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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 20, 1996
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada 0-18429 98-0121376
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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4126 Norland Avenue, Burnaby, British Columbia V5G3S8
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-299-9321
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index is on page 3
Page 1 of 6
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ITEM 5. OTHER EVENTS.
Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
Exhibit 99 The Loewen Group Inc. Press Release dated
September 20, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 20, 1996
THE LOEWEN GROUP INC.
By: /s/ Peter S. Hyndman
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Name: Peter S. Hyndman
Title: Corporate Secretary
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EXHIBIT INDEX
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Sequential
Number Exhibit Page Number
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99 The Loewen Group Inc. 4
Press Release dated September 20, 1996
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EXHIBIT 99
The Loewen Group Inc. September 20, 1996 Page 1
Stock Symbols: Investor Contacts:
Nasdaq: LWNG Paul Wagler, Senior Vice President,
TSE: LWN Finance
ME: LWN Dwight Hawes, Vice President, Finance
The Loewen Group Inc.
Tel: (800) 347-7010
Howard A. Lipson
Blackstone Capital Partners
Tel: (212) 836-9844
(All amounts listed in Media Contacts:
U.S. dollars) Dave Laundy, Vice President,
Communications
The Loewen Group Inc.
Tel: (604) 293-7857
Thomas C. Franco
Rohit J. Menezes
Broadgate Consultants, Inc.
Tel: (212) 229-2222
FOR IMMEDIATE RELEASE
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THE LOEWEN GROUP AND BLACKSTONE CAPITAL PARTNERS TO ACQUIRE ROSE HILLS MEMORIAL
PARK
* Rose Hills Assets Include Largest Cemetery and Mortuary in the U.S.
* Second Joint Transaction for Blackstone and Loewen
* Rose Hills to Use Proceeds to Fund New Charitable Foundation
VANCOUVER, BRITISH COLUMBIA, SEPTEMBER 20, 1996-The Loewen Group Inc. announced
today that a new company formed in partnership with Blackstone Capital Partners
II Merchant Banking Fund L.P. has entered into a definitive agreement to
acquire the cemetery and mortuary operations and assets of The Rose Hills
Memorial Park Association and Roses, Inc., of Los Angeles for $240 million.
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The Loewen Group Inc. September 20, 1996 Page 2
Among Rose Hills' operations and assets are Rose Hills Memorial Park, the
largest cemetery in North America, and its mortuary, which serves more families
annually than any other single location mortuary in the United States. As part
of the transaction, 14 funeral homes and two combination funeral home/cemetery
operations currently owned by Loewen in Los Angeles and Orange Counties will be
integrated into the new company.
"This transaction-which we expect will be additive to earnings per share-is
part of Loewen's long-term growth plan to acquire strategic operators
consisting of larger urban properties as well as small, family-owned funeral
homes and cemeteries, a strategy which is making Loewen the trendsetter in our
industry and adding long-term value for our shareholders," said Ray Loewen,
chairman and chief executive officer of The Loewen Group.
"One of the characteristics that distinguishes us from our competition is that
we work with our local partners to provide the management and financial
resources required to enhance service. Rose Hills, with its distinguished
history and prominent market position, is an important alliance for the future
and one we're all very proud of," said Mr. Loewen.
This is the second transaction in which Blackstone Group has chosen to partner
with Loewen. Blackstone and Loewen recently formed a new company which
purchased Prime Succession Inc. of Batesville, Indiana, previously North
America's fourth largest supplier of funeral services, for $320 million.
Since the first of the year The Loewen Group has closed or signed approximately
$715 million in acquisitions, not including the Rose Hills and Prime Succession
transactions valued at over $560 million. The Company has acquired 118 funeral
homes, 92 cemeteries, and two insurance companies, with an aggregate purchase
price of approximately $431 million. In addition, the Company has signed
agreements for the acquisition of 73 funeral homes and 90 cemeteries for an
estimated aggregate purchase price of $284 million.
"We are pleased to again partner with The Loewen Group, which continues to
demonstrate industry leadership," said Stephen A. Schwarzman, Blackstone's
president and chief executive officer. "Rose Hills is a unique asset and we
are confident that under joint ownership with Loewen its position as one of the
premier properties in the industry can be maintained and expanded upon."
Financing for the transaction includes investment by Loewen in both common and
preferred shares and investment by Blackstone and its affiliates in common
shares of the new company. Loewen will contribute its Los Angeles properties
for additional preferred shares. The remainder of the financing is expected to
include debt from banks and other financial institutions.
"Rose Hills is pleased to be associated with The Loewen Group, the premier
company in the funeral service business," said John C. Argue, chairman of the
board of The Rose Hills
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The Loewen Group Inc. September 20, 1996 Page 3
Memorial Park Association. "Loewen is committed to maintaining and enhancing
the quality of our mortuary and cemetery services, which we have long taken
such pride in at Rose Hills."
Under the terms of the transaction, Loewen will have the option to purchase
Blackstone's interest in Rose Hills after four years. "The structure of this
transaction enables the Company to effectively lock in ownership of a strategic
property while maintaining financial flexibility to pursue our ongoing program
of acquiring both large and small operations," said Mr. Loewen.
Blackstone Capital Partners II Merchant Banking Fund L.P. and its affiliates
will be the controlling stockholders in the new venture and will control the
Board of Directors. Loewen will have an equity interest in the Company.
The transaction is expected to close by mid-December, 1996 and is subject to a
number of conditions, including regulatory approvals and financing.
The Board of Trustees of The Rose Hills Memorial Park Association has
announced that proceeds from the sale of Rose Hills assets and operations to
Blackstone and Loewen will be used to create a major new charitable foundation
with assets of approximately $250 million dedicated to projects and
institutions benefiting the quality of life in southern California. The Board
of Trustees anticipates that the new foundation will be making annual grants in
the $12 million - $13 million range.
With offices in Vancouver, Cincinnati, and Philadelphia, The Loewen Group is
the second largest funeral and cemetery services company in North America,
employing over 13,000 people, and operating 931 funeral homes and 271
cemeteries across the United States and Canada. More than 90 percent of the
Company's revenue is generated in the United States. The Company recently
announced its intention to list its shares on the New York Stock Exchange. For
the past five years, Loewen has generated a compounded annual revenue growth
rate in excess of 40 percent per annum.
The Blackstone Group is a private investment bank based in New York and founded
in 1985 by Peter G. Peterson, its current chairman, and Stephen A. Schwarzman.
The Blackstone Group's main businesses include strictly friendly principal
investments, real estate investing and asset management, restructuring and
merger and acquisition advisory services. Blackstone Capital Partners II
Merchant Banking Fund L.P., the firm's principal investment vehicle, has
approximately $1.3 billion of committed equity capital.
A primary thrust of Blackstone's investment strategy is to invest in promising
situations together with major corporations. Several of Blackstone's most
successful investments have been in the corporate partnership form. Previous
Blackstone corporate partnership investments have been with Aon, CNA, EDS,
Mitsubishi, Time Warner, Union Carbide, Union Pacific and USX.
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