UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 8, 2006
SERVICE CORPORATION INTERNATIONAL
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(Exact name of registrant as specified in its charter)
TEXAS 1-6402-1 74-1488375
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1929 Allen Parkway Houston, Texas 77019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 522-5141
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[__] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective June 30, 2006, Mr. Jeffrey E. Curtiss will retire as Senior Vice
President, Chief Financial Officer and Treasurer, as referenced in Item 5.02 of
this report and in the attached press release. Thereafter, Mr. Curtis will
remain an employee of Service Corporation International (the "Company") for a
transitional period. In connection therewith, the Company will amend Mr.
Curtiss' employment agreement so that Mr. Curtiss' annual base salary for July
1, 2006 to December 31, 2006 will be reduced to $100,000 and his annual base
salary thereafter will be $50,000. During the transitional period, Mr. Curtiss
will remain eligible to participate in Company sponsored health and welfare
plans. However, Mr. Curtis will not be entitled to receive further grants of
restricted stock, stock options or performance units. Mr. Curtiss will continue
to participate under the Company's performance units plan with respect to
previous grants in 2004 (to be determined as of December 31, 2006) and 2005 (to
be determined as of December 31, 2007).
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Company announced on February 8, 2006, that Mr. Jeffrey E. Curtiss will
retire as Senior Vice President, Chief Financial Officer and Treasurer of the
Company effective June 30, 2006. It is anticipated that Mr. Curtiss will remain
an employee of the Company for a transitional period.
The Company also announced on February 8, 2006, that Vice President and
Corporate Controller Eric D. Tanzberger was promoted to Senior Vice President.
Mr. Tanzberger will assume the office of Chief Financial Officer effective June
30, 2006. Mr. Tanzberger, 37, joined the Company in August 1996 and has held
various management positions prior to being promoted to Corporate Controller in
August 2002. Prior to joining the Company, Mr. Tanzberger was Assistant
Corporate Controller at Kirby Marine Transportation Corporation, an inland
waterway barge and tanker company, from January through August 1996. Before
that, he was a Certified Public Accountant with Coopers & Lybrand L.L.P. for
more than five years. Mr. Tanzberger is a Certified Public Accountant and a
graduate of the University of Notre Dame, where he earned a Bachelor of Business
Administration degree. Mr. Tanzberger's employment agreement provides for an
annual base salary and the right to participate in bonus and other compensation
and benefit arrangements. In the event of Mr. Tanzberger's termination by the
Company without cause, Mr. Tanzberger will be entitled to one year's salary, pro
rated bonus and continuation of health benefits for one year. In the event of a
change of control, Mr. Tanzberger will be entitled to terminate his employment
for certain specified reasons during the two years following the change of
control and receive (i) a lump-sum payment equal to two times his annual salary
plus target bonus, (ii) a pro rated target bonus and (iii) continuation of
health benefits for two years. He will also be entitled to receive an additional
payment for any excise taxes, if applicable.
A copy of the press release announcing certain management changes, including
those discussed above, is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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99.1 Press Release, dated February 8, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 13, 2006
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
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James M. Shelger
Senior Vice President, General Counsel and Secretary
Exhibit Index
Exhibit No. Description
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99.1 Press Release, dated February 8, 2006