<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
MHI GROUP, INC.
(NAME OF SUBJECT COMPANY)
LOEWEN GROUP INTERNATIONAL, INC.
AND
SPRT CORP.
(BIDDERS)
COMMON STOCK, PAR VALUE $0.40 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
552925505
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
ROBERT O. WIENKE, ESQ.
SR. VICE PRESIDENT,
LAW AND GENERAL COUNSEL
LOEWEN GROUP INTERNATIONAL, INC.
50 EAST RIVERCENTER BOULEVARD, SUITE 800
COVINGTON, KENTUCKY 41011
(606) 431-6663
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE BIDDERS)
----------------
COPY TO:
CHRISTOPHER M. KELLY, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
AUGUST 9, 1995
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT ON SCHEDULE 13D)
CALCULATION OF FILING FEE
================================================================================
Transaction Amount of
Valuation: Filing Fee:
$75,276,656* $15,155.33**
================================================================================
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 7,344,064 shares of Common Stock, par value
$0.40 per share (the "Shares"), at a price per Share of $10.25 in cash. Such
number of Shares represents all of the Shares outstanding as of August 9,
1995, and assumes the exercise or conversion of all existing options, rights
and securities which were then exercisable or convertible into Shares.
** Includes a Schedule 13D filing fee of $100.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $15,155.33
Form or Registration No.: Schedule 14D-1 and Schedule 13D
Filing Party: Loewen Group International, Inc. and SPRT Corp.
Date Filed: August 14, 1995
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<PAGE>
CUSIP NO. 552925505
1.
Names of Reporting Persons: Loewen Group International, Inc.
S.S. or I.R.S. Identification Nos. of Above Person: 52-1522627
--------------------------------------------------------------------------------
2.
Check the Appropriate Box if a Member of a Group (See
Instructions).
[_] (a)
[_] (b)
--------------------------------------------------------------------------------
3.
SEC Use Only.
--------------------------------------------------------------------------------
4.
Sources of Funds (See Instructions). BK
--------------------------------------------------------------------------------
5.
[_] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f).
--------------------------------------------------------------------------------
6.
Citizenship or Place of Organization: Delaware
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7.
Aggregate Amount Beneficially Owned by Each Reporting Person: 7,638,309 shares
of Common Stock (including 22,077 shares subject to guaranteed delivery
procedures)*
--------------------------------------------------------------------------------
8.
[_] Check if the Aggregate Amount in Row 7 Excludes
Certain Shares.
--------------------------------------------------------------------------------
9.
Percent of Class Represented by Amount in Row 7.
95.3% (based upon the number of Shares outstanding as of August 9, 1995)*
--------------------------------------------------------------------------------
10.
Type of Reporting Person (See Instructions). CO
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 552925505
1.
Names of Reporting Persons: The Loewen Group Inc.
S.S.or I.R.S. Identification Nos. of Above Person: 98-0121376
--------------------------------------------------------------------------------
2.
Check the Appropriate Box if a Member of a Group (See
Instructions).
[_] (a)
[_] (b)
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3.
SEC Use Only.
--------------------------------------------------------------------------------
4.
Sources of Funds (See Instructions). AF, BK
--------------------------------------------------------------------------------
5.
[_] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f).
--------------------------------------------------------------------------------
6.
Citizenship or Place of Organization: Province of
British Columbia
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7.
Aggregate Amount Beneficially Owned by Each Reporting Person: 7,638,309 shares
of Common Stock (including 22,077 shares subject to guaranteed delivery
procedures)*
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8.
[_] Check if the Aggregate Amount in Row 7 Excludes
Certain Shares.
--------------------------------------------------------------------------------
9.
Percent of Class Represented by Amount in Row 7.
95.3% (based upon the number of Shares outstanding as of August 9, 1995)*
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10.
Type of Reporting Person (See Instructions). CO
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 552925505
1.
Names of Reporting Persons: SPRT Corp.
S.S. or I.R.S. Identification Nos. of Above Person:
--------------------------------------------------------------------------------
2.
Check the Appropriate Box if a Member of a Group (See
Instructions).
[_] (a)
[_] (b)
--------------------------------------------------------------------------------
3.
SEC Use Only.
--------------------------------------------------------------------------------
4.
Sources of Funds (See Instructions). AF
--------------------------------------------------------------------------------
5.
[_] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f).
--------------------------------------------------------------------------------
6.
Citizenship or Place of Organization: Florida
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7.
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,898,134
shares of Common Stock (including 22,077 shares subject to guaranteed delivery
procedures)*
--------------------------------------------------------------------------------
8.
[_] Check if the Aggregate Amount in Row 7 Excludes
Certain Shares.
--------------------------------------------------------------------------------
9.
Percent of Class Represented by Amount in Row 7.
94.0% (based upon the number of Shares outstanding as of August 9, 1995)*
--------------------------------------------------------------------------------
10.
Type of Reporting Person (See Instructions). CO
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<PAGE>
*On August 9, 1995, Loewen Group International, Inc., a Delaware
corporation (the "Parent"), an indirect wholly owned subsidiary of The Loewen
Group Inc., a corporation organized under the laws of the Province of British
Columbia ("TLGI"), entered into a Stock Option Agreement, dated as of August 9,
1995 (the "Company Option Agreement") with MHI Group, Inc. (the "Company"),
pursuant to which the Company granted to the Parent an irrevocable option,
subject to certain conditions (the "Company Option"), to purchase for a price of
$10.25 per share (subject to adjustments specified therein) up to 1,253,823
shares (the "Option Shares") of Common Stock, par value $0.40 per share (the
"Shares"), of the Company (which would represent approximately 16.7% of the
Shares outstanding as of August 9, 1995 if the Company Option were then
exercised in full and the Company delivered newly issued Shares upon such
exercise). The Company Option to purchase the Option Shares is reflected in Rows
7 and 9 of each of the tables above. The Company Option is exercisable by the
Parent, in whole or in part, at any time or from time to time after the
occurrence of a "Triggering Event", as such term is defined in the Company
Option Agreement. In addition, on August 9, 1995, the Parent entered into a
Warrant Option Agreement, dated as of August 9, 1995 (the "Warrant Option
Agreement") with MH Associates, a New York general partnership ("MH
Associates"), pursuant to which MH Associates has granted to the Parent the
option (the "Warrant Option") to purchase MH Associates' option (the "MH
Option") to purchase 486,352 Shares (the "MH Option Shares") at a purchase price
of $2.25 per MH Option Share at any time or from time to time prior to April 22,
1996, granted pursuant to the Stock Option Agreement dated April 22, 1986
between the Company and KD Equities, as amended by the Option Amendment
Agreement dated October 26, 1990 between the Company and MH Associates (as
successor to KD Equities). The Shares subject to the MH Option, and therefore
the Warrant Option Agreement, would constitute approximately 7.2% of the Shares
outstanding as of August 9, 1995 if the MH Option were then exercised in full
and the Company delivered newly issued Shares upon such exercise. If the Warrant
Option were exercised, and each of the Company Option and the MH Option were
then exercised in full and the Company delivered newly issued Shares upon such
exercise, the Parent would beneficially own approximately 95.3% of the then
outstanding Shares (based upon the number of Shares outstanding as of August 9,
1995).
<PAGE>
Amendment No. 3 (Final Amendment) to Schedule 14D-1
This Amendment No. 3 (Final Amendment) amends and supplements the
Statement on Schedule 14D-1 originally filed with the Securities and Exchange
Commission on August 14, 1995 by SPRT Corp., a Florida corporation (the
"Purchaser"), and Loewen Group International, Inc., a Delaware corporation, as
bidders, as amended (the "Statement"), with respect to the Purchaser's offer to
purchase all outstanding shares of Common Stock, par value $0.40 per share (the
"Shares"), of MHI Group, Inc., a Florida corporation, for $10.25 per Share, net
to the seller in cash.
Unless otherwise indicated, the information set forth in the Statement
remains unchanged and each capitalized term not defined herein shall have the
meaning assigned to such term in the Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a)-(b) is hereby amended and supplemented to add at the end
thereof the Following:
The Offer terminated at 12:00 midnight, New York City time, on Monday,
September 18, 1995. The Loewen Group Inc. ("TLGI") issued a press
release on September 19, 1995 in which it disclosed that Parent had been
informed by the depositary that 5,898,134 Shares (approximately 94% of
the outstanding Shares) were tendered prior to the expiration of the
Offer, including 22,077 Shares tendered pursuant to guaranteed delivery
procedures. TLGI also announced that all of the Shares tendered pursuant
to the Offer (including Shares subject to guaranteed delivery
procedures) were accepted for payment.
A copy of such press release is attached hereto as Exhibit (a)(11) and
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10 is hereby amended by adding the following
statement:
On September 18, 1995, the applications of Parent and Purchaser for
certain regulatory licenses for the operation of the Company's
cemeteries were approved by the Florida Department of Banking and
Finance, Board of Funeral and Cemetery Services.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release issued on September 19, 1995.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 19, 1995
SPRT CORP.
By: /s/ A.M. Bruce Watson
------------------------------
Name: A.M. Bruce Watson
Title: Treasurer and Secretary
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 19, 1995
LOEWEN GROUP INTERNATIONAL, INC.
By: /s/ A.M. Bruce Watson
------------------------------
Name: A.M. Bruce Watson
Title: Executive Vice President
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 19, 1995
THE LOEWEN GROUP INC.
By: /s/ A.M. Bruce Watson
------------------------------
Name: A.M. Bruce Watson
Title: Executive Vice President
<PAGE>
EXHIBIT (a)(11)
September 19, 1995
For more information contact:
Paul Wagler, Senior Vice-President,
Finance and CFO
or Dwight Hawes, Vice-President,
Finance, The Loewen Group Inc.
Tel: (604) 299-9321
Stock Symbols
TSE: LWN
ME: LWN
NASDAQ: LWNGF
(All amounts in U.S. dollars)
FOR IMMEDIATE RELEASE
THE LOEWEN GROUP ANNOUNCES $255 MILLION
OF NEW ACQUISITIONS AND TWO MAJOR STRATEGIC ALLIANCES
BURNABY, B.C. - The Loewen Group announced three major transactions totaling
$255 million, bringing the acquisitions signed and completed to mid-September,
1995 to $683 million. The three current transactions include MHI Group, Inc.,
The Shipper Group and S.I. Acquisition Associates, L.P., formerly Ourso
Investment Corporation. In addition, The Loewen Group also reports a recent
alliance with two leading African-American groups in the United States.
"These strategic affiliations provide us a further platform for continued growth
of our succession planning program," says Ray Loewen, chairman and CEO of the
Loewen Group. "In addition, they provide an entrance into markets in the United
States in which we have not before had a strong presence."
First, a subsidiary of The Loewen Group completed its $10.25 per share cash
tender offer for all outstanding shares of common stock of MHI Group, Inc. The
offer expired on September 18. This transaction includes the purchase of
Florida's Star of David funeral home/cemetery combination, one of the largest
providers in the nation of funeral and cemetery services to the
-more-
<PAGE>
(The Loewen Group)
Jewish community. Through its 16 funeral homes and five cemeteries in Florida
and Colorado, MHI provides approximately 4,000 funeral services and 2,000
interments annually.
5,898,134 shares of MHI Group's common stock were tendered, including 22,077
shares tendered subject to notice of guaranteed delivery, representing
approximately 94% of the outstanding shares of MHI Group's common stock. Loewen
Group International has accepted for payment all properly tendered MHI Group
shares.
Under the terms and subject to the conditions of the merger agreement entered
into by MHI in connection with the tender offer, MHI will shortly be merged with
a subsidiary of Loewen and any shares of MHI stock not purchased pursuant to the
offer will be converted into the right to receive $10.25 per share in cash.
Second, the Shipper Group, a leading cemetery company that provides
approximately 3,700 interments per year through its seven cemetery operations in
New York and New Jersey, has affiliated with The Loewen Group. Beth Israel
Cemetery in Woodbridge, New Jersey is one of the largest providers of cemetery
service to the Jewish community in the state.
Third, the company announced that it has entered into an agreement with S.I.
Acquisition Associates, L.P. to acquire the funeral and cemetery business
formerly owned by Ourso Investment Corporation. A leading funeral service
provider in Louisiana, Ourso provides approximately 4,000 funeral services and
1,000 interments each year. Ourso locations include 15 funeral homes, two
cemeteries and a life insurance company in Louisiana.
Furthermore, Loewen has entered into two strategic alliances to further the
provision of quality service and succession planning to the African-American
community. In partnership with the Harrison Ross Group, a leading
African-American funeral home operator in the Los Angeles
-more-
<PAGE>
(The Loewen Group)
area, and TSG Capital Group, an institutional private equity investor, $50
million is expected to be committed to facilitating the succession planning
needs of funeral home and cemetery owners in the fragmented African-American
community. In addition, Loewen has formed an alliance with the National Baptist
Convention that affirms Loewen as their company of choice for the provision of
cemetery plots, services and products. The National Baptist Convention is the
largest African-American religious organization in the United States.
With corporate offices in Burnaby, British Columbia and in Cincinnati and
Philadelphia, The Loewen Group is the fastest growing operator of funeral homes
and cemeteries in North America. The company operates 764 funeral homes and 172
cemeteries with approximately 90% of its revenue derived from United States
locations.
