<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1996
REGISTRATION NOS. 333-03135 AND 333-03135-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
LOEWEN GROUP INTERNATIONAL, INC. THE LOEWEN GROUP INC.
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
DELAWARE BRITISH COLUMBIA
(State or other jurisdiction of incorporation or organization)
7261 7261
(Primary Standard Industrial Classification Code Number)
61-1264590 98-0121376
(I.R.S. Employer Identification Number)
50 EAST RIVERCENTER BOULEVARD 4126 NORLAND AVENUE
SUITE 800 BURNABY, BRITISH COLUMBIA
COVINGTON, KENTUCKY 41011 CANADA V5G 3S8
(606) 431-6663 (604) 299-9321
(Address, including zip or postal code, and telephone number, including area
code, of registrants' principal executive offices)
THE CORPORATION TRUST COMPANY TIMOTHY R. HOGENKAMP
1209 ORANGE STREET LOEWEN GROUP INTERNATIONAL, INC.
WILMINGTON, DELAWARE 19801 50 EAST RIVERCENTER BOULEVARD, SUITE 800
(302) 658-7581 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
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 securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
---------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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.
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- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
LGII
Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such director, officer, employee or agent in connection
with threatened, pending or completed actions, suits and proceedings (other
than actions by or in the right of the corporation ) in or to which any of
such persons is a party or is threatened to be made a party.
Section 5.01 of the By-laws of LGII provides that LGII may indemnify its
directors, officers, employees and agents to the fullest extent permitted by
Delaware Law, including the advancement of funds, provided that such person
acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of LGII and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful.
The Board of Directors of LGII has determined that the expenses of the
officers named in the Shareholder Suits incurred in defending the Shareholder
Suits should be paid by LGII from time to time in advance of the final
disposition of such proceedings, subject to each such individual entering into
an undertaking to repay all amounts paid by LGII if it is ultimately
determined that such individual is not entitled to be indemnified by LGII
under the Delaware General Corporation Law.
LOEWEN
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 or former 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
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
Number Description
------- -----------
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY-HOLDERS, INCLUDING
INDENTURES
4.1 Indenture, dated as of March 20, 1996, by and between LGII,
Loewen, as guarantor of the obligations of LGII under the
Indenture, and Fleet National Bank of Connecticut, as
Trustee, with respect to Senior Guaranteed Notes of LGII (1)
4.2 Purchase Agreement, dated as of March 13, 1996, by and
between LGII, Loewen and the Initial Purchasers*
4.3 Receipt Agreement, dated as of January 3, 1996, for the
Cumulative Redeemable Convertible First Preferred Shares
Series C of Loewen (1)
4.4 Shareholder Protection Rights Plan, dated as of April 20,
1990, as amended on May 24, 1990 and April 7, 1994 and
reconfirmed on May 17, 1995 (2)
4.5 Amended and Restated Multicurrency Credit Agreement, dated
as of May 11, 1995, by and between LGII, as borrower,
Loewen, as guarantor, the banks named therein as lenders and
The First National Bank of Chicago, as agent for the banks
named therein as lenders (3)
4.6 Multicurrency Credit Agreement, dated as of May 11, 1995, by
and between LGII, as borrower, Loewen, as guarantor, the
banks named therein as lenders and The First National Bank
of Chicago, as agent for the banks named therein as lenders
(3)
4.7 Zero Coupon Loan Agreement, dated as of November 1, 1994, by
and between WLSP Investment Partners I, Neweol Finance B.V.,
Electrolux Holdings B.V., Man Producten Rotterdam B.V.,
Adinvest A.G., and Wachovia Bank of Georgia, N.A. (2)
4.8 MIPS Guarantee Agreement, dated August 15, 1994 (4)
4.9 Indenture, dated as of August 15, 1994, by and between LGII,
as issuer, Loewen, as guarantor, and State Street Bank and
Trust Company, as trustee with respect to 9.45% Junior
Subordinated Debentures, Series A, due 2024, issued by LGII
and guaranteed by Loewen (4)
4.10 Exchange Acknowledgment by Loewen, with respect to the 1994
Exchangeable Floating Rate Debentures due July 15, 2001
issued by LGII, dated June 15, 1994 (2)
4.11 1994 MEIP Credit Agreement, dated as of June 14, 1994, by
and between Loewen Management Investment Corporation, in its
capacity as agent for LGII ("LMIC"), Loewen and the banks
listed therein (the "MEIP Banks") and Wachovia Bank of
Georgia, N.A., as agent for the MEIP Banks ("MEIP Agent")
(2)
4.12 Guaranty dated as of June 14, 1994 by Loewen in favor of the
MEIP Agent for the ratable benefit of the MEIP Banks (2)
4.13 Guaranty dated as of June 14, 1994 by LGII in favor of the
MEIP Agent for the ratable benefit of the MEIP Banks (2)
4.14 Security Agreement, dated as of June 14, 1994, by and
between LMIC and the MEIP Agent (2)
4.15 Note Agreement, dated for reference September 1, 1993, by
and between Loewen and LGII re 9.62% Senior Guaranteed
Notes, Series D, due September 11, 2003, issued by Loewen
("Series D Notes"), as amended on June 10, 1994 (2)
II-2
<PAGE>
Exhibit
Number Description
------- -----------
4.16 Note Agreement by LGII and Loewen re 6.49% Senior Guaranteed
Notes, Series E, due February 25, 2004, issued by LGII
("Series E Notes"), dated for reference February 1, 1994 (2)
4.17 Guaranty Agreement by Loewen re Series E Notes, dated for
reference February 1, 1994 (2)
4.18 Guaranty Agreement by LGII re Series D Notes, dated for
reference April 1, 1993 (2)
4.19 Note Agreement by Loewen and LGII re 9.70% Senior Guaranteed
Notes, Series A, due November 1, 1998, issued by LGII
("Series A Notes"), 9.93% Senior Guaranteed Notes, Series B,
due November 1, 2001, issued by LGII ("Series B Notes"), and
9.70% Senior Guaranteed Notes, Series C, due November 1,
1998, issued Loewen ("Series C Notes"), dated for reference
October 1, 1991 (2)
4.20 Guaranty Agreement by Loewen re Series A Notes and Series B
Notes, dated for reference October 1, 1991 (2)
4.21 Guaranty Agreement by LGII re Series C Notes, dated for
reference October 1, 1991 (2)
4.22 Form of Senior Guarantee of the Notes (included in Exhibit
4.1) (1)
4.23 Form of Global Outstanding Note (included in Exhibit 4.1)
(1)
4.24 Form of Physical Outstanding Note (included in Exhibit 4.1)
(1)
4.25 Form of Global Exchange Note*
4.26 Form of Physical Exchange Note*
4.27 Credit Agreement, dated as of May 15, 1996, among LGII, as
borrower, Loewen, as a guarantor, the lenders named therein,
as the lenders, Goldman, Sachs & Co., as the documentation
agent and Bank of Montreal, as issuer, swingline lender and
agent*
4.28 Collateral Trust Agreement, dated as of May 15, 1996, among
Bankers Trust Company, as trustee, TLGI, LGII and various
other pledgers*
4.29 Second Amendment, dated for reference May 15, 1996, to Note
Agreements, dated for reference October 1, 1991, among
Loewen, LGII and institutions named therein, re Series A
Notes, Series B Notes and Series C Notes*
4.30 Second Amendment, dated for reference May 15, 1996, to Note
Agreements, dated for reference September 1, 1993, among
Loewen, LGII and institutions named therein, re Series D
Notes*
4.31 Second Amendment, dated for reference May 15, 1996, to Note
Agreements, dated for reference February 1, 1994, among
Loewen, LGII and Teachers Insurance and Annuity Association
of America, re Series E Notes*
4.32 Loewen and LGII hereby agree to furnish to the Commission,
upon request, a copy of the instruments which define the
rights of holders of long-term debt of the Company. None of
such instruments not included as exhibits herein
collectively represents long-term debt in excess of 10% of
the consolidated total assets of the Company.
5 OPINIONS RE LEGALITY
5.1 Opinion of Thelen, Marrin, Johnson & Bridges as to the
legality of the Exchange Notes*
5.2 Opinion of Russell & DuMoulin as to the legality of the
Guarantees with respect to the Exchange Notes*
II-3
<PAGE>
Exhibit
Number Description
------- -----------
8 OPINIONS AS TO TAX MATTERS
8.1 Opinion of Thelen, Marrin, Johnson & Bridges as to U.S.
federal tax matters
8.2 Opinion of Russell & DuMoulin as to Canadian
federal tax matters*
11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (1)(5)
12 STATEMENT RE COMPUTATION OF RATIOS
12.1 Statement re Computation of Earnings to Fixed
Charges Ratio (Canadian GAAP)*
12.2 Statement re Computation of Earnings to Fixed
Charges Ratio (U.S. GAAP)*
23 CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Thelen, Marrin, Johnson & Bridges
(included in Exhibits 5.1 and 8.1)
23.2 Consent of Russell & DuMoulin (included in Exhibits
5.2 and 8.2)
23.3 Consent of KPMG*
23.4 Consent of Price Waterhouse LLP*
23.5 Consent of Richter, Usher & Vineberg*
23.6 Consent of Altschuler, Melvion and Glasser LLP*
23.7 Consents of Keith J. Schulte Accountancy Corporation*
23.8 Consents of Hirsch, Oelbaum, Bram & Hanover*
23.9 Consent of The Dun & Bradstreet Corporation*
23.10 Consent of KPMG Peat Marwick LLP*
23.11 Consent of KPMG*
23.12 Consent of Peat Marwick*
24 POWERS OF ATTORNEY
24.1 Loewen Group International, Inc. Powers of
Attorney*
24.2 The Loewen Group Inc. Powers of Attorney*
24.3 Powers of Attorney of the Principal Financial
Officer and Principal Accounting Officer of Loewen
and LGII*
25 STATEMENT OF ELIGIBILITY OF TRUSTEE*
99 ADDITIONAL EXHIBITS
99.1 Form of Transmittal Letter*
99.2 Form of Notice of Guaranteed Delivery*
- --------
* Previously filed
(1) Incorporated by reference from Loewen's Annual Report on Form 10-K for the
year ended December 31, 1995, filed on March 28, 1996
(2) Incorporated by reference from Loewen's Annual Report on Form 10-K for the
year ended December 31, 1994, filed on March 31, 1995
(3) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, filed on May 11, 1995
(4) Incorporated by reference from the combined Form F-9/F-3 Registration
Statements filed by Loewen and LGII, respectively, (Nos. 33-81032 and 33-
81034) with the Commission on July 1, 1994, as amended on July 11, 1994,
July 22, 1994 and August 2, 1994
(5) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed on August 14, 1996.
(b) Financial Statement Schedules
None.
II-4
<PAGE>
ITEM 22. UNDERTAKINGS
(a) Undertakings required by Item 512 of Regulation S-K
(a) The undersigned registrants hereby undertake:
(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
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.
(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) Loewen hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Loewen's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act 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 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.
(b) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(c) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants 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, on this 4th day of September, 1996.
Loewen Group International, Inc., a
Delaware corporation
By:
/s/ Paul Wagler
---------------------------------
Paul Wagler
Senior Vice-President, Finance
and
Chief Financial Officer
The Loewen Group Inc., a corporation
under the laws of British Columbia
By:
/s/ Paul Wagler
---------------------------------
Paul Wagler
Senior Vice-President, Finance
and
Chief Financial Officer
II-6
<PAGE>
LOEWEN GROUP INTERNATIONAL, INC.
SIGNATURES
Pursuant to the requirements of the Securities Act, this amendment to the
registration statement on Form S-4 has been signed by the following persons in
the capacities and on the date indicated.
September 4, 1996 /s/ Raymond L. Loewen*
- ----------------- ---------------------------------------------------------
Date Raymond L. Loewen
Chairman of the Board, Chief Executive Officer and
Director
(Principal Executive Officer)
September 4, 1996 /s/ Timothy R. Hogenkamp*
- ----------------- ---------------------------------------------------------
Date Timothy R. Hogenkamp
President and Chief Operating Officer and Director
(Principal Executive Officer)
September 4, 1996 /s/ Paul Wagler
- ----------------- ---------------------------------------------------------
Date Paul Wagler
Senior Vice-President, Finance and Chief Financial
Officer
(Principal Financial Officer)
September 4, 1996 /s/ William G. Ballantyne*
- ----------------- ---------------------------------------------------------
Date William G. Ballantyne
Senior Vice-President, Financial Control and
Administration
(Principal Accounting Officer)
September 4, 1996 /s/ George M. Amato*
- ----------------- ---------------------------------------------------------
Date George M. Amato
Director
September 4, 1996 /s/ Gordon S. Bigelow*
- ----------------- ---------------------------------------------------------
Date Gordon S. Bigelow
Director
September 4, 1996 /s/ J.C. Carothers, Jr.*
- ----------------- ---------------------------------------------------------
Date J.C. Carothers, Jr.
Director
- ----------------- ---------------------------------------------------------
Date H. Steven Childress
Director
II-7
<PAGE>
September 4, 1996 /s/ Bruce E. Earthman*
- ----------------- ---------------------------------------------------------
Date Bruce E. Earthman
Director
September 4, 1996 /s/ Edward J. Fitzgerald*
- ----------------- ---------------------------------------------------------
Date Edward J. Fitzgerald
Director
September 4, 1996 /s/ Honorine T. Flanagan*
- ----------------- ---------------------------------------------------------
Date Honorine T. Flanagan
Director
September 4, 1996 /s/ Thomas F. Glodek*
- ----------------- ---------------------------------------------------------
Date Thomas F. Glodek
Director
September 4, 1996 /s/ Earl A. Grollman*
- ----------------- ---------------------------------------------------------
Date Earl A. Grollman
Director
September 4, 1996 /s/ Mary M. Howard*
- ----------------- ---------------------------------------------------------
Date Mary M. Howard
Director
September 4, 1996 /s/ Peter S. Hyndman*
- ----------------- ---------------------------------------------------------
Date Peter S. Hyndman
Director
September 4, 1996 /s/ Albert S. Lineberry, Jr.*
- ----------------- ---------------------------------------------------------
Date Albert S. Lineberry, Jr.
Director
September 4, 1996 /s/ Michael L. Loudon
- ----------------- ---------------------------------------------------------
Date Michael L. Loudon
Director
II-8
<PAGE>
September 4, 1996 /s/ John E. Malletta, Sr.*
- ----------------- ---------------------------------------------------------
Date John E. Malletta, Sr.
Director
September 4, 1996 /s/ Hoyt Mayes*
- ----------------- ---------------------------------------------------------
Date Hoyt Mayes
Director
September 4, 1996 /s/ Lawrence Miller*
- ----------------- ---------------------------------------------------------
Date Lawrence Miller
Director
September 4, 1996 /s/ J. David Mullins*
- ----------------- ---------------------------------------------------------
Date J. David Mullins
Director
September 4, 1996 /s/ David F. Riemann*
- ----------------- ---------------------------------------------------------
Date David F. Riemann
Director
September 4, 1996 /s/ Robert D. Russell*
- ----------------- ---------------------------------------------------------
Date Robert D. Russell
Director
September 4, 1996 /s/ Michael L. Schweer*
- ----------------- ---------------------------------------------------------
Date Michael L. Schweer
Director
September 4, 1996 /s/ Bill Seale*
- ----------------- ---------------------------------------------------------
Date Bill Seale
Director
September 4, 1996 /s/ William R. Shane*
- ----------------- ---------------------------------------------------------
Date William R. Shane
Director
II-9
<PAGE>
September 4, 1996 /s/ David J. Shipper*
- ----------------- ---------------------------------------------------------
Date David J. Shipper
Director
September 4, 1996 /s/ Sandra C. Strong*
- ----------------- ---------------------------------------------------------
Date Sandra C. Strong
Director
September 4, 1996 /s/ Robert L. Studley*
- ----------------- ---------------------------------------------------------
Date Robert L. Studley
Director
September 4, 1996 /s/ Robert A. Weinstein*
- ----------------- ---------------------------------------------------------
Date Robert A. Weinstein
Director
September 4, 1996 /s/ John R. Wright, Sr.*
- ----------------- ---------------------------------------------------------
Date John R. Wright, Sr.
Director
*By: /s/ Paul Wagler
-------------------------------
Paul Wagler
Attorney-in-fact
II-10
<PAGE>
THE LOEWEN GROUP INC.
SIGNATURES
Pursuant to the requirements of the Securities Act, this amendment to the
registration statement on Form S-4 has been signed by the following persons in
the capacities and on the date indicated.
September 4, 1996 /s/ Raymond L. Loewen*
- ----------------- ---------------------------------------------------------
Date Raymond L. Loewen
Chairman of the Board and Chief Executive Officer and
Director
(Principal Executive Officer)
September 4, 1996 /s/ Timothy R. Hogenkamp*
- ----------------- ---------------------------------------------------------
Date Timothy R. Hogenkamp
President and Chief Operating Officer and Director
(Principal Executive Officer)
September 4, 1996 /s/ Paul Wagler
- ----------------- ---------------------------------------------------------
Date Paul Wagler
Senior Vice-President, Finance and Chief Financial
Officer and Director
(Principal Financial Officer)
September 4, 1996 /s/ William G. Ballantyne*
- ----------------- ---------------------------------------------------------
Date William G. Ballantyne
Senior Vice-President, Financial Control and
Administration
(Principal Accounting Officer)
September 4, 1996 /s/ Kenneth S. Bagnell*
- ----------------- ---------------------------------------------------------
Date Kenneth S. Bagnell
Director
September 4, 1996 /s/ The Honorable J. Carter Beese, Jr.*
- ----------------- ---------------------------------------------------------
Date The Honorable J. Carter Beese, Jr.
Director
September 4, 1996 /s/ Earl A. Grollman*
- ----------------- ---------------------------------------------------------
Date Earl A. Grollman
Director
II-11
<PAGE>
September 4, 1996 /s/ Harold E. Hughes*
- ----------------- ---------------------------------------------------------
Date Harold E. Hughes
Director
September 4, 1996 /s/ Peter S. Hyndman*
- ----------------- ---------------------------------------------------------
Date Peter S. Hyndman
Director
September 4, 1996 /s/ Albert S. Lineberry, Sr.*
- ----------------- ---------------------------------------------------------
Date Albert S. Lineberry, Sr.
Director
September 4, 1996 /s/ Charles B. Loewen*
- ----------------- ---------------------------------------------------------
Date Charles B. Loewen
Director
September 4, 1996 /s/ Robert B. Lundgren*
- ----------------- ---------------------------------------------------------
Date Robert B. Lundgren
Director
September 4, 1996 /s/ James D. McLennan*
- ----------------- ---------------------------------------------------------
Date James D. McLennan
Director
September 4, 1996 /s/ Ernest G. Penner*
- ----------------- ---------------------------------------------------------
Date Ernest G. Penner
Director
/s/ The Right Honourable John N. Turner, P.C., C.C.,
September 4, 1996 Q.C.*
- ----------------- ---------------------------------------------------------
Date The Right Honourable John N. Turner, P.C., C.C., Q.C.
Director
*By: /s/ Paul Wagler
-------------------------------
Paul Wagler
Attorney-in-fact
II-12
<PAGE>
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is Loewen's authorized representative in the United States.
September 4, 1996 /s/ Timothy R. Hogenkamp*
- ----------------- --------------------------------------------
Date Timothy R. Hogenkamp
*By: /s/ Paul Wagler
-------------------------------
Paul Wagler
Attorney-in-fact
II-13
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY-HOLDERS, INCLUDING
INDENTURES
4.1 Indenture, dated as of March 20, 1996, by and
between LGII, Loewen, as guarantor of the
obligations of LGII under the Indenture, and Fleet
National Bank of Connecticut, as Trustee, with
respect to Senior Guaranteed Notes of LGII (1)
4.2 Purchase Agreement, dated as of March 13, 1996, by
and between LGII, Loewen and the Initial
Purchasers*
4.3 Receipt Agreement, dated as of January 3, 1996, for
the Cumulative Redeemable Convertible First
Preferred Shares Series C of Loewen (1)
4.4 Shareholder Protection Rights Plan, dated as of
April 20, 1990, as amended on May 24, 1990 and
April 7, 1994 and reconfirmed on May 17, 1995 (2)
4.5 Amended and Restated Multicurrency Credit
Agreement, dated as of May 11, 1995, by and between
LGII, as borrower, Loewen, as guarantor, the banks
named therein as lenders and The First National
Bank of Chicago, as agent for the banks named
therein as lenders (3)
4.6 Multicurrency Credit Agreement, dated as of May 11,
1995, by and between LGII, as borrower, Loewen, as
guarantor, the banks named therein as lenders and
The First National Bank of Chicago, as agent for
the banks named therein as lenders (3)
4.7 Zero Coupon Loan Agreement, dated as of November 1,
1994, by and between WLSP Investment Partners I,
Neweol Finance B.V., Electrolux Holdings B.V., Man
Producten Rotterdam B.V., Adinvest A.G., and
Wachovia Bank of Georgia, N.A. (2)
4.8 MIPS Guarantee Agreement, dated August 15, 1994 (4)
4.9 Indenture, dated as of August 15, 1994, by and
between LGII, as issuer, Loewen, as guarantor, and
State Street Bank and Trust Company, as trustee
with respect to 9.45% Junior Subordinated
Debentures, Series A, due 2024, issued by LGII and
guaranteed by Loewen (4)
4.10 Exchange Acknowledgment by Loewen, with respect to
the 1994 Exchangeable Floating Rate Debentures due
July 15, 2001 issued by LGII, dated June 15, 1994
(2)
4.11 1994 MEIP Credit Agreement, dated as of June 14,
1994, by and between Loewen Management Investment
Corporation, in its capacity as agent for LGII
("LMIC"), Loewen and the banks listed therein (the
"MEIP Banks") and Wachovia Bank of Georgia, N.A.,
as agent for the MEIP Banks ("MEIP Agent") (2)
4.12 Guaranty dated as of June 14, 1994 by Loewen in
favor of the MEIP Agent for the ratable benefit of
the MEIP Banks (2)
4.13 Guaranty dated as of June 14, 1994 by LGII in favor
of the MEIP Agent for the ratable benefit of the
MEIP Banks (2)
<PAGE>
Exhibit
Number Description
------- -----------
4.14 Security Agreement, dated as of June 14, 1994, by
and between LMIC and the MEIP Agent (2)
4.15 Note Agreement, dated for reference September 1,
1993, by and between Loewen and LGII re 9.62%
Senior Guaranteed Notes, Series D, due September
11, 2003, issued by Loewen ("Series D Notes"), as
amended on June 10, 1994 (2)
4.16 Note Agreement by LGII and Loewen re 6.49% Senior
Guaranteed Notes, Series E, due February 25, 2004,
issued by LGII ("Series E Notes"), dated for
reference February 1, 1994 (2)
4.17 Guaranty Agreement by Loewen re Series E Notes,
dated for reference February 1, 1994 (2)
4.18 Guaranty Agreement by LGII re Series D Notes, dated
for reference April 1, 1993 (2)
4.19 Note Agreement by Loewen and LGII re 9.70% Senior
Guaranteed Notes, Series A, due November 1, 1998,
issued by LGII ("Series A Notes"), 9.93% Senior
Guaranteed Notes, Series B, due November 1, 2001,
issued by LGII ("Series B Notes"), and 9.70% Senior
Guaranteed Notes, Series C, due November 1, 1998,
issued Loewen ("Series C Notes"), dated for
reference October 1, 1991 (2)
4.20 Guaranty Agreement by Loewen re Series A Notes and
Series B Notes, dated for reference October 1, 1991
(2)
4.21 Guaranty Agreement by LGII re Series C Notes, dated
for reference October 1, 1991 (2)
4.22 Form of Senior Guarantee of the Notes (included in
Exhibit 4.1) (1)
4.23 Form of Global Outstanding Note (included in
Exhibit 4.1) (1)
4.24 Form of Physical Outstanding Note (included in
Exhibit 4.1) (1)
4.25 Form of Global Exchange Note*
4.26 Form of Physical Exchange Note*
4.27 Credit Agreement, dated as of May 15, 1996, among
LGII, as borrower, Loewen, as a guarantor, the
lenders named therein, as the lenders, Goldman,
Sachs & Co., as the documentation agent and Bank of
Montreal, as issuer, swingline lender and agent*
4.28 Collateral Trust Agreement, dated as of May 15,
1996, among Bankers Trust Company, as trustee,
TLGI, LGII and various other pledgers*
4.29 Second Amendment, dated for reference May 15, 1996,
to Note Agreements, dated for reference October 1,
1991, among Loewen, LGII and institutions named
therein, re Series A Notes, Series B Notes and
Series C Notes*
4.30 Second Amendment, dated for reference May 15, 1996,
to Note Agreements, dated for reference September
1, 1993, among Loewen, LGII and institutions named
therein, re Series D Notes*
<PAGE>
Exhibit
Number Description
------- -----------
4.31 Second Amendment, dated for reference May 15, 1996,
to Note Agreements, dated for reference February 1,
1994, among Loewen, LGII and Teachers Insurance and
Annuity Association of America, re Series E Notes*
4.32 Loewen and LGII hereby agree to furnish to the
Commission, upon request, a copy of the instruments
which define the rights of holders of long-term
debt of the Company. None of such instruments not
included as exhibits herein collectively represents
long-term debt in excess of 10% of the consolidated
total assets of the Company.
5 OPINIONS RE LEGALITY
5.1 Opinion of Thelen, Marrin, Johnson & Bridges as to
the legality of the Exchange Notes*
5.2 Opinion of Russell & DuMoulin as to the legality of
the Guarantees with respect to the Exchange Notes*
8 OPINIONS AS TO TAX MATTERS
8.1 Opinion of Thelen, Marrin, Johnson & Bridges as to
U.S. federal tax matters
8.2 Opinion of Russell & DuMoulin as to Canadian
federal tax matters*
11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (1) (5)
12 STATEMENT RE COMPUTATION OF RATIOS
12.1 Statement re Computation of Earnings to Fixed
Charges Ratio (Canadian GAAP)*
12.2 Statement re Computation of Earnings to Fixed
Charges Ratio (U.S. GAAP)*
23 CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Thelen, Marrin, Johnson & Bridges
(included in Exhibits 5.1 and 8.1)
23.2 Consent of Russell & DuMoulin (included in Exhibits
5.2 and 8.2)
23.3 Consent of KPMG*
23.4 Consent of Price Waterhouse LLP*
23.5 Consent of Richter, Usher & Vineberg*
23.6 Consent of Altschuler, Melvion and Glasser LLP*
23.7 Consents of Keith J. Schulte Accountancy Corporation*
23.8 Consents of Hirsch, Oelbaum, Bram & Hanover*
23.9 Consent of The Dun & Bradstreet Corporation*
23.10 Consent of KPMG Peat Marwick LLP*
23.11 Consent of KPMG*
23.12 Consent of Peat Marwick*
<PAGE>
Exhibit
Number Description
------- -----------
24 POWERS OF ATTORNEY
24.1 Loewen Group International, Inc. Powers of
Attorney*
24.2 The Loewen Group Inc. Powers of Attorney*
24.3 Powers of Attorney of the Principal Financial Officer and
Principal Accounting Officer of Loewen and LGII*
25 STATEMENT OF ELIGIBILITY OF TRUSTEE*
99 ADDITIONAL EXHIBITS
99.1 Form of Transmittal Letter*
99.2 Form of Notice of Guaranteed Delivery*
- --------
* Previously filed
(1) Incorporated by reference from Loewen's Annual Report on Form 10-K for the
year ended December 31, 1995, filed on March 28, 1996
(2) Incorporated by reference from Loewen's Annual Report on Form 10-K for the
year ended December 31, 1994, filed on March 31, 1995
(3) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, filed on May 11, 1995
(4) Incorporated by reference from the combined Form F-9/F-3 Registration
Statements filed by Loewen and LGII, respectively, (Nos. 33-81032 and 33-
81034) with the Commission on July 1, 1994, as amended on July 11, 1994,
July 22, 1994 and August 2, 1994
(5) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed on August 14, 1996
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF THELEN, MARRIN, JOHNSON & BRIDGES]
September 3, 1996
Loewen Group International, Inc.
Suite 800
50 East RiverCenter Blvd.
Covington, KY 41011
Ladies and Gentlemen:
We have acted as United States counsel for Loewen Group International,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
of the Registration Statement on Form S-4 filed by the Company with the
Securities and Exchange Commission (the "SEC") on May 3, 1996, as amended by
Amendment No. 1 to Registration Statement filed on June 20, 1996, Amendment No.
2 to Registration Statement filed on August 26, 1996, Amendment No. 3 to
Registration Statement filed on September 3, 1996 and Post-Effective Amendment
No. 1 to Registration Statement to be filed on September 4, 1996 (the
"Registration Statement") respecting the offer by the Company to exchange Series
1 Exchange Notes for the Company's Series 1 Outstanding Notes and to exchange
Series 2 Exchange Notes for the Company's Series 2 Outstanding Notes.
You have requested our opinion with respect to the accuracy of the
discussions included in the Registration Statement under the heading "Certain
U.S. Federal Income Tax Considerations."
In our capacity as United States counsel for the Company, we have been
furnished with and have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company, agreements and
other instruments, certificates of officers and representative of the Company,
certificates of public officials and other documents as we have deemed necessary
to require as a basis for the opinion hereinafter expressed. In making such
examinations, we have assumed (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals; (iii) the conformity
to original documents of all documents submitted to us as certified copies or
photocopies; (iv) the identity and capacity of all individuals acting or
purporting to act as public officials; (v) that all representations and
statements set forth in the documents submitted to us are true
<PAGE>
Loewen Group International, Inc.
September 3, 1996
Page 2
and correct; and (vi) that all obligations imposed by any of the documents
submitted to us are enforceable in accordance with their terms.
We have also made such investigations and have reviewed such other
documents as we have deemed necessary or appropriate under the circumstances,
and have made such examinations of law as we have deemed appropriate for purpose
of giving the opinions expressed herein.
All capitalized terms used without definition in this letter have the
same meaning as in the Registration Statement.
Based on the foregoing, we are of the following opinion:
The statements concerning United States taxation set forth in the
Registration Statement under the heading "Certain U.S. Federal Income Tax
Considerations," to the extent that such statements represent matters of law or
legal conclusions, describe the material United States federal income tax
consequences expected to result to a holder of Series 1 Outstanding Notes who
exchanges such notes for Series 1 Exchange Notes and to a holder of Series 2
Outstanding Notes who exchanges such notes for Series 2 Exchange Notes, subject,
however, to the limitation set forth in the Registration Statement that the
statements apply only to Notes held as capital assets and do not purport to
address all aspects of federal income taxation or all tax considerations that
may be relevant to all categories of potential purchasers.
Our opinion is based on the Internal Revenue Code of 1986, as amended;
applicable Treasury regulations thereunder; judicial authority and
administrative rulings and practices now in effect, changes to any of which
after the date of the Registration Statement could apply on a retroactive basis
and affect the consequences described in the Registration Statement.
<PAGE>
Loewen Group International, Inc.
September 3, 1996
Page 3
We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. We further consent to the use of our name
under the heading "Legal Matters" in the prospectus filed with the SEC as a part
of the Registration Statement.
Very truly yours,
/s/ Thelen, Marrin, Johnson & Bridges
THELEN, MARRIN, JOHNSON & BRIDGES
JMM:JRB:rg
