<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1996.
REGISTRATION NO. 333-13391
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
NEW SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 7261
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
<CAPTION>
DELAWARE 76-0515641
incorporation or organization) Identification No.)
<CAPTION>
(State or other jurisdiction of (I.R.S. Employer
</TABLE>
<TABLE>
<S> <C>
JAMES M. SHELGER
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
NEW SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY 1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019 HOUSTON, TEXAS 77019
(713) 522-5141 (713)522-5141
(Address, including zip code, and telephone number, (Name and address, including zip code, and
including area code, of registrant's principal executive telephone number, including area code, of agent for
offices) service)
</TABLE>
---------------------
SCI HOLDINGS CANADA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
BRITISH COLUMBIA 7261
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
<CAPTION>
BRITISH COLUMBIA NA
incorporation or organization) Identification No.)
<CAPTION>
(State or other jurisdiction of (I.R.S. Employer
JOHN A. GORDON
PRESIDENT
SCI HOLDINGS CANADA, INC.
3789 ROYAL OAK AVENUE 3789 ROYAL OAK AVENUE
BURNABY, BRITISH COLUMBIA V5G 3MI BURNABY, BRITISH COLUMBIA V5G 3MI
(604)294-9338 (604)294-9338
(Address, including zip code, and telephone number, (Name and address, including zip code, and
including area code, of registrant's principal executive telephone number, including area code, of agent for
offices) service)
</TABLE>
---------------------
Copy to:
RICHARD D. KATCHER
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
NEW SERVICE CORPORATION INTERNATIONAL
As permitted by Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article of the Buyer Certificate (Exhibit 3.1 hereto)
eliminates the monetary liability of a director to the corporation or its
stockholders for breach of fiduciary duty as a director, with the following
exceptions, as required by Delaware law: (i) breach of the director's duty of
loyalty to the corporation or its stockholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) payment of unlawful dividends or the making of unlawful stock
purchases or redemptions; or (iv) any transaction from which the director
derived an improper personal benefit.
In addition, under Section 145 of the DGCL, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed proceeding (other than an action by or in the right of the
corporation) if he acted in good faith and in a manner which he 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 his conduct was unlawful. In the case of an action brought by or in the
right of the corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of any threatened, pending or completed action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that a
court determines upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Article of the Buyer By-laws (Exhibit
3.2 hereto) provides for indemnification of its directors, officers, employees,
and other agents to the fullest extent permitted by the DGCL.
SCI HOLDINGS CANADA, INC.
Section 143 of the British Columbia Company Act (the "BCCA") provides that
neither the articles nor any contract of a company shall relieve a director from
any liability that arises out of any negligence, default, breach of duty or
breach of trust of which such director may be guilty in relation to the company.
Section 152 of the BCCA provides that a company may, with court approval,
indemnify a current or former director or officer of the company or a
corporation of which the company is or was a shareholder in respect of a civil,
criminal or administrative action or proceeding to which such director or
officer was made a party by reason of being or having been a director or
officer, provided that such director or officer (1) acted honestly and in good
faith with a view to the best interest of the company, and (2) in the case of a
criminal or administrative action or proceeding, such director or officer had
reasonable grounds for believing that his conduct was lawful. The Canadian Newco
Articles (Exhibit 3.5 hereto) provide for the maximum indemnification of
officers and directors permitted by the BCCA.
II-1
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
3.1 -- Certificate of Incorporation of New Service Corporation
International.**
3.2 -- Form of Amended and Restated Certificate of Incorporation of New
Service Corporation International.**
3.3 -- Bylaws of New Service Corporation International.**
3.4 -- Memorandum of SCI Holdings Canada, Inc.**
3.5 -- Articles of SCI Holdings Canada, Inc.**
3.6 -- Restated Articles of Incorporation of Service Corporation
International, as amended. (Incorporated by reference to Exhibit 3.1
to Registration Statement No. 333-10867 on Form S-3).*
3.7 -- Statement of Resolution Establishing Series of Shares of Series C
Junior Participating Preferred Stock of Service Corporation
International, dated August 5, 1988. (Incorporated by reference to
Exhibit 3.1 to Form 10-Q of Service Corporation International for the
fiscal quarter ended July 31, 1988).*
3.8 -- Bylaws of Service Corporation International, as amended.
(Incorporated by reference to Exhibit 3.7 to Form 10-K of Service
Corporation International for the fiscal year ended December 31,
1991).*
4.1 -- Rights Agreement dated as of July 18, 1988 between Service
Corporation International and Texas Commerce Bank National
Association. (Incorporated by reference to Exhibit 1 to Form 8-K of
Service Corporation International dated July 18, 1988).*
4.2 -- Amendment, dated as of May 10, 1990, to the Rights Agreement, dated
as of July 18, 1988, between Service Corporation International and
Texas Commerce Bank National Association. (Incorporated by reference
to Exhibit 1 to Form 8-K of Service Corporation International dated
May 10, 1990).*
4.3 -- Agreement Appointing a Successor Rights Agent under Rights Agreement,
dated as of June 1, 1990, by Service Corporation International and
Ameritrust Company National Association. (Incorporated by reference
to Exhibit 4.1 to Form 10-Q of Service Corporation International for
the fiscal quarter ended June 30, 1990).*
4.4 -- Undertaking to furnish instruments related to long-term debt of
Service Corporation international. (Incorporated by reference to
Exhibit 4.4 to Form 10-K of Service Corporation International for the
fiscal year ended December 31, 1995).*
4.5 -- Form of Rights Agreement between New Service Corporation
International and AmeriTrust Company National Association.**
4.6 -- Form of Rights Agreement between SCI Holdings Canada, Inc. and
.**
5.1 -- Opinion of Wachtell, Lipton, Rosen & Katz.**
5.2 -- Opinion of Lawson Lundell Lawson & McIntosh.**
5.3 -- Opinion of Tory Tory DesLauriers & Binnington.**
8.1 -- Tax opinion of Wachtell, Lipton, Rosen & Katz.**
8.2 -- Tax Opinion of Tory Tory DesLauriers & Binnington.**
10.1 -- Form of Voting, Support and Exchange Trust Agreement between New
Service Corporation International and the Trustee thereunder.**
10.2 -- Retirement Plan For Non-Employee Directors of Service Corporation
International. (Incorporated by reference to Exhibit 10.1 to Form
10-K of Service Corporation International for the fiscal year ended
December 31, 1991).*
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
10.3 -- Supplemental Executive Retirement Plan of Service Corporation
International, and form of Supplemental Executive Retirement Plan
Trust of Service Corporation International. (Incorporated by
reference to Exhibit 19.1 to Form 10-Q of Service Corporation
International for the fiscal quarter ended March 31, 1989).*
10.4 -- First Amendment to the Supplemental Executive Retirement Plan of
Service Corporation International; Second Amendment to the
Supplemental Executive Retirement Plan of Service Corporation
International; and Third Amendment to the Supplemental Executive
Retirement Plan of Service Corporation International. (Incorporated
by reference to Exhibit 10.3 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1991).*
10.5 -- Agreement dated May 14, 1992 between Service Corporation
International, R. L. Waltrip and related parties relating to life
insurance. (Incorporated by reference to Exhibit 10.4 to Form 10-K of
Service Corporation International for the fiscal year ended December
31, 1992).*
10.6 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between Service Corporation International and R. L. Waltrip.
(Incorporated by reference to Exhibit 10.1 to Form 10-Q of Service
Corporation International for the fiscal quarter ended September 30,
1993).*
10.7 -- Non-Competition Agreement and Amendment to Employment Agreement,
dated November 11, 1991, among Service Corporation International, R.
L. Waltrip and Claire Waltrip. (Incorporated by reference to Exhibit
10.9 to Form 10-K of Service Corporation International for the fiscal
year ended December 31, 1992).*
10.8 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between Service Corporation International and L. William
Heiligbrodt. (Incorporated by reference to Exhibit 10.2 to Form 10-Q
of Service Corporation International for the fiscal quarter ended
September 30, 1993).*
10.9 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between Service Corporation International and Samuel W. Rizzo,
(Incorporated by reference to Exhibit 10.3 to Form 10-Q of Service
Corporation International for the fiscal quarter ended September 30,
1993).*
10.10 -- Supplemental Agreement, dated February 16, 1995, between Service
Corporation International and Samuel W. Rizzo. (Incorporated by
reference to Exhibit 10.9 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1994).*
10.11 -- Termination Agreement, dated October 6, 1995, between Service
Corporation International and Samuel W. Rizzo; Consultation
Agreement, dated October 6, 1995, between Service Corporation
International and Samuel W. Rizzo. (Incorporated by reference to
Exhibit 10.10 to Form 10-K of Service Corporation International for
the fiscal year ended December 31, 1995).*
10.12 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between Service Corporation International and W. Blair Waltrip.
(Incorporated by reference to Exhibit 10.4 to Form 10-Q of Service
Corporation International for the fiscal quarter ended September 30,
1993).*
10.13 -- Employment Agreement, dated November 11, 1991, as amended and
restated as of August 12, 1992, and further amended as of May 12,
1993, between Service Corporation International and John W. Morrow,
Jr. (Incorporated by reference to Exhibit 10.5 to Form 10-Q of
Service Corporation International for the fiscal quarter ended
September 30, 1993).*
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
10.14 -- Employment Agreement, dated December 1, 1991, as amended and restated
as of August 12, 1992, and further amended as of May 12, 1993 and
further amended and restated as of January 1, 1995, between Service
Corporation International and Jerald L. Pullins. (Incorporated by
reference to Exhibit 10.13 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1995).*
10.15 -- Form of Employment Agreement pertaining to officers of Service
Corporation International (other than the officers identified in the
preceding exhibits), (Incorporated by reference to Exhibit 10.6 to
Form 10-Q of Service Corporation International for the fiscal quarter
ended September 30, 1993).*
10.16 -- Salary Continuation Agreement dated April 1, 1991 between Service
Corporation International and Robert L. Waltrip. (Incorporated by
reference to Exhibit 10.17 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1991).*
10.17 -- Forms of two Salary Continuation Agreements applicable to officers of
Service Corporation International (other than the officer referenced
in the preceding exhibit). (Incorporated by reference to Exhibit
10.19 to Form 10-K of Service Corporation International for the
fiscal year ended December 31, 1991).*
10.18 -- Form of First Amendment to Salary Continuation Agreement of Service
Corporation International (amending the Salary Continuation
Agreements of L. William Heiligbrodt, W. Blair Waltrip, Samuel W.
Rizzo and John W. Morrow). (Incorporated by reference to Exhibit 10.2
to Form 10-Q of Service Corporation International for the fiscal
quarter ended September 30, 1994).*
10.19 -- Form of 1986 Stock Option Plan of Service Corporation International.
(Incorporated by reference to Exhibit 10.21 to Form 10-K of Service
Corporation International for the fiscal year ended December 31,
1991).*
10.20 -- Amended 1987 Stock Plan of Service Corporation International.
(Incorporated by reference to Appendix A to Proxy Statement of
Service Corporation International dated April 1, 1991).*
10.21 -- First Amendment to Amended 1987 Stock Plan of Service Corporation
International (Incorporated by reference to Exhibit 10.23 to Form
10-K of Service Corporation International for the fiscal year ended
December 31, 1993).*
10.22 -- Service Corporation International (Canada) Limited Stock Option Plan.
(Incorporated by reference to Exhibit 10.17 to Form 10-K of Service
Corporation International for the fiscal year ended December 31,
1993).*
10.23 -- 1993 Long-Term Incentive Stock Option Plan of Service Corporation
International. (Incorporated by reference to Exhibit 4.12 to
Registration Statement No. 333-00179 on Form S-8).*
10.24 -- Service Corporation International ECI Stock Option Plan.
(Incorporated by reference to Exhibit 10.1 to Form 10-Q of Service
Corporation International for the fiscal quarter ended September 30,
1994).*
10.25 -- 1995 Incentive Equity Plan of Service Corporation International.
(Incorporated by reference to Annex B to Proxy Statement of Service
Corporation International dated April 17, 1995).*
10.26 -- 1995 Stock Plan for Non-Employee Directors of Service Corporation
International. (Incorporated by reference to Annex A to Proxy
Statement of Service Corporation International dated April 17,
1995).*
10.27 -- Summary of 1995 Long Term Cash Performance Plan of Service
Corporation International. (Incorporated by reference to Exhibit
10.22 to Form 10-K of Service Corporation International for the
fiscal year ended December 31, 1994).*
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
10.28 -- Agreement for Reorganization, dated August 15, 1989 among Morrow
Partners, Inc., J.W. Morrow Investment Company, John W. Morrow, Jr.,
Billy Dee Davis and Service Corporation International;
Agreement-Not-To-Compete, dated August 15, 1989, between John W.
Morrow, Jr., Morrow Partners, Inc. and Service Corporation
International, and Lease dated August 15, 1989, by John W. Morrow,
Jr. and Crawford-A. Crim Funeral Home, Inc. (Incorporated by
reference to Exhibit 10.27 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1989).*
10.29 -- Casket Supply and Requirements Agreement, dated October 31, 1990,
between York Acquisition Corp. and SCI Funeral Services, Inc., and
First Amendment to Casket Supply and Requirements Agreement, dated
December 30, 1992. (Incorporated by reference to Exhibit 10.27 to
Form 10-K of Service Corporation International for the fiscal year
ended December 31, 1992).*
10.30 -- Supplemental Executive Retirement Plan for Senior Officers of Service
Corporation International (as Amended and Restated Effective as of
December 31, 1993). (Incorporated by reference to Exhibit 10.21 to
Form 10-K of Service Corporation International for the fiscal year
ended December 31, 1993).*
10.31 -- First Amendment to Supplemental Executive Retirement Plan for Senior
Officers of Service Corporation International. (Incorporated by
reference to Exhibit 10.26 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1994).*
10.32 -- ISDA Master Agreement dated February 4, 1993; Amendment to the Master
Agreement dated August 12, 1993; Confirmation dated August 13, 1993;
Confirmation dated November 1, 1993 and Notice of Exercise; all of
which are between Morgan Guaranty Trust Company of New York
("Morgan") and Service Corporation International, (Incorporated by
reference to Exhibit 10.22 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1993).*
10.33 -- Sterling Note, dated September 2, 1994, issued by Service Corporation
International plc to Morgan; guaranty, dated September 2, 1994,
between Service Corporation International and Morgan. (Incorporated
by reference to Exhibit 10.28 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1994).*
10.34 -- Letter, dated December 2, 1994 amending the ISDA Master Agreement
(filed in Exhibit 10.31 above) and the Sterling Note and guaranty
(filed as Exhibit 10.32 above), between Service Corporation
International and Morgan; Letter dated December 13, 1994 regarding
the ISDA Master Agreement (filed in Exhibit 10.31 above).
(Incorporated by reference to Exhibit 10.29 to Form 10-K of Service
Corporation International for the fiscal year ended December 31,
1994).*
10.35 -- Confirmation dated May 18, 1994; Confirmation dated January 18, 1995;
Confirmation dated January 18, 1995; Confirmation dated January 18,
1995; all of which are between Morgan and Service Corporation
International. (Incorporated by reference to Exhibit 10.30 to Form
10-K of Service Corporation International for the fiscal year ended
December 31, 1994).*
10.36 -- Confirmation dated September 14, 1995; and Confirmation dated January
12, 1996, between Morgan and Service Corporation International;
Confirmation dated January 18, 1996 between J P Morgan Canada and
Service Corporation International (Canada) Limited. (Incorporated by
reference to Exhibit 10.35 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1995).*
10.37 -- Split Dollar Life Insurance Plan of Service Corporation
International. (Incorporated by reference to Exhibit 10.36 to Form
10-K of Service Corporation International for the fiscal year ended
December 31, 1995).*
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
10.38 -- 1996 Incentive Plan (Incorporated by reference to Annex A to Proxy
Statement of Service Corporation International dated April 15,
1996).*
11.1 -- Computation of Earnings Per Share of Service Corporation
International. (Incorporated by reference to Exhibit 11.1 to Form
10-K of Service Corporation International for the fiscal year ended
December 31, 1995).*
11.2 -- Computation of Earnings Per Share of Service Corporation
International. (Incorporated by reference to Exhibit 11.1 to Form
10-Q of Service Corporation International for the fiscal quarter
ended June 30, 1996).*
12.1 -- Ratio of Earnings to Fixed Charges of Service Corporation
International. (Incorporated by reference to Exhibit 12.1 to Form
10-Q of Service Corporation International for the fiscal quarter
ended June 30, 1996).*
12.2 -- Ratio of Earnings to Fixed Charges of Service Corporation
International. (Incorporated by reference to Exhibit 12.1 to Form
10-K of Service Corporation International for the fiscal year ended
December 31, 1995).*
21.1 -- Subsidiaries of Service Corporation International. (Incorporated by
reference to Exhibit 21.1 to Form 10-K of Service Corporation
International for the fiscal year ended December 31, 1995).*
23.1 -- Consent of Independent Accountants (Coopers & Lybrand L.L.P.).***
23.2 -- Consents of Wachtell, Lipton, Rosen & Katz (Included in Exhibit 5.1
and Exhibit 8.1).**
23.3 -- Consent of Lawson Lundell Lawson & McIntosh (Included in Exhibit
5.2).**
23.4 -- Consents of Tory Tory DesLauriers & Binnington (Included in Exhibit
5.3 and Exhibit 8.2).**
24.1 -- Powers of Attorney (see Pages II-8 and II-9).
25.1 -- Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1
with respect to the Service Corporation International Senior Debt
Securities to be issued pursuant to the Senior Debt Indenture between
Service Corporation International and The Bank of New York, as
Trustee. (Incorporated by reference to Exhibit 25.1 to Registration
Statement No. 333-10867 on Form S-3).*
27.1 -- Financial Data Schedule of Service Corporation International.
(Incorporated by reference to Exhibit 27.1 to Form 10-K of Service
Corporation International for the fiscal year ended December 31,
1995).*
99.1 -- Form of Letter of Transmittal.
99.2 -- Form of Notice of Guaranteed Delivery.
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
99.4 -- Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
99.5 -- Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9, and Form W-8 (Certificate of Foreign
Status) and instructions thereto.
99.6 -- Summary Advertisement.**
99.7 -- Complaint filed by Service Corporation International in Service
Corporation International v. The Loewen Group Inc., et al., Civil
Action No. H-96-3269 (S.D. Texas).***
</TABLE>
- ---------------
* Incorporated by reference.
** To be filed by amendment.
*** Previously filed.
II-6
<PAGE> 8
ITEM 22. UNDERTAKINGS
The Undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) 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 such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such 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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such 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 Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
posteffective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
<PAGE> 9
SIGNATURES
NEW SERVICE CORPORATION INTERNATIONAL
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston and County of Harris, State of Texas on October 22, 1996.
NEW SERVICE CORPORATION
INTERNATIONAL
By /s/ R.L. WALTRIP
---------------------------------
R.L. Waltrip
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Curtis G. Briggs and James M. Shelger and each of
them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto, and 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 in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby gratifying and confirming all that said attorneys-in-fact and
agents, or their 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 amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ ---------------
<S> <C> <C>
/s/ R.L. WALTRIP Chief Executive Officer October 22, 1996
- --------------------------------------------- (Principal Executive
R.L. Waltrip Officer)
/s/ CURTIS G. BRIGGS Director October 22, 1996
- ---------------------------------------------
Curtis G. Briggs
/s/ GEORGE R. CHAMPAGNE Senior Vice President and October 22, 1996
- --------------------------------------------- Chief Financial Officer
George R. Champagne (Principal Financial
Officer)
/s/ WESLEY T. McRAE Corporate Controller of SCI October 22, 1996
- --------------------------------------------- Management Corporation, an
Wesley T. McRae affiliate of New Service
Corporation International
(Principal Accounting
Officer), Director
</TABLE>
II-8
<PAGE> 10
SCI HOLDINGS CANADA, INC.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston and County of Harris, State of Texas on October 22, 1996.
SCI HOLDINGS CANADA, INC.
By /s/ CURTIS G. BRIGGS
------------------------------------
Curtis G. Briggs
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Curtis G. Briggs and James M. Shelger and each of
them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto, and 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 in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby gratifying and confirming all that said attorneys-in-fact and
agents, or their 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 amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ ----------------
<S> <C> <C>
/s/ JOHN A. GORDON President (Principal Executive October 22, 1996
- --------------------------------------------- Officer), Director
John A. Gordon
/s/ JON M. BEENKEN Director October 22, 1996
- ---------------------------------------------
Jon M. Beenken
/s/ CURTIS G. BRIGGS Secretary, Director October 22, 1996
- --------------------------------------------- (Registrant's Authorized
Curtis G. Briggs Representative in the United
States)
/s/ MELISA L. CHOW Controller (Principal October 22, 1996
- --------------------------------------------- Financial Officer, Principal
Melisa L. Chow Accounting Officer)
</TABLE>
II-9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ---------- ----------------------------------------------------------------------- -----------
<S> <C> <C>
3.1 -- Certificate of Incorporation of New Service Corporation
International.*
3.2 -- Form of Amended and Restated Certificate of Incorporation of New
Service Corporation International.*
3.3 -- Bylaws of New Service Corporation International.*
3.4 -- Memorandum of SCI Holdings Canada, Inc.*
3.5 -- Articles of SCI Holdings Canada, Inc.*
4.5 -- Form of Rights Agreement between New Service Corporation
International and AmeriTrust Company National Association.*
4.6 -- Form of Rights Agreement between SCI Holdings Canada, Inc. and
.*
5.1 -- Opinion of Wachtell, Lipton, Rosen & Katz.*
5.2 -- Opinion of Lawson Lundell Lawson & McIntosh.*
5.3 -- Opinion of Tory Tory DesLauriers & Binnington.*
8.1 -- Tax opinion of Wachtell, Lipton, Rosen & Katz.*
8.2 -- Tax Opinion of Tory Tory DesLauriers & Binnington.*
10.1 -- Form of Voting, Support and Exchange Trust Agreement between New
Service Corporation International and the Trustee thereunder.*
23.1 -- Consent of Independent Accountants (Coopers & Lybrand L.L.P.).**
23.2 -- Consents of Wachtell, Lipton, Rosen & Katz (Included In Exhibit 5.1
and Exhibit 8.1).*
23.3 -- Consent of Lawson Lundell Lawson & McIntosh (Included in Exhibit
5.2).*
23.4 -- Consents of Tory Tory DesLauriers & Binnington (Included in Exhibit
5.3 and Exhibit 8.2).*
24.1 -- Powers of Attorney (see Pages II-8 and II-9)
99.1 -- Form of Letter of Transmittal.
99.2 -- Form of Notice of Guaranteed Delivery.
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
99.4 -- Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
99.5 -- Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9, and Form W-8 (Certificate of Foreign
Status) and instructions thereto.
99.6 -- Summary Advertisement.*
99.7 -- Complaint filed by Service Corporation International in Service
Corporation International v. The Loewen Group Inc., et al., Civil
Action No. H-96-3269 (S.D. Texas).**
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed.
<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
OFFERS TO EXCHANGE:
<TABLE>
<S> <C>
I. EACH OUTSTANDING COMMON SHARE II. EACH OUTSTANDING 6.00% CUMULATIVE
(INCLUDING THE ASSOCIATED COMMON SHARE REDEEMABLE CONVERTIBLE
PURCHASE RIGHTS) FIRST PREFERRED SHARE, SERIES C
OF OF
THE LOEWEN GROUP INC. THE LOEWEN GROUP INC.
FOR FOR
$45.00 OF COMMON STOCK $29.51 OF COMMON STOCK
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
NEW SERVICE CORPORATION INTERNATIONAL NEW SERVICE CORPORATION INTERNATIONAL
OR OR
$45.00 OF EXCHANGEABLE SHARES $29.51 OF EXCHANGEABLE SHARES
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
SCI HOLDINGS CANADA, INC. SCI HOLDINGS CANADA, INC.
</TABLE>
THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M. NEW YORK CITY TIME,
ON , 199 UNLESS THE OFFERS ARE EXTENDED (THE "EXPIRATION DATE").
SHARES WHICH ARE TENDERED PURSUANT TO THE OFFERS MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Offers is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or
P.O. Box 84 (212) 858-2611 Overnight Delivery:
Bowling Green Station Attn: Reorganization One State Street
New York, New York 10274-0084 Operations Department New York, New York 10004
Attn: Reorganization Confirm Facsimile by Telephone: Attn: Securities Transfer Window,
Operations Department (212) 858-2103 Subcellar One
</TABLE>
The Canadian Forwarding Agent for the Offers is:
MONTREAL TRUST COMPANY OF CANADA
(416) 981-9596
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or
151 Front Street West (416) 981-9600 Overnight Delivery:
8th Floor Attn: Reorganization Department 151 Front Street West
Toronto, Ontario Confirm Facsimile by Telephone: 8th Floor
M5J 2N1 (416) 981-9596 Toronto, Ontario
M5J 2N1
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER
OF TRANSMITTAL WHERE INDICATED BELOW AND, IF YOU ARE TENDERING TO BUYER (AS
DEFINED BELOW), YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW OR A
FORM W-8.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE> 2
This Letter of Transmittal is to be completed by shareholders if
certificates for Preferred Shares (as defined below), Common Shares (as defined
below) and/or Rights (as defined below) are to be forwarded herewith or, unless
an Agent's Message (as defined below) is utilized, if delivery of Preferred
Shares, Common Shares and/or Rights is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company ("DTC")
or the Philadelphia Depository Trust Company ("PDTC") (DTC and PDTC,
collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures
set forth under "The Offers -- Procedure for Tendering" in the Prospectus.
Shareholders who tender Preferred Shares, Common Shares and/or Rights by
book-entry transfer are referred to herein as "Book-Entry Shareholders" and
other shareholders are referred to herein as "Certificate Shareholders."
Shareholders whose certificates representing Preferred Shares, Common Shares
and/or Rights are not immediately available or who cannot deliver their
certificates and all other documents required hereby to the Exchange Agent or to
the Canadian Forwarding Agent on or prior to the Expiration Date, or who cannot
comply with the book-entry transfer procedures on a timely basis, must tender
their Preferred Shares, Common Shares and/or Rights according to the guaranteed
delivery procedure set forth under "The Offers -- Procedure for Tendering" in
the Prospectus. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT OR THE
CANADIAN FORWARDING AGENT.
Unless and until the Purchasers (as defined below) declare that the Rights
Plan Condition (as defined in the Prospectus) is waived or satisfied, holders of
Common Shares will be required to tender one associated Right for each Common
Share tendered in order to effect a valid tender of such Common Shares. If the
Separation Time (as defined in the Prospectus) does not occur prior to the
Expiration Date, a tender of Common Shares will also constitute a tender of the
associated Rights. If the Separation Time occurs and certificates representing
Rights are distributed to holders of Common Shares, such holders of Common
Shares will be required to tender certificates for Rights equal to the number of
Common Shares being tendered in order to effect a valid tender of such Common
Shares.
<PAGE> 3
/ / CHECK HERE IF TENDERED PREFERRED SHARES, COMMON SHARES AND/OR RIGHTS ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING. (ONLY
PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER PREFERRED SHARES,
COMMON SHARES AND/OR RIGHTS BY BOOK-ENTRY TRANSFER):
Name(s) of Tendering Institution_______________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
<TABLE>
<CAPTION>
DTC PDTC
-------------- --------------
<S> <C> <C>
(CHECK ONE) / / / /
</TABLE>
Account Number_________________________________________________________________
Transaction Code Number________________________________________________________
/ / CHECK HERE IF TENDERED PREFERRED SHARES, COMMON SHARES AND/OR RIGHTS ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT
TO THE EXCHANGE AGENT OR TO THE CANADIAN FORWARDING AGENT AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY:
Name(s) of Registered Holder(s)________________________________________________
Window Ticket No. (if any)_____________________________________________________
Date of Execution of Notice of Guaranteed Delivery_____________________________
Name of Institution which Guaranteed Delivery__________________________________
If Delivery is by Book-Entry Transfer, Check Box of Applicable Book-Entry
Transfer Facility:
/ / DTC / / PDTC (check one)
Account Number_________________________________________________________________
Transaction Code Number________________________________________________________
<PAGE> 4
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF PREFERRED SHARES TENDERED
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY PREFERRED SHARE(S) TENDERED
AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
NUMBER OF
CERTIFICATE PREFERRED SHARES
NUMBER(S)(1) TOTAL NUMBER OF TENDERED(2)
PREFERRED SHARES
EVIDENCED
BY
CERTIFICATE(S)(1)
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Preferred
Shares
- ---------------------------------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Preferred Shares evidenced by certificates
being delivered to the Exchange Agent are being tendered hereby. See Instruction 4.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF COMMON SHARES TENDERED
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY COMMON SHARE(S) TENDERED
AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
NUMBER OF
CERTIFICATE COMMON SHARES
NUMBER(S)(1) TOTAL NUMBER OF TENDERED(2)
COMMON SHARES
EVIDENCED
BY
CERTIFICATE(S)(1)
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Common
Shares
- ---------------------------------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Common Shares evidenced by certificates
being delivered to the Exchange Agent are being tendered hereby. See Instruction 4.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF RIGHTS TENDERED(1)
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY RIGHTS TENDERED
AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
NUMBER OF
CERTIFICATE RIGHTS
NUMBER(S)(2)(3) TOTAL NUMBER OF TENDERED(4)
RIGHTS EVIDENCED
BY
CERTIFICATE(S)(3)
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Rights
- ---------------------------------------------------------------------------------------------------------
(1) Need not be completed if the Separation Time has not occurred.
(2) If the tendered Rights are represented by separate certificates, complete using the certificate
numbers of such certificates for Rights. If the tendered Rights are not represented by separate
certificates, or if such certificates have not been distributed, complete using the certificate
numbers of the Common Shares with respect to which the Rights were issued. Shareholders tendering
Rights that are not represented by separate certificates should retain a copy of this description
in order to accurately complete the Notice of Guaranteed Delivery if the Separation Time occurs.
(3) Need not be completed by Book-Entry Shareholders who are delivering Rights by book-entry transfer
(if available).
(4) Unless otherwise indicated, it will be assumed that all Rights being delivered to the Exchange
Agent are being tendered. See Instruction 4.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Preferred Shares, Common Shares and/or Rights tendered hereby. The certificates
and number of Preferred Shares, Common Shares and/or Rights that the undersigned
wishes to tender should be indicated in the appropriate boxes.
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
IMPORTANT
ELECTION OF OFFER
(SEE INSTRUCTION 13)
<TABLE>
<S> <C>
BUYER OFFER CANADIAN NEWCO OFFER
Indicate in the space provided below the Indicate in the space provided below the
number of Common Shares and/or Rights the number of Common Shares and/or Rights the
tendering shareholder has elected to tender tendering shareholder has elected to tender
pursuant to the Offer of New Service pursuant to the Offer of SCI Holdings Canada,
Corporation International ("Buyer") in Inc. ("Canadian Newco") in exchange for
exchange for shares of Common Stock, par value Exchangeable Shares without par value of
$.01 per share, of Buyer ("Buyer Common Canadian Newco ("Exchangeable Shares") (such
Stock") (such Offer, the "Buyer Offer"): Offer, the "Canadian Newco Offer"):
- ---------------------------------------------- ----------------------------------------------
Common Shares: Common Shares:
- ---------------------------------------------- ----------------------------------------------
Rights (if applicable)(1): Rights (if applicable)(1):
- ---------------------------------------------- ----------------------------------------------
Indicate in the space provided below the Indicate in the space provided below the
number of Preferred Shares the tendering number of Preferred Shares the tendering
shareholder has elected to tender pursuant to shareholder has elected to tender pursuant to
the Buyer Offer in exchange for shares of the Canadian Newco Offer in exchange for
Buyer Common Stock: Exchangeable Shares:
- ---------------------------------------------- ----------------------------------------------
Preferred Shares: Preferred Shares:
- ---------------------------------------------- ----------------------------------------------
(1) Need not be completed if the Separation Time has not occurred.
With respect to the Preferred Shares, Common Shares and/or Rights which are tendered pursuant to
the Buyer Offer in exchange for shares of Buyer Common Stock, all references in this letter to
the "Purchaser" shall be references to Buyer, all references to "Purchaser Shares" shall be
references to shares of Buyer Common Stock and all references to the "Offer" shall be references
to the Buyer Offer.
With respect to the Preferred Shares, Common Shares and/or Rights which are tendered pursuant to
the Canadian Newco Offer in exchange for Exchangeable Shares, all references in this letter to
the "Purchaser" shall be references to Canadian Newco, all references to "Purchaser Shares" shall
be references to Exchangeable Shares and all references to the "Offer" shall be references to the
Canadian Newco Offer.
References to the "Purchasers" shall be references to Buyer and Canadian Newco.
THIS ELECTION MAY HAVE IMPORTANT TAX CONSEQUENCES. PLEASE SEE "CERTAIN U.S. AND CANADIAN FEDERAL
TAX CONSEQUENCES OF THE ACQUISITION" IN THE PROSPECTUS.
</TABLE>
LADIES AND GENTLEMEN:
The undersigned hereby delivers to the Purchaser (or Purchasers) indicated
above, (i) the above-described Common Shares without par value (the "Common
Shares") of The Loewen Group Inc., a company incorporated under the laws of
British Columbia ("Loewen"), together with (unless and until the Purchasers
declare that the Rights Plan Condition (as defined in the Prospectus) is waived
or satisfied) an equal number of associated common share purchase rights (the
"Rights") issued pursuant to the Rights Agreement (as defined in the
Prospectus), and/or (ii) the above-described 6.00% Cumulative Redeemable
Convertible First Preferred Shares, Series C without par value of Loewen (the
"Preferred Shares"), in each case pursuant to such Purchaser's offer to exchange
a number of Purchaser Shares (as defined above) equal to the Share Exchange
Ratio (as defined in the Prospectus) for each outstanding Common Share (and
associated Right), and a number of Purchaser Shares equal to the Preferred Share
Exchange Ratio (as defined in the Prospectus) for each outstanding Preferred
Share, upon the terms and subject to the conditions set forth in the Prospectus
dated , 1996 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus and any amendments thereto and hereto constitute the "Offers"). The
Preferred Shares, Common Shares and Rights together are sometimes referred to
herein as the "Shares."
<PAGE> 6
Subject to, and effective upon, acceptance of the Shares tendered herewith
in accordance with the terms of the Offers, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Purchaser (or Purchasers),
all right, title and interest in and to all of the Shares that are being
tendered hereby and any and all Shares and other securities issued or issuable
in respect thereof on or after October 1, 1996, (collectively, "Distributions"),
and irrevocably constitutes and appoints the Exchange Agent, the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
any Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to the full
extent of the undersigned's rights with respect to such Shares (and any
Distributions), to (a) deliver such Share Certificates (as defined herein) (and
any Distributions) or transfer ownership of such Shares (and any Distributions)
on the account books maintained by a Book-Entry Transfer Facility, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of the Purchaser (or Purchasers), (b) present such Shares
(and any Distributions) for transfer on the books of the Company and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any Distributions), all in accordance with the terms and the
conditions of the Offers.
The undersigned hereby irrevocably appoints and any other
designees of the Purchasers, and each of them, the true and lawful agent,
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote in such manner as each such attorney and proxy or any
substitute thereof shall deem proper in the sole discretion of such
attorney-in-fact and proxy or such substitute, and otherwise act (including
pursuant to written consent) with respect to all the Shares tendered hereby (and
any Distributions) which have been accepted by the Purchasers prior to the time
of such vote or action, which the undersigned is entitled to vote at any meeting
of shareholders (whether annual or special and whether or not an adjourned
meeting), of Loewen or otherwise. This proxy and power of attorney is coupled
with an interest in the Shares and is irrevocable and is granted in
consideration of, and is effective upon, the acceptance of such Shares (and any
Distributions) by the Purchaser (or Purchasers) in accordance with the terms of
the Offers. Such acceptance for exchange shall revoke any other proxy granted by
the undersigned at any time with respect to such Shares (and any Distributions)
and no subsequent proxies will be given (or, if given, will not be deemed
effective) with respect thereto by the undersigned. The undersigned understands
that in order for Shares to be deemed validly tendered, immediately upon the
Purchaser's acceptance of such Shares (and any Distributions) for exchange the
Purchaser or its designee must be able to exercise full voting rights with
respect to such Shares (and any Distributions).
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares (and
any Distributions) tendered hereby, (ii) the tender of the Shares complies with
applicable securities laws, (iii) the undersigned owns the Shares which are
being tendered within the meaning of applicable securities laws, and (iv) when
the same are accepted for exchange by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto (and to any Distributions), free
and clear of all liens, restrictions, claims, charges and encumbrances, and the
same will not be subject to any adverse claim. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent, the Canadian Forwarding Agent or the Purchasers to be necessary or
desirable to complete the sale, assignment, and transfer of the Shares (and any
Distributions) tendered hereby. The undersigned has read and agrees to all of
the terms of the Offers.
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall not be affected by and shall survive the death or
incapacity, bankruptcy or insolvency of the undersigned and any obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Subject to the
withdrawal rights set forth under "The Offers -- Withdrawal Rights" in the
Prospectus, the tender of Shares hereby made is irrevocable.
If the Separation Time does not occur prior to the Expiration Date, a
tender of Common Shares will also constitute a tender of the associated Rights.
If the Purchasers declare that the Rights Plan Condition has been waived or
satisfied, the Purchasers will not require delivery of Rights.
The undersigned understands that (i) all questions as to the validity,
form, eligibility (including timely receipt) and acceptance of any Shares
deposited pursuant to the Offers will be determined by the Purchasers in their
sole discretion, and that such determination shall be final and binding; (ii)
the Purchasers reserve the absolute right to reject any and all deposits which
they determine not to be in proper form or which, in the opinion of their
counsel, may be unlawful to accept under the laws of any jurisdiction; (iii) the
Purchasers reserve the absolute right to waive any defects or irregularities in
the deposit of any Shares; (iv) there shall be no obligation on the Purchasers,
the Dealer Managers, any soliciting dealer, the Exchange Agent, the Canadian
Forwarding Agent, the Information Agent or any other person to give notice of
any defects or irregularities in any deposit and no liability shall be incurred
by any of them for failure to give any notice; and (v) the Purchasers'
interpretation of the terms and conditions of the Offers will be final and
binding.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under "The Offers -- Procedure for Tendering" in the
Prospectus and in the instructions hereto and acceptance of such Shares will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions set forth in the Offers, including the
undersigned's representations and warranties set forth above.
<PAGE> 7
Unless otherwise indicated herein under "Special Issuance Instructions,"
please issue the Purchaser Shares and/or any check to be issued for cash in lieu
of fractional Purchaser Shares and/or issue or return any certificate(s)
representing Shares not deposited or not accepted for payment in the name(s) of
the registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the Purchaser Shares and/or any check to be issued for cash in lieu
of fractional Purchaser Shares and/or issue or return any certificate(s)
representing Shares not deposited or not accepted for payment to the address(es)
of the registered holder(s) appearing under "Description of Shares Tendered." In
the event that both the Special Delivery Instructions and the Special Issuance
Instructions are completed, please issue the Purchaser Shares and/or any check
to be issued for cash in lieu of fractional Purchaser Shares and/or return any
certificate(s) for Shares not deposited or accepted for payment in the name of,
and send or hold such certificate(s) and/or check to or for the person or
persons so indicated. Shareholders depositing Shares by book-entry transfer may
request that any Shares not accepted for payment be returned to them by
crediting such account maintained at DTC and PDTC as such shareholders may
designate by making an appropriate entry under "Special Delivery Instructions."
The undersigned recognizes that neither of the Purchasers has any obligation,
pursuant to the Special Issuance Instructions, to transfer any Shares from the
name of the registered holder thereof or to order the registration or transfer
of such Shares tendered by book-entry transfer, if the Purchasers do not accept
any of the Shares so tendered.
<PAGE> 8
_______________________________________________________________________________
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING PREFERRED SHARES, COMMON
SHARES AND/OR RIGHTS THAT YOU OWN HAVE BEEN LOST OR DESTROYED AND SEE
INSTRUCTION 11.
Number of Preferred Shares represented by the lost or destroyed
certificates:
----------------------------------------
Number of Common Shares represented by the lost or destroyed certificates:
--------------------------------------------------------
Number of Rights (if applicable) represented by the lost or destroyed
certificates:
----------------------------------------
_______________________________________________________________________________
_______________________________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not deposited or not
accepted for payment and/or certificate(s) for the Purchaser Shares and/or any
check to be issued for cash in lieu of fractional Purchaser Shares are to be
issued in the name of someone other than the undersigned.
Issue Certificates and/or any check to be issued for cash in lieu of fractional
Purchaser Shares to:
Name ---------------------------------------------------------------------------
(Please Type or Print)
Address ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include (Postal) Zip Code)
- --------------------------------------------------------------------------------
(Taxpayer Identification, Social Security or
Social Insurance Number)
(See Substitute Form W-9 on Reverse Side,
if tendering to Buyer)
_______________________________________________________________________________
_______________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not deposited or not
accepted for payment and/or certificate(s) for the Purchaser Shares and/or any
check to be issued for cash in lieu of fractional Purchaser Shares are to be
sent to someone other than the undersigned, or to the undersigned at an address
other than that shown above under "Description of Preferred Shares Tendered,"
"Description of Common Shares Tendered" or "Description of Rights Tendered" or
are to be held by the Exchange Agent for pick-up by the undersigned in person
(subject to the furnishing, upon such pick-up, of evidence satisfactory to the
Purchasers with respect to the identity of the individual seeking to effect such
pick-up) or if the Purchaser Shares delivered by book-entry transfer that are
not purchased are to be returned by credit to an account maintained by DTC or
PDTC other than that designated above.
Mail Certificates and/or any check to be issued for cash in lieu of Purchaser
Shares to:
Name ---------------------------------------------------------------------------
(Please Type or Print)
Address ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include (Postal) Zip Code)
- --------------------------------------------------------------------------------
(Taxpayer Identification, Social Security or
Social Insurance Number)
(See Substitute Form W-9 on Reverse Side,
if tendering to Buyer)
Credit Purchaser Shares deposited by book-entry transfer that are not assigned
for payment to:
------------------------------------------------------
(DTC or PDTC Account Number)
Hold Certificates and/or any check to be issued in lieu of Purchaser Shares at
the location indicated below:
/ / / /
IBJ Schroder Bank & Montreal Trust
Trust Company Company of Canada
One State Street 151 Front Street West
New York, New York 8th Floor
10004 Toronto, Ontario
Securities Transfer M5J 2N1
Window
Subcellar One
<PAGE> 9
SOLICITED TENDERS
(SEE INSTRUCTION 12)
The Purchasers will pay to any Soliciting Dealer (as defined in the
Prospectus) a solicitation fee of $0.35 for each Common Share and $0.23 for each
Preferred Share for any Common Shares or Preferred Shares tendered and accepted
for exchange pursuant to the Offers. (The aggregate amount payable to all
Soliciting Dealers with respect to any one beneficial owner will be a minimum of
$100 and a maximum of $1500.)
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm_________________________________________________________
(Please Print)
Name of Individual___________________________________________________
Address______________________________________________________________
_____________________________________________________________________
(Include (Postal) Zip Code)
The Purchasers may require the Soliciting Dealer to furnish evidence
satisfactory to the Purchasers with respect to the beneficial ownership of
Common Shares or Preferred Shares tendered pursuant to the Offers.
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it to the Purchasers that (i) it has complied with the
applicable requirements of the Securities Act of 1933 and the Securities Act of
1934, and the applicable Rules and Regulations thereunder, in connection with
such solicitation; (ii) it has complied with the requirements of all applicable
state securities laws; (iii) it is entitled to such compensation for such
solicitation under the terms and conditions of the Offers; (iv) in soliciting
tenders of Common Shares or Preferred Shares it has used no soliciting materials
other than those furnished by the Purchasers; and (v) either (A) with respect to
Common Shares and Preferred Shares tendered by a person other than a Canadian
Holder (as defined in the Prospectus) (1) it is a broker or dealer in securities
who is a member of any U.S. national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (2) if it is a foreign
broker or dealer not eligible for membership in the NASD, it has agreed to
conform to the NASD's Rules of Fair Practice in soliciting tenders outside the
United States to the same extent as though it were an NASD member, or (3) it is
a bank or trust company, or (B) with respect to Common Shares and Preferred
Shares tendered by Canadian Holders, it is a Canadian broker or dealer in
securities which is part of the Canadian Soliciting Dealer Group (as defined in
the Prospectus).
<PAGE> 10
_______________________________________________________________________________
IMPORTANT -- SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 AT THE BACK OF THIS LETTER OF TRANSMITTAL,
IF TENDERING TO BUYER)
_______________________________________________________________________________
_______________________________________________________________________________
(Signature(s) of Shareholder(s))
Dated:_________________________________________________________________, 199_
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) for Preferred Shares or Common Shares and/or Rights or on a
security position listing or by person(s) authorized to become registered
holder(s) by certificate(s) and documents transmitted herewith. If signature is
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 5.)
Name(s)________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title)__________________________________________________________
Address________________________________________________________________________
_______________________________________________________________________________
(INCLUDE (POSTAL) ZIP CODE)
Area Code and Telephone Number -- Day__________________________________________
-- Night__________________________________________
Taxpayer Identification, Social Security or Social Insurance No._______________
(see substitute Form W-9,
if tendering to Buyer)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
SPACE BELOW IS FOR USE BY FINANCIAL INSTITUTIONS ONLY.
UNITED STATES ELIGIBLE INSTITUTIONS SHOULD PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
CANADIAN ELIGIBLE INSTITUTIONS SHOULD PLACE SIGNATURE GUARANTEE IN SPACE BELOW.
Authorized Signature___________________________________________________________
Name___________________________________________________________________________
_______________________________________________________________________________
(Please Print or Type)
Address________________________________________________________________________
_______________________________________________________________________________
(Include (Postal) Zip Code)
Area Code and Telephone Number_________________________________________________
Name of Firm_______________________________ Dated: ________________ , 1996
SIGNATURE(S) GUARANTEED:
IN CERTAIN CIRCUMSTANCES, SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
INSTITUTION. SEE INSTRUCTIONS 1 AND 5.
_______________________________________________________________________________
REMEMBER TO ENCLOSE YOUR CERTIFICATES
<PAGE> 11
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFERS
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal in cases where (a) this Letter of Transmittal is signed by
the registered holder(s) of the Shares (which term, for purposes of this
document, shall include any participant in one of the Book-Entry Transfer
Facilities whose name appears on a security position listing as the owner of
Shares) tendered herewith and such holder(s) have not completed the instruction
entitled "Special Issuance Instructions" on this Letter of Transmittal or (b)
such Shares are tendered for the account of an Eligible Institution (as defined
below). Otherwise, all signatures on this Letter of Transmittal must be
guaranteed by a financial institution (including most banks, savings and loan
associations and brokerage houses) which is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program or, with
respect to Shares tendered through the Canadian Forwarding Agent, is a Canadian
chartered bank, a trust company in Canada or a member firm of The Toronto Stock
Exchange, The Montreal Exchange or the Vancouver Stock Exchange (an "Eligible
Institution"). See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or, unless an Agent's Message (as defined below) is
utilized, if tenders are to be made pursuant to the procedures for tender by
book-entry transfer set forth in "The Offers -- Procedure for Tendering" in the
Prospectus. Certificates for all physically tendered Shares ("Share
Certificates"), or confirmation of any book-entry transfer into the Exchange
Agent's account at one of the Book-Entry Transfer Facilities of Shares tendered
by book-entry transfer, as well as this Letter of Transmittal or facsimile
thereof, properly completed and duly executed with any required signature
guarantees, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent or the Canadian Forwarding Agent at one of
their addresses set forth herein on or prior to the Expiration Date.
UNLESS AND UNTIL THE PURCHASERS DECLARE THAT THE RIGHTS PLAN CONDITION IS
WAIVED OR SATISFIED, HOLDERS OF COMMON SHARES WILL BE REQUIRED TO TENDER ONE
ASSOCIATED RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SUCH SHARE. IF THE SEPARATION TIME DOES NOT OCCUR PRIOR TO THE EXPIRATION DATE,
A TENDER OF COMMON SHARES WILL ALSO CONSTITUTE A TENDER OF THE ASSOCIATED
RIGHTS. The Rights are currently represented by the Certificates for the Common
Shares with respect to which the Rights were issued. The Rights Agreement
provides that until the close of business on the Separation Time, the Rights
will be evidenced by the certificates for the Common Shares and may be
transferred with and only with the Common Shares. The Rights Agreement further
provides that, as soon as practicable following the Separation Time, separate
Rights Certificates are to be mailed by Loewen or the Rights Agent to holders of
record of Common Shares as of the close of business at the Separation Time. If
the Separation Time occurs and separate Rights Certificates are distributed
prior to the time Common Shares are tendered herewith, in order for Rights (and
the corresponding Common Shares) to be validly tendered, Rights Certificates
representing a number of Rights equal to the number of Common Shares being
tendered herewith must be delivered to the Exchange Agent or the Canadian
Forwarding Agent or, if available, a Book-Entry Confirmation must be received by
the Exchange Agent with respect thereto. If the Separation Time occurs and
separate Rights Certificates are not distributed prior to the time Common Shares
are tendered herewith, Rights may be tendered prior to a shareholder receiving
separate Rights Certificates by use of the guaranteed delivery procedures
described below. In any case, a tender of Common Shares constitutes an agreement
by the tendering shareholder to deliver Rights Certificates representing a
number of Rights equal to the number of Common Shares tendered pursuant to the
Offers to the Exchange Agent or the Canadian Forwarding Agent within three
business days after the date Rights Certificates are distributed. The Purchasers
reserve the right to require that the Exchange Agent or the Canadian Forwarding
Agent receive Rights Certificates or a Book-Entry Confirmation, if available,
with respect to such Rights, prior to accepting the related Common Shares for
payment pursuant to the Offers if the Separation Time occurs prior to the
Expiration Date.
Shareholders whose certificates for tendered Shares are not immediately
available (including because Rights Certificates have not yet been distributed
by Loewen or the Rights Agent), who cannot deliver their certificates for
tendered Shares and all other required documents to the Exchange Agent or the
Canadian Forwarding Agent on or prior to the Expiration Date or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis may
tender such Shares pursuant to the guaranteed delivery procedure set forth under
"The Offers -- Procedure for Tendering" in the Prospectus. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Purchasers, must be received by
the Exchange Agent or the Canadian Forwarding Agent on or prior to the
Expiration Date; and (iii) the certificates evidencing all physically delivered
Preferred Shares, Common Shares and/or Rights in proper form for transfer by
delivery, or a confirmation of a book-entry transfer into an account maintained
by the Exchange Agent at a Book-Entry Transfer Facility of all Preferred Shares,
Common Shares and/or Rights delivered by book-entry transfer, in each case
together with a Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an
<PAGE> 12
Agent's Message (as defined below), and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent or the Canadian
Forwarding Agent within (a) in the case of Preferred Shares and Common Shares,
three trading days after the date of execution of such Notice of Guaranteed
Delivery, or (b) in the case of Rights, a period ending on the later of (1)
three trading days after the date of execution of such Notice of Guaranteed
Delivery or (2) three business days after the date Rights Certificates are
distributed to shareholders by Loewen or the Rights Agent, all as provided in
"The Offers -- Procedures for Tendering" in the Prospectus. A "trading day" is
any day on which the trades may be made on the New York Stock Exchange. The
Notice of Guaranteed Delivery may be delivered by hand to the Exchange Agent or
the Canadian Forwarding Agent or transmitted by telegram, facsimile transmission
or mail to the Exchange Agent or the Canadian Forwarding Agent and must include
a guarantee by an Eligible Institution and a representation that the shareholder
owns the Preferred Shares, Common Shares and, if applicable, Rights tendered
within the meaning of, and that the tender of the Preferred Shares Common Shares
and, if applicable, Rights effected thereby complies with, Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, each in the form set forth in such
Notice of Guaranteed Delivery. Shareholders may not extend the foregoing time
period for delivery of Rights to the Exchange Agent by providing a second Notice
of Guaranteed Delivery with respect to such Rights.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Preferred Shares,
Common Shares and the Rights tendered hereby whether or not such Rights are
delivered simultaneously with such Common Shares.
IF SHARE CERTIFICATES ARE FORWARDED SEPARATELY TO THE EXCHANGE AGENT OR THE
CANADIAN FORWARDING AGENT, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL MUST ACCOMPANY EACH SUCH DELIVERY.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT OR THE CANADIAN
FORWARDING AGENT. THE PURCHASERS RECOMMEND THAT SUCH DOCUMENTS BE DELIVERED BY
HAND TO THE EXCHANGE AGENT OR THE CANADIAN FORWARDING AGENT AND A RECEIPT
OBTAINED, OR IF MAILED, THAT SUCH SHAREHOLDER USE REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY. SHAREHOLDERS WHOSE SHARES ARE REGISTERED IN
THE NAME OF A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE
SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN TENDERING THOSE SHARES.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be accepted. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Preferred Shares, Common Shares and/or
Rights and any other required information should be listed on a separate signed
schedule attached hereto.
4. Partial Tenders (not applicable to shareholders who tender by Book-Entry
Transfer). If fewer than all the Preferred Shares, Common Shares and/or Rights
evidenced by any certificate submitted are to be tendered, fill in the number of
Preferred Shares, Common Shares and/or Rights which are to be tendered in the
box entitled, respectively, "Number of Preferred Shares Tendered", "Number of
Common Shares Tendered", and/or "Number of Rights Tendered". In such cases, new
certificate(s) for the remainder of the Preferred Shares, Common Shares and/or
Rights that were evidenced by your old certificate(s) will be issued and sent to
you, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by certificates delivered to the Exchange Agent or the Canadian
Forwarding Agent will be deemed to have been tendered unless otherwise
indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
<PAGE> 13
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchasers of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Preferred Shares, Common Shares and/or Rights listed in the box entitled,
respectively, "Number of Preferred Shares Tendered", "Number of Common Shares
Tendered", and/or "Number of Rights Tendered" and transmitted hereby, no
endorsements of certificates or separate stock powers are required unless
Purchaser Shares or certificates for Shares not tendered or accepted are to be
issued in the name of a person other than the registered holder(s). Signatures
on such certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate share transfers or stock powers, in
either case signed exactly as the name or names of the registered holder or
holders appear on the certificates(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. The Purchasers will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale of Shares to them or
their order pursuant to the Offers to the extent such taxes are a joint
obligation of transferor and transferee. Neither of the Purchasers will pay or
cause to be paid any stock transfer taxes to the extent such taxes are the
obligation solely of the transferor. If, however, delivery of the consideration
in respect of the Offers is to be made to, or (in the circumstances permitted
hereby) if certificates for Shares not tendered or accepted are to be registered
in the name of any person other than the registered holder, or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the tendering holder must provide
satisfactory evidence of the payment of any applicable transfer taxes (whether
imposed on the registered holder or such person) payable on account of the
transfer to such person prior to the delivery of the consideration pursuant to
the Offers.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Special Issuance and Delivery Instructions. If certificates for
Purchaser Shares and/or any check to be issued for cash in lieu of fractional
Purchaser Shares and/or certificates for Shares not deposited or not accepted
for payment are to be issued or returned to a person other than the signer of
this Letter of Transmittal or if certificates for Purchaser Shares and/or any
check to be issued for cash in lieu of fractional Purchaser Shares and/or
certificates for Shares not deposited or not accepted for payment are to be
mailed to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the boxes marked "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
must be completed. If a certificate for Purchaser Shares and/or any check to be
issued for cash in lieu of fractional Purchaser Shares and/or a certificate for
Shares not deposited or not accepted for payment are to be held by the Exchange
Agent or the Canadian Forwarding Agent for pick-up by the undersigned in person
(subject to the furnishing, upon such pick-up, of evidence satisfactory to the
Purchasers with respect to the identity of the individual seeking to effect such
pick-up), the box marked "Special Delivery Instructions" on this Letter of
Transmittal must be completed. Shareholders delivering Shares by book-entry
transfer may request that Shares not accepted for payment be credited to such
account maintained at DTC or PDTC as such shareholder may designate under
"Special Delivery Instructions." If no such instructions are given, such Shares
not accepted for payment will be returned by crediting the account at DTC or
PDTC, as the case may be, designated above.
8. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to, or additional copies of the Prospectus, this
Letter of Transmittal, the Notice of Guaranteed Delivery and other materials
relating to the Offers may be obtained from, the Information Agent (as defined
below) or the Dealer Managers (as defined below) at their respective telephone
numbers and/or addresses set forth below or from your broker, dealer, commercial
bank or trust company.
9. Taxpayer Information -- Substitute Form W-9 and Form W-8. Each
shareholder tendering to the Buyer Offer who is a citizen or resident of the
United States is required to provide the Exchange Agent or the Canadian
Forwarding Agent with a correct Taxpayer Identification Number ("TIN"),
generally the shareholder's social security or federal employer identification
number, on Substitute Form W-9 below. If such shareholder fails to provide a TIN
to the Exchange Agent, such shareholder may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, payments of cash in lieu of
fractional shares of Buyer Common Stock that are made to such shareholder with
respect to Shares accepted pursuant to the Buyer Offer may be subject to backup
withholding of 31%. The box in Part III of the form may be checked if the
tendering shareholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the box in Part III is
checked and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 31% of all payments of cash made with respect to
Buyer Common Stock thereafter until a TIN is provided to the Exchange Agent.
Such shareholder is required to give the Exchange Agent the social security
number or employer identification number of the record owner of the Shares or of
the last transferee
<PAGE> 14
appearing on the stock powers attached to, or endorsed on, the Shares. If the
Shares are in more than one name or are not in the name of the actual owner,
such shareholder should consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
Canadian and other foreign shareholders tendering to the Buyer Offer who
are neither citizens nor residents of the United States ("Foreign Shareholders")
should complete the enclosed Form W-8 and return the same to the Exchange Agent
or the Canadian Forwarding Agent. Otherwise, payments of cash in lieu of
fractional shares of Buyer Common Stock that are made to such Foreign
Shareholders may be subject to backup withholding of 31%. Foreign Shareholders
should be aware that dividends received with respect to Buyer Common Stock that
are not effectively connected with the conduct by such shareholder of a trade or
business in the United States will generally be subject to United States
withholding tax at a rate of 30%, which rate may be reduced by an applicable
income tax treaty between the United States and the Foreign Shareholder's
country of residence (currently 15% with respect to dividends paid to residents
of Canada).
Each individual Canadian shareholder tendering to the Canadian Newco Offer
must provide his Social Insurance Number in the space provided herein.
Shareholders who are tendering Shares pursuant to the Canadian Newco Offer
and who are eligible to enter into a joint election with Canadian Newco in order
to obtain "rollover" treatment for Canadian tax purposes as described under
"Certain U.S. and Canadian Federal Tax Consequences of the Acquisition" in the
Prospectus may receive a tax election package by checking the appropriate boxes
below under "Canadian Newco Offer: Tax Election Package."
10. Waiver of Conditions. The conditions to the Offers may be waived by the
Purchasers in whole or in part at any time and from time to time in their sole
discretion.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Preferred Shares, Common Shares or Rights has been lost, destroyed or stolen,
the shareholder should promptly notify the Exchange Agent by checking the box
immediately preceding the special issuance/special delivery instructions and
indicating the number of Preferred Shares, Common Shares and/or Rights lost. The
shareholder will then be instructed as to the steps that must be taken in order
to replace the certificate. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost or destroyed
certificates have been followed.
12. Soliciting Dealers. Identify in the box entitled "Soliciting Tenders"
the Soliciting Dealer, if any, which solicited and obtained your tender. No
Soliciting Dealer shall be entitled to a solicitation fee with respect to this
tender unless it is appropriately identified. The Purchasers may require the
Soliciting Dealer to furnish evidence satisfactory to the Purchasers with
respect to the beneficial ownership of Common Shares or Preferred Shares
tendered pursuant to the Offers. No solicitation fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any reason to
transfer the amount of such fee to a depositing holder and no such fee shall be
payable with respect to Common Shares or Preferred Shares owned and tendered by
a Soliciting Dealer for its own account.
13. Election of Offer. A shareholder who tenders Preferred Shares, Common
Shares and/or Rights but fails to indicate whether such Preferred Shares, Common
Shares and/or Rights are being tendered pursuant to the Buyer Offer in exchange
for shares of Buyer Common Stock or pursuant to the Canadian Newco Offer in
exchange for Exchangeable Shares will be deemed to have tendered all of such
Preferred Shares, Common Shares and/or Rights pursuant to the Buyer Offer and,
upon consummation of the Offers and assuming such Preferred Shares, Common
Shares and/or Rights have been validly tendered and not withdrawn, such
shareholder will receive shares of Buyer Common Stock in exchange for such
Preferred Shares, Common Shares and/or Rights.
Shareholders may tender some or all of their Preferred Shares, Common
Shares and/or Rights pursuant to the Buyer Offer in exchange for shares of Buyer
Common Stock, and some or all of their Preferred Shares, Common Shares and/or
Rights pursuant to the Canadian Newco Offer in exchange for Exchangeable Shares.
<PAGE> 15
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
EXCHANGE AGENT OR THE CANADIAN FORWARDING AGENT ON OR PRIOR TO THE EXPIRATION
DATE OF THE OFFERS AND EITHER CERTIFICATES FOR TENDERED PREFERRED SHARES, COMMON
SHARES AND/OR RIGHTS MUST BE RECEIVED BY THE EXCHANGE AGENT OR THE CANADIAN
FORWARDING AGENT OR THE PREFERRED SHARES, COMMON SHARES AND/OR RIGHTS MUST BE
DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE ON OR
PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
<PAGE> 16
IMPORTANT TAX INFORMATION
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to U.S. backup withholding. In order for a
foreign individual, to the extent tendering to the Buyer Offer, to qualify as an
exempt recipient, that shareholder must submit a Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status. Such
exemption from backup withholding will not exempt the payee from the 30% (or
lower treaty rate) nonresident withholding rates with respect to dividends
received on Buyer Common Stock. A Form W-8 and general instructions thereto are
included herewith. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
ALL SHAREHOLDERS ELECTING TO ACCEPT THE BUYER OFFER MUST COMPLETE THE FOLLOWING:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART I -- Taxpayer Identification -------------------------------------
FORM W-9 Number -- For all accounts, enter Social Security Number(s)
DEPARTMENT OF THE taxpayer identification number in the
TREASURY box at right. (For most individuals, OR
INTERNAL REVENUE this is your social security number. If
SERVICE you don't have a number, see Obtaining -------------------------------------
a Number in the enclosed guidelines.) Employer Identification Number(s)
Certify by signing and dating below.
Note: If the account is in more than (If awaiting TIN write
one name, see the chart in the enclosed "Applied For")
Guidelines to determine which number to
give the payer.
------------------------------------------------------------------------------------------
PAYER'S REQUEST
FOR TAXPAYER
IDENTIFICATION PART II -- For Payees Exempt From Backup Withholding, see the
NUMBER enclosed Guidelines and complete as instructed therein.
("TIN")
CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued to
me), and
(2) I am not subject to backup withholding either because I have not
been notified by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of failure to report all
interest or dividends, or the IRS has notified me that I am no longer
subject to backup withholding.
PART III -- Awaiting TIN / /
PART IV -- Exempt TIN / /
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you
have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on your
tax return. However, if after being notified by the IRS that you were
subject to backup withholding you received another notification from
the IRS that you are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the enclosed
Guidelines.)
-----------------------------------------------------------------------------
SIGNATURE __________________________________ DATE _______________ , 1996
- -----------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE BUYER OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART III OF SUBSTITUTE FORM W-9.
<PAGE> 17
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand
that, if I do not provide a taxpayer identification number to the Exchange
Agent, 31% of all reportable payments made to me will be withheld, but will be
refunded if I provide a certified taxpayer identification number within 60 days.
<TABLE>
<S> <C>
- --------------------------------------------- --------------------------------
Signature Date
- ---------------------------------------------
Name (Please Print)
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
CANADIAN NEWCO OFFER:
TAX ELECTION PACKAGE
TO BE COMPLETED ONLY BY SHAREHOLDERS WHO ARE TENDERING SHARES PURSUANT TO THE
CANADIAN NEWCO OFFER AND WHO ARE ELIGIBLE TO ENTER INTO A JOINT ELECTION WITH
CANADIAN NEWCO IN ORDER TO OBTAIN "ROLLOVER" TREATMENT FOR CANADIAN TAX PURPOSES
AS DESCRIBED UNDER "CERTAIN U.S. AND CANADIAN FEDERAL TAX CONSEQUENCES OF THE
ACQUISITION" IN THE PROSPECTUS.
/ / Check here if you wish to receive a tax election package
/ / Check here if Shareholder is a partnership*
/ / Check here if Shareholder is required to file in Quebec
*If a partnership, please specify the number of partners: ----------------------
(Number of partners in
partnership)
- -------------------------------------------------------------------------------
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for
Preferred Shares, Common Shares and/or Rights and any other required documents
should be sent or delivered by each stockholder of the Company or his broker,
dealer, commercial bank, trust company or other nominee to the Exchange Agent or
the Canadian Forwarding Agent at one of its addresses set forth below:
The Exchange Agent for the Offers is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
<TABLE>
<S> <C> C>
By Mail: By Facsimile: By Hand or
P.O. Box 84 (212) 858-2611 Overnight Delivery:
Bowling Green Station Attn: Reorganization One State Street
New York, New York 10274-0084 Operations Department New York, New York 10004
Attn: Reorganization Attn: Securities Transfer Window,
Operations Department Confirm Facsimile by Telephone: Subcellar One
(212) 858-2103
</TABLE>
The Canadian Forwarding Agent for the Offers is:
<TABLE>
<S> <C> <C>
MONTREAL TRUST COMPANY OF CANADA
(416) 981-9596
By Mail: By Facsimile: By Hand or
151 Front Street West (416) 981-9600 Overnight Delivery:
8th Floor Attn: Reorganization Department 151 Front Street West
Toronto, Ontario 8th Floor
M5J 2N1 Confirm Facsimile by Telephone: Toronto, Ontario
(416) 981-9596 M5J 2N1
</TABLE>
<PAGE> 18
Any questions or requests for assistance or additional copies of the
Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Managers at their respective
telephone numbers and locations listed below. You may also contact your local
broker, commercial bank, trust company or nominee for assistance concerning the
Offers.
The Information Agent for the Offers is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: 1-800-322-2885
The Dealer Managers for the Offers are:
<TABLE>
<S> <C>
J.P. MORGAN SECURITIES INC. TD SECURITIES INC.
60 Wall Street 7th Floor, TD Bank Tower
New York, New York 10260-0060 66 Wellington St. West
Call Toll-Free: 1-800-844-1326 Toronto, Ontario
M5K 1A1
(in Canada)
</TABLE>
<PAGE> 1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
OFFERS TO EXCHANGE:
<TABLE>
<S> <C>
I. EACH OUTSTANDING II. EACH OUTSTANDING
COMMON SHARE (INCLUDING 6.00% CUMULATIVE
THE ASSOCIATED COMMON REDEEMABLE CONVERTIBLE
SHARE PURCHASE RIGHTS) FIRST PREFERRED SHARE, SERIES C
OF OF
THE LOEWEN GROUP INC. THE LOEWEN GROUP INC.
FOR FOR
$45.00 OF COMMON STOCK $29.51 OF COMMON STOCK
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
NEW SERVICE CORPORATION NEW SERVICE CORPORATION
INTERNATIONAL INTERNATIONAL
OR OR
$45.00 OF EXCHANGEABLE SHARES $29.51 OF EXCHANGEABLE SHARES
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
SCI HOLDINGS CANADA, INC. SCI HOLDINGS CANADA, INC.
</TABLE>
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
As set forth in "The Offers -- Procedure for Tendering" in the Prospectus,
dated 1996 (the "Prospectus"), this form or one substantially
equivalent hereto must be used to accept the Offers (as defined below) if
certificates for (i) Common Shares without par value ("Common Shares"), (ii) an
equal number of associated common share purchase rights ("Rights") issued
pursuant to the Rights Agreement (as defined in the Prospectus), and/or (iii)
6.00% Cumulative Redeemable Convertible First Preferred Shares, Series C without
par value ("Preferred Shares"), of The Loewen Group Inc., a company incorporated
under the laws of British Columbia ("Loewen"), are not immediately available, if
the certificates and all other required documents cannot be delivered to the
Exchange Agent or the Canadian Forwarding Agent (as defined below) prior to the
Expiration Date (as defined in the Prospectus), or if the procedure for
book-entry transfer cannot be completed on a timely basis. Such form may be
delivered by hand or transmitted by telegram, facsimile transmission or mailed
to the Exchange Agent at the address set forth below, and must include a
guarantee by an Eligible Institution (as defined in the Prospectus). See "The
Offers -- Procedure for Tendering" in the Prospectus.
<PAGE> 2
The Exchange Agent for the Offers is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or Overnight Delivery:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York 10274-0084 Operations Department Attn: Securities
Attn: Reorganization Transfer Window,
Operations Department Confirm Facsimile by Telephone: Subcellar One
(212) 858-2103
</TABLE>
The Canadian Forwarding Agent for the Offers is:
MONTREAL TRUST COMPANY OF CANADA
(416) 981-9596
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or
151 Front Street West (416) 981-9600 Overnight Delivery:
8th Floor Attn: Reorganization Department 151 Front Street West
Toronto, Ontario 8th Floor
M5J 2N1 Confirm Facsimile by Telephone: Toronto, Ontario
(416) 981-9596 M5J 2N1
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to the Purchaser or Purchasers (as defined
below) upon the terms and subject to the conditions set forth in the Prospectus,
dated , 1996, and in the related Letter of Transmittal (which
together constitute the "Offers"), receipt of which is hereby acknowledged, the
number of Preferred Shares, Common Shares and/or Rights (collectively, "Shares")
shown in the space below pursuant to the guaranteed delivery procedures set
forth under "The Offers -- Procedure for Tendering" in the Prospectus. The term
"Purchaser" in this Notice of Guaranteed Delivery shall mean New Service
Corporation International ("Buyer"), with respect to Shares tendered thereto,
and SCI Holdings Canada, Inc. ("Canadian Newco"), with respect to Shares
tendered thereto, as set forth in the Letter of Transmittal which this Notice of
Guaranteed Delivery accompanies, and the term "Purchasers" shall mean Buyer and
Canadian Newco collectively.
Number of Preferred Shares:
- --------------------------------------------------------------------------------
Number of Common Shares:
- --------------------------------------------------------------------------------
Number of Rights:
- --------------------------------------------------------------------------------
Certificate Nos. (if available):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address(es):
- --------------------------------------------------------------------------------
ZIP CODE
Area Code and Tel. No.:
- --------------------------------------------------------------------------------
Signature(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated: ____________________, 1996
Check ONE box if Common Shares, Rights, and/or Preferred Shares will be tendered
by book-entry transfer:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number:
- --------------------------------------------------------------------------------
<PAGE> 4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm that is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
or, with respect to Preferred Shares, Common Shares and/or Rights tendered to
the Canadian Forwarding Agent, is a Canadian chartered bank, a trust company in
Canada or a member firm of The Toronto Stock Exchange, the Montreal Exchange or
the Vancouver Stock Exchange (an "Eligible Institution") hereby (a) represents
that the above named person(s) "own(s)" the Preferred Shares, Common Shares
and/or Rights tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that
the tender of Preferred Shares, Common Shares and/or Rights effected hereby
complies with Rule 14e-4, (c) guarantees delivery to the Exchange Agent, at one
of its addresses set forth above, of certificates evidencing all the Preferred
Shares, Common Shares and/or Rights tendered hereby in proper form for transfer,
or confirmation of book-entry transfer of all of such Preferred Shares, Common
Shares and/or Rights into the account maintained by the Exchange Agent at The
Depository Trust Company or the Philadelphia Depository Trust Company, in each
case with delivery of a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) with any required signature guarantees, or
an Agent's Message (as defined in the Letter of Transmittal), and any other
documents required by the Letter of Transmittal, within three New York Stock
Exchange, Inc. ("NYSE") trading days after the date of execution of this Notice
of Guaranteed Delivery, and (d) guarantees, if applicable, to deliver
certificates representing the Rights in proper form for transfer, or to deliver
such Rights pursuant to the procedure for book-entry transfer into the Exchange
Agent's account at a Book-Entry Transfer Facility together with, if Rights are
forwarded separately, the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed with any required signature guarantees or
an Agent's Message in the case of book-entry delivery, and any other required
documents, all within a period ending on the later of (i) three NYSE trading
days after the date hereof or (ii) three business days after the date
certificates for Rights are distributed to shareholders by Loewen or the Rights
Agent (as defined in the Prospectus).
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
the certificates for Preferred Shares, Common Shares and/or Rights to the
Exchange Agent or the Canadian Forwarding Agent within the time period shown
herein. Failure to do so could result in financial loss to such Eligible
Institution. All terms used herein and not otherwise defined have the meanings
set forth in the Prospectus.
<PAGE> 5
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(Postal) Zip Code
- --------------------------------------------------------------------------------
Area Code and Tel. No.
Authorized Signature
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name (Please Print)
- --------------------------------------------------------------------------------
Title
Date: __________, 1996
NOTE: DO NOT SEND CERTIFICATES FOR PREFERRED SHARES, COMMON SHARES AND/OR RIGHTS
WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
<PAGE> 1
EXHIBIT 99.3
<TABLE>
<S> <C>
J.P. MORGAN SECURITIES INC. TD SECURITIES INC.
60 Wall Street 7th Floor, TD Bank Tower
New York, New York 10260-0060 66 Wellington St. West
Toronto, Ontario
M5K 1A1
(in Canada)
OFFERS TO EXCHANGE:
I. EACH OUTSTANDING COMMON II. EACH OUTSTANDING
SHARE (INCLUDING THE 6.00% CUMULATIVE
ASSOCIATED COMMON SHARE REDEEMABLE CONVERTIBLE
PURCHASE RIGHTS) FIRST PREFERRED SHARE, SERIES C
OF OF
THE LOEWEN GROUP INC. THE LOEWEN GROUP INC.
FOR FOR
$45.00 OF COMMON STOCK $29.51 OF COMMON STOCK
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
NEW SERVICE CORPORATION NEW SERVICE CORPORATION
INTERNATIONAL INTERNATIONAL
OR OR
$45.00 OF EXCHANGEABLE SHARES $29.51 OF EXCHANGEABLE SHARES
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
SCI HOLDINGS CANADA, INC. SCI HOLDINGS CANADA, INC.
</TABLE>
- -------------------------------------------------------------------------------
THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK CITY TIME,
ON , 199 UNLESS THE OFFERS ARE EXTENDED (THE "EXPIRATION DATE").
SHARES WHICH ARE TENDERED PURSUANT TO THE OFFERS MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
------------------------------------------------------------------------------
, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by New Service Corporation International, a Delaware
corporation ("Buyer"), and by SCI Holdings Canada, Inc., a company incorporated
under the laws of British Columbia ("Canadian Newco"), to act as Dealer Managers
in connection with exchange offers of Buyer and Canadian Newco pursuant to which
(1) holders of Common Shares without par value ("Common Shares") of The Loewen
Group Inc. ("Loewen") are invited to exchange their Common Shares (together
with, unless and until the Purchasers (as defined below) declare that the Rights
Plan Condition (as defined in the Prospectus, dated , 1996 (the
"Prospectus")) is waived or satisfied, an equal number of associated common
share purchase rights (the "Rights") issued pursuant to the Rights Agreement (as
defined in the Prospectus)), for a number of shares of common stock, par value
$.01 per share ("Buyer Common Stock"), of the Buyer equal to the Share Exchange
Ratio (as defined in the Prospectus), or, at the holder's election, a number of
Exchangeable Shares without par value ("Exchangeable Shares") of Canadian Newco
equal to the Share Exchange Ratio, and (2) holders of 6.00% Cumulative
Redeemable Convertible First Preferred Shares, Series C without par value (the
"Preferred Shares"), of Loewen are invited to exchange their Preferred Shares
for a number of shares of Buyer Common Stock equal to the Preferred Share
Exchange Ratio (as defined in the Prospectus), or, at the holder's election, a
number of Exchangeable Shares equal to the Preferred Share Exchange Ratio, in
each case upon the terms and subject to the conditions set forth in the
Prospectus and in the related Letter of Transmittal (which together constitute
the "Offers"), enclosed herewith. The Preferred Shares, Common Shares and Rights
together are sometimes referred to herein as the "Shares."
TENDERING SHAREHOLDERS MUST ELECT TO ACCEPT EITHER THE OFFER OF BUYER OR
THE OFFER OF CANADIAN NEWCO OR SELECT AN ALLOCATION BETWEEN SUCH OFFERS. SUCH
ELECTION CAN BE MADE IN THE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL. IF NO
<PAGE> 2
ELECTION IS MADE, SUCH TENDERING SHAREHOLDER SHALL BE DEEMED TO HAVE ELECTED TO
ACCEPT THE OFFER OF BUYER AND, UPON CONSUMMATION OF THE OFFERS AND ASSUMING SUCH
SHARES HAVE BEEN VALIDLY TENDERED AND NOT WITHDRAWN, SHALL RECEIVE BUYER COMMON
STOCK IN EXCHANGE FOR SHARES TENDERED. THE TERM "PURCHASER" IN THIS LETTER SHALL
REFER TO BUYER, IN THE CASE OF HOLDERS ELECTING TO ACCEPT THE OFFER OF BUYER,
AND TO CANADIAN NEWCO, IN THE CASE OF HOLDERS ELECTING TO ACCEPT THE OFFER OF
CANADIAN NEWCO. THE TERM "PURCHASERS" IN THIS LETTER SHALL REFER TO BUYER AND
CANADIAN NEWCO.
Unless and until the Purchasers declare that the Rights Plan Condition (as
defined in the Prospectus) is waived or satisfied, holders of Common Shares will
be required to tender one associated Right for each Common Share tendered in
order to effect a valid tender of such Common Share. If the Separation Time (as
defined in the Prospectus) does not occur prior to the Expiration Date, a tender
of Common Shares will also constitute a tender of the associated Rights. If the
Separation Time occurs prior to the Expiration Date and certificates
representing Rights are distributed to holders of Common Shares, such holders of
Common Shares will be required to tender certificates for Rights equal to the
number of Common Shares being tendered in order to effect a valid tender of such
Common Shares.
THE OFFERS ARE CONDITIONED UPON, AMONG OTHER THINGS, (1) THE MINIMUM TENDER
CONDITION, (2) THE SCI SHAREHOLDER APPROVAL CONDITION, (3) THE RIGHTS PLAN
CONDITION, (4) THE LOEWEN BOARD CONDITION, (5) THE REGULATORY CONDITION, AND (6)
THE HOLDING COMPANY MERGER CONDITION (IN EACH CASE AS DEFINED IN THE
PROSPECTUS). SEE "THE OFFERS -- MINIMUM TENDER CONDITION", "-- SCI SHAREHOLDER
APPROVAL CONDITION", "-- RIGHTS PLAN CONDITION", "-- LOEWEN BOARD CONDITION",
"-- REGULATORY CONDITION", "-- HOLDING COMPANY MERGER CONDITION" AND "-- CERTAIN
OTHER CONDITIONS OF THE OFFERS", IN THE PROSPECTUS.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Preferred Shares, Common Shares and/or Rights in
your name or in the name of your nominee or nominees.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominees, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. Prospectus dated , 1996.
2. Letter of Transmittal to be used by holders of Shares in accepting
either of the Offers and tendering Preferred Shares, Common Shares and/or
Rights (together with an accompanying Substitute Form W-9 to be used by
holders of Shares accepting the offer of Buyer);
3. Notice of Guaranteed Delivery to be used to accept either of the
Offers if certificates for Preferred Shares, Common Shares and/or Rights
are not immediately available, if time will not permit all required
documents to reach IBJ Schroder Bank and Trust Company (the "Exchange
Agent") or Montreal Trust Company of Canada (the "Canadian Forwarding
Agent") on or prior to the Expiration Date or if the procedure for
book-entry transfer cannot be completed on or prior to the Expiration Date;
4. A form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominees, with space provided for obtaining such clients' instructions with
regard to the Offers (including such clients' election as to which offer to
accept);
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 for holders in the
United States and a Form W-8 for foreign individuals, in each case for
shareholders tendering to the offer of Buyer;
6. A return envelope addressed to the Exchange Agent; and
7. A return envelope addressed to the Canadian Forwarding Agent.
The Purchasers will pay certain Soliciting Dealer fees in connection with
the solicitation of tenders of Shares pursuant to the Offers, as described in
the Prospectus. The Purchasers will, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding the enclosed
materials to your clients. The Purchasers will pay or cause to be paid any stock
transfer taxes with respect to the transfer and sale of Shares to them or their
order pursuant to the Offers, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00
A.M., NEW YORK CITY TIME, ON , 1996, UNLESS THE OFFERS ARE EXTENDED
OR WITHDRAWN.
In order to take advantage of either of the Offers, (i) a duly executed and
properly completed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message (as defined in the Letter
of Transmittal) in connection with a book-entry transfer, and any required
documents, must be sent to the Exchange Agent or the Canadian Forwarding Agent,
and (ii) certificates evidencing the tendered Preferred Shares, Common Shares
and/or Rights should be delivered or such Preferred Shares, Common Shares and/or
Rights must be tendered by book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Prospectus.
<PAGE> 3
If holders of Shares wish to tender Shares, but it is impracticable for
them to forward their certificates or other required documents on or prior to
the Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified under "The Offers -- Procedure for Tendering" in the
Prospectus.
Any inquiries you may have with respect to the Offers should be addressed
to the Dealer Managers or the Information Agent at their respective addresses
and telephone numbers set forth on the back cover page of the Prospectus.
Additional copies of the enclosed materials may be obtained from the
undersigned, telephone 1-800-844-1326 (toll free), or by calling the Information
Agent, MacKenzie Partners, Inc. at 1-800-322-2885 (toll free), or from brokers,
dealers, commercial banks or trust companies.
<TABLE>
<S> <C>
Very truly yours,
J.P. MORGAN SECURITIES INC. TD SECURITIES INC.
</TABLE>
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE BUYER, CANADIAN NEWCO, EITHER DEALER
MANAGER, THE EXCHANGE AGENT, THE CANADIAN FORWARDING AGENT OR THE INFORMATION
AGENT, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFERS OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
<PAGE> 1
EXHIBIT 99.4
OFFERS TO EXCHANGE:
<TABLE>
<S> <C>
I. EACH OUTSTANDING II. EACH OUTSTANDING
COMMON SHARE 6.00% CUMULATIVE
(INCLUDING THE ASSOCIATED REDEEMABLE CONVERTIBLE
COMMON SHARE RIGHTS) FIRST PREFERRED SHARE, SERIES C
OF OF
THE LOEWEN GROUP INC. THE LOEWEN GROUP INC.
FOR FOR
$45.00 OF COMMON STOCK $29.51 OF COMMON STOCK
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
NEW SERVICE CORPORATION NEW SERVICE CORPORATION
INTERNATIONAL INTERNATIONAL
OR OR
$45.00 OF EXCHANGEABLE SHARES $29.51 OF EXCHANGEABLE SHARES
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
SCI HOLDINGS CANADA, INC. SCI HOLDINGS CANADA, INC.
</TABLE>
- --------------------------------------------------------------------------------
THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M.,
NEW YORK CITY TIME, ON , 199 , UNLESS THE OFFERS ARE EXTENDED (THE
"EXPIRATION DATE"). SHARES WHICH ARE TENDERED PURSUANT TO THE OFFERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
, 1996
To Our Clients:
Enclosed for your consideration are the Prospectus dated , 1996
(the "Prospectus") and the related Letter of Transmittal (the "Letter of
Transmittal") (which together constitute the "Offers") in connection with
exchange offers of New Service Corporation International, a Delaware corporation
("Buyer"), and SCI Holdings Canada, Inc., a company incorporated under the laws
of British Columbia ("Canadian Newco"), pursuant to which (1) holders of Common
Shares without par value ("Common Shares") of The Loewen Group Inc. ("Loewen")
are invited to exchange their Common Shares (together with, unless and until the
Purchasers (as defined below) declare that the Rights Plan Condition (as defined
in the Prospectus) is waived or satisfied) an equal number of associated common
share purchase rights (the "Rights") issued pursuant to the Rights Agreement (as
defined in the Prospectus) for a number of shares of common stock, par value
$.01 per share ("Buyer Common Stock"), of Buyer equal to the Share Exchange
Ratio (as defined in the Prospectus), or, at the holder's election, a number of
Exchangeable Shares without par value ("Exchangeable Shares"), of Canadian Newco
equal to the Share Exchange Ratio, and (2) holders of shares of 6.00% Cumulative
Redeemable Convertible First Preferred Shares, Series C without par value (the
"Preferred Shares") of Loewen are invited to exchange their Preferred Shares for
a number of shares of Buyer Common Stock equal to the Preferred Share Exchange
Ratio (as defined in the Prospectus), or, at the holder's election, a number of
Exchangeable Shares equal to the Preferred Share Exchange Ratio, in each case
upon the terms and subject to the conditions set forth in the Prospectus and in
the related Letter of Transmittal enclosed herewith. The Preferred Shares,
Common Shares and Rights together are sometimes referred to in this letter as
the "Shares."
TENDERING SHAREHOLDERS MUST ELECT TO ACCEPT EITHER THE OFFER OF BUYER OR
THE OFFER OF CANADIAN NEWCO OR SELECT AN ALLOCATION BETWEEN EACH OFFER. WE WILL
MAKE SUCH ELECTION PURSUANT TO YOUR INSTRUCTIONS IN THE SPACE PROVIDED ON THE
INSTRUCTION FORM ATTACHED TO THIS LETTER. IF YOU DESIRE TO TENDER YOUR SHARES
AND NO ELECTION IS MADE, YOU WILL BE DEEMED TO HAVE ELECTED TO ACCEPT THE OFFER
OF BUYER AND, UPON CONSUMMATION OF THE OFFERS AND ASSUMING SUCH SHARES HAVE BEEN
VALIDLY TENDERED AND NOT WITHDRAWN, YOU WILL RECEIVE BUYER COMMON STOCK IN
EXCHANGE FOR ANY PREFERRED SHARES, COMMON SHARES AND/OR RIGHTS THAT YOU TENDER.
IF YOU ELECT TO ACCEPT THE OFFER OF BUYER, THE TERM "PURCHASER" IN THIS LETTER
SHALL REFER TO BUYER AND THE TERM "PURCHASER SHARES" SHALL REFER TO SHARES OF
BUYER COMMON STOCK. IF YOU ELECT TO ACCEPT THE OFFER OF CANADIAN NEWCO, THE TERM
"PURCHASER" IN THIS LETTER SHALL REFER TO CANADIAN NEWCO AND THE TERM "PURCHASER
SHARES" SHALL REFER TO EXCHANGEABLE SHARES. THE TERM "PURCHASERS" IN THIS LETTER
SHALL REFER TO BUYER AND CANADIAN NEWCO.
<PAGE> 2
Unless and until the Purchasers declare that the Rights Plan Condition (as
defined in the Prospectus) is waived or satisfied, holders of Common Shares will
be required to tender one associated Right for each Common Share tendered in
order to effect a valid tender of such Common Share. If the Separation Time (as
defined in the Prospectus) does not occur prior to the Expiration Date, a tender
of Common Shares will also constitute a tender of the associated Rights. If the
Separation Time occurs prior to the Expiration Date and certificates
representing Rights are distributed to holders of Common Shares, such holders of
Common Shares will be required to tender certificates for Rights equal to the
number of Common Shares being tendered in order to effect a valid tender of such
Common Shares.
Shareholders whose certificates evidencing Shares ("Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other documents required by the Letter of Transmittal to the Exchange Agent
or to the Canadian Forwarding Agent (as defined below) on or prior to the
Expiration Date or who cannot complete the procedure for delivery by book-entry
transfer to the Exchange Agent's account at a Book-Entry Transfer Facility (as
defined in the Letter of Transmittal) on or prior to the Expiration Date and who
wish to tender their Shares must do so pursuant to the guaranteed delivery
procedure described under "The Offers -- Procedure for Tendering" in the
Prospectus. See Instruction 2 of the Letter of Transmittal. Delivery of
documents to a Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures does not constitute delivery to the Exchange
Agent or to the Canadian Forwarding Agent.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES
HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF YOUR SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL ACCOMPANYING THIS LETTER IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Preferred Shares, Common Shares and/or
Rights held by us for your account, upon the terms and subject to the conditions
set forth in the Offers.
Please note the following:
1. Buyer is offering to exchange each Common Share for a number of shares
of Buyer Common Stock equal to the Share Exchange Ratio (as defined in
the Prospectus) and to exchange each Preferred Share for a number of
shares of Buyer Common Stock equal to the Preferred Share Exchange
Ratio (as defined in the Prospectus).
Canadian Newco is offering to exchange each Common Share for a number
of Exchangeable Shares equal to the Share Exchange Ratio and to
exchange each Preferred Share for a number of Exchangeable Shares
equal to the Preferred Share Exchange Ratio.
2. The Offers are being made for all of the outstanding Preferred Shares,
Common Shares and Rights.
3. The Offers and withdrawal rights will expire at 10:00 A.M., New York
City time, on , 199 , unless the Offers are extended.
4. The Offers are conditioned upon, among other things, (1) the Minimum
Tender Condition, (2) the SCI Shareholder Approval Condition, (3) the
Rights Plan Condition, (4) the Loewen Board Condition, (5) the
Regulatory Condition and (6) the Holding Company Merger Condition (in
each case as defined in the Prospectus). See "The Offers -- Minimum
Tender Condition", "-- SCI Shareholder Approval Condition", "-- Rights
Plan Condition", "-- Loewen Board Condition", "-- Regulatory
Condition", "-- Holding Company Merger Condition" and "-- Certain
Other Conditions of the Offers", in the Prospectus.
5. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant
to the Offers.
The Offers are made solely by the Prospectus and the related Letter of
Transmittal and any amendments or supplements thereto and are being made to all
holders of Shares. The Offers are not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any jurisdiction in which
the making or acceptance thereof would not be in compliance with the laws of
such jurisdiction. However, Buyer and/or Canadian Newco may, in their
discretion, take such action as they may deem necessary to make the Offers in
any such jurisdiction and extend the Offers to holders of Shares in such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealer, the Offers shall
be deemed to be made on behalf of Buyer and Canadian Newco by J.P. Morgan
Securities Inc. and/or TD Securities Inc., as Dealer Managers, or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Preferred Shares, Common
Shares and/or Rights, please so instruct us by completing, executing, detaching
and returning to us the instruction form contained in this letter. An envelope,
in which to return your instructions to us, is enclosed. If you authorize the
tender of your Preferred Shares, Common Shares and/or Rights, all such Preferred
Shares, Common Shares and/or Rights will be tendered unless otherwise indicated
in such instruction form. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS
POSSIBLE TO ALLOW US AMPLE TIME TO TENDER SHARES ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFERS.
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO THE OFFERS TO EXCHANGE:
<TABLE>
<S> <C>
I. EACH OUTSTANDING COMMON SHARE II. EACH OUTSTANDING 6.00%
(INCLUDING THE ASSOCIATED COMMON CUMULATIVE REDEEMABLE CONVERTIBLE
SHARE PURCHASE RIGHTS) FIRST PREFERRED SHARE, SERIES C
OF OF
THE LOEWEN GROUP INC. THE LOEWEN GROUP INC.
FOR FOR
$45.00 OF COMMON STOCK $29.51 OF COMMON STOCK
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
NEW SERVICE CORPORATION NEW SERVICE CORPORATION
INTERNATIONAL INTERNATIONAL
OR OR
$45.00 OF EXCHANGEABLE SHARES $29.51 OF EXCHANGEABLE SHARES
(SUBJECT TO ADJUSTMENT) (SUBJECT TO ADJUSTMENT)
OF OF
SCI HOLDINGS CANADA, INC. SCI HOLDINGS CANADA, INC.
</TABLE>
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus, dated , 1996 (the "Prospectus"), and the related Letter
of Transmittal (which together constitute the "Offers") relating to the offer of
each Purchaser to exchange (1) a number of Purchaser Shares equal to the Share
Exchange Ratio (as defined in the Prospectus) for each outstanding Common Share
(together with, unless and until the Purchasers declare that the Rights Plan
Condition is waived or satisfied, an equal number of associated Rights), and (2)
a number of Purchaser Shares equal to the Preferred Share Exchange Ratio (as
defined in the Prospectus) for each outstanding Preferred Share, in each case
upon the terms and subject to the conditions set forth in the Offers.
This will instruct you to tender to the Purchaser or Purchasers indicated
below the number of Preferred Shares, Common Shares and/or Rights indicated
below (or, if no number is indicated below, all Preferred Shares, Common Shares
and/or Rights) that are held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offers.
<PAGE> 4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
IMPORTANT
ELECTION OF OFFER
<TABLE>
<S> <C>
BUYER OFFER CANADIAN NEWCO OFFER
Indicate in the space provided below the Indicate in the space provided below the
number of Common Shares and/or Rights the number of Common Shares and/or Rights the
tendering shareholder has elected to tender tendering shareholder has elected to tender
pursuant to the Offer of Buyer in exchange for pursuant to the Offer of Canadian Newco in
shares of Buyer Common Stock (such Offer, the exchange for Exchangeable Shares (such Offer,
"Buyer Offer"): the "Canadian Newco Offer"):
- ---------------------------------------------- ----------------------------------------------
Common Shares: Common Shares:
- ---------------------------------------------- ----------------------------------------------
Rights (if applicable)(1): Rights (if applicable)(1):
- ---------------------------------------------- ----------------------------------------------
Indicate in the space provided below the Indicate in the space provided below the
number of Preferred Shares the tendering number of Preferred Shares the tendering
shareholder has elected to tender pursuant to shareholder has elected to tender pursuant to
the Buyer Offer in exchange for shares of the Canadian Newco Offer in exchange for
Buyer Common Stock: Exchangeable Shares:
- ---------------------------------------------- ----------------------------------------------
Preferred Shares: Preferred Shares:
- ---------------------------------------------- ----------------------------------------------
(1) Need not be completed if the Separation Time has not occurred.
A shareholder who tenders Preferred Shares, Common Shares and/or Rights but fails to indicate
whether such Preferred Shares, Common Shares and/or Rights are being tendered pursuant to the
Buyer Offer in exchange for shares of Buyer Common Stock or pursuant to the Canadian Newco Offer
in exchange for Exchangeable Shares will be deemed to have tendered all of such Preferred Shares,
Common Shares and/or Rights pursuant to the Buyer Offer and, upon consummation of the Offers and
assuming such Preferred Shares, Common Shares and/or Rights have been validly tendered and not
withdrawn, such shareholder will receive shares of Buyer Common Stock in exchange for such
Preferred Shares, Common Shares and/or Rights.
Shareholders may tender some or all of their Preferred Shares, Common Shares and/or Rights
pursuant to the Buyer Offer in exchange for shares of Buyer Common Stock, and some or all of
their Preferred Shares, Common Shares and/or Rights pursuant to the Canadian Newco Offer in
exchange for Exchangeable Shares.
THIS ELECTION MAY HAVE IMPORTANT TAX CONSEQUENCES. PLEASE SEE "CERTAIN U.S. AND CANADIAN FEDERAL
TAX CONSEQUENCES OF THE ACQUISITION" IN THE PROSPECTUS.
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Number of Preferred Shares Tendered:(1) SIGN HERE
-------------------------------------------------
Preferred Shares
- ------------------------------------------ -------------------------------------------------
Signature
Number of Common Shares to be Tendered:(1,2)
-------------------------------------------------
Common Shares
- ------------------------------------------ -------------------------------------------------
Please type or print name(s)
Number of Rights to be Tendered:(1,2)
-------------------------------------------------
Rights
- ------------------------------------------ -------------------------------------------------
Please type or print address(es)
Account Number:
- ---------------------------------------- -------------------------------------------------
Account Number: Daytime Area Code and Telephone Number(s)
- ----------------------------------------
Dated: , 1996 -------------------------------------------------
-------------------------------------------------
Taxpayer Identification,
Social Security or Social Insurance Number(s)
</TABLE>
CANADIAN NEWCO OFFER:
TAX ELECTION PACKAGE
TO BE COMPLETED ONLY BY SHAREHOLDERS WHO ARE TENDERING SHARES PURSUANT TO THE
CANADIAN NEWCO OFFER AND WHO ARE ELIGIBLE TO ENTER INTO A JOINT ELECTION WITH
CANADIAN NEWCO IN ORDER TO OBTAIN "ROLLOVER" TREATMENT FOR CANADIAN TAX PURPOSES
AS DESCRIBED UNDER "CERTAIN U.S. AND CANADIAN FEDERAL TAX CONSEQUENCES OF THE
ACQUISITION" IN THE PROSPECTUS.
/ / Check here if you wish to receive a tax election package
/ / Check here if Shareholder is a partnership*
/ / Check here if Shareholder is required to file in Quebec
*If a partnership, please specify the number of partners:______________________
(number of partners
in partnership)
- ---------------
(1) Unless otherwise indicated, it will be assumed that all of your Common
Shares, Preferred Shares and Rights held by us for your account are to be
tendered.
(2) Unless and until the Purchasers declare that the Rights Condition (as
defined in the Prospectus) is waived or satisfied, holders of Common Shares
will be required to tender one Right for each Common Share tendered to
effect a valid tender of such Common Share. If the Separation Time (as
defined in the Prospectus) does not occur prior to the Expiration Date (as
defined in the Offer to Purchase), a tender of Common Shares will also
constitute a tender of the associated Rights.
<PAGE> 1
EXHIBIT 99.5
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<S> <C>
- -------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: TAXPAYER
IDENTIFICATION
NUMBER OF--
- -------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent
designated ward, minor, or person(3)
incompetent person
7. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law
8. Sole proprietorship account The owner(4)
- -------------------------------------------------------
- -------------------------------------------------------
GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- -------------------------------------------------------
9. A valid trust, estate, or The legal entity (Do
pension trust not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated in
the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or
nominee nominee
15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
State or local government,
school district, or prison)
that receives agricultural
program payments
- -------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Payments of interest generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 20% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
<PAGE> 3
CERTIFICATE OF FOREIGN STATUS
<TABLE>
<S> <C> <C>
FORM W-8
(REV. NOVEMBER 1992)
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
- --------------------------------------------------------------------------------------------------------------------------------
Name of owner (if joint account, also give joint owner's name.) U.S. Taxpayer Identification Number (if
(See Specific Instructions.) any)
-------------------------------------------------------------------------------------------------------------------
Permanent address (See Specific Instructions.) (Include apt. or suite no.)
PLEASE -------------------------------------------------------------------------------------------------------------------
PRINT City, province or state, postal code, and country
OR TYPE
-------------------------------------------------------------------------------------------------------------------
Current mailing address, if different from permanent address (Include apt. or suite no., or P.O. box if mail is not
delivered to street address.)
-------------------------------------------------------------------------------------------------------------------
City, town or post office, state, and ZIP code (if foreign address, enter city, province or state, postal code, and
country.)
- --------------------------------------------------------------------------------------------------------------------------------
List account information Account number Account type Account number Account type
here (Optional, see
Specific Instructions.)
- --------------------------------------------------------------------------------------------------------------------------------
NOTICE OF CHANGE IN STATUS -- To notify the payer, mortgage interest recipient, broker, or barter exchange that you no longer
qualify for exemption, check here....................................................................... / /
IF YOU CHECK THIS BOX, REPORTING WILL BEGIN ON THE ACCOUNT(S) LISTED.
- -------------------------------------------------------------------------------------------------------------------------------
PLEASE CERTIFICATION -- (Check applicable box(es)). Under penalties of perjury, I certify that:
SIGN / / For INTEREST PAYMENTS, I am not a U.S. citizen or resident (or I am filing for a foreign
HERE corporation, partnership, estate, or trust).
/ / For DIVIDENDS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation,
partnership, estate, or trust).
/ / For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt foreign person as defined in the
instructions below.
-------------------------------------------------------------------------------------------------------------------
Signature Date
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
GENERAL INSTRUCTIONS
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE UNLESS OTHERWISE NOTED.)
PURPOSE. -- Use Form W-8 or a substitute form containing a substantially similar
statement to tell the payer, mortgage interest recipient, middleman, broker, or
barter exchange that you are a nonresident alien individual, foreign entity, or
exempt foreign person not subject to certain U.S. information return reporting
or backup withholding rules.
CAUTION: Form W-8 does not exempt the payee from the 30% (or lower treaty)
nonresident withholding rates.
NONRESIDENT ALIEN INDIVIDUAL. -- For income tax purposes, "nonresident alien
individual" means an individual who is neither a U.S. citizen nor resident.
Generally, an alien is considered to be a U.S. resident if:
- - The individual was a lawful permanent resident of the United States at any
time during the calendar year, that is, the alien held an immigrant visa (a
"green card"), or
- - The individual was physically present in the United States on:
(1) at least 31 days during the calendar year, and
(2) 183 days or more during the current year and the 2 preceding calendar years
(counting all the days of physical presence in the current year, one-third
the number of days of presence in the first preceding year, and only
one-sixth of the number of days in the second preceding year).
SEE PUB. 519, U.S. TAX GUIDE FOR ALIENS, for more information on resident and
nonresident alien status.
NOTE: If you are a nonresident alien individual married to a U.S. citizen or
resident and have made an election under section 6013(g) or (h), you are treated
as a U.S. resident and may not use Form W-8.
EXEMPT FOREIGN PERSON. -- For purposes of this form, you are an "exempt foreign
person" for a calendar year in which:
1. You are a nonresident alien individual or a foreign corporation, partnership,
estate or trust,
2. You are an individual who has not been, and plans not to be, present in the
United States for a total of 183 days or more during the calendar year, and
3. You are neither engaged, nor plan to be engaged during the year, in a U.S.
trade or business that has effectively connected gains from transactions with
a broker or barter exchange.
If you do not meet the requirements of 2 or 3 above, you may instead certify
on Form 1001, Ownership, Exemption, or Reduced Rate Certificate, that your
country has a tax treaty with the United States that exempts your transactions
from U.S. tax.
FILING INSTRUCTIONS
WHEN TO FILE. -- File Form W-8 or substitute form before a payment is made.
Otherwise, the payer may have to withhold and send part of the payment to the
Internal Revenue Service (see Backup Withholding below). This certificate
generally remains in effect for three calendar years. However, the payer may
require you to file a new certificate each time a payment is made to you.
WHERE TO FILE. -- File this form with the payer of the qualifying income who is
the withholding agent (see Withholding Agent on page 2). Keep a copy for your
own records.
BACKUP WITHHOLDING. -- A U.S. taxpayer identification number or Form W-8 or
substitute form must be given to the payers of certain income. If a taxpayer
identification number or Form W-8 or substitute form is not provided or the
wrong taxpayer identification number is provided, these payers may have to
withhold 20% of each payment or transaction. This is called "backup
withholding."
NOTE: On January 1, 1993, the backup withholding rate increases from 20% to 31%.
Reportable payments subject to backup withholding rules are:
- - Interest payments under section 6049(a).
- - Dividend payments under sections 6042(a) and 6044.
- - Other payments (i.e., royalties and payments from broker and barter exchanges)
under sections 6041, 6041A(a), 6045, 6050A and 6050N.
If backup withholding occurs, an exempt foreign person who is a nonresident
alien individual may get a refund by filing Form 1040NR, U.S. Nonresident Alien
Income Tax Return, with the Internal Revenue
(Continued on back.)
- --------------------------------------------------------------------------------
<PAGE> 4
Form W-8 (Rev. 11-92) Page 2
- --------------------------------------------------------------------------------
Service Center, Philadelphia, PA 19255, even if filing the return is not
otherwise required.
U.S. TAXPAYER IDENTIFICATION NUMBER
The Internal Revenue law requires that certain income be reported to the
Internal Revenue Service using a U.S. taxpayer identification number (TIN). This
number can be a social security number assigned to individuals by the Social
Security Administration or an employer identification number assigned to
businesses and other entities by the Internal Revenue Service.
Payments to account holders who are foreign persons (nonresident alien
individuals, foreign corporations, partnerships, estates, or trusts) generally
are not subject to U.S. reporting requirements. Also, foreign persons are not
generally required to have a TIN, nor are they subject to any backup withholding
because they do not furnish a TIN to a payer or broker.
However, foreign persons with income effectively connected with a trade or
business in the United States (income subject to regular (graduated) income
tax), must have a TIN. To apply for a TIN, use Form SS-4, Application for
Employer Identification Number, available from local Internal Revenue Service
offices, or Form SS-5, Application for a Social Security Card, available from
local Social Security Administration offices.
SPECIAL RULES
MORTGAGE INTEREST. -- For purposes of the reporting rules, mortgage interest is
interest paid on a mortgage to a person engaged in a trade or business
originating mortgages in the course of that trade or business. A mortgage
interest recipient is one who receives interest on a mortgage that was acquired
in the course of a trade or business.
Mortgage interest is not subject to backup withholding rules, but is subject
to reporting requirements under section 6050H. Generally, however, the reporting
requirements do not apply if the payer of record is a nonresident alien
individual who pays interest on a mortgage not secured by real property in the
United States. Use Form W-8 or substitute form to notify the mortgage interest
recipient that the payer is a nonresident alien individual.
PORTFOLIO INTEREST. -- Generally, portfolio interest paid to a nonresident alien
individual or foreign partnership, estate, or trust is not subject to backup
withholding rules. However, if interest is paid on portfolio investments to a
beneficial owner that is neither a financial institution nor a member of a
clearing organization, Form W-8 or substitute form is required.
REGISTERED OBLIGATIONS NOT TARGETED TO FOREIGN MARKETS qualify as portfolio
interest not subject to 30% withholding, but require the filing of Form W-8 or
substitute form. See instructions to Withholding Agents on this page for
reporting rules.
See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign
Corporations, for registered obligations targeted to foreign markets and when
Form W-8 or substitute form is not required on these payments.
BEARER OBLIGATIONS. -- The interest from bearer obligations targeted to foreign
markets is treated as portfolio interest and is not subject to 30% withholding.
Form W-8 or substitute form is not required.
DIVIDENDS. -- Any distribution or payment of dividends by a U.S. corporation
sent to a foreign address is subject to the 30% (or lower treaty) withholding
rate, but is not subject to backup withholding. Also, there is no backup
withholding on dividend payments made to a foreign person by a foreign
corporation. However, the 30% withholding (or lower treaty) rate applies to
dividend payments made to a foreign person by a foreign corporation if:
- - 25% or more of the foreign corporation's gross income for the three preceding
taxable years was effectively connected with a U.S. trade or business, and
- - The corporation was not subject to the branch profits tax because of an income
tax treaty (see section 884(e)).
If a foreign corporation makes payments to another foreign corporation, the
recipient must be a qualified resident of its country of residence to benefit
from that country's tax treaty.
BROKER OR BARTER EXCHANGES. -- Income from transactions with a broker or barter
exchanges is subject to reporting rules and backup withholding unless Form W-8
or substitute form is filed to notify the broker or barter exchange that you are
an exempt foreign person as defined on page 1.
SPECIFIC INSTRUCTIONS
NAME OF OWNER. -- If Form W-8 is being filed for portfolio interest, enter the
name of the beneficial owner.
U.S. TAXPAYER IDENTIFICATION NUMBER. -- If you have a U.S. taxpayer
identification number, enter your number in this space (see the discussion
earlier).
PERMANENT ADDRESS. -- Enter your complete address in the country where you
reside permanently for income tax purposes.
<TABLE>
<CAPTION>
IF YOU ARE: SHOW THE ADDRESS OF:
<S> <C>
An individual... Your permanent
residence
A partnership or
corporation..... Principal office
An estate
or trust........ Permanent residence
or principal office
of any fiduciary
</TABLE>
Also show your current mailing address if it differs from your permanent
address.
ACCOUNT INFORMATION (OPTIONAL). -- If you have more than one account (savings,
certificate of deposit, pension, IRA, etc.) with the same payer, list all
account numbers and types on one Form W-8 or substitute form unless your payer
requires you to file a separate certificate for each account.
If you have more than one payer, file a separate Form W-8 with each payer.
SIGNATURE. -- If only one foreign person owns the account(s) listed on this
form, that foreign person should sign the Form W-8.
If each owner of a joint account is a foreign person, each should sign a
separate Form W-8.
NOTICE OF CHANGE IN STATUS. -- If you become a U.S. citizen or resident after
you have filed Form W-8 or substitute form, or you cease to be an exempt foreign
person, you must notify the payer in writing within 30 days of your change in
status.
To notify the payer, you may check the box in the space provided on this form
or use the method prescribed by the payer.
Reporting will then begin on the account(s) listed and backup withholding may
also begin unless you certify to the payer that:
(1) The U.S. taxpayer identification number you have given is correct, and
(2) The Internal Revenue Service has not notified you that you are subject to
backup withholding because you failed to report certain income.
You may use Form W-9, Request for Taxpayer Identification Number and
Certification, to make these certifications.
If an account is no longer active, you do not have to notify a payer of your
change in status unless you also have another account with the same payer that
is still active.
FALSE CERTIFICATE. -- If you file a false certificate when you are not entitled
to the exemption from withholding or reporting, you may be subject to fines
and/or imprisonment under U.S. perjury laws.
INSTRUCTIONS TO
WITHHOLDING AGENTS
WITHHOLDING AGENT. -- Generally, the person responsible for payment of the items
discussed above to a nonresident alien individual or foreign entity is the
withholding agent (see Pub. 515).
RETENTION OF STATEMENT. -- Keep Form W-8 or submit form in your records for at
least four years following the end of the last calendar year during which the
payment is paid or collected.
PORTFOLIO INTEREST. -- Although registered obligations not targeted to foreign
markets are not subject to 30% withholding, you must file Form 1042S, Foreign
Person's U.S. Source Income Subject to Withholding, to report the interest
payment. Both Form 1042S and a copy of Form W-8 or substitute form must be
attached to Form 1042, Annual Withholding Tax Return for U.S. Source Income of
Foreign Persons.
