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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 24, 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 of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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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
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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 8
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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.
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Exhibit No. Description
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Exhibit 99 The Loewen Group Inc. Press Release dated September 24, 1996
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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 25, 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 24, 1996
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NEWS RELEASE
FOR IMMEDIATE RELEASE
LOEWEN GROUP BOARD UNANIMOUSLY REJECTS
SERVICE CORPORATION PROPOSAL
o Company's Financial Advisors Find Proposal Inadequate
o Board Finds Proposal Unacceptable and An Attempt to Eliminate
Competition in North America
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CINCINNATI, OHIO, September 24, 1996 -- The Loewen Group Inc. (NASDAQ: LWNG)
announced today that its Board of Directors has unanimously rejected the
unsolicited takeover proposal from Service Corporation International (SCI) that
was issued on September 17, 1996. The announcement was made by Raymond L.
Loewen, chairman of the Board and chief executive officer of The Loewen Group,
in a letter to shareholders and a letter to L. William Heiligbrodt of SCI.
Copies of both letters are attached.
"The Loewen Board of Directors has unanimously concluded that the best
way to maximize value for our shareholders is through the continued
implementation of the Company's long-term business plan as an independent
company," Mr. Loewen stated in his letter to shareholders.
Mr. Loewen stated that the Board firmly believes:
o As the emerging leader in the funeral home and cemetery industry,
Loewen has a very bright future for continued growth.
o Loewen is clearly the preferred acquiror in its industry -- as
indicated by its recent partnerships with Blackstone Group to acquire
two of the industry's premier assets, Prime Succession and Rose Hills
Memorial Park.
o SCI clearly intends to eliminate its most formidable competitor in
the North American marketplace, diminishing the opportunities for
independent funeral home and cemetery operators to effectively
address their succession planning needs.
o Loewen's record of success in growing revenues and profits is
primarily attributable to the outstanding corporate culture that
Loewen has created.
Citing Loewen's 41.5% revenue increase and 36.8% earnings increase
over the last five years (on a compounded annual basis excluding extraordinary
items), Mr. Loewen stated, "I am very optimistic about our ability to build
shareholder value in the future as we execute Loewen's growth plans."
Mr. Loewen emphasized that Loewen's Board takes its fiduciary duty to
act in the best interests of the Company and its shareholders very seriously
and is committed to maximizing long-term shareholder value. He also pointed out
in his letter to shareholders that the Company's financial advisors, Smith
Barney Inc. and Nesbitt Burns Inc., have advised the Board that in their
opinion SCI's proposal for a stock-for-stock exchange, which values Loewen's
common stock at US$43, is inadequate from a financial point of view.
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Mr. Loewen also stated: "Our demonstrated record of caring for our
employees, our customers and the communities we serve distinguishes Loewen
admirably from our competition." He reminded shareholders that the Loewen
reputation continues to enhance the Company's ability to attract potential
sellers within the industry, as well as outside partners such as the Blackstone
Group.
"The Loewen Board of Directors believes that the SCI proposal, and the
manner in which it was presented, raises serious questions about SCI's motives
in presenting its proposal at this time. Moreover, this bid has reaffirmed
throughout the industry the clear-cut longstanding distinctions between Loewen
and SCI," Mr. Loewen added.
With offices in Vancouver, Cincinnati, and Philadelphia, The Loewen
Group employs over 13,000 people. Since the first of the year, the Company has
closed or signed approximately US$715 million in acquisitions, not including
the Rose Hills and Prime Succession transactions valued at over US$535 million.
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.
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Statements contained in this press release and attached shareholders'
letter that are not historical in nature may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Reference is made to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, which includes certain important factors that
should be considered in connection with an evaluation of forward-looking
statements.
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Contacts:
David A. Laundy, VP, Communications Thomas C. Franco
The Loewen Group Inc. Broadgate Consultants, Inc.
Tel: (604) 293-7857 Tel: (212) 229-2222
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LOEWEN GROUP LETTER TO SHAREHOLDERS
September 24, 1996
To Our Shareholders:
The Board of Directors of The Loewen Group Inc. has asked me to report to you
on the decisions that it has made in response to the proposal announced by
Service Corporation International on Tuesday, September 17, 1996.
After extensive deliberations, thorough discussion, and careful analysis by the
Board, in consultation with its financial and legal advisors, the Board has
unanimously rejected SCI's proposal and determined that it is not in the best
interests of shareholders. In rejecting the proposal, the Board considered
many factors and unanimously concluded that the best way to maximize value for
our shareholders is through the continued implementation of the Company's
long-term business plan as an independent company.
The Board firmly believes:
o AS THE EMERGING LEADER IN THE FUNERAL HOME AND CEMETERY INDUSTRY,
LOEWEN HAS A VERY BRIGHT FUTURE FOR CONTINUED GROWTH. During the past
five years, Loewen's revenues and earnings have experienced the
highest growth rates of public companies in our industry, 41.5% and
36.8%, respectively, on a compound annual basis, excluding
extraordinary items. This record growth has been accomplished through
both our internal management practices and external growth through
acquisitions.
o LOEWEN IS THE PREFERRED ACQUIROR IN OUR RAPIDLY CONSOLIDATING
INDUSTRY. Year-to-date, Loewen has signed or completed approximately
196 acquisitions aggregating over approximately US$715 million in
transaction value, excluding our significant, and innovative,
investments with Blackstone Capital Partners in Prime Succession Inc.
and in Rose Hills Memorial Park, which have transaction values of
approximately US$295 million and US$240 million, respectively. It is
also important to emphasize that our growing number of acquisitions
continue to meet or exceed our acquisition targets.
Please note that Prime Succession, the fourth-largest funeral home and
cemetery business in North America, and Rose Hills, the number one
single location funeral home and cemetery in the U.S., as well as
Blackstone, one of the premier merchant banking firms in the world,
had their choice of industry partners for these major acquisitions,
and they all chose Loewen.
o WE ARE NOT SURPRISED THAT SCI IS ATTEMPTING TO ACQUIRE LOEWEN AND
ELIMINATE YOUR COMPANY AS ITS MOST FORMIDABLE COMPETITOR IN THE NORTH
AMERICAN MARKETS. SCI has become frustrated by its inability to
compete effectively for the most significant and highly attractive
growth opportunities in our industry. Furthermore, the Loewen Board
of Directors believes that the SCI proposal, and the manner in which
it was presented, raises serious questions about SCI's motives in
presenting its proposal at this time.
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o OUR GREAT SUCCESS IN GROWING LOEWEN'S REVENUES AND PROFITS IS CLEARLY
ATTRIBUTABLE TO THE OUTSTANDING CORPORATE CULTURE THAT WE HAVE
CREATED. The superior quality of our people, our management and
employees at all levels of our Company, has been the major driver of
our success. Our demonstrated record of caring for our employees, our
customers and the communities that we serve, distinguishes Loewen
admirably from our competition. Loewen enjoys the best reputation in
our industry, and we know the takeover proposed by SCI will enhance
our position, relative to SCI, and further motivate potential sellers
within our industry to deal increasingly with Loewen.
You should understand that the Board takes its fiduciary duty to act in the
best interests of shareholders very seriously and is committed to maximizing
long-term shareholder value. With regard to the SCI proposal, the Board
received advice from our financial advisors, Smith Barney Inc. and Nesbitt
Burns Inc., that in their opinion the proposal for a stock-for-stock exchange
which values Loewen's common stock at US$43 per share is inadequate from a
financial point of view.
When I founded this company 11 years ago, I knew then that if our Company
stayed on the right track, long-term investors would be richly rewarded. Our
goals and objectives are ambitious, but realistic and achievable. In the first
half of 1996 alone, revenues increased 45% and earnings increased 39%.
Loewen's rapid growth in earnings per share has been long recognized in the
capital markets and has been rewarded by a substantial increase in our stock
market valuation over the years. We believe our prospects for significant
continued growth in revenues and profitability in the future will continue, as
we implement our business plans as an independent company.
Very truly yours,
Raymond L. Loewen
Chairman and Chief Executive Officer
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RAYMOND L. LOEWEN LETTER TO L. WILLIAM HEILIGBRODT
Mr. L. William Heiligbrodt
President
Service Corporation International
1929 Allen Parkway
Houston, TX 77219-0548
Dear Mr. Heiligbrodt:
The Board of Directors of The Loewen Group Inc. has asked me to advise you of
the decision that the Loewen Board has made in response to the unsolicited
takeover proposal that we received from Service Corporation International on
Tuesday, September 17, 1996.
The Loewen Board has unanimously rejected the SCI proposal. SCI should
understand that the Loewen Board of Directors takes its fiduciary duty to act
in the best interests of the Company and our shareholders very seriously. We
are fully committed to maximizing long-term value for our shareholders. After
extensive review of our business and financial plans, as well as a thorough and
careful study of our excellent prospects for significant continued growth in
revenues and profitability in the future, the Loewen Board of Directors has
unanimously concluded that the best way to maximize value for our shareholders
is through the continued implementation of the Company's long-term business
plan as an independent company.
Sincerely,
Raymond L. Loewen
Chairman and Chief Executive
