<Page>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 2001
REGISTRATION STATEMENT NO. 333-_______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CARRIAGE SERVICES, INC.
(exact name of registrant as specified in its charter)
DELAWARE 76-0423828
(state or jurisdiction of incorporation (I.R.S. employer
or organization) identification no.)
SEE "TABLE OF ADDITIONAL REGISTRANTS" ON THE FOLLOWING PAGE FOR
INFORMATION RELATING TO SUBSIDIARIES OF CARRIAGE SERVICES, INC. THAT
MAY GUARANTEE PAYMENTS OWED ON THE DEBT SECURITIES REGISTERED HEREUNDER.
MELVIN C. PAYNE
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER
AND PRESIDENT
CARRIAGE SERVICES, INC. CARRIAGE SERVICES, INC.
1900 ST. JAMES PLACE, 4TH FLOOR 1900 ST. JAMES PLACE, 4TH FLOOR
HOUSTON, TEXAS 77056 HOUSTON, TEXAS 77056
(713) 332-8400 (713) 332-8400
(address, including zip code,
and telephone number, (name, address, including zip
including area code, of code, and telephone number,
registrants' principal including area code, of agent
executive offices) for service)
COPY TO:
T. MARK KELLY
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER, 1001 FANNIN
HOUSTON, TEXAS 77002-6760
(713) 758-2222
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the registration statement becomes effective. If the only securities
being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
<Table>
<Caption>
CALCULATION OF REGISTRATION FEE
======================================== =================== =============== ==================== ====================
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED UNIT(1) PRICE(2) REGISTRATION FEE
======================================== =================== =============== ==================== ====================
Primary Offering.....................
Debt Securities (4)(11)......... (3) (3) (3) (3)
Guarantees of Debt Securities
(4)(11).........................
Class A Common Stock (5)(11)....
Preferred Stock (6)(11).........
Depositary Shares (7)(11).......
Warrants (8)(11)................ $100,000,000 $25,000
Stock Purchase Contracts (9)(11)
Stock Purchase Units (10)(11)...
======================================== =================== =============== ==================== ====================
Total $100,000,000 (12) $25,000
======================================== =================== =============== ==================== ====================
(FOOTNOTES ON NEXT PAGE)
</Table>
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(1) The proposed maximum offering price per unit will be determined from time
to time by the registrants in connection with the issuance by the
registrants of the securities registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D. to Form S-3.
(4) Subject to note (12) below, there is being registered an indeterminate
principal amount of debt securities and guarantees that may be issued by
one or more of the registrants in respect thereof.
(5) Subject to note (12) below, there is being registered an indeterminate
number of shares of Class A common stock. Each share of Class A common
stock includes an associated Series G Junior Participating Preferred Stock
purchase right. Until the occurrence of certain prescribed events, none of
which has occurred, the Series G Junior Participating Preferred Stock
purchase rights are not exercisable, and are evidenced by certificates
representing the Class A common stock, and may be transferred only with the
Class A common stock. No separate consideration is payable for the Series G
Junior Participating Preferred Stock purchase rights.
(6) Subject to note (12) below, there is being registered an indeterminate
number of shares of preferred stock.
(7) Subject to note (12) below, there is being registered an indeterminate
number of depositary shares to be evidenced by depositary receipts issued
pursuant to a deposit agreement. If the registrants elect to offer to the
public fractional interests in shares of preferred stock, then depositary
receipts will be distributed to those persons purchasing the fractional
interests and the shares will be issued to the depositary under the
deposit agreement.
(8) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of warrants, representing rights to
purchase debt securities, preferred stock or Class A common stock.
(9) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of stock purchase contracts, representing
obligations to purchase preferred stock, depositary shares, Class A common
stock or other securities.
(10) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of stock purchase units, consisting of
stock purchase contracts together with debt securities, guarantees,
preferred stock, warrants or debt obligations of third parties securing the
holders' obligations to purchase the securities under the stock purchase
contracts.
(11) Subject to note (12) below, this Registration Statement also covers such
indeterminate amount of securities as may be issued in exchange for, or
upon conversion or exercise of, as the case may be, the debt securities,
preferred stock, depositary shares or warrants registered hereunder and
such indeterminate amount of securities as may be issued upon settlement of
the stock purchase contracts or stock purchase units registered hereunder.
Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder. No separate consideration will be
received for any securities registered hereunder that are issued in
exchange for, or upon conversion of, as the case may be, the debt
securities, preferred stock, depositary shares or warrants.
(12) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to the combined prospectus contained in
this Registration Statement exceed $100,000,000 or the equivalent thereof
in one or more foreign currencies, foreign currency units or composite
currencies. Such amount represents the offering price of any preferred
stock, Class A common stock and depositary shares, the principal amount of
any debt securities issued at their stated principal amount, the issue
price rather than the principal amount of any debt securities issued at an
original issue discount, the issue price of any warrants, the exercise
price of any securities issuable upon the exercise of warrants, and the
issue price of any securities issued upon settlement of the stock purchase
contracts or stock purchase units. The aggregate principal amount of the
debt securities may be increased if any debt securities are issued at an
original issue discount by an amount such that the offering price to be
received by the registrants shall be equal to the above amount to be
registered. Any offering of securities denominated other than in U.S.
dollars will be treated as the equivalent of U.S. dollars based on the
exchange rate applicable to the purchase of such securities at the time of
initial offering. The securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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TABLE OF ADDITIONAL REGISTRANTS
The following subsidiaries of Carriage Services, Inc. are
co-registrants under this registration statement for the purpose of providing
guarantees, if any, of payments on debt securities registered hereunder:
<Table>
<Caption>
STATE OF
SUBSIDIARY ORGANIZATION IRS EMPLOYER ID NO.
---------- ------------ -------------------
Carriage Funeral Holdings, Inc. Delaware 76-0339922
CFS Funeral Services, Inc. Delaware 76-0386580
Carriage Holding Company, Inc. Delaware 76-0393194
Carriage Funeral Services of Michigan, Inc. Michigan 38-3149715
Carriage Funeral Services of Kentucky, Inc. Kentucky 61-1015339
Carriage Funeral Services of California, Inc. California 76-0517196
Carriage Cemetery Services of Idaho, Inc. Idaho 82-0210596
Wilson & Kratzer Mortuaries California 94-2677490
Rolling Hills Memorial Park California 94-1495168
Carriage Services of Connecticut, Inc. Connecticut 06-1491781
CHC Insurance Agency of Ohio, Inc. Ohio 76-0584854
Barnett, Demrow & Ernst, Inc. Kentucky 61-0680428
Carriage Services of New Mexico, Inc. New Mexico 76-0585891
Carriage Cemetery Services, Inc. Texas 76-0592642
Carriage Services of Oklahoma L.L.C. Oklahoma 76-0590850
Carriage Services of Nevada, Inc. Nevada 76-0595471
Hubbard Funeral Home, Inc. Maryland 53-0226299
Carriage Team California (Cemetery), LLC Delaware 76-0627583
Carriage Team California (Funeral), LLC Delaware 76-0627584
Carriage Team Florida (Cemetery), LLC Delaware 76-0627585
Carriage Team Florida (Funeral), LLC Delaware 76-0627586
Carriage Services of Ohio, LLC Delaware 76-0627588
Carriage Team Kansas, LLC Delaware 76-0627587
Carriage Municipal Cemetery Services of Nevada, Inc. Nevada 76-0635742
Carriage Cemetery Services of California, Inc. California 76-0634987
Carriage Insurance Agency of Massachusetts, Inc. Massachusetts 76-0644470
Carriage Internet Strategies, Inc. Delaware 76-0642158
Carriage Investments, Inc. Delaware 76-0651825
Carriage Management, L.P. Texas 76-0651824
Cochrane's Chapel of the Roses, Inc. California 68-0458642
Horizon Cremation Society, Inc. California 76-0653256
Carriage Life Events, Inc. Delaware 76-0667598
Carriage Merger I, Inc. Delaware Applied For
Carriage Merger II, Inc. Delaware Applied For
Carriage Merger III, Inc. Delaware Applied For
Carriage Merger IV, Inc. Delaware Applied For
</Table>
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 19, 2001
PROSPECTUS
CARRIAGE SERVICES, INC.
$100,000,000
DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
CLASS A COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
-----------------------------------
We may offer and sell securities from time to time in one or more classes
or series and in amounts, at prices and on terms that we will determine at the
time of the offering, with a total initial offering price of up to $100,000,000.
We will provide specific terms of the securities to be sold by us, including any
guarantees by our subsidiaries, and the methods by which we will sell them in a
prospectus supplement. You should read this prospectus and any prospectus
supplement carefully before you invest. This prospectus may not be used to offer
or sell securities without a prospectus supplement describing the method and
terms of the offering. We may sell the securities directly or we may distribute
them through underwriters or dealers. Our Class A common stock is listed for
trading on the New York Stock Exchange under the symbol "CSV".
-----------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------
This prospectus is dated October __, 2001.
<Page>
<Table>
<Caption>
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS........................................................1
WHERE YOU CAN FIND MORE INFORMATION..........................................1
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS........................2
THE COMPANY..................................................................3
USE OF PROCEEDS..............................................................3
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS....................................................4
DESCRIPTION OF DEBT SECURITIES...............................................5
DESCRIPTION OF CAPITAL STOCK................................................15
DESCRIPTION OF DEPOSITARY SHARES............................................19
DESCRIPTION OF WARRANTS.....................................................20
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS............22
PLAN OF DISTRIBUTION........................................................23
LEGAL MATTERS...............................................................25
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS...................................25
</Table>
i
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ABOUT THIS PROSPECTUS
This prospectus is part of registration statements that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may, over time, sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $100,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference room located at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on this public
reference room. Our filings with the SEC are also available at the office of the
New York Stock Exchange. For more information on obtaining copies of our public
filings at the New York Stock Exchange, you should call (212) 656-5060.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities described in this prospectus:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, as filed with the SEC on April 2, 2001,
(b) Our Quarterly Reports on Form 10-Q filed with the SEC on May 15,
2001 and August 13, 2001,
(c) Our Current Report on Form 8-K filed with the SEC on March 28,
2001,
(d) The description of our common stock contained in our Registration
Statements on Form 8-A filed with the SEC on July 23, 1996 (as amended August
8, 1996 and April 28, 1998), and
(e) The description of our Series G Junior Participating Preferred
Stock and related rights contained in our Registration Statement on Form 8-A
filed with the SEC on December 29, 2000.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing or telephoning us at the following address:
Carriage Services, Inc.
1900 St. James Place, 4th Floor
Houston, Texas 77056
Attention: Corporate Secretary
(713) 332-8400
You should rely only on the information incorporated by reference or
provided by us in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are only
offering these securities in states where the offer is permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of
the Securities Exchange Act of 1934 (the "Exchange Act") and the Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in the documents we incorporate by reference. All statements other than
statements of historical fact included in this document, including, without
limitation, statements regarding the financial position, business strategy and
other plans and objectives for our future operations are forward-looking
statements.
Although we believe that such forward-looking statements are based on
reasonable assumptions, we give no assurance that our expectations will in fact
occur. Important factors could cause actual results to differ materially from
those in the forward-looking statements, including factors identified in our
annual and periodic reports incorporated herein by reference. Factors that might
cause such a difference include:
o our inability to sell businesses and properties held for sale for
their carrying value, to maintain or increase free cash flow from
operations, or to achieve internal growth from our businesses,
o adverse changes in economic and financial market conditions,
including declining stock prices, increasing interest rates, and
restricted credit availability,
o lower death rates,
o changing consumer preferences,
o competition in our markets,
o our inability to maintain operating ratios within the limits set
out within our financing arrangements, and
o changes in government regulation of the death care industry.
The following additional important factors, among others, in some cases have
affected, and in the future could affect, our actual consolidated results and
could cause our actual consolidated results in the future to differ materially
from any forward-looking statements made by us or on our behalf.
o Maintaining or achieving growth in free cash flow from operations
depends primarily on achieving anticipated levels of earnings before
depreciation, amortization and other non-cash charges, controlling
capital expenditures, collecting accounts receivable and reducing
preneed sales origination costs.
o Achieving our revenue goals also is affected by the volume and
prices of the products and services sold, as well as the mix of
products and services sold. The annual sales targets we set are
aggressive, and our inability to achieve planned volume or prices
could cause us not to meet anticipated levels of revenue. In
certain markets we expect to increase prices, while in other
markets prices will be lowered. Our ability to achieve volume or
price targets at any location depends on numerous factors,
including the capabilities of the local operating staff, the
local economy, the local death rate, competition and changes in
consumer preferences, including cremations.
o Revenue also is affected by the level of preneed sales in both
current and prior periods. The level of preneed sales may be
adversely affected by numerous factors, including deterioration
in the economy, which causes individuals to have less
discretionary income, as well as changes in marketing approach,
commission practices and contractual terms. Future revenue will
also be
2
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affected by the Company's recent decision to eliminate its national
preneed sales and marketing organization and to manage future
preneed activities at the local business level.
In addition to the factors discussed above, financial performance
may be affected by other important factors, including the following:
o our ability to retain or attract key personnel;
o the amount and rate of growth in our general and
administrative expenses;
o changes in interest rates, which can increase or decrease
the amount we pay on borrowings with variable rates of
interest;
o our ability to stay within the limits of the credit ratios set
out in the debt covenants, such as the debt-to-capital ratio,
debt-to-EBITDA ratio, and the fixed charge coverage ratio;
o availability and related terms of debt and equity financing
to fund operating needs;
o the impact on our financial statements of accounting charges
that may result from the evaluation of our business
strategies, asset valuations and organizational structures as
part of the Fresh Start restructuring program;
o the amount of net proceeds actually realized on assets held
for sale;
o changes in government regulation, including tax rates and
their effects on corporate structure;
o changes in inflation and other general economic conditions
domestically, affecting financial markets (e.g. marketable
security values);
o unanticipated legal proceedings and unanticipated outcomes
of legal proceedings; and
o changes in accounting policies and practices required by
generally accepted accounting principles or the Securities and
Exchange Commission, such as amortization and asset carrying
values for long-lived intangible assets.
We assume no obligation to update or publicly release any revisions to
forward-looking statements made by us or on our behalf. All forward-looking
statements attributable to us are expressly qualified in their entirety by this
cautionary statement.
THE COMPANY
We are a leading provider of death care services and products in the
United States. We provide a complete range of services relating to funerals,
burials and cremations, including the use of funeral homes and motor vehicles,
the performance of cemetery interment services and the management and
maintenance of cemetery grounds. We also sell related products and merchandise
including caskets, burial vaults, garments, cemetery interment rights, stone and
bronze memorials, as well as other items. Our principal executive offices are
located at 1900 St. James Place, 4th Floor, Houston, Texas 77056.
USE OF PROCEEDS
Unless we specify otherwise in a prospectus supplement, the net proceeds
from the sale of securities we offer will be used for general corporate
purposes. These purposes may include, but are not limited to:
o reduction or refinancing of debt or other corporate obligations,
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o acquisitions and related transactions,
o capital expenditures, and
o working capital.
Until so utilized, we may initially invest such net proceeds in interest
bearing time deposits or short-term marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
Our consolidated ratios of earnings to fixed charges and earnings to fixed
charges and preferred stock dividends for each of the periods indicated are as
follows:
<Table>
<Caption>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------------- --------------
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges....... 1.02 2.08 2.47 1.97 -- 1.62
Ratio of earnings to fixed charges
and preferred stock dividends......... -- 1.70 2.25 1.96 -- 1.61
</Table>
------------
o "Earnings" consists of income (loss) before provision for income
taxes plus fixed charges (excluding capitalized interest),
o "Fixed charges" consist of interest expensed and capitalized,
amortization of debt discount and expense relating to indebtedness
and the portion of rental expense representative of the interest
factor attributable to leases for rental property, and
o "Fixed charges and preferred stock dividends" represent fixed
charges (as described above) and our preferred stock dividend
requirements adjusted to a pre-tax basis.
Earnings to cover fixed charges and preferred stock dividends were
insufficient by $0.9 million for the year ended December 31, 1996. Earnings to
cover fixed charges were insufficient by $101.8 million for the year ended
December 31, 2000. Earnings to cover fixed charges and preferred stock dividends
were insufficient by $101.9 million for the year ended December 31, 2000. As
more fully described in note 8 to the financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2000, special and
other charges totaling $102.3 million were recorded in connection with a
multi-element restructuring program. Elements of the restructuring program
included decisions to sell businesses and assets, evaluation of the carrying
value of under-performing businesses, as well as certain organizational changes
to downsize or eliminate certain corporate functions.
4
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DESCRIPTION OF DEBT SECURITIES
The debt securities will be either our senior debt securities or our
subordinated debt securities. The senior debt securities and the subordinated
debt securities will be issued under separate indentures among us, our domestic
subsidiaries, if our domestic subsidiaries are guarantors of the debt
securities, and a U.S. banking institution. Senior debt securities will be
issued under a senior indenture and subordinated debt securities will be issued
under a subordinated indenture. Together the senior indenture and the
subordinated indenture are referred to in this prospectus as the indentures.
The debt securities may be issued from time to time in one or more series.
The particular terms of each series which are offered by a prospectus supplement
will be described in the prospectus supplement.
We primarily conduct our operations through our subsidiaries. Unless the
debt securities are guaranteed by our subsidiaries as described below, our
rights and the rights of our creditors, including holders of the debt
securities, to participate in the assets of any subsidiary upon its liquidation
or reorganization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that we may be a creditor with recognized claims
against the subsidiary.
The following description is a summary of selected provisions relating to
the debt securities and the indentures. The summary is not complete. We have
filed the forms of indentures as exhibits to the registration statement of which
this prospectus is a part. You should not rely on this summary, because the
indentures and not this summary define your rights as a holder of the debt
securities. When debt securities are offered in the future, the prospectus
supplement will explain the particular terms of those securities and the extent
to which these general provisions may apply or may be varied. Capitalized terms
used in the summary have the meanings specified in the indentures.
GENERAL
The indentures provide that debt securities in separate series may be
issued from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the debt securities of any
series. (Section 301) We will determine the terms and conditions of the debt
securities, including the maturity, principal and interest, but those terms must
be consistent with the applicable indenture. The debt securities will represent
our unsecured obligations.
The subordinated debt securities will be subordinated in right of payment
to the prior payment in full of all of our senior debt (as defined in the
subordinated indenture) as described under "-- Subordination of Subordinated
Debt Securities" and in the prospectus supplement applicable to any subordinated
debt securities. If the prospectus supplement so indicates, the subordinated
debt securities will be convertible into our Class A common stock as described
under "-- Conversion of Subordinated Debt Securities."
If specified in a prospectus supplement, our domestic subsidiaries
(referred to herein as the "subsidiary guarantors") will unconditionally
guarantee (the "subsidiary guarantees") on a joint and several basis the debt
securities as described under "--subsidiary guarantees" and in the prospectus
supplement. The subsidiary guarantees will represent unsecured obligations of
each subsidiary guarantor. Subsidiary guarantees of subordinated debt securities
will represent subordinated to the senior debt of the subsidiary guarantors on
the same basis as the subordinated debt securities are subordinated to our
senior debt.
The applicable prospectus supplement will set forth the price or prices at
which the debt securities to be offered will be issued and will describe the
following terms of such debt securities:
o the title of the debt securities,
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o whether the debt securities are senior debt securities or
subordinated debt securities and, if subordinated debt securities,
the related subordination terms,
o whether the subsidiary guarantors will provide subsidiary
guarantees of the debt securities,
o any limit on the aggregate principal amount of the debt
securities,
o the dates on which the principal of the debt securities will be
payable,
o the interest rate which the debt securities will bear and the
interest payment dates for the debt securities,
o the places where payments on the debt securities will be payable,
o any terms upon which the debt securities may be redeemed, in
whole or in part, at our option,
o any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities,
o the portion of the principal amount, if less than all, of the debt
securities that will be payable upon declaration of acceleration of
the maturity of the debt securities,
o whether the debt securities are defeasible,
o any addition to or change in the events of default,
o whether the debt securities that constitute subordinated debt
securities are convertible into our Class A common stock and, if
so, the terms and conditions upon which conversion will be
effected, including the initial conversion price or conversion
rate ("the conversion price") and any adjustments thereto in
addition to or different from those described in this prospectus,
the conversion period and other conversion provisions in addition
to or in lieu of those described in this prospectus,
o any addition to or change in the covenants in the indenture
applicable to any of the debt securities, and
o any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture. (Section 301)
Debt securities, including original issue discount securities, may be sold
at a substantial discount below their principal amount. Special United States
federal income tax considerations applicable to debt securities sold at an
original issue discount may be described in the applicable prospectus
supplement. In addition, special United States federal income tax or other
considerations applicable to any debt securities that are denominated in a
currency or currency unit other than United States dollars may be described in
the applicable prospectus supplement.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The indebtedness evidenced by the subordinated debt securities will, to
the extent set forth in the subordinated indenture with respect to each series
of subordinated debt securities, be subordinate in right of payment to the prior
payment in full of all of our senior debt, including the senior debt securities,
and it may also be senior in right of payment to all of our subordinated debt.
The prospectus supplement relating to any subordinated debt securities will
summarize the subordination provisions of the subordinated indenture applicable
to that series including:
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o the applicability and effect of such provisions upon any payment or
distribution of our assets to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit
of creditors or marshaling of assets or any bankruptcy, insolvency
or similar proceedings;
o the applicability and effect of such provisions in the event of
specified defaults with respect to any senior debt, including the
circumstances under which and the periods in which we will be
prohibited from making payments on the subordinated debt securities,
and
o the definition of senior debt applicable to the subordinated debt
securities of that series and, if the series is issued on a senior
subordinated basis, the definition of subordinated debt applicable
to that series.
The prospectus supplement will also describe as of a recent date the
approximate amount of senior debt to which the subordinated debt securities of
that series will be subordinated.
The failure to make any payment on any of the subordinated debt securities
by reason of the subordination provisions of the subordinated indenture
described in the prospectus supplement will not be construed as preventing the
occurrence of an event of default with respect to the subordinated debt
securities arising from any such failure to make payment.
The subordination provisions described above will not be applicable to
payments in respect of the subordinated debt securities from a defeasance trust
established in connection with any defeasance or covenant defeasance of the
subordinated debt securities as described under "--Defeasance and Covenant
Defeasance."
CONVERSION OF SUBORDINATED DEBT SECURITIES
The subordinated indenture may provide for a right of conversion of
subordinated debt securities into our Class A common stock (or cash in lieu
thereof). (Sections 301 and 1701 of the subordinated indenture) The applicable
prospectus supplement relating to any subordinated debt securities will state
the terms, if any, on which such debt securities are convertible into shares of
Class A common stock (or cash in lieu thereof).
SUBSIDIARY GUARANTEES
If specified in the prospectus supplement, the subsidiary guarantors will
guarantee the debt securities of a series. Unless otherwise indicated in the
prospectus supplement, the following provisions will apply to the subsidiary
guarantees of the subsidiary guarantors.
Subject to the limitations described below and in the applicable
prospectus supplement, the subsidiary guarantors will, jointly and severally,
unconditionally guarantee the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all our obligations under the
indentures and the debt securities of a series, whether for principal of,
premium, if any, or interest on the debt securities or otherwise (all such
obligations guaranteed by a subsidiary guarantor being herein called the
"guaranteed obligations"). The subsidiary guarantors will also pay all expenses
(including reasonable counsel fees and expenses) incurred by the applicable
trustee in enforcing any rights under a subsidiary guarantee with respect to a
subsidiary guarantor.
In the case of subordinated debt securities, a subsidiary guarantor's
subsidiary guarantee will be subordinated in right of payment to the senior debt
of such subsidiary guarantor on the same basis as the subordinated debt
securities are subordinated to our senior debt. No payment will be made by any
subsidiary guarantor under its subsidiary guarantee during any period in which
payments by us on the subordinated debt securities are suspended by the
subordination provisions of the subordinated indenture. (Article Fourteen of the
subordinated indenture)
Each subsidiary guarantee will be limited in amount to an amount not to
exceed the maximum amount that can be guaranteed by the relevant subsidiary
guarantor without rendering such subsidiary guarantee voidable under
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applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.
Each subsidiary guarantee will be a continuing guarantee and will:
o remain in full force and effect until either (a) payment in full of
all the guaranteed obligations (or the applicable debt securities
are defeased and discharged in accordance with the defeasance
provisions of the indentures) or (b) released as described in the
following paragraph,
o be binding upon each subsidiary guarantor, and
o inure to the benefit of and be enforceable by the applicable
trustee, the holders and their successors, transferees and
assigns.
In the event that a subsidiary guarantor ceases to be a subsidiary,
whether as a result of a disposition of all or substantially all of the assets
or all of the capital stock of such subsidiary guarantor, by way of sale,
merger, consolidation or otherwise, such subsidiary guarantor will be deemed
released and relieved of its obligations under its subsidiary guarantee without
any further action required on the part of the trustee or any holder, and no
other person acquiring or owning the assets or capital stock of such subsidiary
guarantor will be required to enter into a subsidiary guarantee; PROVIDED, in
each case, that the transaction or transactions resulting in such subsidiary
guarantor's ceasing to be a subsidiary are carried out pursuant to and in
compliance with all of the applicable covenants in the applicable indenture. In
addition, the applicable prospectus supplement may specify additional
circumstances under which a subsidiary guarantor can be released from its
subsidiary guarantee.
FORM, EXCHANGE AND TRANSFER
The debt securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
At the option of the holder, subject to the terms of the applicable
indenture and the limitations applicable to global securities, debt securities
of each series will be exchangeable for other debt securities of the same series
of any authorized denomination and of a like tenor and aggregate principal
amount. (Section 305)
Subject to the terms of the applicable indenture and the limitations
applicable to global securities, debt securities may be presented for exchange
as provided above or for registration of transfer (duly endorsed or with the
form of transfer endorsed thereon duly executed) at the office of the security
registrar or at the office of any transfer agent designated by us for such
purpose. No service charge will be made for any registration of transfer or
exchange of debt securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. Such
transfer or exchange will be effected upon the security registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The security registrar and any
other transfer agent initially designated by us for any debt securities will be
named in the applicable prospectus supplement. (Section 305) We may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that we will be required to maintain a transfer agent in each place of
payment for the debt securities of each series. (Section 1002)
If the debt securities of any series (or of any series and specified
terms) are to be redeemed in part, we will not be required to (i) issue,
register the transfer of or exchange any debt security of that series (or of
that series and specified terms, as the case may be) during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of any such debt security that may be selected for redemption and
ending at the close of business on the day of such mailing or (ii) register the
transfer of or exchange any debt security so selected for redemption, in whole
or in part, except the unredeemed portion of any such debt security being
redeemed in part. (Section 305)
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GLOBAL SECURITIES
Some or all of the debt securities of any series may be represented, in
whole or in part, by one or more global securities which will have an aggregate
principal amount equal to that of the debt securities represented thereby. Each
global security will be registered in the name of a depositary or its nominee
identified in the applicable prospectus supplement, will be deposited with such
depositary or nominee or its custodian and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the applicable
indenture.
Notwithstanding any provision of the indentures or any debt security
described in this prospectus, no global security may be exchanged in whole or in
part for debt securities registered, and no transfer of a global security in
whole or in part may be registered, in the name of any person other than the
depositary for such global security or any nominee of such depositary unless:
o the depositary has notified us that it is unwilling or unable to
continue as depositary for such global security or has ceased to be
qualified to act as such as required by the applicable indenture,
o an event of default with respect to the debt securities represented
by such global security has occurred and is continuing and the
security registrar has received a written request from the
depositary to issue certificated debt securities, or
o other circumstances exist, in addition to or in lieu of those
described above, as may be described in the applicable prospectus
supplement.
All debt securities issued in exchange for a global security or any
portion thereof will be registered in such names as the depositary may direct.
(Sections 205 and 305)
As long as the depositary, or its nominee, is the registered holder of a
global security, the depositary or such nominee, as the case may be, will be
considered the sole owner and holder of such global security and the debt
securities that it represents for all purposes under the debt securities and the
applicable indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a global security will not be entitled to have
such global security or any debt securities that it represents registered in
their names, will not receive or be entitled to receive physical delivery of
certificated debt securities in exchange therefor and will not be considered to
be the owners or holders of such global security or any debt securities that is
represents for any purpose under the debt securities or the applicable
indenture. All payments on a global security will be made to the depositary or
its nominee, as the case may be, as the holder of the security. The laws of some
jurisdictions require that some purchasers of debt securities take physical
delivery of such debt securities in definitive form. These laws may impair the
ability to transfer beneficial interests in a global security.
Ownership of beneficial interests in a global security will be limited to
institutions that have accounts with the depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any global security, the
depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of debt securities represented by the global
security to the accounts of its participants. Ownership of beneficial interests
in a global security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial interests in a
global security may be subject to various policies and procedures adopted by the
depositary from time to time. None of us, the subsidiary guarantors, the
trustees or the agents of ourself, the subsidiary guarantors or the trustees
will have any responsibility or liability for any aspect of the depositary's or
any participant's records relating to, or for payments made on account of,
beneficial interests in a global security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
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PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement,
payment of interest on a debt security on any interest payment date will be made
to the person in whose name such debt security (or one or more predecessor debt
securities) is registered at the close of business on the regular record date
for such interest. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the debt securities of a particular
series will be payable at the office of such paying agent or paying agents as we
may designate for such purpose from time to time, except that at our option
payment of any interest may be made by check mailed to the address of the person
entitled thereto as such address appears in the security register. Unless
otherwise indicated in the applicable prospectus supplement, the corporate trust
office of the trustee under the senior indenture in The City of New York will be
designated as sole paying agent for payments with respect to senior debt
securities of each series, and the corporate trust office of the trustee under
the subordinated indenture in The City of New York will be designated as the
sole paying agent for payment with respect to subordinated debt securities of
each series. Any other paying agents initially designated by us for the debt
securities of a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, except that we will be required to maintain a paying
agent in each place of payment for the debt securities of a particular series.
(Section 1002)
All moneys paid by us to a paying agent for the payment of the principal
of or any premium or interest on any debt security which remain unclaimed at the
end of two years after such principal, premium or interest has become due and
payable will be repaid to us, and the holder of such debt security thereafter
may look only to us for payment thereof. (Section 1003)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into, or transfer, lease or otherwise
dispose of all or substantially all of our assets to, any person (a "successor
person"), and may not permit any person to consolidate with or merge into us,
unless:
o the successor person (if any) is a corporation, partnership, trust
or other entity organized and validly existing under the laws of any
domestic jurisdiction and assumes our obligations on the debt
securities and under the indentures,
o immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time or both,
would become an event of default, shall have occurred and be
continuing, and
o several other conditions, including any additional conditions
with respect to any particular debt securities specified in the
applicable prospectus supplement, are met. (Section 801)
EVENTS OF DEFAULT
Unless otherwise specified in the prospectus supplement, each of the
following will constitute an event of default under the applicable indenture
with respect to debt securities of any series:
(1) failure to pay principal of or any premium on any debt security of
that series when due, whether or not, in the case of subordinated debt
securities, such payment is prohibited by the subordination provisions of the
subordinated indenture,
(2) failure to pay any interest on any debt securities of that series
when due, continued for 30 days, whether or not, in the case of subordinated
debt securities, such payment is prohibited by the subordination provisions of
the subordinated indenture,
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(3) failure to deposit any sinking fund payment, when due, in respect
of any debt security of that series, whether or not, in the case of
subordinated debt securities, such deposit is prohibited by the subordination
provisions of the subordinated indenture,
(4) failure to perform or comply with the provisions described under
"Consolidation, Merger and Sale of Assets",
(5) failure to perform any of our other covenants in such indenture
(other than a covenant included in such indenture solely for the benefit of a
series other than that series), continued for 60 days after written notice has
been given by the applicable trustee, or the holders of at least 25% in
principal amount of the outstanding debt securities of that series, as
provided in such indenture,
(6) certain events of bankruptcy, insolvency or reorganization
affecting us, any significant subsidiary (as defined in the applicable
indenture) or any group of subsidiaries that together would constitute a
significant subsidiary, and
(7) in the case of debt securities guaranteed by any significant
subsidiary or any group of subsidiaries that together would constitute a
significant subsidiary, the subsidiary guarantee of any such guarantor or
group of guarantors is held by a final non-appealable order or judgment of a
court of competent jurisdiction to be unenforceable or invalid or ceases for
any reason to be in full force and effect (other than in accordance with the
terms of the applicable indenture) or any significant subsidiary or any group
of subsidiaries that together would constitute a significant subsidiary or any
person acting on behalf of guarantor or group of guarantors denies or
disaffirms such guarantor's obligations under its subsidiary guarantee (other
than by reason of a release of such guarantor from its subsidiary guarantee in
accordance with the terms of the applicable indenture). (Section 501)
If an event of default (other than an event of default described in clause
(6) above) with respect to the debt securities of any series at the time
outstanding shall occur and be continuing, either the applicable trustee or the
holders of at least 25% in principal amount of the outstanding debt securities
of that series by notice as provided in the indenture may declare the principal
amount of the debt securities of that series (or, in the case of any debt
security that is an original issue discount debt security or the principal
amount of which is not then determinable, such portion of the principal amount
of such debt security, or such other amount in lieu of such principal amount, as
may be specified in the terms of such debt security) to be due and payable
immediately. If an event of default described in clause (6) above with respect
to the debt securities of any series at the time outstanding shall occur, the
principal amount of all the debt securities of that series (or, in the case of
any such original issue discount security or other debt security, such specified
amount) will automatically, and without any action by the applicable trustee or
any holder, become immediately due and payable. After any such acceleration, but
before a judgment or decree based on acceleration, the holders of a majority in
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul such acceleration if all events of
default, other than the non-payment of accelerated principal (or other specified
amount), have been cured or waived as provided in the applicable indenture.
(Section 502) For information as to waiver of defaults, see "-- Modification and
Waiver" below.
Subject to the provisions of the indentures relating to the duties of the
trustees in case an event of default shall occur and be continuing, each trustee
will be under no obligation to exercise any of its rights or powers under the
applicable indenture at the request or direction of any of the holders, unless
such holders shall have offered to such trustee reasonable indemnity. (Section
603) Subject to such provisions for the indemnification of the trustees, the
holders of a majority in principal amount of the outstanding debt securities of
any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the debt securities
of that series. (Section 512)
No holder of a debt security of any series will have any right to
institute any proceeding with respect to the applicable indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder,
unless:
o such holder has previously given to the trustee under the applicable
indenture written notice of a continuing event of default with
respect to the debt securities of that series,
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o the holders of at least 25% in principal amount of the outstanding
debt securities of that series have made written request, and such
holder or holders have offered reasonable indemnity, to the trustee
to institute such proceeding as trustee, and
o the trustee has failed to institute such proceeding, and has not
received from the holders of a majority in principal amount of the
outstanding debt securities of that series a direction inconsistent
with such request, within 60 days after such notice, request and
offer. (Section 507)
However, such limitations do not apply to a suit instituted by a holder of
a debt security for the enforcement of payment of the principal of or any
premium or interest on such debt security on or after the applicable due date
specified in such debt security or, if applicable, to convert such debt
security. (Section 508)
We will be required to furnish to each trustee annually a statement by
certain of our officers as to whether or not we, to their knowledge, are in
default in the performance or observance of any of the terms, provisions and
conditions of the applicable indenture and, if so, specifying all such known
defaults. (Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of an indenture may be made by us, the
subsidiary guarantors, if applicable, and the applicable trustee with the
consent of the holders of a majority in principal amount of the outstanding debt
securities of each series affected by such modification or amendment; PROVIDED,
HOWEVER, that no such modification or amendment may, without the consent of the
holder of each outstanding debt security affected thereby:
o change the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security,
o reduce the principal amount of, or any premium or interest on,
any debt security,
o reduce the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of
the maturity thereof,
o change the place or currency of payment of principal of, or any
premium or interest on, any debt security,
o impair the right to institute suit for the enforcement of any
payment on or any conversion right with respect to any debt
security,
o in the case of subordinated debt securities, modify the
subordination or conversion provisions in a manner materially
adverse to the holders of the subordinated debt securities,
o reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is
required for modification or amendment of the indenture,
o reduce the percentage in principal amount of outstanding debt
securities of any series necessary for waiver of compliance with
certain provisions of the indenture or for waiver of certain
defaults or
o modify such provisions with respect to modification and waiver.
(Section 902)
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive compliance by us with certain restrictive
provisions of the applicable indenture. (Section 1009) The holders of a majority
in principal amount of the outstanding debt securities of any series may waive
any past default under the applicable indenture, except a default in the payment
of principal, premium or interest and certain covenants and provisions of the
indenture which cannot be amended without the consent of the holder of each
outstanding debt security of such series affected.
(Section 513)
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The indentures provide that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given or
taken any direction, notice, consent, waiver or other action under such
indenture as of any date,
(1) the principal amount of an original issue discount security that
will be deemed to be outstanding will be the amount of the principal thereof
that would be due and payable as of such date upon acceleration of the
maturity thereof to such date,
(2) if, as of such date, the principal amount payable at the stated
maturity of a debt security is not determinable (for example, because it is
based on an index), the principal amount of such debt security deemed to be
outstanding as of such date will be an amount determined in the manner
prescribed for such debt security, and
(3) the principal amount of a debt security denominated in one or more
foreign currencies or currency units that will be deemed to be outstanding
will be the U.S. dollar equivalent, determined as of such date in the manner
prescribed for such debt security, of the principal amount of such debt
security (or, in the case of a debt security described in clause (1) or (2)
above, of the amount described in such clause).
Certain debt securities, including those for whose payment or redemption
money has been deposited or set aside in trust for the holders and those that
have been fully defeased pursuant to Section 1502, will not be deemed to be
outstanding. (Section 101)
Except in certain limited circumstances, we will be entitled to set any
day as a record date for the purpose of determining the holders of outstanding
debt securities of any series entitled to give or take any direction, notice,
consent, waiver or other action under the applicable indenture, in the manner
and subject to the limitations provided in the indenture. In certain limited
circumstances, the trustee will be entitled to set a record date for action by
holders. If a record date is set for any action to be taken by holders of a
particular series, such action may be taken only by persons who are holders of
outstanding debt securities of that series on the record date. To be effective,
such action must be taken by holders of the requisite principal amount of such
debt securities within a specified period following the record date. For any
particular record date, this period will be 180 days or such other period as may
be specified by us (or the trustee, if it set the record date), and may be
shortened or lengthened (but not beyond 180 days) from time to time. (Section
104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have the provisions of Section 1502,
relating to defeasance and discharge of indebtedness, or Section 1503, relating
to defeasance of certain restrictive covenants, applied to the debt securities
of any series, or to any specified part of a series. (Section 1501)
DEFEASANCE AND DISCHARGE. The indentures provide that, upon our exercise
of our option (if any) to have Section 1502 applied to any debt securities, we
and, if applicable, each subsidiary guarantor will be discharged from all our
obligations, and, if such debt securities are subordinated debt securities, the
provisions of the subordinated indenture relating to subordination (but not to
conversion, if applicable) will cease to be effective, with respect to such debt
securities (except for certain obligations to exchange or register the transfer
of debt securities, to replace stolen, lost or mutilated debt securities, to
maintain paying agencies and to hold moneys for payment in trust) upon the
deposit in trust for the benefit of the holders of such debt securities of money
or U.S. government obligations, or both, which, through the payment of principal
and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such debt securities on the respective stated maturities in
accordance with the terms of the applicable indenture and such debt securities.
Such defeasance or discharge may occur only if, among other things,
(1) we have delivered to the applicable trustee an opinion of counsel
to the effect that we have received from, or there has been published by, the
IRS a ruling, or there has been a change in tax law, in either case to the
effect that holders of such debt securities will not recognize gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount, in the
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same manner and at the same times as would have been the case if such deposit,
defeasance and discharge were not to occur,
(2) no event of default or event that with the passing of time or the
giving of notice, or both, shall constitute an event of default shall have
occurred and be continuing,
(3) such deposit, defeasance and discharge will not result in a breach
or violation of, or constitute a default under, any agreement or instrument to
which we are a party or by which we are bound,
(4) in the case of subordinated debt securities, at the time of such
deposit, no default in the payment of all or a portion of principal of (or
premium, if any) or interest on any of our senior debt shall have occurred and
be continuing, no event of default shall have resulted in the acceleration of
any of our senior debt and no other event of default with respect to any of
our senior debt shall have occurred and be continuing permitting after notice
or the lapse of time, or both, the acceleration thereof, and
(5) we have delivered to the trustee an opinion of counsel to the
effect that such deposit shall not cause the trustee or the trust so created
to be subject to the Investment Company Act of 1940. (Sections 1502 and 1504).
DEFEASANCE OF CERTAIN COVENANTS. The indentures provide that, upon our
exercise of our option (if any) to have Section 1503 applied to any debt
securities, we may omit to comply with certain restrictive covenants, including
those that may be described in the applicable prospectus supplement, the
occurrence of certain events of default, which are described above in clause (5)
(with respect to such restrictive covenants) and clauses (6) and (7) under
"events of default" and any that may be described in the applicable prospectus
supplement, will not be deemed to either be or result in an event of default
and, if such debt securities are subordinated debt securities, the provisions of
the subordinated indenture relating to subordination (but not to conversion, if
applicable) will cease to be effective, in each case with respect to such debt
securities. In order to exercise such option, we must deposit, in trust for the
benefit of the holders of such debt securities, money or U.S. government
obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such debt
securities on the respective stated maturities in accordance with the terms of
the applicable indenture and such debt securities. Such covenant defeasance may
occur only if we have delivered to the applicable trustee an opinion of counsel
that in effect says that holders of such debt securities will not recognize gain
or loss for federal income tax purposes as a result of such deposit and
defeasance of certain obligations and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit and defeasance were not to occur, and the requirements set
forth in clauses (2), (3), (4) and (5) above are satisfied. If we exercise this
option with respect to any debt securities and such debt securities were
declared due and payable because of the occurrence of any event of default, the
amount of money and U.S. government obligations so deposited in trust would be
sufficient to pay amounts due on such debt securities at the time of their
respective stated maturities but may not be sufficient to pay amounts due on
such debt securities upon any acceleration resulting from such event of default.
In such case, we would remain liable for such payments. (Sections 1503 and 1504)
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of such holders as they may appear in the security register.
(Sections 101 and 106)
TITLE
We, the subsidiary guarantors, the trustees and any agent of us, the
subsidiary guarantors or a trustee may treat the person in whose name a debt
security is registered as the absolute owner of the debt security (whether or
not such debt security may be overdue) for the purpose of making payment and for
all other purposes. (Section 308)
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GOVERNING LAW
The indentures and the debt securities will be governed by, and
construed in accordance with, the law of the State of New York. (Section 112)
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 50,000,000 shares of common
stock, par value $.01 per share, and 70,000,000 shares of preferred stock, par
value $.01 per share. Our common stock is divided into two classes: Class A
common stock and Class B common stock. The following summary of certain
provisions of our capital stock does not purport to be complete and is subject
to and is qualified in its entirety by our certificate of incorporation and
bylaws, in each case, as amended to date, which are incorporated in this
prospectus by reference as exhibits to the registration statement of which this
prospectus forms a part, and by the provisions of applicable law.
COMMON STOCK
The holders of Class A common stock are entitled to one vote for each
share held on all matters submitted to a vote of common stockholders. The
holders of Class B common stock are entitled to ten votes for each share held on
all matters submitted to a vote of common stockholders. Our common stock does
not have cumulative voting rights, which means that the holders of a majority of
the voting power of shares of common stock outstanding can elect all the
directors, and the holders of the remaining shares will not be able to elect any
directors. Each share of our common stock is entitled to participate equally in
dividends, if, as and when declared by our board of directors, and in the
distribution of assets in the event of liquidation, subject in all cases to any
prior rights of outstanding shares of preferred stock. We have never paid cash
dividends on our common stock. Holders of our common stock have no preemptive
rights, redemption rights or sinking fund provisions. The outstanding shares of
our common stock are duly authorized, validly issued, fully paid and
nonassessable.
Each share of Class B common stock is convertible at any time, at the
option of the registered holder thereof, into one share of Class A common stock.
In addition, each share of Class B common stock automatically converts into one
share of Class A common stock upon a sale or transfer to anyone other than a
permitted transferee. In any event, all outstanding shares of Class B common
stock will be automatically converted into shares of Class A common stock on
December 31, 2001.
PREFERRED STOCK
The prospectus supplement will specify any terms of any series of
preferred stock offered by it including:
o the series, the number of shares offered and the liquidation
value of the preferred stock,
o the price at which the preferred stock will be issued,
o the dividend rate, the dates on which the dividends will be
payable and other terms relating to the payment of dividends on
the preferred stock
o the liquidation preference of the preferred stock,
o the voting rights of the preferred stock,
o whether the preferred stock is redeemable or subject to a sinking
fund, and the terms of any such redemption or sinking fund,
o whether the preferred stock is convertible or exchangeable for
any other securities, and the terms of any such conversion, and
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o any additional rights, preferences, qualifications, limitations
and restrictions of the preferred stock.
The description of the terms of the preferred stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified in its entirety by reference to the statement of resolution relating
to the applicable series of preferred stock. The registration statement of which
this prospectus forms a part will include the statement of resolution as an
exhibit or incorporate it by reference.
We may issue preferred stock from time to time in one or more series.
Subject to the provisions of our certificate of incorporation and limitations
prescribed by law, our board of directors may adopt resolutions to issue the
shares of preferred stock, to fix the number of shares, and to change the number
of shares constituting any series and establish the voting powers, designations
preferences and relative participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of
preferred stock, in each case without any further action or vote by our
stockholders.
Undesignated preferred stock may enable our board of directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and to thereby protect the
continuity of our management. The issuance of shares of preferred stock may
adversely affect the rights of the holders of our common stock or any existing
preferred stock. For example, any preferred stock issued may rank prior to our
common stock or any existing preferred stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common stock or any existing preferred stock. As a
result, the issuance of shares of preferred stock may discourage bids for our
common stock or may otherwise adversely affect the market price of our common
stock or any existing preferred stock.
SERIES D PREFERRED STOCK. We have established a series of preferred stock
designated Series D Preferred Stock, 182,500 shares of which are issued and
outstanding. The following description is a summary of the Certificate of
Amendment to the Certificate of Designation for the Series D Preferred Stock,
and it is qualified in its entirety by reference to that document.
DIVIDENDS. The Series D Preferred Stock ranks, with respect to dividend
rights and distribution of assets on liquidation, senior and prior to common
stock and junior to, or on parity with, as the case may be, any other stock of
ours designated as senior to, or on parity with, as the case may be, Series D
Preferred Stock. Holders of Series D Preferred Stock are entitled to receive
cumulative annual cash dividends of $.06 per share payable quarterly, depending
upon when such shares were issued. Upon any voluntary or involuntary
liquidation, dissolution or winding up, the holders of Series D Preferred Stock
then outstanding will be entitled to receive an amount of cash per share equal
to $1.00, together with all accrued and unpaid dividends, after any distribution
is made on any senior securities and before any distribution is made on any
junior securities, including common stock. As long as any shares of Series D
Preferred Stock are outstanding, we may not pay a dividend (other than stock
dividends in common stock) or other distribution on or repurchase common stock,
directly or indirectly, unless all past due cumulative dividends on the Series D
Preferred Stock have been paid. The terms of Series D Preferred Stock may be
amended with the consent of the holders of a majority of the outstanding shares
of Series D Preferred Stock.
REDEMPTION. The Series D Preferred Stock is mandatorily redeemable by us
on December 31, 2001 (subject to conversion rights at any time on or prior to
November 30, 2001) at a redemption price of $1.00 per share plus all accrued and
unpaid dividends to the date of redemption. The Series D Preferred Stock is
redeemable, in whole or in part, at our option at any time during the period
commencing on August 8, 1998 and ending on December 31, 2001 (subject to
conversion rights up to 15 days prior to the redemption date) at a redemption
price of $1.00 per share plus accrued and unpaid dividends to the date of
redemption. Partial redemptions must be pro rata.
CONVERSION. The Series D Preferred Stock is convertible at any time into
Class B common stock at a conversion price equal to the average market price for
the ten days preceding the date of delivery of notice of conversion on the
principal securities market on which the Class A common stock is then traded. At
September 30, 2001, the conversion price was $5.802, yielding, a total of 31,454
shares of Class B common stock that would be issuable upon the conversion of the
182,500 shares of Series D Preferred Stock outstanding.
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VOTING RIGHTS. The Series D Preferred Stock has general voting rights on
all issues submitted to stockholders. The number of votes to which each share of
Series D Preferred Stock is entitled is a fraction of a vote determined by
dividing $1.00 by the then effective conversion price per share and dividing the
resulting fraction by 20. The Series D Preferred Stock is entitled, as a
separate class, to vote upon (or consent to) any amendment to the charter,
bylaws or Certificate of Designation which would adversely affect the rights or
powers of the Series D Preferred Stock. The requisite vote for approval is a
majority of the shares of Series D Preferred Stock outstanding.
SERIES G JUNIOR PARTICIPATING PREFERRED STOCK. We have established a
series of preferred stock designated Series G Junior Participating Preferred
Stock ("Series G Preferred Stock"), of which 1,000,000 shares are authorized but
no shares are currently outstanding. The following is a summary description of
the Certificate of Designation for the Series G Preferred Stock, and it is
qualified in its entirety by reference to that document.
The Series G Preferred Stock could become issuable upon the exercise of
rights granted under our stockholder rights plan, if certain triggering events
occur.
Upon issuance, each share of Series G Preferred Stock would be entitled to
a minimum preferential quarterly dividend payment of $0.01 per share and
entitled to an aggregate dividend of 100 times the dividend, if any, declared on
each share of common stock. In the event of liquidation, the holders of the
Series G Preferred Stock would be entitled to a minimum preferential liquidation
payment of $1.00 per share and entitled to an aggregate payment of 100 times the
payment, if any, made in respect of each share of common stock. In the event of
any merger, consolidation or other transaction in which shares of common stock
are exchanged, each share of Series G Preferred Stock would be entitled to
receive 100 times the amount, if any, received in respect of each share of
common stock. The rights of the Series G Preferred Stock are protected by
customary antidilution provisions. Upon issuance, each share of Series G
Preferred Stock would be entitled to 100 votes, voting together with the common
stock.
DELAWARE LAW AND CERTAIN CHARTER PROVISIONS
SECTION 203 OF THE DGCL. We are a Delaware corporation and are subject to
Section 203 of the Delaware General Corporation Law. In general, Section 203
prevents an "interested stockholder" (defined generally as a person owning 15%
or more of the company's outstanding voting stock) from engaging in a "business
combination" (as defined in Section 203) with a company for three years
following the date that person becomes an interested stockholder unless:
o before that person became an interested stockholder, the company's
board of directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination,
o upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owns at least 85% of the voting stock
outstanding at the time the transaction commenced (excluding
stock held by directors who are also officers of the company and
by employee stock plans that do not provide employees with the
right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer), or
o following the transaction in which that person became an interested
stockholder, the business combination is approved by the company's
board of directors and authorized at a meeting of stockholders by
the affirmative vote of the holders of at least two-thirds of the
outstanding voting stock not owned by the interested stockholder.
Under Section 203, these restrictions also do not apply to certain
business combinations proposed by an interested stockholder following the
announcement or notification of one of certain extraordinary transactions
involving the company and a person who was not an interested stockholder during
the previous three years or who became an interested stockholder with the
approval of a majority of the company's directors, if that extraordinary
transaction is approved or not opposed by a majority of the directors who were
directors before any person became
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an interested stockholder in the previous three years or who were recommended
for election or elected to succeed such directors by a majority of such
directors then in office.
CLASSIFIED BOARD OF DIRECTORS. Our board of directors is divided into
three classes. The directors of each class are elected for three-year terms,
with the terms of the three classes staggered so that directors from a single
class are elected at each annual meeting of stockholders. Stockholders may
remove a director only for cause upon the vote of holders of at least 80% of
voting power of the outstanding shares of our common stock. In general, our
board of directors, not the stockholders, has the right to appoint persons to
fill vacancies on the board of directors.
STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. The charter provides
that special meetings of holders of our common stock may be called only by our
board of directors and that only business proposed by the board of directors may
be considered at special meetings of holders of our common stock.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. The charter provides that the only business (including election of
directors) that may be considered at an annual meeting of holders of our common
stock, in addition to business proposed (or persons nominated to be directors)
by our directors, is business proposed (or persons nominated to be directors) by
holders of our common stock who comply with the notice and disclosure
requirements set forth in the certificate of incorporation. In general, the
charter requires that a stockholder give us notice of proposed business or
nominations no later than 60 days before the annual meeting of holders of our
common stock (meaning the date on which the meeting is first scheduled and not
postponements or adjournments thereof) or (if later) ten days after the first
public notice of the annual meeting is sent to holders of our common stock. In
general, the notice must also contain information about the stockholder
proposing the business or nomination, the stockholders interest in the business,
and (with respect to nominations for director) information about the nominee of
the nature ordinarily required to be disclosed in public proxy solicitation
statements. The stockholder also must submit a notarized letter from each of the
stockholders nominees stating the nominees acceptance of the nomination and
indicating the nominees intention to serve as director if elected.
AMENDMENTS TO CHARTER AND BYLAWS. The Delaware General Corporation Law
provides generally that the affirmative vote of a majority of the shares
entitled to vote on any matter is required to amend a corporation's certificate
of incorporation or bylaws, unless the corporation's certificate of
incorporation or bylaws requires a greater percentage. The charter provides that
approval by the holders of at least 66 2/3% of the voting power of our
outstanding voting stock is required to amend the provisions of the charter
previously discussed and certain other provisions.
STOCK EXCHANGE LISTING
Our Class A common stock is listed on the NYSE under the symbol "CSV."
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.
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DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we do so, we may issue receipts for depositary shares
that each represent a fraction of a share of a particular series of preferred
stock. The prospectus supplement will indicate that fraction. The shares of
preferred stock represented by depositary shares will be deposited under a
depositary agreement between us and a bank or trust company that meets certain
requirements and is selected by us (the "Bank Depositary"). Each owner of a
depositary share will be entitled to all the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will
be evidenced by depositary receipts issued pursuant to the depositary agreement.
Depositary receipts will be distributed to those persons purchasing the
fractional shares of preferred stock in accordance with the terms of the
offering.
We have summarized some common provisions of a depositary agreement and
the related depositary receipts. The forms of the depositary agreement and the
depositary receipts relating to any particular issue of depositary shares will
be filed with the SEC each time we issue depositary shares, and you should read
those documents for provisions that may be important to you.
DIVIDENDS AND OTHER DISTRIBUTIONS
If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the Bank Depositary will distribute such
dividends to the record holders of such depositary shares. If the distributions
are in property other than cash, the Bank Depositary will distribute the
property to the record holders of the depositary shares. However, if the Bank
Depositary determines that it is not feasible to make the distribution of
property, the Bank Depositary may, with our approval, sell such property and
distribute the net proceeds from such sale to the record holders of the
depositary shares.
REDEMPTION OF DEPOSITARY SHARES
If we redeem a series of preferred stock represented by depositary shares,
the Bank Depositary will redeem the depositary shares from the proceeds received
by the Bank Depositary in connection with the redemption. The redemption price
per depositary share will equal the applicable fraction of the redemption price
per share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the Bank Depositary may determine.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the
preferred stock represented by depositary shares are entitled to vote, the Bank
Depositary will mail the notice to the record holders of the depositary shares
relating to such preferred stock. Each record holder of these depositary shares
on the record date (which will be the same date as the record date for the
preferred stock) may instruct the Bank Depositary as to how to vote the
preferred stock represented by such holder's depositary shares. The Bank
Depositary will endeavor, insofar as practicable, to vote the amount of the
preferred stock represented by such depositary shares in accordance with such
instructions, and we will take all action which the Bank Depositary deems
necessary in order to enable the Bank Depositary to do so. The Bank Depositary
will abstain from voting shares of the preferred stock to the extent it does not
receive specific instructions from the holders of depositary shares representing
such preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the depositary agreement may be amended by agreement between the
Bank Depositary and us. However, any amendment that materially and adversely
alters the rights of the holders of depositary shares will not be effective
unless such amendment has been approved by the holders of at least a majority of
the depositary shares then outstanding. The depositary agreement may be
terminated by the Bank Depositary or us only if (1) all outstanding depositary
shares
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have been redeemed or (2) there has been a final distribution in respect of
the preferred stock in connection with any liquidation, dissolution or
winding up of our company and such distribution has been distributed to the
holders of depositary receipts.
CHARGES OF BANK DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the Bank Depositary in connection with the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary receipts
will pay other transfer and other taxes and governmental charges and any other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the depositary
agreement to be for their accounts.
WITHDRAWAL OF PREFERRED STOCK
Except as may be provided otherwise in the applicable prospectus
supplement, upon surrender of depositary receipts at the principal office of the
Bank Depositary, subject to the terms of the depositary agreement, the owner of
the depositary shares may demand delivery of the number of whole shares of
preferred stock and all money and other property, if any, represented by those
depositary shares. Partial shares of preferred stock will not be issued. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
whole shares of preferred stock to be withdrawn, the Bank Depositary will
deliver to such holder at the same time a new depositary receipt evidencing the
excess number of depositary shares. Holders of preferred stock thus withdrawn
may not thereafter deposit those shares under the depositary agreement or
receive depositary receipts evidencing depositary shares therefor.
MISCELLANEOUS
The Bank Depositary will forward to holders of depositary receipts all
reports and communications from us that are delivered to the Bank Depositary and
that we are required to furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable if we are prevented or
delayed by law or any circumstance beyond our control in performing our
obligations under the depositary agreement. The obligations of the Bank
Depositary and us under the depositary agreement will be limited to performance
in good faith of our duties thereunder, and we will not be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We may rely upon
written advice of counsel or accountants, or upon information provided by
persons presenting preferred stock for deposit, holders of depositary receipts
or other persons believed to be competent and on documents believed to be
genuine.
RESIGNATION AND REMOVAL OF BANK DEPOSITARY
The Bank Depositary may resign at any time by delivering to us notice of
its election to do so, and we may at any time remove the Bank Depositary. Any
such resignation or removal will take effect upon the appointment of a successor
Bank Depositary and its acceptance of such appointment. The successor Bank
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company meeting the
requirements of the depositary agreement.
DESCRIPTION OF WARRANTS
GENERAL DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock
or Class A common stock. Warrants may be issued independently or together with
other securities and may be attached to or separate from any offered securities.
Each series of warrants will be issued under a separate warrant agreement to be
entered into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with the warrants and
will not have any obligation or relationship of agency or trust for or with any
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holders or beneficial owners of warrants. A copy of the warrant agreement will
be filed with the SEC in connection with the offering of warrants.
DEBT WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of those warrants, including the
following:
o the title of the warrants,
o the offering price for the warrants, if any,
o the aggregate number of the warrants,
o the designation and terms of the debt securities purchasable upon
exercise of the warrants,
o if applicable, the designation and terms of the debt securities that
the warrants are issued with and the number of warrants issued with
each debt security,
o if applicable, the date from and after which the warrants and any
debt securities issued with them will be separately transferable,
o the principal amount of debt securities that may be purchased upon
exercise of a warrant and the price at which the debt securities may
be purchased upon exercise,
o the dates on which the right to exercise the warrants will
commence and expire,
o if applicable, the minimum or maximum amount of the warrants that
may be exercised at any one time,
o whether the warrants represented by the warrant certificates or debt
securities that may be issued upon exercise of the warrants will be
issued in registered or bearer form,
o information relating to book-entry procedures, if any,
o the currency or currency units in which the offering price, if
any, and the exercise price are payable,
o if applicable, a discussion of material United States federal
income tax considerations,
o anti-dilution provisions of the warrants, if any,
o redemption or call provisions, if any, applicable to the warrants,
o any additional terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants, and
o any other information we think is important about the warrants.
STOCK WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue common stock or preferred stock will describe the terms of the common
stock warrants and preferred stock warrants, including the following:
o the title of the warrants,
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o the offering price for the warrants, if any,
o the aggregate number of the warrants,
o the designation and terms of the common stock or preferred stock
that maybe purchased upon exercise of the warrants,
o if applicable, the designation and terms of the securities that
the warrants are issued with and the number of warrants issued
with each security,
o if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately
transferable,
o the number of shares of common stock or preferred stock that may be
purchased upon exercise of a warrant and the price at which the
shares may be purchased upon exercise,
o the dates on which the right to exercise the warrants commence
and expire,
o if applicable, the minimum or maximum amount of the warrants that
may be exercised at any one time,
o the currency or currency units in which the offering price, if
any, and the exercise price are payable,
o if applicable, a discussion of material United States federal
income tax considerations,
o antidilution provisions of the warrants, if any,
o redemption or call provisions, if any, applicable to the warrants,
o any additional terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants, and
o any other information we think is important about the warrants.
EXERCISE OF WARRANTS
Each warrant will entitle the holder of the warrant to purchase at the
exercise price set forth in the applicable prospectus supplement the principal
amount of debt securities or shares of preferred stock or common stock being
offered. Holders may exercise warrants at any time up to the close of business
on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants are void.
Holders may exercise warrants as set forth in the prospectus supplement relating
to the warrants being offered.
Until you exercise your warrants to purchase our debt securities,
preferred stock, or common stock, you will not have any rights as a holder of
our debt securities, preferred stock, or common stock, as the case may be, by
virtue of your ownership of warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obligating us to sell to the holders, a
specified number of shares of common stock or other securities at a future date
or dates, which we refer to in this prospectus as "stock purchase contracts."
The price per share of the securities and the number of shares of the securities
may be fixed at the time the stock purchase contracts are issued or may be
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determined by reference to a specific formula set forth in the stock purchase
contracts. The stock purchase contracts may be issued separately or as part of
units consisting of a stock purchase contract and debt securities, preferred
securities, warrants or debt obligations of third parties, including U.S.
treasury securities, securing the holders' obligations to purchase the
securities under the stock purchase contracts, which we refer to herein as
"stock purchase units." The stock purchase contracts may require holders to
secure their obligations under the stock purchase contracts in a specified
manner. The stock purchase contracts also may require us to make periodic
payments to the holders of the stock purchase units or vice versa, and those
payments may be unsecured or refunded on some basis.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units,
which will be filed with the SEC each time we issue stock purchase contracts or
stock purchase units. Material United States federal income tax considerations
applicable to the stock purchase units and the stock purchase contracts will
also be discussed in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States (1)
through underwriters or dealers, (2) directly to purchasers, including our
affiliates and stockholders, in a rights offering, (3) through agents or (4)
through a combination of any of these methods. The prospectus supplement will
include the following information:
o the terms of the offering,
o the names of any underwriters or agents,
o the name or names of any managing underwriter or underwriters,
o the purchase price or initial public offering price of the
securities,
o the net proceeds from the sale of the securities,
o any delayed delivery arrangements,
o any underwriting discounts, commissions and other items
constituting underwriters' compensation,
o any discounts or concessions allowed or reallowed or paid to
dealers, and
o any commissions paid to agents.
SALE THROUGH UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid,
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which means that selling concessions allowed to syndicate members or other
broker-dealers for the offered securities sold for their account may be
reclaimed by the syndicate if the offered securities are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the offered
securities, which may be higher than the price that might otherwise prevail
in the open market. If commenced, the underwriters may discontinue these
activities at any time.
Some or all of the securities that we offer though this prospectus may be
new issues of securities with no established trading market. Any underwriters to
whom we sell our securities for public offering and sale may make a market in
those securities, but they will not be obligated to do so and they may
discontinue any market making at any time without notice. Accordingly, we cannot
assure you of the liquidity of, or continued trading markets for, any securities
that we offer.
If dealers are used in the sale of securities, we will sell the securities
to them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents
designated from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable to the agent. Unless we inform you otherwise in
the prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.
REMARKETING ARRANGEMENTS
Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for us. Any remarketing firm will be identified and
the terms of its agreements, if any, with us and its compensation will be
described in the applicable prospectus supplement.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us or the trusts at the public offering price under
delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those
contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers, underwriters and
remarketing firms to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute with respect to
payments that the agents, dealers, underwriters or remarketing firms may be
required to make. Agents, dealers, underwriters and remarketing firms may be
customers of, engage in transactions with or perform services for us in the
ordinary course of their businesses.
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LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, or another
counsel named in the prospectus supplement, will pass upon certain legal matters
in connection with the offered securities. Any underwriters will be advised
about issues relating to any offering by their own legal counsel.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements and schedules incorporated by reference in this
registration statement to the extent and for the periods indicated in their
reports have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said firm
as experts in giving said reports.
25
<Page>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement. All
of the expenses will be borne by the Company except as otherwise indicated.
<Table>
<Caption>
Registration fee.......................... $ 25,549
Fees and expenses of accountants.......... 20,000
Fees and expenses of legal counsel ....... 50,000
Fees and expenses of Trustee and counsel.. 15,000
Printing and engraving expenses........... 60,000
Miscellaneous............................. 9,451
-------
Total.............................. $ 180,000
=======
</Table>
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS
DELAWARE GENERAL CORPORATION LAW
Section 145(a) of the Delaware General Corporation Law, or DGCL, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action, suit or proceeding if he acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of the action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which the person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which the action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses which the Delaware Court of Chancery or such other
court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
145(a) and (b), or in defense of any claim, issue or matter therein, the person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under Section
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination
II-1
<Page>
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in Section 145(a) and (b). The
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the corporation as authorized in
Section 145. The expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon those
terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against the person and incurred by the person in
any such capacity, or arising out of the person's status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under Section 145.
CERTIFICATE OF INCORPORATION
Article X of our certificate of incorporation provides that the
Corporation shall indemnify and hold harmless any person who was, is, or is
threatened to be made a party to a proceeding by reason of the fact that he or
she is or was a director or officer of the corporation while a director or
officer of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent permitted under the DGCL. The right to
indemnification under Article X of our certificate of incorporation is a
contract right which includes, with respect to directors and officers, the right
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its disposition.
INDEMNIFICATION AGREEMENTS
We have entered into indemnification agreements with our directors and
certain of our officers, referred to as indemnitees. Under the terms of the
indemnification agreements, we have generally agreed to indemnify, and advance
expenses to, each indemnitee to the fullest extent authorized or permitted by
applicable law on the date of the agreements and to such greater extent as
applicable law may thereafter permit.
Furthermore, under the terms of the indemnification agreements, we have
agreed to pay all reasonable expenses incurred by or on behalf of an indemnitee
in connection with any proceeding, in advance of any determination with respect
to entitlement to indemnification and within ten days after our receipt of a
written request from such indemnitee for the payment. In the indemnification
agreements, each indemnitee has agreed that he or she will reimburse and repay
us for any expenses so advanced to the extent that it shall ultimately be
determined that he or she is not entitled to be indemnified by us against such
expenses.
II-2
<Page>
The indemnification agreements include provisions that specify the
procedures and presumptions to be employed in determining whether an indemnitee
is entitled to indemnification thereunder.
INSURANCE
We have obtained and intend to maintain in effect directors' and officers'
liability insurance policies providing coverage for our directors and officers
against losses resulting from certain of their acts and omissions in their
capacities as our directors and officers.
The above discussion of Section 145 of the DGCL, our certificate of
incorporation and bylaws, the indemnification agreements and our insurance
coverage is not intended to be exhaustive and is qualified in its entirety by
reference to the statute and other governing documents.
ITEM 16 -- EXHIBITS
There are filed with this Registration Statement the following exhibits:
<Table>
<Caption>
Exhibit No.
**1.1 Form of Underwriting Agreement.
4.1 Amended and Restated Certificate of Incorporation, as amended,
of Carriage Services, Inc. (incorporated by reference to Exhibit
3.1 to Carriage Services, Inc.'s Annual Report on Form 10-K for
its fiscal year ended December 31, 1996).
4.2 Certificate of Amendment dated May 7, 1997 (incorporated by
reference to Exhibit 10.2 to Carriage Services, Inc.'s Quarterly
Report on Form 10-Q for its fiscal quarter ended September 30,
1997).
4.3 Certificate of Decrease, reducing the authorized Series D Preferred
Stock (incorporated by reference to Exhibit 10.3 to Carriage
Services Inc.'s Quarterly Report on Form 10-Q for its fiscal
quarter ended September 30, 1997).
4.4 Certificate of Decrease, reducing the authorized Series F Preferred
Stock (incorporated by reference to Exhibit 10.4 to Carriage
Services, Inc.'s Quarterly Report on Form 10-Q for its fiscal
quarter ended September 30, 1997).
4.5 Certificate of Elimination of the Series F Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Carriage Services,
Inc.'s Quarterly Report on Form 10-Q for its fiscal quarter ended
June 30, 1999).
4.6 Certificate of Designation of the Carriage Services, Inc.'s Series
G Junior Participating Preferred Stock (incorporated by reference
to Exhibit C to the Rights Agreement with American Stock Transfer &
Trust Company dated December 18, 2000, which is attached as Exhibit
1 to the Carriage Services, Inc.'s Form 8-A filed December 29,
2000).
4.7 Amended and Restated Bylaws of Carriage Services, Inc.
(incorporated by reference to Exhibit 3.2 to Carriage Services,
Inc.'s Registration Statement on Form S-1 (File No. 333-05545)).
*4.8 Form of Senior Debt Indenture.
II-3
<Page>
**4.9 Form of Senior Debt Securities.
*4.10 Form of Subordinated Debt Indenture.
**4.11 Form of Subordinated Debt Securities.
**4.12 Form of Guarantee Agreement.
**4.13 Form of Warrant Agreement.
**4.14 Form of Depositary Agreement.
**4.15 Form of Depositary Receipt.
**4.16 Form of Stock Purchase Contract.
**4.17 Form of Stock Purchase Unit.
*5.1 Opinion of Vinson & Elkins L.L.P.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 of this Registration Statement).
*24.1 Power of Attorney (included in the signature page of this
Registration Statement).
***25.1 Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Senior Debt Indenture.
***25.2 Form of Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Subordinated Debt Indenture.
</Table>
----------
* Filed herewith.
**To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, and incorporated herein by reference.
***To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 thereunder.
II-4
<Page>
ITEM 17 -- UNDERTAKINGS
The undersigned registrants hereby undertake:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
PROVIDED, HOWEVER, that clauses (1) and (2) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrants pursuant to the provisions described in Item 15 above or
otherwise, the registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by the director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of the issue.
The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance
with the rules and regulations prescribed by the SEC under Section 305(b)(2) of
the Trust Indenture Act of 1939.
II-5
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas, on October 19, 2001.
CARRIAGE SERVICES, INC.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Executive Vice President, Chief
/s/ Thomas C. Livengood Financial Officer and Secretary
------------------------------ (Principal Financial and Accounting
Thomas C. Livengood Officer) October 19, 2001
/s/ Mark F. Wilson
------------------------------
Mark F. Wilson Director October 19, 2001
II-6
<Page>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Greg M. Brudnicki
------------------------------
Greg M. Brudnicki Director October 19, 2001
/s/ Ronald A. Erickson
------------------------------
Ronald A. Erickson Director October 19, 2001
/s/ Vincent D. Foster
------------------------------
Vincent D. Foster Director October 19, 2001
/s/ Stuart W. Stedman
------------------------------
Stuart W. Stedman Director October 19, 2001
</Table>
II-7
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Funeral Holdings, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-8
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
CFS Funeral Services, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-9
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Holding Company, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-10
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Funeral Services of Michigan, Inc.
/s/ Thomas C. Livengood
------------------------------------------
Thomas C. Livengood
Executive Vice President, Chief Financial
Officer and Secretary
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Linda Clyne-Fletcher
------------------------------ Director and President
Linda Clyne-Fletcher (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-11
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Funeral Services of Kentucky, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-12
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Funeral Services of California, Inc.
/s/ Thomas C. Livengood
---------------------------------------------
Thomas C. Livengood
Executive Vice President, Chief Financial
Officer and Secretary
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
/s/ Mark F. Wilson
------------------------------
Mark F. Wilson Director October 19, 2001
</Table>
II-13
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Cemetery Services of Idaho, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-14
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Wilson & Kratzer Mortuaries
/s/ Thomas C. Livengood
---------------------------------------------
Thomas C. Livengood
Executive Vice President, Chief Financial
Officer and Secretary
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
/s/ Mark F. Wilson
------------------------------
Mark F. Wilson Director and President October 19, 2001
</Table>
II-15
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Rolling Hills Memorial Park
/s/ Thomas C. Livengood
---------------------------------------------
Thomas C. Livengood
Executive Vice President, Chief Financial
Officer and Secretary
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
/s/ Mark F. Wilson
------------------------------
Mark F. Wilson Director and President October 19, 2001
</Table>
II-16
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Services of Connecticut, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-17
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
CHC Insurance Agency of Ohio, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-18
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Barnett, Demrow & Ernst, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-19
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Services of New Mexico, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-20
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Cemetery Services, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-21
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Services of Oklahoma, L.L.C.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-22
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Services of Nevada, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-23
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Hubbard Funeral Home, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-24
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Team California (Cemetery), LLC
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-25
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Team California (Funeral), LLC
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-26
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Team Florida (Cemetery), LLC
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-27
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Team Florida (Funeral), LLC
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-28
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Services of Ohio, LLC
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-29
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Team Kansas, LLC
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin C. Payne Chairman of the Board, Chief
------------------------------ Executive Officer and President
Melvin C. Payne (Principal Executive Officer) October 19, 2001
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-30
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Municipal Cemetery Services of
Nevada, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Manager and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-31
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Cemetery Services of California,
Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-32
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Insurance Agency of Massachusetts,
Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
/s/ Peter Forastiere Director and Treasurer
------------------------------ (Principal Financial and
Peter Forastiere Accounting Officer) October 19, 2001
/s/ John Bresnahan
------------------------------
John Bresnahan Director and Clerk October 19, 2001
</Table>
II-33
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Internet Strategies, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-34
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Investments, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-35
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Management, L.P.
By: Carriage Investments, Inc., as
General Partner
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-36
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Cochrane's Chapel of the Roses, Inc.
/s/ Wendy Wilson Boyer
------------------------------------------
Wendy Wilson Boyer
Chief Executive Officer, President and
Treasurer
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Director and Chief Executive Officer,
President and Treasurer
/s/ Wendy Wilson Boyer (Principal Executive,Financial and
------------------------------ Accounting Officer) October 19, 2001
Wendy Wilson Boyer
/s/ Shirley Paradise
------------------------------
Shirley Paradise Director and Secretary October 19, 2001
</Table>
II-37
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Horizon Cremation Society, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-38
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Life Events, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-39
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Merger I, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-40
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Merger II, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-41
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Merger III, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-42
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 19, 2001.
Carriage Merger IV, Inc.
/s/ Melvin C. Payne
------------------------------------------
Melvin C. Payne
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below appoints Melvin C. Payne and
Thomas C. Livengood, and any of them, any of whom may act without the joinder of
any other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and any registration
statement (including any amendment thereto) that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, Chief
/s/ Melvin C. Payne Executive Officer and President
------------------------------ (Principal Executive Officer) October 19, 2001
Melvin C. Payne
Director and Executive Vice President,
/s/ Thomas C. Livengood Chief Financial Officer and Secretary
------------------------------ (Principal Financial and
Thomas C. Livengood Accounting Officer) October 19, 2001
</Table>
II-43