As filed with the Securities and Exchange Commission on December 10, 1996
Registration No. 333-10543
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Loewen Group Inc.
(Exact name of registrant as specified in its charter)
British Columbia
(State or Other Jurisdiction of Incorporation or Organization)
98-0121376
(I.R.S. Employer Identification Number)
4126 Norland Avenue
Burnaby, British Columbia
Canada V5G 3S8
(604) 299-9321
(Address, including postal or zip code, and telephone number,
including area code, of registrants' principal executive offices)
Timothy R. Hogenkamp
Loewen Group International, Inc.
50 East RiverCenter Boulevard, Suite 800
Covington, Kentucky 41011
(606) 431-6663
(Name, Address, including zip code, and telephone number,
including area code, of Agent for Service)
with copies to:
Dwight K. Hawes
Vice-President, Finance Michelle L. Johnson
The Loewen Group Inc. Thelen, Marrin, Johnson & Bridges LLP
4126 Norland Avenue Two Embarcadero Center, Suite 2100
Burnaby, British Columbia San Francisco, California 94111-3995
Canada V5G 3S8
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box.
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
solely in connection with dividend or interest reinvestment
plans, check the following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
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.
Information contained herein is subject to completion or
amendment. A registration statement relating to the Offered
Shares has been filed with the Securities and Exchange
Commission. Offered Shares may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or a solicitation of an offer to buy nor shall there be any sale
of Offered Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED DECEMBER 10, 1996
Prospectus
THE LOEWEN GROUP INC.
[logo] 4126 Norland Avenue
Burnaby, British Columbia
Canada V5G 3S8
1,500,000 Common Shares
The Common shares without par value (the "Common Shares") of
The Loewen Group Inc., a corporation under the laws of British
Columbia ("Loewen"), offered hereby (the "Offered Shares") are
being sold by certain shareholders of Loewen (collectively, the
"Selling Shareholders"). Loewen will receive none of the
proceeds from the sale of the Offered Shares. Information
regarding the Selling Shareholders is set forth herein under the
heading "Selling Shareholders."
The Common Shares currently are traded on the New York Stock
Exchange under the symbol "LWN." On December 9, 1996, the
closing price per Common Share on the New York Stock Exchange was
$39.75.
As of the date of this Prospectus, Loewen is the subject of
an unsolicited exchange offer by Service Corporation
International. See "The Company."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Some or all of the Offered Shares may be offered for sale
and sold from time to time by the Selling Shareholders on the New
York Stock Exchange (or any other national securities exchange in
the United States or interdealer quotation system on which the
Common Shares may then be listed), in privately negotiated
transactions (which may include block transactions) or otherwise.
In addition, the Selling Shareholders may engage in short sales,
short sales against the box and other transactions in the Common
Shares or derivatives thereof, and may pledge, sell, deliver or
otherwise transfer the Offered Shares in connection therewith.
This Prospectus may be used by the Selling Shareholders or by any
broker-dealer who may participate in sales of the Offered Shares.
Participating broker-dealers may act as agents or principals or
both and may receive commissions, discounts or concessions in
connection with sales or other transfers of Offered Shares. See
"Plan of Distribution." Loewen Group International, Inc., a
Delaware corporation and a wholly owned subsidiary of Loewen
("LGII"), has agreed to pay the expenses of registering the
Offered Shares on behalf of the Selling Shareholders, other than
broker-dealer commissions, discounts or concessions and any legal
fees incurred by the Selling Shareholders in connection with
sales of the Offered Shares.
No person is authorized by Loewen or the Selling
Shareholders to give any information or to make any
representations other than those contained in this Prospectus.
Neither the delivery of this Prospectus nor any sale made
hereunder shall create any implication that there has not been a
change in the information contained herein since the date hereof.
The date of this Prospectus is December __, 1996
AVAILABLE INFORMATION
Loewen has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 (together
with any amendments, exhibits, annexes and schedules thereto, the
"Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations
thereunder, with respect to the Offered Shares. This Prospectus
does not include all of the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
Statements made in the Prospectus as to the contents of any
contract, agreement or other document referred to in the
Registration Statement are not necessarily complete. With
respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in
its entirety by such reference.
Loewen is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Commission. Such reports, proxy
statements and other information filed by Loewen may be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained by mail from the Public Reference section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition,
reports, proxy statements and other information that Loewen files
with the Commission electronically are contained in the Internet
Web site maintained by the Commission. The Commission's Web site
address is http://www.sec.gov. The Common Shares are traded on
the New York Stock Exchange, The Toronto Stock Exchange and The
Montreal Exchange. Reports, proxy statements and other
information filed by Loewen may be inspected at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New
York 10005, at the offices of The Toronto Stock Exchange at The
Exchange Tower, 2 First Canadian Place, Toronto, Ontario, Canada
M5X IJ2 and at the offices of The Montreal Exchange at 800
Victoria Square, Montreal, Quebec, Canada H4Z 1A9.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by Loewen with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
(File No. 0-18429 for filing prior to September 27, 1996; File
No. 1-12163 for filings on or subsequent to September 27, 1996)
are hereby incorporated herein by reference: (a) Loewen's (i)
Annual Report on Form 10-K for the year ended December 31, 1995
filed March 28, 1996 (as amended on Form 10-K/A filed June 20,
1996); (ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 (filed May 15, 1996), June 30, 1996 (filed August
14, 1996) and September 30, 1996 (filed November 14, 1996); (iii)
Current Reports on Form 8-K dated January 3, 1996, January 17,
1996, January 24, 1996, January 26, 1996, February 6, 1996,
February 12, 1996, February 27, 1996, March 4, 1996, March 13,
1996, March 20, 1996, March 26, 1996 (as amended on Forms 8-K/A
filed June 11, 1996 and July 6, 1996), March 31, 1996, May 1,
1996, May 8, 1996, May 24, 1996, May 31, 1996, June 4, 1996, June
6, 1996, June 17, 1996, June 30, 1996, August 7, 1996, August 26,
1996 (as amended on Form 8-K/A, filed October 30, 1996), August
29, 1996, September 5, 1996, September 17, 1996, September 20,
1996, September 24, 1996, September 26, 1996, October 1, 1996,
October 10, 1996, October 14, 1996, October 17, 1996, October 20,
1996, November 1, 1996, November 3, 1996 and November 5, 1996,
November 12, 1996 and November 22, 1996; (iv) Reports by
2
Issuer
of Securities Quoted on Nasdaq Interdealer Quotation System on
Form 10-C dated February 27, 1996 and March 20, 1996; and (b) the
description of the Common Shares contained in a registration
statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description. All
documents filed by Loewen pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Offered Shares
shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Loewen will provide without charge to each person to whom
this Prospectus is delivered, upon the written or oral request of
such person, a copy of any or all of the foregoing documents
incorporated by reference herein (other than exhibits to any such
document unless such exhibits are specifically incorporated by
reference into such document). Requests for such copies should
be directed to the Corporate Secretary of Loewen, 4126 Norland
Avenue, Burnaby, British Columbia, Canada V5G 3S8; telephone
number (604) 299-9321.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain documents incorporated by reference in this
Prospectus contain both statements of historical fact and
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Examples
of forward-looking statements include: (i) projections of
revenue, earnings, capital structure and other financial items,
(ii) statements of the plans and objectives of the Company or its
management, (iii) statements of future economic performance of
the Company and (iv) assumptions underlying statements regarding
the Company or its business. Important factors, risks and
uncertainties that could cause actual results to differ
materially from any forward-looking statements ("Cautionary
Statements") are disclosed in certain documents incorporated by
reference herein. All subsequent written and oral forward-
looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by the
Cautionary Statements.
FINANCIAL INFORMATION
All dollar amounts in financial statements incorporated by
reference into this Prospectus are in United States dollars
("U.S.$" or "$") unless otherwise indicated. References to
"Cdn.$" are to Canadian dollars.
The consolidated financial statements of Loewen, its
subsidiaries and associated entities (the "Company") included in
Loewen's reports filed pursuant to the Exchange Act are prepared
in accordance with accounting principles generally accepted in
Canada ("Canadian GAAP"). Differences between Canadian GAAP and
accounting principles generally accepted in the United States
("U.S. GAAP"), as applicable to the Company, are explained in
Note 21 to the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, and in Note 11 to the
3
interim consolidated financial
statements included in the Company's Quarterly Report on Form 10-
Q for the quarter ended September 30, 1996.
The consolidated financial statements of the Company for the
year ended December 31, 1993, and for prior years, were published
in Canadian dollars. Effective January 1, 1994, the Company
adopted the United States dollar as its reporting currency and,
accordingly, has published its consolidated financial statements
for the year ended December 31, 1994 and subsequent periods in
United States dollars. Financial information relating to periods
prior to January 1, 1994 has been translated from Canadian
dollars into United States dollars as required by Canadian GAAP
at the December 31, 1993 rate of U.S.$1.00=Cdn$1.3217.
THE COMPANY
The Loewen Group Inc. operates the second-largest number of
funeral homes and cemeteries in North America and the largest
number of funeral homes in Canada. The Company also engages in
the pre-need selling of funeral, cemetery and cremation
merchandise and services. As at November 1, 1996, the Company
operated 946 funeral homes throughout North America. This
included 827 funeral homes in the United States (including
locations in Puerto Rico) and 119 funeral homes in Canada. In
addition, as at such date, the Company operated 283 cemeteries in
the United States and six cemeteries in Canada. As at the close
of business on November 1, 1996, the Company had negotiated
agreements for the acquisition of a further 89 funeral homes and
91 cemeteries in the United States.
On September 17, 1996, Service Corporation International
("SCI") publicly distributed a letter to Raymond L. Loewen,
Chairman and Chief Executive Officer of Loewen, in which SCI
expressed an interest in discussing with Loewen a stock-for-stock
transaction that would value the Common Shares at $43 per share.
On September 24, 1996, the Board of Directors of Loewen
unanimously rejected the proposal. On October 2, 1996, SCI
announced that it intended to make an unsolicited exchange offer
directly to the shareholders of Loewen (the "Proposed Offer").
SCI's announcement stated that SCI would offer holders of Common
Shares $45 worth of common stock of New Service Corporation
International, a newly organized holding company ("New SCI"), and
that SCI will offer holders of Loewen's Series C preferred shares
$29.51 worth of New SCI common stock. All Loewen shareholders
would also be entitled to elect to receive, in lieu of New SCI
common stock, shares of a Canadian subsidiary of New SCI
("Canadian SCI") that would be exchangeable for, and are intended
to be equivalent to, shares of New SCI common stock. On October
3, 1996, New SCI and Canadian SCI filed with the Commission a
Registration Statement on Form S-4 (File No. 333-13391) relating
to the Proposed Offer. On October 10, 1996, the Loewen Board of
Directors unanimously determined that the Proposed Offer is
inadequate and not in the best interests of Loewen or its
shareholders and recommended that the Loewen shareholders not
tender their shares, if and when the Proposed Offer is commenced.
Also on October 10, 1996, Loewen filed with the Commission a
Schedule 14D-9 providing certain information regarding the
Proposed Offer and summarizing the reasons why the Board of
Directors recommended that the Loewen shareholders not tender
their shares. The Schedule 14D-9 was mailed to Loewen
shareholders on or about October 10, 1996.
Loewen was incorporated in 1985 under the laws of British
Columbia, Canada. Loewen's principal executive offices are
located at 4126 Norland Avenue, Burnaby, British Columbia,
Canada, V5G 3S8; telephone (604) 299-9321.
4
SELLING SHAREHOLDERS
Certain of the Selling Shareholders listed in the
following table have indicated their intention to sell
some or all of the Offered Shares set forth opposite
their respective names. The following table assumes that
each of the Selling Shareholders will sell all of the
Offered Shares set forth opposite such Selling
Shareholder's name. However, one or more of the Selling
Shareholders may sell only a small portion of or none of
the Offered Shares set forth opposite such Selling
Shareholder's name.
Number
of
Common Shares Shares Common Shares
Beneficially Owned Held of Beneficially
Prior to the Record Owned After the
Offering to be Offering
Sold in
Number Percent the Number Percen
of of Offering of t of
Shares Class Shares Class
(1) (1)
Gulf Group, Inc. and
Affiliates (2)
Gulf Group, Inc. 596,875(3) 1.01 % 49,167 0 0%
Gulf National Life
Insurance Company 547,708(4) 0.93 186,771 0 0
Gulf Holdings, Inc. 360,937(5) 0.61 82,500 0 0
Selected Funeral
Insurance Company 278,437 0.50 278,437 0 0
Bradford-O'Keefe
Funeral Homes, Inc. 20,625(6) 0.03 12,375 0 0
James F. Webb
Funeral Homes, Inc. 8,250 0.01 8,250 0 0
Jeremiah J. O'Keefe, 643,750(7) 1.09 26,250 0 0
Sr.
Jeffrey H. O'Keefe 783,750(7) 1.33 41,250 0 0
Other Selling
Shareholders
Willie E. Gary 375,000 0.64 375,000 0 0
People's Bank
Biloxi, as escrow
agent for Halbert E.
Dockins, Jr. and 240,000(8) 0.41 240,000 0 0
Michael S. Allred --
The Law Firm of
Allred and Donaldson
The O'Keefe 140,000(9) 0.24 140,000 0 0
Foundation
Michael F. Cavanaugh 60,000 0.10 60,000 0 0
Footnotes appear on the following page.
5
(1) Determined as of December 2, 1996
(2)Gulf Group, Inc. ("Gulf Group") and its affiliates named
herein (collectively, the "Gulf Shareholders") hold of record
an aggregate of 685,000 Common Shares, all of which shares
are Offered Shares. As a result of the affiliations among
the Gulf Shareholders, Common Shares held of record by one of
the Gulf Shareholders may be deemed to be beneficially owned
by one or more of the other Gulf Shareholders. Each of
Jeremiah J. O'Keefe, Sr. and Jeffrey H. O'Keefe holds more
than 10% of the outstanding shares of capital stock of
Bradford-O'Keefe Funeral Homes, Inc. ("Bradford-O'Keefe"),
which is the sole shareholder of James F. Webb Funeral Homes,
Inc. ("James F. Webb"). Jeremiah J. O'Keefe, Sr. also holds
more than 10% of the outstanding shares of capital stock of
Gulf Group, which is the sole shareholder of Gulf National
Life Insurance Company ("Gulf National"). Gulf National
holds more than 10% of the outstanding shares of capital
stock of Gulf Holdings, Inc. ("Gulf Holdings"), which is the
sole shareholder of Selected Funeral Insurance Company
("Selected Insurance"). Jeremiah J. O'Keefe, Sr. is a
director of Gulf Group, Gulf Holdings and Bradford-O'Keefe.
Jeffrey H. O'Keefe is a director of Gulf Group, Gulf
National, Gulf Holdings and Selected Insurance.
(3)Includes 547,708 Offered Shares held of record by Gulf
National, Gulf Holdings and Selected Insurance. Also
includes 8,250 Common Shares originally issued to Gulf
National Investment Company ("Gulf Investment"). Gulf
Investment has been merged with and into Gulf Group.
(4)Includes 360,937 Offered Shares held of record by Gulf
Holdings and Selected Insurance.
(5)Includes 278,437 Offered Shares held of record by Selected
Insurance.
(6)Includes 8,250 Offered Shares held of record by James F.
Webb.
(7)Includes 617,500 Offered Shares held of record by Gulf Group,
Gulf National, Gulf Holdings, Selected Insurance, Bradford-
O'Keefe and James F. Webb.
(8)Consists of shares held in an escrow account which may be
revoked at any time by the law firm of Allred & Donaldson.
(9)Consists of shares acquired from Gulf Group, Gulf National
and Jeremiah J. O'Keefe, Sr. in October 1996.
AGREEMENTS WITH THE SELLING SHAREHOLDERS
The Offered Shares were acquired by the Selling Shareholders
(other than The O'Keefe Foundation, which acquired its shares
from certain of the Selling Shareholders) in connection with the
settlement (the "Settlement") of certain litigation against
Loewen, LGII and two indirect subsidiaries. The Offered Shares
are being registered pursuant to certain registration rights
granted by Loewen pursuant to a Shareholders' Agreement made as
of February 9, 1996, by and among Loewen, LGII, Jeremiah J.
O'Keefe, Sr., Jeffrey H. O'Keefe, Bradford-O'Keefe, Gulf
Holdings, Gulf Group, Gulf Investment, Gulf National, Selected
Insurance, James F. Webb, Michael Allred and the law firm of
Allred & Donaldson, Willie E. Gary and the law firm of Gary,
Williams, Parenti, Finney, Lewis & McManus, Michael F. Cavanaugh,
individually, and Halbert E. Dockins, Jr., individually (the
"Shareholders' Agreement").
The Shareholders' Agreement also includes, with respect to
the Offered Shares (a) a per share price guarantee, pursuant to
which, in certain circumstances, LGII will be required to pay to
each Selling Shareholder, upon due notice ("Notice"), the amount
by which $30 exceeds the weighted average closing price of the
Common Shares on the New York Stock Exchange (or such other
national securities exchange or interdealer quotation system as
may then be the principal United States market for the Common
Shares) for the five consecutive trading days preceding the date
of the Notice, (b) a voting agreement pursuant to which the
Selling Shareholders have agreed, until February 9, 1998, to vote
the Offered Shares in accordance with the recommendations of the
Board of Directors of Loewen, and (c) a right of first refusal
granted to Loewen or its assignee by each of the Selling
Shareholders. Pursuant to the terms of the
6
Shareholders'
Agreement, Offered Shares sold pursuant to this Prospectus, upon
transfer, will cease to be subject to the Shareholders' Agreement
and persons who so acquire Offered Shares will not be entitled to
receive any benefits from the Shareholders' Agreement.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time on the New
York Stock Exchange (or any other national securities exchange in
the United States or interdealer quotation system on which the
Common Shares may then be listed), in privately negotiated
transactions (which may include block transactions) or otherwise.
Such sales may be made at the market price prevailing at or
around the time of sale, a price related to such prevailing
market price or a negotiated price. In addition, the Selling
Shareholders may engage in short sales, short sales against the
box and other transactions in the Common Shares or derivatives
thereof, and may pledge, sell, deliver or otherwise transfer the
Offered Shares in connection therewith. This Prospectus may be
used by the Selling Shareholders or by any broker-dealer who may
participate in sales of the Offered Shares. Participating broker-
dealers may act as agents or principals or both and may receive
commissions, discounts or concessions (which may be in excess of
customary brokers' commissions) in connection with sales or other
transfers of Offered Shares. Other than the right of first
refusal included in the Shareholders' Agreement, Loewen has not
entered into any agreements or arrangements relating to the sale
of the Offered Shares.
LGII has agreed to pay the expenses of registering the
Offered Shares on behalf of the Selling Shareholders, other than
broker-dealer commissions, discounts or concessions and any legal
fees incurred by the Selling Shareholders in connection with
sales of the Offered Shares. Loewen has agreed to indemnify the
Selling Shareholders and any underwriter (as defined in the
Securities Act) for a Selling Shareholder against certain
liabilities under the Securities Act.
CERTAIN RESTRICTIONS ON TRANSFER
The Offered Shares were issued to the Selling Shareholders
pursuant to a private placement exemption under the laws of
British Columbia, Canada. The Offered Shares may not be traded
in British Columbia until the expiration of a one-year hold
period that commenced on February 15, 1996 (the "British Columbia
Hold Period"). The British Columbia Hold Period will expire on
February 15, 1997. Until the British Columbia Hold Period has
expired, the Offered Shares may not be sold into British
Columbia.
Loewen has been advised by the New York Stock Exchange that
certificates representing Offered Shares will be freely tradable
on the New York Stock Exchange.
EXPERTS
The consolidated financial statements of Loewen incorporated
by reference in this Prospectus have been audited by KPMG,
Chartered Accountants, for the periods indicated in its report
thereon, which is incorporated herein by reference. Such
consolidated financial statements have been so incorporated in
reliance on such report given on the authority of KPMG as experts
in accounting and auditing.
7
LEGAL MATTERS
The validity of the Offered Shares have been passed upon for
Loewen by Russell & DuMoulin, Vancouver, British Columbia,
Canada.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AGAINST LOEWEN
Loewen is a corporation organized under and governed by the
laws of the Province of British Columbia, Canada. Certain of its
directors, controlling persons, and officers are residents of
Canada, and all or a portion of the assets of such persons and of
Loewen are located outside the United States. As a result, it
may be difficult or impossible for United States holders of the
Common Shares to effect service within the United States upon
Loewen (although it may be possible to effect service upon direct
or indirect United States subsidiaries of Loewen) and those
directors or officers who are not residents of the United States,
or to realize in the United States upon judgments of courts of
the United States predicated upon the civil liability of such
persons under the Securities Act or the Exchange Act, to the
extent such judgments exceed such person's United States assets.
Loewen has been advised by Russell & DuMoulin, its Canadian
counsel, that there is doubt as to the enforceability in Canada
against any of these persons, in original actions or in actions
for enforcement of judgments of United States courts, of
liabilities predicated solely on the Securities Act or the
Exchange Act.
8
No dealer, salesperson or other
person has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus in
connection with the offer and sale of
securities made hereby, and if given
or made, such information or
representations must not be relied
upon as having been authorized by the THE LOEWEN GROUP INC.
Company or the Selling Shareholders.
This Prospectus does not constitute an
offer of any securities other than
those to which it relates or an offer
or a solicitation in any jurisdiction
to any person to whom it is not lawful
to make such offer or solicitation in
such jurisdiction. Neither the
delivery of this Prospectus, nor any
distribution of securities made
hereunder shall, under any
circumstances, create any implication
that there has not been a change in
the facts set forth in this Prospectus PROSPECTUS
or in the affairs of the Company since
the date hereof or that the
information contained herein is
correct as of any time subsequent to
the date hereof.
Table of contents
Page
Available Information 2
Incorporation of Certain Information 1,5000,000
by Reference 2
Disclosure Regarding Forward-Looking COMMON SHARES
Statements 3
Financial Information 3
The Company 4
Selling Shareholders 5
Agreements with the Selling
Shareholders 6
Plan of Distribution 7
Certain Restrictions on Transfer 7
Experts 7
Legal Matters 8
Enforceability of Certain Civil December , 1996
Liabilities Against Loewen 8
PART II
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees payable by Loewen in connection with
the issuance and registration of the Offered Shares are as
follows:
SEC Registration Fee $14,741.38
Accounting Fees and Expenses 3,000.00
Legal Fees and Expenses 10,000.00
Printing Fees 10,000.00
Listing Fees -0-
Transfer Agent Fees -0-
Miscellaneous 2,258.62
TOTAL $40,000.00
Item 15. Indemnification of Officers and Directors.
Section 152 of the Company Act of British Columbia
provides in part that:
A company may, with the approval of the court, indemnify a
director or former director of the company or a director of a
corporation of which it is or was a shareholder, and his heirs
and personal representatives, against all costs, charges and
expenses, including any amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him,
including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or
having been a director, including an action brought by the
company or corporation, if
(a) he acted honestly and in good faith with a view to
the best interests of the corporation of which his is or was a
director; and
(b) in the case of a criminal or administrative action
or proceeding, he had reasonable grounds for believing that his
conduct was lawful.
Part 19 of Loewen's Articles provides that Loewen shall
indemnify its directors generally in accordance with the
provisions of Section 152 and that Loewen shall indemnify its
Secretary and any Assistant Secretary against all costs, charges
and expenses incurred that have arisen as a result of serving
Loewen in such capacity. The Articles further provide that
Loewen may indemnify any of its officers, employees or agents
against all costs, charges and expenses incurred as a result of
acting as an officer, employee and agent of Loewen.
II-1
Item 16. Exhibits.
Exhibit
Number Description
5 Opinion re Legality
5.1 Opinion of Russell & DuMoulin as to the legality
of the Offered Shares*
23 Consents of Experts and Counsel
23.1 Consent of Russell & DuMoulin (included in Exhibit 5.1)*
23.2 Consent of KPMG
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Richter, Usher & Vineberg
23.5 Consent of Altschuler, Melvion and Glasser LLP
23.6 Consents of Keith J. Schulte Accountancy
Corporation
23.7 Consents of Hirsch, Oelbaum, Bram & Hanover
23.8 Consent of KPMG Peat Marwick LLP
24 Power of Attorney*
______________
*Previously filed
Item 17. Undertakings.
(a) 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 this
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
II-2
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii)To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by such paragraphs is
contained in one or more periodic reports filed with or
furnished to the Commission by Loewen pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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; and
(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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
(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.
(h) 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 or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Burnaby, Province of British Columbia, Canada on
December 10, 1996.
The Loewen Group Inc.
By: /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Dated: December 10, 1996 /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: December 10, 1996 /s/ Timothy R. Hogenkamp *
Timothy R. Hogenkamp
President and Chief Operating Officer
and Director
(Principal Executive Officer)
Dated: December 10, 1996 /s/ Paul Wagler *
Paul Wagler
Senior Vice-President, Finance and Chief
Financial Officer
and Director
(Principal Financial Officer)
Dated: December 10, 1996 /s/ Wm. Grant Ballantyne *
Wm. Grant Ballantyne
Senior Vice-President, Financial Control
and Administration
(Principal Accounting Officer)
II-4
Dated: December 10, 1996 /s/ Kenneth S. Bagnell *
Kenneth S. Bagnell
Director
Dated: December 10, 1996/s/ The Honorable J. Carter Beese, Jr. *
The Honorable J. Carter Beese, Jr.
Director
Dated: December 10, 1996 /s/ Earl A. Grollman *
Earl A. Grollman
Director
Dated: December 10, 1996 /s/ Peter S. Hyndman *
Peter S. Hyndman
Director
Dated: December 10, 1996 /s/ Albert S. Lineberry, Sr. *
Albert S. Lineberry, Sr.
Director
Dated: December 10, 1996 /s/ Charles B. Loewen *
Charles B. Loewen
Director
Dated: December 10, 1996 /s/ Robert B. Lundgren *
Robert B. Lundgren
Director
Dated: December 10, 1996 /s/ James D. McLennan *
James D. McLennan
Director
II-5
Dated:
Lawrence Miller
Director
Dated:
Ernest G. Penner
Director
Dated: December 10, 1996/s/ The Right Honourable John N. Turner,
P.C., C.C., Q.C. *
The Right Honourable John N. Turner,
P.C., C.C., Q.C.
Director
Authorized Representative in the United States
The undersigned is Loewen's authorized representative in the
United States.
Dated: December 10, 1996 /s/ Timothy R. Hogenkamp *
Timothy R. Hogenkamp
*By: /s/ Raymond L. Loewen
Raymond L. Loewen
Attorney-in-fact
II-6
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion re Legality
5.1 Opinion of Russell & DuMoulin as to the legality
of the Offered Shares*
23 Consents of Experts and Counsel
23.1 Consent of Russell & DuMoulin (included in Exhibit 5.1)*
23.2 Consent of KPMG
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Richter, Usher & Vineberg
23.5 Consent of Altschuler, Melvion and Glasser LLP
23.6 Consents of Keith J. Schulte Accountancy
Corporation
23.7 Consents of Hirsch, Oelbaum, Bram & Hanover
23.8 Consent of KPMG Peat Marwick LLP
24 Power of Attorney*
____________
*Previously filed
EXHIBIT 23.2
[LETTERHEAD OF KPMG]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to the use of our report, dated February 26, 1996,
except as to Note 12(b), which is as of March 19, 1996 and Note
20, which is as of March 26, 1996, relating to the consolidated
balance sheets of The Loewen Group Inc. as at December 31, 1995
and 1994, and the related consolidated statements of operations,
retained earnings, and changes in financial position for each of
the years in three year period ended December 31, 1995, and
related schedule, which report is incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG
KPMG
Chartered Accountants
Vancouver, Canada
December 10, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statements on
Form S-3 of The Loewen Group Inc. of our report dated June 16,
1995 with respect to the financial statements of MHI Group, Inc.
as of April 30, 1995, and for each of the two years in the period
ended April 30, 1995, which appears as Exhibit No. 99.1 to The
Loewen Group Inc. Form 8-K dated May 1, 1996.
/s/ PRICE WATERHOUSE, LLP
PRICE WATERHOUSE, LLP
Tampa, Florida
December 10, 1996
EXHIBIT 23.4
AUDITOR'S CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-3 of The Loewen Group Inc. of our report
dated February 27, 1996 with respect to the financial statements
of Paperman & Sons Inc. as of November 30, 1995 and for the
eleven months then ended included in the Current Report on Form 8-
K of The Loewen Group Inc. dated May 1, 1996.
/s/ Richter, Usher & Vineberg
Richter, Usher & Vineberg
Montreal, Quebec
December 10, 1996
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We have issued our report dated July 26, 1995, accompanying the
consolidated financial statements of Weinstein Family Services,
Inc. and Subsidiaries as of and for the year ended April 30, 1995
included in the current report on Form 8-K of the Loewen Group
Inc. dated May 1, 1996, which is incorporated by reference in
this registration statement. We hereby consent to the
incorporation by reference in the registration statement on Form
S-3 of the aforementioned report.
/s/ Altschuler, Melvoin and Glasser LLP
Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
December 10, 1996
EXHIBIT 23.6
[LETTERHEAD OF KEITH J. SCHULTE ACCOUNTANCY CORPORATION]
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-3 of The Loewen Group Inc. of our report
dated April 24, 1996, with respect to the financial statements of
Security Plus Mini & RV Storage, Inc. as of December 31, 1994 and
for the year then ended included in the Current Report on Form 8-
K of The Loewen Group Inc. dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
By: /s/ Keith J. Schulte
Keith J. Schulte
Certified Public Accountant
Long Beach, California
December 10, 1996
[LETTERHEAD OF KEITH J. SCHULTE ACCOUNTANCY CORPORATION]
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-3 of The Loewen Group Inc. of our report
dated April 24, 1996, with respect to the financial statements of
International Memorial Society, Inc. as of December 31, 1994 and
for the year then ended included in the Current Report on Form 8-
K of The Loewen Group Inc. dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
By: /s/ Keith J. Schulte
Keith J. Schulte
Certified Public Accountant
Long Beach, California
December 10, 1996
[LETTERHEAD OF KEITH J. SCHULTE ACCOUNTANCY CORPORATION]
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-3 of The Loewen Group Inc. of our report
dated April 24, 1996, with respect to the financial statements of
Springs Mausoleum, Inc. as of December 31, 1994 and for the year
then ended included in the Current Report on Form 8-K of The
Loewen Group Inc. dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
By: /s/ Keith J. Schulte
Keith J. Schulte
Certified Public Accountant
Long Beach, California
December 10, 1996
EXHIBIT 23.7
[LETTERHEAD OF HIRSCH, OELBAUM, BRAM & HANOVER]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-3 of The Loewen Group Inc. of our report
dated February 27, 1995 and April 23, 1996 as to Note 8, with
respect to the financial statements of Cemetery Gardens, Inc., as
of December 31, 1994 and for the year then ended included in the
Current Report on Form 8-K of The Loewen Group Inc. dated May 1,
1996.
/s/ Hirsch, Oelbaum, Bram & Hanover, C.P.A., P.C.
New York, New York
December 10, 1996
[LETTERHEAD OF HIRSCH, OELBAUM, BRAM & HANOVER]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-3 of The Loewen Group Inc. of our report
dated May 15, 1995 and, with respect to the financial statements
of Beverly Hills Cemetery Corporation, Inc., as of December 31,
1994 and for the year then ended included in the Current Report
on Form 8-K of The Loewen Group Inc. dated May 1, 1996.
/s/ Hirsch, Oelbaum, Bram & Hanover, C.P.A., P.C.
New York, New York
December 10, 1996
EXHIBIT 23.8
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the Registration
Statements on Form S-3 of The Loewen Group Inc. of our report
dated May 31, 1996 with respect to the consolidated balance sheet
of Ourso Investment Corporation and subsidiaries as of December
31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended,
which report appears in the Form 8-K/A No. 2 of The Loewen Group
Inc. dated July 5, 1996.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
December 10, 1996
[Letterhead of Thelen, Marrin, Johnson & Bridges]
December 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Loewen Group Inc.
Amendment No. 1 to Registration Statement on Form S-3
(File No. 333-10543)
Dear Sir or Madam:
On behalf of The Loewen Group Inc., a corporation
under the laws of British Columbia, Canada (the "Registrant"),
pursuant to Rule 101(a)(1)(i) of Regulation S-T, we herewith
transmit for filing Amendment No. 1 to Registration Statement on
Form S-3 (File No. 333-10543) (the "Registration Statement"),
including exhibits, relating to the resale of certain Common
shares without par value of the Registrant. The filing fee in
the amount of $14,741.38 was paid with the original filing of the
Registration Statement on August 21, 1996.
Please contact the undersigned at 415-955-3673 with any
comments regarding the Registration Statement.
Very truly yours,
THELEN, MARRIN, JOHNSON & BRIDGES LLP
/s/ Carissa C. W. Coze
Carissa C. W. Coze
Attachment
cc: New York Stock Exchange, Inc.
