<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------------------
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, 98-0121376
CANADA (I.R.S. Employer
(State or other jurisdiction of Identification No.)
incorporation or organization)
4126 NORLAND AVENUE
BURNABY, BRITISH COLUMBIA, CANADA V5G 3S8
(604) 299-9321
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
EMPLOYEE STOCK OPTION PLAN (UNITED STATES)
(Full title of the plan)
TIMOTHY R. HOGENKAMP
THE LOEWEN GROUP, 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)
------------------------------
COPIES TO:
MICHELLE L. JOHNSON, ESQ.
THELEN, MARRIN, JOHNSON & BRIDGES
TWO EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CALIFORNIA 94111-3995
(415) 392-6320
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CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum Proposed maximum aggregate Amount of
registered (1) registered (2) offering price per share (3) offering price (3) registration fee
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<S> <C> <C> <C> <C>
Common shares without par 650,000 $29.3125 $19,053,125 $6,570.04
value
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(1) The Common shares without par value of the registrant ("Common Shares") are
subject to the Shareholder Protection Rights Plan dated April 20, 1990, as
amended, pursuant to which each issued and outstanding Common Share is
accompanied by a right that entitles the holder to purchase one additional
Common Share upon the occurrence of certain events involving an actual or
potential change in control of the registrant.
(2) The maximum number of additional Common Shares to be offered under the
Employee Stock Option Plan (United States) (the "Plan"). Does not include
2,150,000 previously registered Common Shares offered or to be offered
under the Plan.
(3) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
The above calculation is based on the average of the reported high and low
prices of the Common Shares on the Nasdaq National Market on June 24, 1996.
================================================================================
<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
This Registration Statement is filed to register additional Common shares
without par value ("Common Shares") of The Loewen Group Inc. (the "Registrant")
to be offered pursuant to the Registrant's Employee Stock Option Plan (United
States) (the "Option Plan"). A Form S-8 Registration Statement with respect to
1,600,000 Common Shares to be issued pursuant to the Option Plan and the
Company's Employee Share Purchase Plan (United States) (File No. 33-42892) was
filed by the Registrant on September 23, 1991; a Form S-8 Registration Statement
with respect to 1,350,000 Common Shares to be issued pursuant to the Option Plan
(File No. 33-79604) was filed by the Registrant on June 1, 1994; and a Form S-8
Registration Statement with respect to 600,000 Common Shares to be issued
pursuant to the Option Plan (File No. 33-95496) was filed by the Registrant on
August 7, 1995. Except for Part II, Item 3, which is set forth below, the
contents of such earlier Registration Statements are hereby incorporated by
reference.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are specifically incorporated by
reference herein and form an integral part of this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995, as amended on Form 10-K/A filed June 20, 1996 (File No. 0-
18429);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the registrant
document referred to in (a) above; and
(c) 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 reports and other documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and other documents (except that
no document shall be deemed to be incorporated by reference if filed after the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold).
2
<PAGE>
EXHIBITS
The following opinion, consents and powers of attorney are provided as
exhibits to this Registration Statement:
Number Exhibit
------ -------
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick Thorne
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 Consent of Keith J. Schulte Accountancy
23.7 Consent of Hirsch, Oelbaum, Bram & Hanover
23.8 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on the signature pages to this
Registration Statement)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, The Loewen Group Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 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 this 26th day of June, 1996.
THE LOEWEN GROUP INC.
By: /s/ Raymond L. Loewen
---------------------
Raymond L. Loewen
Chairman of the Board, Chief Executive Officer
and Director
(Principal Executive Officer)
4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Raymond L.
Loewen, Paul Wagler and Peter S. Hyndman, and each of them severally, acting
alone and without the other, his true and lawful attorney-in-fact with authority
to execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such changes in this Registration
Statement as the aforesaid attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
June 26, 1996 /s/ Raymond L. Loewen
-------------- ---------------------
Date Raymond L. Loewen
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
June 26, 1996 /s/ Timothy R. Hogenkamp
-------------- ------------------------
Date Timothy R. Hogenkamp
President, Chief Operating
Officer and Director
(Principal Executive Officer)
June 26, 1996 /s/ A.M. Bruce Watson
-------------- ---------------------
Date A.M. Bruce Watson
Executive Vice-President and
Director (Principal Financial
Officer)
June 26, 1996 /s/ Peter W. Roberts
-------------- --------------------
Date Peter W. Roberts
Vice-President, Financial
Information Services and
Corporate Controller
(Principal Accounting Officer)
5
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June 26, 1996 /s/ Reverend Kenneth S. Bagnell
-------------- -------------------------------
Date Reverend Kenneth S. Bagnell
Director
June 26, 1996 /s/ The Honorable J. Carter Beese, Jr.
-------------- -------------------------------------
Date The Honorable J. Carter Beese, Jr.
Director
June 26, 1996 /s/ Dr. Earl A. Grollman
-------------- ------------------------
Date Dr. Earl A. Grollman
Director
June 26, 1996 /s/ Senator Harold E. Hughes
-------------- ----------------------------
Date Senator Harold E. Hughes
Director
June 26, 1996 /s/ Peter S. Hyndman
-------------- --------------------
Date Peter S. Hyndman
Director
June 26, 1996 /s/ Albert S. Lineberry, Sr.
-------------- ----------------------------
Date Albert S. Lineberry, Sr.
Director
June 26, 1996 /s/ Charles B. Loewen
-------------- ---------------------
Date Charles B. Loewen
Director
June 26, 1996 /s/ Robert B. Lundgren
-------------- ----------------------
Date Robert B. Lundgren
Director
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6
<PAGE>
<TABLE>
<S> <C>
June 26, 1996 /s/ James D. McLennan
-------------- ---------------------
Date James D. McLennan
Director
June 26, 1996 /s/ Ernest G. Penner
-------------- --------------------
Date Ernest G. Penner
Director
June 26, 1996 /s/ The Right Honourable John N. Turner
-------------- ---------------------------------------
Date The Right Honourable John N. Turner, P.C.,
C.C., Q.C., Director
June 26, 1996 /s/ Paul Wagler
-------------- ---------------
Date Paul Wagler
Director
</TABLE>
7
<PAGE>
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is the Company's authorized representative in the United
States.
The undersigned hereby appoints Raymond L. Loewen, Paul Wagler and Peter
S. Hyndman, and each of them severally, acting alone and without the other, his
true and lawful attorney-in-fact with authority to execute in the name of such
person, and to file with the Securities and Exchange Commission, together with
any exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, which amendments
may make such other changes in the Registration Statement as the aforesaid
attorney-in-fact deems appropriate.
June 26, 1996 /s/ Timothy R. Hogenkamp
----------------- ------------------------
Date Timothy R. Hogenkamp
8
<PAGE>
EXHIBIT INDEX
Number Exhibit
------ -------
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick Thorne
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 Consent of Keith J. Schulte Accountancy
23.7 Consent of Hirsch, Oelbaum, Bram & Hanover
23.8 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on the signature pages to this
Registration Statement)
<PAGE>
EXHIBIT 5
[LETTERHEAD OF THE LOEWEN GROUP INC.]
June 26, 1996
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, B.C.
V5G 3S8
Gentlemen:
This opinion is provided in connection with the Form S-8 Registration
Statement with respect to 650,000 Common shares without par value of The Loewen
Group Inc. ("Common Shares") to be issued pursuant to the Employee Stock Option
Plan (United States), as amended (the "Plan").
Please be advised that I am of the opinion that upon the issuance of the
Common Shares in the manner contemplated by the Plan, the Common Shares will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Form
S-8 Registration Statement.
Yours truly,
/s/ PETER S. HYNDMAN
-----------------------
PETER S. HYNDMAN
Vice-President, Law and
Corporate Secretary
PSH:mik
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the registration statement on
Form S-8 with respect to the Employee Stock Option Plan (United States) 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 balance statements of operations,
retained earnings, and changes in financial position for each of the years in
the three year period ended December 31, 1995, and related schedule, which
report is incorporated herein by reference.
/s/ KPMG Peat Marwick Thorne
KPMG PEAT MARWICK THORNE
Chartered Accountants
Vancouver, Canada
June 26, 1996
<PAGE>
EXHIBIT 23.3
Consent of Independent Certified Public Accountants
The Board of Directors
The Loewen Group
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 and Form S-8 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
June 26, 1996
<PAGE>
EXHIBIT 23.4
Auditors' Consent
The Board of Directors of
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-3 and S-5, each of which is to be filed on or about June
28, 1996, 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, which appears as Exhibit No. 99.2 to
The Loewen Group Inc. Form 8-K dated May 1, 1996.
/s/ Richter, Usher & Vineberg
Chartered Accountants
Montreal, Quebec
June 26, 1996
<PAGE>
EXHIBIT 23.5
Certified Public Accountants [LOGO of AM&G] Altsehuler, Melvoia and Glasser LLP
and Consultants 30 South Wacker Drive, Suite 2600
Chicago, Illinois 60605-7494
3122072800 Fax 312 207 2064
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 these registration statements. We hereby consent to the incorporation by
reference of said resort in the registration statements on Form S-3 and S-8 of
the Loewen Group Inc., each of which to be filed on or about June 28, 1996.
/s/ Altschuler, Melvion and Glasser LLP
Chicago, Illinois
June 26, 1996
Chicago . Los Angeles . New York . Phoenix . Washington, D. C.
Associated Worldwide With Summit International Associations, Inc.
<PAGE>
EXHIBIT 23.6
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
420 E. Carson Street
Long Beach, California 90807
(310)427-6222
FAX (310) 395-8066
Keith J. Schulte, C.P.A. Stanley M. Schulte
President Vice President
The Board of Directors
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 and S-8, each of which to be filed on or about June 26,
1996, of The Loewen Group Inc. of our report dated April 24, 1996, with respect
to the financial statements of International Memorial Society, Inc., Palm
Springs Mausoleum, Inc. and Security Plus Mini a RV Storage, Inc. as of December
31, 1994, and for the year then ended, which appears as Exhibit No. 99.4, to the
Loewen Group Inc. Form 8-K dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATIONS
BY: /s/ Keith J. Schulte
--------------------------------------
Certified Public Accountant
Long Beach, California
June 26, 1994
Members of The American Institute of Certified Public Accountants. The
California Society of Certified Public Accountants.
<PAGE>
TEL: (212) 227-8034
FAX: (212) 227-9045
HIRSCH, OELBAUM, BRAM & HANOVER
CERTIFIED PUBLIC ACCOUNTANTS, PC
- --------------------------------------------------------------------------------
111 BROADWAY
NEW YORK, NEW YORK 10005
EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-3 and S-8, each of which to be filed on or about June
28, 1996, 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, which appears as Exhibit No. 99.5 to The Loewen Group, Inc. Form
8-K, dated May 1, 1996.
/s/ Hirsch, Oelbaum, Bram & Hanover, C.P.As., P.C.
HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C.
New York, New York
June 26, 1996
<PAGE>
TEL: (212) 227-8034
FAX: (212) 227-9045
HIRSCH, OELBAUM, BRAM & HANOVER
CERTIFIED PUBLIC ACCOUNTANTS, PC
- --------------------------------------------------------------------------------
111 BROADWAY
NEW YORK, NEW YORK 10005
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-3 and S-8, each of which to be filed on or about June
28, 1996, of The Loewen Group Inc. of our report, dated May 15, 1995 with
respect to the financial statements of Beverly Hills Cemetery Corporation,
Inc. as of December 31, 1994, and for the year then ended, which apears
as Exhibit No. 99.5 to The Loewen Group Inc. Form 8-K dated May 1, 1996.
/s/ Hirsch, Oelbaum, Bram & Hanover, C.P.As., P.C.
HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C.
New York, New York
June 26, 1996
<PAGE>
EXHIBIT 23.8
Independent Auditors' Consent
-----------------------------
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 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 of The Loewen Group Inc.
dated June 10, 1996.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
June 26, 1996
