 13D Exhibit B Stock Purchase Agreement Exhibit C ECI Stock Option Plan Page 8 of 17 Pages 9 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. May 13, 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 9 of 17 Pages 10 SCHEDULE 1 Page 10 of 17 Pages 11 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 - ------------------------------ -------------------- T. Craig Benson Vice President/Operations President and Director Service Corporation International 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 International Wesley T. McRae Managing Director/ Director Financial Reporting SCI Management Corporation Page 11 of 17 Pages 12 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, and Business Address Employer and Employer's Address ----------------------- ------------------------------- David J. Anderson Regional President/Southern California President and Director SCI California Funeral Services, Inc. 10621 Victory Blvd. 1929 Allen Parkway North Hollywood, California Houston, Texas 77019 91606 Richard Jungas Area Manager Vice President and Director Pierce Brothers 11500 Arlington Avenue 1929 Allen Parkway Riverside, California 92505 Houston, Texas 77019 Olen Rowe Area Manager Secretary and Director Mt. View Cemetery of San Bernardino 570 East Highland Ave. 1929 Allen Parkway San Bernardino, California Houston, Texas 77019 92404 John M. Lohman, Jr. Director/Taxation Treasurer SCI Management Corporation 1929 Allen Parkway 1929 Allen Parkway Houston, Texas 77019 Houston, Texas 77019
Page 12 of 17 Pages 13 BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF SCI SPECIAL, INC. Listed below are the directors and executive officers of SCI Special, Inc. 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 SCI SPECIAL, INC. AND EMPLOYER - ------------------- -------------------- Brian A. Mueller Managing Director/Corporate Development President and Director SCI Management Corporation Curtis G. Briggs Senior Attorney 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 Jeffrey A. Spillane Managing Director/Operations Analysis Director SCI Management Corporation Wesley T. McRae Managing Director/Financial Reporting Director SCI Management Corporation
Page 13 of 17 Pages 14 BOARD OF DIRECTORS OF SERVICE CORPORATION INTERNATIONAL Each of the following directors is a citizen of the United States of America.
Name and Address Occupation ---------------- ---------- Anthony L. Coelho Chairman and Chief Executive 1325 Avenue of the Americas Officer of Coelho Associates, LLC 26th Floor (investment consulting and brokerage), New York, NY 10019 and Chairman and Chief Executive Officer of ETC (training and communication firm) Douglas M. Conway Retired HCR4 Anchor Point Road Crosslake, NM 56442 Jack Finkelstein Personal and family trust investments Suite 635 West 4635 Southwest Freeway Houston, TX 77027 A. J. Foyt, Jr. President 6415 Toledo A. J. Foyt Enterprises, Inc. Houston, TX 77008 (designer, manufacturer and exhibitor of high speed engines, racing vehicles and marketing of automotive vehicles) James J. Gavin, Jr. Retired 1616 Thorntree Lane Winnetka, IL 60093 James H. Greer Chairman 3025 Maxroy Shelton W. Greer Co., Inc. (engineering, Houston, TX 77008 manufacturing, fabrication and installation of building speciality products) L. William Heiligbrodt President and Chief Operating Officer of 1929 Allen Parkway SCI Houston, TX 77019
Page 14 of 17 Pages 15
Name and Address Occupation ---------------- ---------- B. D. Hunter Chairman of the Board and Chief Executive Officer 14323 South Outer 40 Huntco Inc. (intermediate steel processor) Suite 6700 North Chesterfield, MO 63017 Chairman of the Board John W. Mecom, Jr. The John W. Mecom Company 4544 Post Oak Place Dr. (personal and family investments) Suite 270 Houston, TX 77027 Chairman, President and Chief Clifton H. Morris, Jr. Executive Officer 200 Bailey Avenue AmeriCredit Corp. (financing of Ft. Worth, TX 76107 automotive vehicles) Attorney E. H. Thornton, Jr. Thornton & Burnett 1775 St. James Place (attorneys at law) Suite 120 Houston, TX 77056 Chairman of the Board and Chief Executive Officer Robert L. Waltrip of SCI 1929 Allen Parkway Houston, TX 77019 Executive Vice President Operations of SCI W. Blair Waltrip 1929 Allen Parkway Houston, TX 77019 Henry Gardiner Symonds Edward E. Williams Professor and Director of the 13231 Champion Forest Dr. Entrepreneurship Program at the Jesse H. Jones Suite 110 Graduate School of Administration at Rice Houston, TX 77069 University Managing Director of First Texas Venture Capital (investment company)
Page 15 of 17 Pages 16 EXECUTIVE OFFICERS OF SERVICE CORPORATION INTERNATIONAL The business address for each of the Executive Officers is 1929 Allen Parkway, Houston, Texas 77019 and each of the Executive Officers is a citizen of the United States of America. The occupation of each Executive Officer is being an officer of SCI with the title set forth below. Robert L. Waltrip Chairman of the Board and Chief Executive Officer L. William Heiligbrodt President and Chief Operating Officer W. Blair Waltrip Executive Vice President Operations John W. Morrow, Jr. Executive Vice President Corporate Development Jerald L. Pullins Executive Vice President European Operations George R. Champagne Senior Vice President and Chief Financial Officer Glenn G. McMillen Senior Vice President Operations Richard T. Sells Senior Vice President Prearranged Sales James M. Shelger Senior Vice President General Counsel and Secretary Jack L. Stoner Senior Vice President Administration Page 16 of 17 Pages 17 Henry M. Nelly, III President of Provident Services, Inc. a subsidiary of SCI T. Craig Benson Vice President Operations of SCI President of Investment Capital Corporation a subsidiary of SCI Gregory L. Cauthen Vice President Treasurer W. Mark Hamilton Vice President/Finance European Operations Lowell A. Kirkpatrick, Jr. Vice President Corporate Development Vincent L. Visosky Vice President Operational Controller Page 17 of 17 Pages 18 INDEX TO EXHIBITS
EXHIBIT NUMBER IDENTIFICATION OF EXHIBITS - ------ -------------------------- A Agreement Regarding Joint Filing of Schedule 13D B Stock Purchase Agreement C ECI Stock Option Plan
EX-99.A 2 AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D 1 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 statement on Schedule 13G is filed on behalf of the undersigned. May 13, 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 EX-99.B 3 STOCK PURCHASE AGREEMENT 1 EXHIBIT B 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of March 26, 1996, by and among Service Corporation International, a Texas corporation (the "Purchaser"), Robert W. Loftis ("Loftis"), individually and on behalf of the holders of Stock (as defined below) set forth on Exhibit A attached hereto, and the undersigned holders of Stock set forth on Exhibit B attached hereto (Loftis and all such holders set forth on Exhibit A and Exhibit B are collectively referred to herein as the "Shareholders"). RECITALS WHEREAS, the Shareholders collectively hold 1,443,259 shares of the issued and outstanding common stock, par value $.01 per share, of Equity Corporation International, a Delaware corporation (the "Company"), and each Shareholder individually holds such number of shares as set forth in Exhibit A, as amended by Loftis in accordance with this Agreement, and Exhibit B respectively (collectively, the "Stock"); WHEREAS, the Company is currently in the process of offering approximately 2,500,000 shares of its common stock, par value $.01 per share, under a registration statement to be filed under the Securities Act of 1933, as amended (the "Offering"); and WHEREAS, the Purchaser wishes to buy the Stock from the Shareholders, and the Shareholders wish to sell the Stock to the Purchaser, such sale to be effective immediately following the consummation of the Offering, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the respective representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I SALE OF STOCK; CLOSING 1.1 SALE AND PURCHASE OF STOCK. At the Closing (as defined below) and subject to the terms and conditions of this Agreement, the Shareholders shall sell to the Purchaser, and the Purchaser shall buy from the Shareholders, the Stock for a per share purchase price equal to the per share proceeds from the Offering, net of any underwriting discounts (the "Per Share Purchase Price"). The purchase price payable to each respective Shareholder shall be determined by multiplying the shares of Stock held by such Shareholder by the Per Share Purchase Price (the "Purchase Price"). The Purchase Price shall be paid in full at Closing by the delivery of a check or immediately available funds to each Shareholder in the amount of the Purchase Price. 3 1.2 CLOSING. The closing of the purchase and sale (the "Closing") provided for in this Agreement shall take place at the offices of Liddell, Sapp, Zivley, Hill and LaBoon, L.L.P., 3400 Texas Commerce Tower, 600 Travis, Houston, Texas, 77002, or at such other place and time as the parties shall mutually agree. The date on which the Closing shall occur shall be referred to herein as the "Effective Date". 1.3 REGISTRATION AGREEMENT. At the Closing, Loftis hereby agrees to assign and cause to be assigned to the Purchaser all rights of Loftis and Kanawha, L.L.C. under the Stock Registration Agreement dated February 1, 1994, as amended (the "Registration Agreement"), between the Company and certain stockholders of the Company, subject to any required consent by the Company. At the Closing, Loftis agrees to execute and cause to be executed reasonable documentation effecting such assignment as requested by the Purchaser. 1.4 CLOSING DELIVERIES. At the Closing, Loftis and the undersigned holders of Stock set forth on Exhibit B hereby agree to deliver to the Purchaser certificates evidencing the Stock, duly endorsed for transfer in a manner satisfactory to Purchaser, and such other documentation as required by this Agreement, and the Purchaser shall deliver to the Shareholders immediately available funds in the amount set forth in Section 1.1 above. ARTICLE II REPRESENTATIONS 2.1 SHAREHOLDER REPRESENTATIONS. Each Shareholder jointly and severally represents, warrants and covenants to the Purchaser that each of the following matters set forth in this Section 2.1 are true and correct as of the date hereof and shall be true and correct as of the date of Closing: (a) AUTHORITY. All action on the part of the Shareholder necessary for the authorization, execution, delivery and performance of this Agreement has been taken, and this Agreement has been duly authorized, executed and delivered by or on behalf of the Shareholder. Loftis is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated hereby on behalf of each other Shareholder set forth on Exhibit A. This Agreement, when executed and delivered by or on behalf of each Shareholder, shall constitute a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally, or (ii) general principles of equity (regardless of whether such enforceability is considered in any proceeding in equity or at law). (b) TITLE. The Shareholder is the record and beneficial holder of outstanding shares of Stock, in the amount set forth next to the Shareholder's name on Exhibit A attached hereto. The Shareholder holds all such shares of Stock free and clear of any liens, liabilities, obligations, claims, pledges, security interests, conditional sale agreements, charges, restrictions or encumbrances of any kind ("Liens"). At Closing, the Shareholder will transfer good title to such shares of Stock to the Purchaser free and clear of any Liens. Any stock transfer taxes incurred with respect to the transactions contemplated herein will be borne by the Shareholder. -2- 4 (c) CONSENTS. Other than any consent required to the assignment of the Registration Agreement and under the Stockholders' Agreement dated as of the 1st day of February, 1994 ("Buy-Sell Agreement") among Loftis and certain other shareholders of the Company, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or third party on the part of the Shareholder is required in connection with the valid execution and delivery of this Agreement and the transactions contemplated hereby. (d) NO VIOLATION. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance by or on behalf of the Shareholder with the provisions hereof will (i) conflict with the Articles of Incorporation or Bylaws of the Company; (ii) be in conflict with, result in a violation, breach or termination of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, pledge agreement or other instrument to which the Shareholder or Company may be bound; (iii) violate (with or without due notice of lapse of time or both) or conflict with any provision of any law, statute, ordinance, rule, regulation or other legal requirement binding upon the Shareholder or the Company; or (iv) result in, or require, the creation or imposition of, any Lien upon or with respect to the Stock. (e) LITIGATION. There are no actions, suits, claims or other proceedings pending or, to the knowledge of the Shareholder, threatened against the Shareholder, or any affiliate thereof, that would either (i) adversely affect the Stock or (ii) impair the Shareholder's ability to consummate the transactions contemplated by this Agreement. 2.2 PURCHASER'S REPRESENTATIONS. The Purchaser hereby represents, warrants and covenants to each Shareholder that each of the following matters set forth in this Section 2.2 are true and correct as of the date hereof and shall be true and correct as of the date of Closing: (a) AUTHORITY. All action on the part of Purchaser necessary for the authorization, execution, delivery and performance of this Agreement has been taken, and this Agreement has been duly authorized, executed and delivered by the Purchaser. This Agreement, when executed and delivered by the Purchaser, shall constitute a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally, or (ii) general principles of equity (regardless of whether such enforceability is considered in any proceeding in equity or at law). (b) NO OTHER REPRESENTATIONS. The Purchaser is not making any representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Section 2.2. -3- 5 ARTICLE III ADDITIONAL AGREEMENTS AND COVENANTS 3.1 AMENDMENT TO EXHIBIT A. The Purchaser agrees that Loftis may amend Exhibit A prior to the Closing subject to the following: (i) the aggregate number of shares of Stock on Exhibit A shall not change; (ii) the aggregate number of shares of Stock to be sold hereunder by holders other than Loftis may not increase; (iii) Loftis shall execute an amendment to this Agreement on behalf of any new person or entity listed on Exhibit A naming such person or entity as an additional party to this Agreement and as a Shareholder for purposes of this Agreement; and (iv) Loftis shall remain fully responsible for the obligations of all Shareholders under this Agreement. 3.2 RIGHT OF FIRST REFUSAL. (a) If during the period commencing with the Effective Date and ending ten (10) years after the Effective Date, Loftis or any Loftis Affiliate (defined below) desires to sell, transfer or otherwise dispose of, directly or indirectly, an interest in any funeral, cemetery, crematory or related business ("Funeral Related Business") now held by Loftis or a Loftis Affiliate (or acquired by Loftis or a Loftis Affiliate after the Effective Date), then Loftis or the Loftis Affiliate shall first offer to sell such Funeral Related Business to the Purchaser ("Offer"). The Offer shall be made by an irrevocable written offer to sell such Funeral Related Business for the same price and upon the same terms as Loftis or the Loftis Affiliate proposes to transfer such business. The Offer shall also contain a complete description of the transaction in which Loftis of the Loftis Affiliate proposes to transfer the Funeral Related Business, including the name of the proposed transferee, the consideration and the other terms of the proposed transfer. The Purchaser shall have 60 days after actual receipt of such Offer within which to advise Loftis or the Loftis Affiliate whether or not the Purchaser will accept the Offer and elect to exercise its right of first refusal to purchase the Funeral Related Business ("Right of First Refusal"). (b) If the Purchaser elects to exercise its Right of First Refusal pursuant to the terms of this Agreement, the closing of such transfer shall take place at the corporate offices of the Purchaser, and shall be conducted in accordance with the terms and conditions set forth in the Offer. (c) If the Purchaser does not elect to exercise its Right of First Refusal pursuant to the terms of this Agreement, Loftis or the Loftis Affiliate will then have 120 days to close the proposed transfer of the respective Funeral Related Business on the same terms and conditions as set forth in the Offer. If the proposed transfer has not closed within such 120 day period, then any subsequent transfer shall be subject to Purchaser's Right of First Refusal. (d) Purchaser's Right of First Refusal pursuant to Section 3.2 of this Agreement is freely assignable in whole or in part without the prior consent of Loftis or any Loftis Affiliate. (e) As used in this Agreement, the term "Loftis Affiliate" shall be defined broadly to include (i) any entity controlled directly or indirectly by Loftis, (ii) any spouse, brother, sister, descendant or other member of the extended family of Loftis (each a "Related -4- 6 Person") or entity controlled directly or indirectly by any Related Person, or (iii) any entity for which Loftis or any Related Person serves as an employee, officer or director. ARTICLE IV CONDITIONS TO CLOSING 4.1 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to close the transactions contemplated herein is subject to the reasonable satisfaction or waiver of the following conditions prior to Closing: (a) All representations of the Shareholders shall be true and correct as of the date hereof and at and as of the Closing, and the Shareholders shall have complied with all covenants and agreements herein; (b) The Purchaser shall have received written confirmation from the Company that Loftis has delivered to the Company satisfactory documentation with respect to pending matters; (c) The Purchaser and its affiliates shall not own more than 49 percent of the issued and outstanding capital stock of the Company immediately following consummation of the transactions contemplated herein; (d) All necessary consents shall have been obtained under the Buy-Sell Agreement; and (e) The Offering shall have been consummated. 4.2 CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS TO CLOSE. The obligation of the Shareholders to close the transactions contemplated herein is subject to the reasonable satisfaction or waiver of the following condition prior to Closing: (a) All representations of the Purchaser shall be true and correct as of the date hereof and at and as of the Closing; and (b) All necessary consents shall have been obtained under the Buy-Sell Agreement. 4.3 DATE OF CLOSING. Provided that the conditions set forth in Sections 4.1(a), 4.1(b), 4.1(c) and 4.1(d) of this Agreement are satisfied, the Closing shall occur immediately following the Offering Date (as defined below). If the conditions set forth in Sections 4.1(a), 4.1(b), 4.1(c) and 4.1(d) of this Agreement are not satisfied by the Offering Date, the Closing shall occur immediately following the satisfaction of such conditions, subject to the right of the Purchaser to waive any such condition and further subject to any termination of this Agreement pursuant to Article V hereof. For purposes of this Section 4.3, the term "Offering Date" shall be the either (i) the consummation date of the purchase by the underwriter or underwriters of the Company's shares of common stock offered pursuant to the Offering, or (ii) if the Offering is underwritten on a "best efforts" basis, the date on which the registration statement filed -5- 7 pursuant to the Securities Act of 1933, as amended, in connection with the Offering is declared effective by the Securities and Exchange Commission. ARTICLE V TERMINATION 5.1 TERMINATION. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to Closing: (a) by the mutual written consent of the parties hereto; (b) by the Purchaser if any of the conditions to Closing set forth in Section 4.1 above shall not have been complied with or performed at the time required for compliance or performance and such noncompliance or nonperformance shall not have been waived by the Purchaser; (c) by the Shareholders if the condition to Closing set forth in Section 4.2 above shall not have been complied with or performed at the time required for compliance or performance and such noncompliance or nonperformance shall not have been waived by the Shareholders; and (d) without any further action on behalf of the parties hereto if the Closing has not occurred on or before June 30, 1996. 5.2 EFFECT OF TERMINATION. The termination of this Agreement as provided in Section 5.1 shall not relieve any party of any liability for any breach of any representation, warranty, covenant or agreement hereunder and such breaching party shall be fully liable for any and all damages sustained or incurred by the other parties hereto. ARTICLE VI ADDITIONAL AGREEMENTS AND COVENANTS AFTER CLOSING 6.1 INDEMNIFICATION. (a) Except as otherwise limited herein, each Shareholder jointly and severally agrees to and shall defend, indemnify and hold harmless the Purchaser, and each of the Purchaser's subsidiaries, stockholders, partners, affiliates, officers, directors, employees, agents, successors, assigns, heirs and legal and personal representatives (collectively, the "Purchaser Indemnified Persons"), from and against each and every loss, damage, injury, claim, liability and award (collectively, the "Losses") paid, imposed on or incurred by the Purchaser Indemnified Persons relating to or arising out of any breach of a representation, warranty or covenant of any Shareholder contained in this Agreement. However, with the exception of Loftis, the obligations of each Shareholder pursuant to this Section 6.1(a) shall be limited to the Purchase Price actually received by such Shareholder pursuant to this Agreement. The obligations of Loftis pursuant to this Section 6.1(a) shall be limited to the aggregate Purchase Price actually received by Loftis and all other Shareholders pursuant to this Agreement. -6- 8 (b) The Purchaser agrees to and shall defend, indemnify and hold harmless each Shareholder from and against each and every Loss paid, imposed on or incurred by such Shareholder relating to or arising out of any breach of a representation, warranty or covenant of the Purchaser contained in this Agreement. (c) If any proceeding shall be brought or asserted under this Section against the indemnified party in respect of which indemnity may be sought under this Section, the indemnified party shall give prompt notice of such proceeding to the indemnifying party who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party. The indemnifying party may, without the indemnified party's prior written consent, settle or compromise any such proceeding or consent to the entry of any judgment with respect to such proceeding that requires solely the payment of money damages by the indemnifying party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the indemnified party from all liability in respect of such proceeding. (d) The representations, warranties and covenants contained in this Agreement shall survive for a period of four (4) years from the Effective Date, and with respect to a breach of such representations, warranties or covenants, the indemnifying party shall have no liability under this Section unless notice of the claim for indemnity shall have been given within four (4) years after the Effective Date. 6.2 EXPENSES; BROKERS. Each party to this Agreement shall bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel and accountants. In the case of termination of this Agreement, the obligation of each party to pay its own expenses shall be subject to any rights of such party arising from a breach of this Agreement by another party. 6.3 CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS. Without the express written consent of the other party hereto, each party agrees to maintain in confidence and not disclose to any other person any information with respect to the transaction contemplated herein or the information delivered in connection with the proposed due diligence investigation other than disclosures to those professionals and advisors who have a need to know and other than as required by law. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated hereby shall be issued, if at all, at such time and in such manner as the Purchaser and Loftis shall mutually determine, other than as required by law. ARTICLE VII MISCELLANEOUS 7.1 FURTHER ASSURANCES. The parties hereto agree to use their reasonable good faith efforts to satisfy all conditions necessary to consummate the transactions provided for herein. In addition, the parties agree to use their reasonable good faith efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. -7- 9 7.2 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in any federal court of the Southern District of Texas or any state court located in Harris County, State of Texas, and each party agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Agreement, the agreements contemplated hereby or the subject matter hereof or thereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given personally or by registered or certified mail, return receipt requested. 7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, proposals or representations, arrangements or understandings, written or oral, with respect thereto. 7.4 WAIVERS AND AMENDMENTS. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Shareholders and the Purchaser or, in the case of a waiver, by the Shareholders or the Purchaser, as the case may be, waiving compliance. 7.5 GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such State. 7.6 BINDING EFFECT; NO ASSIGNMENT. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and legal representatives. Neither party may assign this Agreement without the express written consent of the other; provided, however, that (i) Purchaser may assign its Right of First Refusal pursuant to Section 3.2 of this Agreement to any person or entity without the prior consent of any party hereto; and (ii) Purchaser may assign all rights and obligations hereunder to any affiliate of Purchaser without the prior consent of any party hereto; in the event of an assignment under this clause (ii), Purchaser will remain responsible for its obligations hereunder. -8- 10 7.7 COUNTERPARTS. 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. 7.8 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by telecopier (with receipt confirmed), provided that a copy is mailed by registered or certified mail, return receipt requested, or (iii) received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) or by registered or certified mail, return receipt requested, in each case to the other party at the following addresses and telecopier numbers (or to such other address or telecopier number for a party as shall be specified by like notice; provided that notices of a change of address or telecopier number shall be effective only upon receipt thereof): if to any Shareholder, to: if to the Purchaser, to: Robert W. Loftis Service Corporation 8180 Glenfinnan Circle International Ft. Myers, Florida 33912 1929 Allen Parkway Houston, Texas 77219 Attn: George Champagne with a copy to: with a copy to: W. H. Kimbrough, Jr. Marcus A. Watts Fortson, Bentley and Griffin Liddell, Sapp, Zivley, Hill 440 College Avenue North & LaBoon, L.L.P. Athens, GA 30601 3500 Texas Commerce Tower 600 Travis Houston, Texas 77002 7.9 ATTORNEYS' FEES. In the event any party hereto institutes a proceeding against any other party hereto for a claim arising out of or to enforce this Agreement, the parties agree that the judge or arbitrator in any such proceeding shall be entitled to determine the extent to which any party shall pay the reasonable attorneys' fees incurred by the other party in connection with such Proceeding, which determination shall take into consideration the outcome of such Proceeding and such other factors as the judge may determine to be equitable in the circumstances. -9- 11 7.10 SHAREHOLDER REPRESENTATIVE. Each Shareholder hereby irrevocably appoints Loftis as the "Shareholder Representative", with full power and authority to (i) resolve any and all issues of any nature whatsoever arising in connection with this Agreement or the transactions contemplated by this Agreement, and (ii) defend, compromise and settle, in his sole discretion, all claims for indemnification made pursuant to this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written. SERVICE CORPORATION INTERNATIONAL By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- ROBERT W. LOFTIS, individually and on behalf of the Shareholders set forth on Exhibit A --------------------------------------- ROBERT WAYNE LOFTIS CHARITABLE REMAINDER UNITRUST #1 By: ----------------------------------- As Trustee ROBERT WAYNE LOFTIS CHARITABLE REMAINDER UNITRUST #2 By: ----------------------------------- As Trustee TGKVF, INC. By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- -10- 12 CINCINNATI BIBLE COLLEGE & SEMINARY By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- NANCY LOFTIS MASSINGILLE CHARITABLE REMAINDER UNITRUST By: ----------------------------------- As Trustee GARLAND THOMAS LOFTIS CHARITABLE REMAINDER UNITRUST By: ----------------------------------- As Trustee DORENE LOFTIS CLINE CHARITABLE REMAINDER UNITRUST By: ----------------------------------- As Trustee GEORGI SMITH WATSON CHARITABLE REMAINDER UNITRUST By: ----------------------------------- As Trustee LINDA LOFTIS LAW CHARITABLE REMAINDER UNITRUST By: ----------------------------------- As Trustee -11- 13 REBECCA LEAH LOFTIS CHARITABLE REMAINDER UNITRUST By: ----------------------------------- As Trustee -12- 14 15 EX-99.C 4 EQUITY CORP. INTERNATIONAL STOCK OPTION PLAN 1 EXHIBIT C 2 SERVICE CORPORATION INTERNATIONAL ECI STOCK OPTION PLAN I PURPOSE OF THE PLAN The Service Corporation International ECI Stock Option Plan (the "Plan"), is intended to provide a means whereby certain employees of Service Corporation International, a Texas corporation (the "Company"), and its subsidiaries may develop a sense of proprietorship and personal involvement in the development and financial success of the Company's affiliate Equity Corporation International ("ECI"), and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. Accordingly, the Company will grant to certain employees of the Company or its subsidiaries the option ("Option") to purchase shares of the $.01 par value common stock of ECI ("Stock"), as hereinafter set forth. II ADMINISTRATION The Plan shall be administered by the Compensation Committee of the Board of Directors (the "Committee"). Members of the Committee shall not be eligible, and shall not have been eligible, at any time within one year prior to their appointment to the Committee, to participate in the Plan or in any other stock plan of the Company or any of its affiliates, except the 1990 Stock Plan for Non-Employee Directors or similar or successor plans. The Committee has selected the employees of the Company or its subsidiaries listed on Exhibit A to be granted Options for the number of shares of Stock set opposite their respective names. The Committee is authorized to interpret the Plan, accelerate the vesting or exercisability of all or any Options, and may from time to time adopt such rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. All decisions made by the Committee in selecting the employees to whom Options shall be granted, in establishing the number of shares which may be issued under each Option, and in construing the provisions of the Plan shall be final. III OPTION AGREEMENTS Each Option shall be evidenced by an Option Agreement in the form attached hereto as Exhibit B. Each Option and all rights granted thereunder shall not be transferable other than by will or the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee. 3 IV ELIGIBILITY OF OPTIONEE Options may be granted only to the employees listed on Exhibit A. V SHARES SUBJECT TO THE PLAN The aggregate number of shares which may be issued under Options shall not exceed 509,000 shares of Stock. Such shares shall consist of previously issued shares owned by the Company. Should any Option hereunder expire prior to its exercise in full, the remaining number of shares theretofore subject to such Option may not again be subject to an Option granted under the Plan. The aggregate number of shares which may be issued under the Plan may be adjusted to reflect a change in the capitalization of ECI, such as a stock dividend or stock split. VI OPTION PRICE The purchase price of Stock issued under each Option shall be the initial public offering price of the Common Stock of ECI pursuant to its Registration Statement on Form S-1. VII TERM OF THE PLAN The Plan shall be effective upon the date of its adoption by the Board of Directors. Except with respect to Options then outstanding, if not sooner terminated under the provisions of Paragraph IX, the Plan shall terminate upon and no further options shall be granted after the expiration of ten years from the effective date of the Options. The effective date of the Options shall be the date the shares of ECI Common Stock are first offered to the public in ECI's initial public offering. VIII RECAPITALIZATION OR REORGANIZATION (a) The existence of the Plan and the Options granted hereunder shall not affect or authorize any adjustment, recapitalization, reorganization or other change in ECI's capital structure or its business, any merger or consolidation of ECI, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting Stock or the rights thereof, the dissolution of liquidation of ECI or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding. (b) The shares with respect to which Options may be granted are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, ECI shall effect a subdivision or consolidation of shares of -2- 4 Stock or the payment of a stock dividend on Stock without receipt of consideration by ECI, the number of shares of Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. (c) (i) If ECI recapitalizes or otherwise changes its capital structure, thereafter upon any exercise of an Option theretofore granted the optionee shall be entitled to purchase under such Option, in lieu of the number of shares of Stock as to which such Option shall then be exercisable, the number and class of shares of stock and securities to which the optionee would have been entitled pursuant to the terms of such recapitalization if, immediately prior to such recapitalization, the optionee had been the holder of record of the number of shares of Stock as to which such Option is then exercisable. (ii) Notwithstanding any other provision of the Plan to the contrary, immediately upon a Change of Control (as defined in Section VIII(c)(iii) below) or a Change of ECI Control (as defined in Section VIII(c)(iv) below) all Options granted hereunder shall become exercisable to the full extent of the original grant. From and after a Change of Control, Options shall remain exercisable for the lesser of (x) the balance of their original term, and (y) six months and one day after termination of an employee's employment, one year in the case of termination of employment due to death, total and permanent disability or retirement at age 65 or older. (iii) For purposes of the Plan, "Change of Control" shall mean the happening of any of the following events: 1. The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (A)any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (3) of this definition of "Change of Control" are satisfied; or -3- 5 2. Individuals who, as of the effective date hereof, constitute the Board of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of the Company; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by (A) a vote of at least a majority of the directors then compromising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the Executive Committee of the Board at a time when such committee was comprised of at least five members and all members of such committee were either members of the Incumbent Board or considered as being members of the Incumbent Board pursuant to clause (A) of this subsection 2, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A as promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 3. Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such organization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be), beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or 4. Approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition 6 of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (I) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (II) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be, beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (III) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. (iv) For purposes of the Plan, "Change of ECI Control" shall mean the happening of any of the following events: 1. Any person or parties other than shareholders of ECI as of the date prior to the date on which shares of ECI Common Stock are first offered to the public in ECI's initial public offering becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or securities of ECI representing 25% or more of the combined voting power of ECI's then outstanding securities; or 2. Any person becomes, after the consummation of the aforesaid initial public offering of ECI, the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of ECI representing 50% or more of the combined voting power of ECI's then outstanding securities; or 3. The stockholders of ECI approve a merger, consolidation, sale or disposition of all or substantially all of ECI's assets or a plan of liquidation. (d) Except as hereinbefore expressly provided, the issuance by ECI of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of ECI convertible into such shares or other securities, and in any case whether or not for fair value, shall not -5- 7 affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Options theretofore granted or the purchase price per share. IX AMENDMENT OR TERMINATION OF THE PLAN The Board of Directors shall have the right to alter or amend the Plan or any part hereof from time to time; provided, that no change in any Option theretofore granted may be made which would impair the rights of the optionee without the consent of such optionee. -6- -----END PRIVACY-ENHANCED MESSAGE-----