<PAGE>
Filed pursuant to Rule 424(b)(3)
Registration No. 333-09523
[LOGO] 5,000,000 SHARES
THE LOEWEN GROUP INC.
COMMON SHARES WITHOUT PAR VALUE
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This Prospectus relates to 5,000,000 Common shares without par value ("Common
Shares") of The Loewen Group Inc. ("Loewen" and, together with its subsidiaries
and associated entities, the "Company"), which may be offered and issued from
time to time in connection with the acquisition by the Company of funeral home,
cemetery and related businesses or properties. The Common Shares may be issued
in mergers or consolidations, in exchange for shares of capital stock,
partnership interests or other assets representing an interest in other
companies or other entities, or in exchange for assets, including assets
constituting all or substantially all of the assets and businesses of such
entities. The terms of, including the consideration for, such acquisitions
generally will be determined by negotiations between the Company's
representatives and the owners or controlling persons of the businesses or
properties to be acquired. The consideration paid to such owners or controlling
persons may include consideration other than, or in addition to, Common Shares.
Such acquisitions generally will not involve the payment of underwriting fees or
discounts, except that finders' fees may be paid at times. In addition, the
Company may provide price guarantees for the Common Shares and may make up any
shortfall by issuing additional Common Shares under this Prospectus or in cash.
The Company may lease property from, and enter into employment, management or
consulting agreements and non-competition agreements with, the former owners and
key personnel of the business or properties to be acquired.
It is anticipated that Common Shares issued in connection with an acquisition
will be valued at a price reasonably related to the market value of the Common
Shares at or about the time the terms of the acquisition are agreed upon or at
about the time of the closing of the transaction.
The Common Shares offered hereby may, subject to certain conditions, be
resold pursuant to this Prospectus by persons who receive such shares in
transactions in which they might otherwise be deemed underwriters within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"). See
"Resales."
The Common Shares are quoted on the Nasdaq National Market under the symbol
"LWNG." Application will be made to list the Common Shares offered hereby on
the Nasdaq National Market. The last reported sales price of the Common Shares
on the Nasdaq National Market on August 5, 1996 was $28-7/8 per share.
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NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN ANY WAY PASSED
UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER AND ANY REPRESENTATION TO
THE CONTRARY IS AN OFFENSE. THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN AND
WILL NOT BE QUALIFIED FOR SALE UNDER THE SECURITIES LAWS OF CANADA AND, SUBJECT
TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN CANADA.
-------------------------
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.
THE DATE OF THIS PROSPECTUS IS AUGUST 7, 1996.
<PAGE>
AVAILABLE INFORMATION
Loewen has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (together with any
amendments, exhibits, annexes and schedules thereto, the "Registration
Statement") pursuant to the Securities Act and the rules and regulations
thereunder, with respect to the Common Shares offered hereby. 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 quoted on the Nasdaq National Market and are traded on 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 Nasdaq
Stock Market at 1735 K Street, N.W., Washington, D.C. 20006, 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.
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENTS) ARE AVAILABLE UPON REQUEST FROM THE CORPORATE SECRETARY OF THE
LOEWEN GROUP INC., 4126 NORLAND AVENUE, BURNABY, BRITISH COLUMBIA, V5G 3S8,
CANADA; TELEPHONE (604) 299-9321. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE
DATE ON WHICH AN INVESTMENT DECISION IS TO BE MADE.
INCORPORATION OF CERTAIN DOCUMENTS 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) 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 Report on Form 10-Q for the
quarter ended March 31, 1996, filed May 15, 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 10,
1996 and July 5, 1996), March 31, 1996, May 1, 1996, May 8, 1996, May 24, 1996,
May 31, 1996, June 4, 1996, June 6, 1996, and June 17, 1996, and (iv) Reports by
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
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<PAGE>
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 securities offered hereby 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.
FINANCIAL INFORMATION
All dollar amounts in this Prospectus are in United States dollars ("U.S.$"
or "$") unless otherwise indicated. References to "Cdn.$" are to Canadian
dollars.
The Company prepares its consolidated financial statements included in its
reports filed pursuant to the Exchange Act 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
Company's 1995 Consolidated Financial Statements, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, as amended.
The selected consolidated financial data with respect to the Company included in
this Prospectus are presented on a Canadian GAAP and a U.S. GAAP basis.
The consolidated financial statements of the Company for the fiscal year
ended December 31, 1993, and for prior fiscal 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 fiscal 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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, as amended and supplemented, and certain documents
incorporated by reference herein 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, income, earnings, capital expenditures,
dividends, capital structure and other financial items, (ii) statements of the
plans and objectives of the Company or its management, (iii) statements of the
future economic performance of the Company and (iv) the 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 and may be included in this
Prospectus, as amended and supplemented. 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.
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<PAGE>
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 services
through its operating locations and the pre-need selling of cemetery and
cremation services through certain of its operating locations. As at March 31,
1996, the Company operated 868 funeral homes (not all of which are wholly owned)
and 209 cemeteries throughout North America. Over 90% of the Company's revenues
are derived from United States operations. Loewen Group International, Inc., a
Delaware corporation and a wholly-owned subsidiary of Loewen, serves as a
holding company for such United States operations.
The funeral service industry historically has been characterized by low
business risk compared with most other businesses and has not been significantly
affected by economic or market cycles. Future demographic trends are expected
to contribute to the continued stability of the funeral service industry. In
addition, the funeral service industry in North America is highly fragmented,
consisting primarily of small, stable, family-owned funeral homes. The Company
capitalizes on these attractive industry fundamentals through a growth strategy
that emphasizes three principal components: (i) acquiring a significant number
of small, family-owned funeral homes and cemeteries; (ii) acquiring "strategic"
operations consisting predominantly of large, multi-location urban properties
that generally serve as platforms for acquiring small, family-owned businesses
in surrounding regions; and (iii) improving the revenue and profitability of
newly-acquired and established locations. In 1995, the Company acquired 177
funeral homes and 64 cemeteries for total consideration of approximately $488
million. During the three months ended March 31, 1996, the Company acquired 53
funeral homes, 30 cemeteries and two insurance companies for total consideration
of approximately $265 million.
Loewen was incorporated in 1985 under the laws of British Columbia, Canada.
Loewen's principal executive offices are located at 4126 Norland Avenue,
Burnaby, British Columbia, Canada, V5G 3S8; telephone (604) 299-9321.
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<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
(in thousands of U.S.$, except per share data and operating data)
Set forth below are certain selected consolidated financial and other data
of the Company for the periods indicated. This information should be read in
conjunction with the Company's 1995 Consolidated Financial Statements and other
information included or incorporated by reference herein. The selected
consolidated financial data for each of the years in the five year period ended
December 31, 1995 are derived from the Company's audited consolidated financial
statements and notes thereto, which have been prepared in accordance with
Canadian GAAP. The selected consolidated financial data for the quarters ended
March 31, 1996 and 1995 are derived from the unaudited interim consolidated
financial statements of the Company, which in management's opinion reflect all
adjustments that are of a normal, recurring nature necessary for a fair
presentation. Interim results are not necessarily indicative of the results that
may be expected for any other interim period or for a full year.
The financial results for the year ended December 31, 1995 include
provisions for the costs of settlements of two significant legal proceedings,
litigation-related finance costs and certain additional legal and general and
administrative costs.
<TABLE>
<CAPTION>
CANADIAN GAAP FOR THE QUARTER ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
-------------------------- ----------------------------------------------------------------
1996 1995 1995 1994 (1) 1993 (1) 1992 (1) 1991 (1)
----------- ----------- --------- --------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue.................... $ 193,084 $130,059 $ 599,939 $ 417,328 $303,011 $218,907 $162,605
Gross margin............... 73,543 53,622 226,808 158,854 115,118 83,708 63,087
Earnings from operations... 45,221 34,720 119,053 95,113 65,697 50,563 39,053
Net earnings (loss)........ 17,223 14,057 (76,684) 38,494 28,182 19,766 14,425
Basic earnings (loss) per
share (2)................. 0.30 0.34 (1.69) 0.97 0.77 0.59 0.46
Fully diluted earnings
(loss) per share (2) (3).. 0.30 0.34 (1.69) 0.97 0.76 0.58 0.46
OTHER FINANCIAL DATA:
Depreciation and $ 11,642 $ 8,396 $ 40,103 $ 28,990 $ 21,196 $ 16,059 $ 11,053
amortization..............
Aggregate dividends
declared per share........ 0.050 -- 0.050 0.070 0.045 0.030 0.015
AS AT MARCH 31, AS AT DECEMBER 31,
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1996 1995 1995 1994 (1) 1993 (1) 1992 (1) 1991 (1)
----------- ----------- --------- --------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets............... $2,705,660 $1,581,616 $2,262,980 $1,326,275 $913,661 $675,111 $518,492
Total long-term debt (4)... 1,009,092 677,355 934,509 516,654 341,977 246,715 193,853
Preferred securities of 75,000 75,000 75,000 75,000 -- -- --
subsidiary................
Shareholders' equity....... 923,796 427,702 614,682 411,139 325,890 236,317 172,394
OPERATING DATA:
Number of funeral home
locations (5)............. 868 687 815 641 533 451 365
Number of funeral services. 35,278 27,535 114,319 93,760 78,847 63,516 52,212
Number of cemeteries (5)... 209 150 179 116 70 38 23
</TABLE>
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(1) Certain of the comparative figures have been reclassified to conform to the
presentation adopted in 1995.
(2) Earnings (loss) per share reflect the two-for-one subdivision of Common
Shares in June 1991.
(3) Fully diluted earnings (loss) per share figures assume exercise, if
dilutive, of employee and other stock options effective on their dates of
issue and that the funds derived therefrom were invested at annual after-
tax rates of return ranging from 5.85% to 8.49%, in accordance with
Canadian GAAP.
(4) Total long-term debt comprises long-term debt, including current portion.
(5) The numbers of locations for 1994 and 1993 include adjustments and
consolidations related to prior periods.
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<PAGE>
Had the Company's Consolidated Financial Statements been prepared in
accordance with U.S. GAAP (see Note 21 to the Company's 1995 Consolidated
Financial Statements), selected consolidated financial data would be as follows:
<TABLE>
<CAPTION>
U.S. GAAP FOR THE QUARTER ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
------------------------ ---------------------------------------------------------------------
1996 1995 1995 1994 (1) 1993 (1) 1992 (1) 1991 (1)
----------- ---------- ------------ ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue...................... $ 193,084 $ 130,059 $ 599,939 $ 417,479 $308,402 $239,452 $185,993
Earnings from operations..... 44,461 34,417 117,376 94,758 66,711 54,838 43,692
Earnings (loss) before
cumulative effect of change
in accounting principles.... 17,647 14,210 (75,800) 39,652 28,912 21,330 15,893
Fully diluted earnings
(loss) per
share before cumulative 0.31 0.34 (1.67) 0.98 0.77 0.62 0.50
effect of change in
accounting principles (2)...
OTHER FINANCIAL DATA:
Aggregate dividends declared
per share................... 0.050 -- 0.050 0.070 0.047 0.033 0.017
AS AT MARCH 31, AS AT DECEMBER 31,
------------------------ ---------------------------------------------------------------------
1996 1995 1995 1994 (1) 1993 (1) 1992 (1) 1991 (1)
----------- ---------- ------------ ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets................. $2,816,690 $1,611,858 $2,345,874 $1,329,928 $ 921,342 $ 702,096 $ 592,666
Total long-term debt (3)..... 1,009,092 677,355 894,509 516,654 341,977 256,577 221,736
Preferred securities of 75,000 75,000 75,000 75,000 -- -- --
subsidiary..................
Shareholders' equity......... 900,544 402,750 519,006 385,950 299,059 245,472 196,071
</TABLE>
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(1) Certain of the comparative figures have been reclassified to conform to the
presentation adopted in 1995.
(2) Earnings (loss) per share reflect the two-for-one subdivision of Common
Shares in June 1991.
(3) Total long-term debt comprises long-term debt, including current portion.
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<PAGE>
USE OF PROCEEDS
This Prospectus relates to Common Shares that may be offered and issued
from time to time in connection with the acquisition by the Company of funeral
home, cemetery and related businesses or properties. Other than the businesses
or properties acquired, there will be no proceeds to Loewen from these
offerings. If this Prospectus is used by a Selling Shareholder (as defined) in a
public reoffering or resale of Common Shares acquired pursuant to this
Prospectus, the Company will not receive any proceeds from such reoffering or
resale by the Selling Shareholder.
PLAN OF DISTRIBUTION
Common Shares issued hereunder may be issued in mergers or consolidations,
in exchange for shares of capital stock, partnership interests or other assets
representing an interest in other companies or other entities, or in exchange
for assets, including assets constituting all or substantially all of the assets
and businesses of such companies or entities. The terms of, including the
consideration for, such acquisitions generally will be determined by
negotiations between the Company's representatives and the owners or controlling
persons of the businesses or properties to be acquired. The consideration paid
to such owners or controlling persons may include consideration other than, or
in addition to, Common Shares. Such acquisitions generally will not involve the
payment of underwriting fees or discounts, except that finders' fees may be paid
at times. In addition, the Company may provide price guarantees for the Common
Shares and may make up any shortfall by issuing additional Common Shares under
this Prospectus or in cash. The Company may lease property from, and enter into
employment, management or consulting agreements and non-competition agreements
with, the former owners and key personnel of the businesses or properties to be
acquired.
It is anticipated that Common Shares issued in connection with any such
acquisition will be valued at a price reasonably related to the market value of
the Common Shares at or about the time the terms of the acquisition are agreed
upon, or at or about the time of the closing of the transaction. Other than the
businesses or properties acquired, there will be no proceeds to the Company from
the issuance of Common Shares offered hereby.
RESALES
The Common Shares issued hereunder will be freely transferable under the
Securities Act, except for securities issued to any person deemed to be an
"affiliate" of an acquired business or property for purposes of Rule 145 under
the Securities Act. Certain affiliates ("Selling Shareholders") may be
permitted in writing by Loewen to use this Prospectus to offer and sell Common
Shares pursuant to the Registration Statement of which this Prospectus is a
part.
Selling Shareholders may offer and sell Common Shares from time to time in
ordinary brokerage transactions on the Nasdaq National Market or any other
principal securities exchange on which the Common Shares are then trading at the
prices prevailing at the time of such sales, and from time to time the Selling
Shareholders may engage in short sales, or short sales against the box, of the
Common Shares; provided, however, that Selling Shareholders will not be
authorized to use this Prospectus for any offer or sale of Common Shares without
first providing prior notice to and obtaining the consent of Loewen. Brokers
executing orders are expected to charge normal commissions. Any such broker may
be deemed to be an underwriter within the meaning of the Securities Act, and any
commissions earned by such broker may be deemed to be underwriting discounts and
commissions under such Act. The Company will pay all expenses of registration
and of preparing and reproducing this Prospectus, but will not receive any part
of the proceeds of the sale of any Common Shares by Selling Shareholders.
Selling Shareholders will pay all brokerage commissions and other expenses. In
connection with the sales, Selling Shareholders and any brokers participating in
such sales may be deemed to be underwriters within the meaning of the Securities
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<PAGE>
Act. Any profits realized on sales by such persons may be regarded as
underwriting compensation. A supplement or amendment to this Prospectus, if
required, will be filed with the Commission under the Securities Act that
discloses certain information relating to the resale.
EXPERTS
The consolidated financial statements of the Company 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 financial statements have been so incorporated in reliance on
such report given on the authority of KPMG as experts in accounting and
auditing.
LEGAL MATTERS
Russell & DuMoulin, Canadian counsel to Loewen, will pass upon (i) the
validity of the Common Shares and (ii) statements as to the enforceability of
certain United States securities laws under the caption "Enforceability of
Certain Civil Liabilities."
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
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 Common
Shares seeking to enforce Loewen's obligations under such securities to effect
service within the United States upon Loewen (although it may be possible to
effect service upon the 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.
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<PAGE>
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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. 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 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.
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TABLE OF CONTENTS
Available Information...................................... 2
Incorporation of Certain Documents by Reference............ 2
Financial Information...................................... 3
Disclosure Regarding Forward-Looking Statements ........... 3
The Company................................................ 4
Selected Consolidated Financial and Other Data............. 5
Use of Proceeds............................................ 7
Plan of Distribution....................................... 7
Resales.................................................... 7
Experts.................................................... 8
Legal Matters.............................................. 8
Enforceability of Certain Civil Liabilities................ 8
===============================================================================
===============================================================================
5,000,000 SHARES
THE LOEWEN GROUP INC.
COMMON SHARES
[LOGO]
---------------------
PROSPECTUS
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August 7, 1996
===============================================================================
