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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) December 1, 1996
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 0-18429 98-0121376
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4126 Norland Avenue, Burnaby, British Columbia V5G 3S8
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-299-9321
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
December 1, 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: December 2, 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 December 1, 1996
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THE LOEWEN GROUP INC.
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NEWS
Stock Symbols:
NYSE: LWN
TSE: LWN
ME: LWN
(All amounts listed in U.S. dollars)
Contacts: David A. Laundy Thomas C. Franco
The Loewen Group Inc. Broadgate Consultants, Inc.
(604) 293-7857 (212) 229-2222
FOR IMMEDIATE RELEASE
LOEWEN GROUP PREVAILS IN TEXAS FEDERAL COURT
LOEWEN'S ANTITRUST LAWSUIT AGAINST SCI TO PROCEED IN NEW YORK FEDERAL COURT
ALL OTHER SCI CLAIMS ALSO DISMISSED
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VANCOUVER, December 1, 1996 -- The Loewen Group Inc. announced today that the
United States District Court for the Southern District of Texas has granted its
motion to dismiss the lawsuit that Service Corporation International (SCI)
filed the day before commencing its proposed hostile exchange offer for Loewen.
The Texas federal court dismissed SCI's claim for a declaratory judgment, by
which SCI sought to stop Loewen from bringing antitrust claims against SCI in
any other jurisdiction. Following the Loewen board of directors' rejection of
SCI's proposed hostile exchange offer, Loewen filed an antitrust action against
SCI in the United States District Court for the Eastern District of New York.
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In his ruling in favor of Loewen, United States District Judge John D. Rainey
found that SCI's Texas action was filed in anticipation of Loewen filing its
antitrust suit in New York federal court. Judge Rainey also found that SCI
sought to preempt Loewen's impending lawsuit in order to gain unfair advantage
in choosing the forum for an antitrust action. In support of his opinion,
Judge Rainey noted that SCI filed its lawsuit on the very same day that its
board decided to make a proposed hostile exchange offer for Loewen's stock, and
before that proposed offer was made public or even made known to Loewen's
principals. Judge Rainey concluded that these compelling circumstances
warranted dismissal of the Texas action in favor of allowing Loewen's New York
antitrust action to proceed. Judge Rainey also dismissed SCI's securities law
and tortious interference claims, ruling that they were intimately connected to
Loewen's antitrust claims and could be heard in the New York action.
The ruling of the Texas federal court clears the way for Loewen to proceed with
its antitrust lawsuit in New York federal court challenging the proposed
business combination of SCI and Loewen under Section 7 of the Clayton Act and
alleging a conspiracy to monopolize between SCI and Equity Corporation
International in violation of Section 1 of the Sherman Act. In October, Judge
Frederic Block of the New York federal court denied a motion by SCI to dismiss
Loewen's antitrust action in favor of the Texas case. The New York action has
been stayed since that time pending resolution of the proceedings in the Texas
federal court.
Loewen stated that it now intends to vigorously pursue its antitrust lawsuit in
New York federal court which alleges SCI's proposed acquisition of Loewen
would, if successful, substantially lessen competition in the markets for
locally-offered funeral and cemetery services, pre-need funeral services, and
the funeral home and cemetery acquisition markets.
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The anti-competitive effects of SCI's hostile takeover proposal are also being
reviewed by the FTC and have prompted regulatory scrutiny in numerous states,
including New York, Florida, Hawaii, Texas, California, Pennsylvania,
Tennessee, Washington, Oregon, Alaska, and North Carolina. In addition, the
Canadian Competition Bureau is investigating the effects of the proposal under
the Canadian Competition Act, and in that respect has made a request for
information from the Company.
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