<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA
(State or Other Jurisdiction of Incorporation or Organization)
98-0121376
(I.R.S. Employer Identification Number)
4126 NORLAND AVENUE
BURNABY, BRITISH COLUMBIA
CANADA V5G 3S8
(604) 299-9321
(Address, including postal or zip code, and telephone number, including area
code, of registrants' principal executive offices)
TIMOTHY R. HOGENKAMP
LOEWEN GROUP INTERNATIONAL, 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)
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 only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered solely in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of Registration Fee
to be Registered Registered Offering Price Offering Price (1)
Per Unit (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares without par value (2) 1,500,000 shares $28.50 $42,750,000 $14,741.38
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) 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 August 14,
1996.
(2) Each Common Share includes one Right to be issued under the Registrant's
Shareholder Protection Rights Plan Agreement.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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.
<PAGE>
================================================================================
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THE OFFERED SHARES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. OFFERED SHARES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF OFFERED
SHARES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
================================================================================
SUBJECT TO COMPLETION
PROSPECTUS
THE LOEWEN GROUP INC.
4126 Norland Avenue
[LOGO] Burnaby, British Columbia
Canada V5G 3S8
1,500,000 Common Shares
The Common shares without par value (the "Common Shares") of The Loewen
Group Inc., a corporation under the laws of British Columbia ("Loewen"),
offered hereby (the "Offered Shares") are being sold by certain shareholders
of Loewen (collectively, the "Selling Shareholders"). Loewen will receive
none of the proceeds from the sale of the Offered Shares. Information
regarding the Selling Shareholders is set forth herein under the heading
"Selling Shareholders."
The Common Shares currently are traded on the Nasdaq National Market
under the symbol "LWNG." On August 20, 1996, the closing price per Common
Share on the Nasdaq National Market was $29.00.
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.
Some or all of the Offered Shares may be offered for sale and sold from
time to time by the Selling Shareholders on the Nasdaq National Market (or
any national securities exchange in the United States on which the Common
Shares may then be listed), in privately negotiated transactions (which may
include block transactions) or otherwise. In addition, the Selling
Shareholders may engage in short sales, short sales against the box and
other transactions in the Common Shares or derivatives thereof, and may
pledge, sell, deliver or otherwise transfer the Offered Shares in connection
therewith. This Prospectus may be used by the Selling Shareholders or by any
broker-dealer who may participate in sales of the Offered Shares.
Participating broker-dealers may act as agents or principals or both and may
receive commissions, discounts or concessions in connection with sales or
other transfers of Offered Shares. See "Plan of Distribution." Loewen Group
International, Inc., a Delaware corporation and a wholly owned subsidiary of
Loewen ("LGII"), has agreed to pay the expenses of registering the Offered
Shares on behalf of the Selling Shareholders, other than broker-dealer
commissions, discounts or concessions and any legal fees incurred by the
Selling Shareholders in connection with sales of the Offered Shares.
No person is authorized by Loewen or the Selling Shareholders to give
any information or to make any representations other than those contained in
this Prospectus. Neither the delivery of this Prospectus nor any sale made
hereunder shall create any implication that there has not been a change in
the information contained herein since the date hereof.
-------------------
The date of this Prospectus is _____________, 1996
<PAGE>
AVAILABLE INFORMATION
Loewen has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with any
amendments, exhibits, annexes and schedules thereto, the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations thereunder, with respect
to the Offered Shares. 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.
INCORPORATION OF CERTAIN INFORMATION 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: (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 Reports on Form 10-Q for
the quarters ended March 31, 1996 (filed May 15, 1996) and June 30,1996
(filed August 14, 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, June 17, 1996 and August 7,
1996; (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 (v) 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 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
2
<PAGE>
offering of the Offered Shares 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.
LOEWEN WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED BY REFERENCE
HEREIN (OTHER THAN EXHIBITS TO ANY SUCH DOCUMENT UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENT). REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY OF LOEWEN, 4126
NORLAND AVENUE, BURNABY, BRITISH COLUMBIA, CANADA V5G 3S8; TELEPHONE NUMBER
(604) 299-9321.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain documents incorporated by reference in this Prospectus 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, earnings, capital structure and other financial
items, (ii) statements of the plans and objectives of the Company or its
management, (iii) statements of future economic performance of the Company
and (iv) 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. 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.
FINANCIAL INFORMATION
All dollar amounts in financial statements incorporated by reference
into this Prospectus are in United States dollars ("U.S.$" or "$") unless
otherwise indicated. References to "Cdn.$" are to Canadian dollars.
The consolidated financial statements of Loewen, its subsidiaries and
associated entities (the "Company") included in Loewen's reports filed
pursuant to the Exchange Act are prepared 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 consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, and in
Note 9 to the interim consolidated financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996. The consolidated financial statements of the Company for the year
ended December 31, 1993, and for prior 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 year ended December 31, 1994 and
subsequent periods in United
3
<PAGE>
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.
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 July 26, 1996, the Company operated 909 funeral homes
throughout North America. This included 796 funeral homes in the United
States (including locations in Puerto Rico) and 113 funeral homes in
Canada. In addition, as at such date, the Company operated 247 cemeteries
in the United States and six cemeteries in Canada. As at the close of
business on July 26, 1996, the Company had negotiated agreements for the
acquisition of a further 58 funeral homes and 55 cemeteries in the United
States and five funeral homes in Canada.
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.
4
<PAGE>
SELLING SHAREHOLDERS
Certain of the Selling Shareholders listed in the following table have
indicated their intention to sell some or all of the Offered Shares set
forth opposite their respective names. The following table assumes that
each of the Selling Shareholders will sell all of the Offered Shares set
forth opposite such Selling Shareholder's name. However, one or more of
the Selling Shareholders may sell only a small portion of or none of the
Offered Shares set forth opposite such Selling Shareholder's name.
<TABLE>
<CAPTION>
COMMON SHARES NUMBER OF COMMON SHARES
BENEFICIALLY OWNED PRIOR SHARES HELD BENEFICIALLY OWNED AFTER
TO THE OFFERING OF RECORD TO THE OFFERING
-------------------------------- TO BE SOLD --------------------------
NUMBER OF PERCENT OF IN THE NUMBER OF PERCENT OF
SHARES (1) CLASS (1) OFFERING SHARES CLASS
----------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
Gulf Group, Inc. and Affiliates (2)
- -----------------------------------
Gulf Group, Inc........................... 721,875 (3) 1.22% 82,500 0 0%
Gulf National Life Insurance Company...... 639,375 (4) 1.08 278,438 0 0
Gulf Holdings, Inc........................ 360,937 (5) 0.61 82,500 0 0
Selected Funeral Insurance
Company................................... 278,437 0.47 278,437 0 0
Bradford-O'Keefe Funeral Homes, Inc....... 20,625 (6) 0.03 12,375 0 0
James F. Webb Funeral Homes, Inc.......... 8,250 0.01 8,250 0 0
Jeremiah J. O'Keefe, Sr................... 783,750 (7) 1.33 41,250 0 0
Jeffrey H. O'Keefe........................ 783,750 (7) 1.33 41,250 0 0
Other Selling Shareholders
- --------------------------
Willie E. Gary............................ 375,000 0.64 375,000 0 0
People's Bank Biloxi, as escrow agent for
Halbert E. Dockins, Jr. and
Michael S. Allred -- The Law Firm of
Allred and Donaldson...................... 240,000 (8) 0.41 240,000 0 0
Michael F. Cavanaugh...................... 60,000 0.10 60,000 0 0
- --------------------
</TABLE>
Footnotes appear on the following page.
5
<PAGE>
(1) Determined as of August 9, 1996
(2) Gulf Group, Inc. ("Gulf Group") and its affiliates named herein
(collectively, the "Gulf Shareholders") hold of record an aggregate of
825,000 Common Shares, all of which shares are Offered Shares. As a result
of the affiliations among the Gulf Shareholders, Common Shares held of
record by one of the Gulf Shareholders may be deemed to be beneficially
owned by one or more of the other Gulf Shareholders. Each of Jeremiah J.
O'Keefe, Sr. and Jeffrey H. O'Keefe holds more than 10% of the outstanding
shares of capital stock of Bradford-O'Keefe Funeral Homes, Inc. ("Bradford-
O'Keefe"), which is the sole shareholder of James F. Webb Funeral Homes,
Inc. ("James F. Webb"). Jeremiah J. O'Keefe, Sr. also holds more than 10% of
the outstanding shares of capital stock of Gulf Group, which is the sole
shareholder of Gulf National Life Insurance Company ("Gulf National"). Gulf
National holds more than 10% of the outstanding shares of capital stock of
Gulf Holdings, Inc. ("Gulf Holdings"), which is the sole shareholder of
Selected Funeral Insurance Company ("Selected Insurance"). Jeremiah J.
O'Keefe, Sr. is a director of Gulf Group, Gulf Holdings and Bradford-
O'Keefe. Jeffrey H. O'Keefe is a director of Gulf Group, Gulf National, Gulf
Holdings and Selected Insurance.
(3) Includes 639,375 Offered Shares held of record by Gulf National, Gulf
Holdings and Selected Insurance. Also includes 8,250 Common Shares
originally issued to Gulf National Investment Company ("Gulf Investment").
Gulf Investment has been merged with and into Gulf Group.
(4) Includes 360,937 Offered Shares held of record by Gulf Holdings and Selected
Insurance.
(5) Includes 278,437 Offered Shares held of record by Selected Insurance.
(6) Includes 8,250 Offered Shares held of record by James F. Webb.
(7) Includes 742,500 Offered Shares held of record by Gulf Group, Gulf National,
Gulf Holdings, Selected Insurance, Bradford-O'Keefe and James F. Webb.
(8) Consists of shares held in an escrow account which may be revoked at any
time by the law firm of Allred & Donaldson.
AGREEMENTS WITH THE SELLING SHAREHOLDERS
The Offered Shares were acquired by the Selling Shareholders in
connection with the settlement (the "Settlement") of certain litigation
against Loewen, LGII and two indirect subsidiaries. The Offered Shares are
being registered pursuant to certain registration rights granted by Loewen
pursuant to a Shareholders' Agreement made as of February 9, 1996, by and
among Loewen, LGII, Jeremiah J. O'Keefe, Sr., Jeffrey H. O'Keefe, Bradford-
O'Keefe, Gulf Holdings, Gulf Group, Gulf Investment, Gulf National,
Selected Insurance, James F. Webb, Michael Allred and the law firm of
Allred & Donaldson, Willie E. Gary and the law firm of Gary, Williams,
Parenti, Finney, Lewis & McManus, Michael F. Cavanaugh, individually, and
Halbert E. Dockins, Jr., individually (the "Shareholders' Agreement").
The Shareholders' Agreement also includes, with respect to the Offered
Shares (a) a per share price guarantee, pursuant to which, in certain
circumstances, LGII will be required to pay to each Selling Shareholder,
upon due notice ("Notice"), the amount by which $30 exceeds the weighted
average closing price of the Common Shares on the Nasdaq National Market
(or such national securities exchange as may then be the principal United
States market for the Common Shares) for the five consecutive trading days
preceding the date of the Notice, (b) a voting agreement pursuant to which
the Selling Shareholders have agreed, until February 9, 1998, to vote the
Offered Shares in accordance with the recommendations of the Board of
Directors of Loewen, and (c) a right of first refusal granted to Loewen or
its assignee by each of the Selling Shareholders. Pursuant to the terms of
the Shareholders' Agreement, Offered Shares sold pursuant to this
Prospectus, upon transfer, will cease to be subject to the Shareholders'
Agreement and persons who so acquire Offered Shares will not be entitled to
receive any benefits from the Shareholders' Agreement.
6
<PAGE>
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time on the Nasdaq
National Market (or any national securities exchange in the United States
on which the Common Shares may then be listed), in privately negotiated
transactions (which may include block transactions) or otherwise. Such
sales may be made at the market price prevailing at or around the time of
sale, a price related to such prevailing market price or a negotiated
price. In addition, the Selling Shareholders may engage in short sales,
short sales against the box and other transactions in the Common Shares or
derivatives thereof, and may pledge, sell, deliver or otherwise transfer
the Offered Shares in connection therewith. This Prospectus may be used by
the Selling Shareholders or by any broker-dealer who may participate in
sales of the Offered Shares. Participating broker-dealers may act as agents
or principals or both and may receive commissions, discounts or concessions
(which may be in excess of customary brokers' commissions) in connection
with sales or other transfers of Offered Shares. Other than the right of
first refusal included in the Shareholders' Agreement, Loewen has not
entered into any agreements or arrangements relating to the sale of the
Offered Shares.
LGII has agreed to pay the expenses of registering the Offered Shares
on behalf of the Selling Shareholders, other than broker-dealer
commissions, discounts or concessions and any legal fees incurred by the
Selling Shareholders in connection with sales of the Offered Shares.
Loewen has agreed to indemnify the Selling Shareholders and any underwriter
(as defined in the Securities Act) for a Selling Shareholder against
certain liabilities under the Securities Act.
CERTAIN RESTRICTIONS ON TRANSFER
The Offered Shares were issued to the Selling Shareholders pursuant to
a private placement exemption under the laws of British Columbia, Canada.
The Offered Shares may not be traded in British Columbia until the
expiration of a one-year hold period that commenced on February 15, 1996
(the "British Columbia Hold Period"). The British Columbia Hold Period will
expire on February 15, 1997. Until the British Columbia Hold Period has
expired, a certificate representing such Offered Shares cannot be traded
through the facilities of The Toronto Stock Exchange or on The Montreal
Exchange since the certificate is not freely transferable and consequently
is not "good delivery" in settlement of transactions on The Toronto Stock
Exchange or on The Montreal Exchange. Until February 15, 1997, certificates
representing Offered Shares may be required to bear legends reflecting the
imposition of the British Columbia Hold Period and the related trading
restrictions imposed by The Montreal Exchange and The Toronto Stock
Exchange.
LOEWEN HAS BEEN ADVISED BY THE NASDAQ STOCK MARKET THAT CERTIFICATES
REPRESENTING OFFERED SHARES WILL BE FREELY TRADABLE ON THE NASDAQ NATIONAL
MARKET.
EXPERTS
The consolidated financial statements of Loewen 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 consolidated financial statements
are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
7
<PAGE>
LEGAL MATTERS
The validity of the Offered Shares will be passed upon for Loewen by
Russell & DuMoulin, Vancouver, British Columbia, Canada.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AGAINST LOEWEN
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 the Common Shares to effect service within the United
States upon Loewen (although it may be possible to effect service upon
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.
8
<PAGE>
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 by the Company or the Selling Shareholders. 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.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................... 2
Incorporation of Certain Information by Reference.......... 2
Disclosure Regarding Forward-Looking Statements............ 3
Financial Information...................................... 3
The Company................................................ 4
Selling Shareholders....................................... 5
Agreements with the Selling Shareholders................... 6
Plan of Distribution....................................... 7
Certain Restrictions on Transfer........................... 7
Experts.................................................... 7
Legal Matters.............................................. 8
Enforceability of Certain Civil Liabilities Against Loewen. 8
</TABLE>
THE LOEWEN GROUP INC.
-----------------
PROSPECTUS
-----------------
-----------------
1,500,000
COMMON SHARES
-----------------
, 1996
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The estimated fees payable by Loewen in connection with the issuance
and registration of the Offered Shares are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........... $14,741.38
Accounting Fees and Expenses... 3,000.00
Legal Fees and Expenses........ 10,000.00
Printing Fees.................. 10,000.00
Listing Fees................... -0-
Transfer Agent Fees............ -0-
Miscellaneous.................. 2,258.62
----------
TOTAL.......................... $40,000.00
==========
</TABLE>
Item 15. Indemnification of Officers and Directors.
-----------------------------------------
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 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 16. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5 OPINION RE LEGALITY
5.1 Opinion of Russell & DuMoulin as to the legality of the
Offered Shares
23 CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Russell & DuMoulin (included in Exhibit 5.1)
23.2 Consent of KPMG
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 Corporation
23.7 Consent of Hirsch, Oelbaum, Bram & Hanover
23.8 Consent of KPMG Peat Marwick LLP
24 POWERS OF ATTORNEY (included on the signature pages to
this Registration Statement)
</TABLE>
Item 17. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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;
II-2
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by such paragraphs is contained in one or more periodic
reports filed with or furnished to the Commission by Loewen pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this 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; and
(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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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 August 16, 1996.
The Loewen Group Inc.
By: /s/ Raymond L. Loewen
--------------------------------
Raymond L. Loewen
Chairman of the Board and Chief
and Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Raymond
L. Loewen, Peter S. Hyndman and Paul Wagler, 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 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Dated: August 16, 1996 /s/ Raymond L. Loewen
----------------------------------------------
Raymond L. Loewen
Chairman of the Board, Chief Executive Officer
and Director
(Principal Executive Officer)
Dated: August 16, 1996 /s/ Timothy R. Hogenkamp
---------------------------------------------
Timothy R. Hogenkamp
President and Chief Operating Officer and
Director
(Principal Executive Officer)
II-4
<PAGE>
Dated: August 16, 1996 /s/ Paul Wagler
---------------------------------------------
Paul Wagler
Senior Vice-President, Finance and
Chief Financial Officer and Director
(Principal Financial Officer)
Dated: August 16, 1996 /s/ William G. Ballantyne
---------------------------------------------
William G. Ballantyne
Senior Vice-President, Financial Control and
Administration
(Principal Accounting Officer)
Dated: August 16, 1996 /s/ Kenneth S. Bagnell
---------------------------------------------
Kenneth S. Bagnell
Director
Dated: August 16, 1996 /s/ The Honorable J. Carter Beese, Jr.
---------------------------------------------
The Honorable J. Carter Beese, Jr.
Director
Dated: August 16, 1996 /s/ Earl A. Grollman
---------------------------------------------
Earl A. Grollman
Director
Dated: August 16, 1996 /s/ Harold E. Hughes
---------------------------------------------
Harold E. Hughes
Director
Dated: August 16, 1996 /s/ Peter S. Hyndman
---------------------------------------------
Peter S. Hyndman
Director
Dated: August 16, 1996 /s/ Albert S. Lineberry, Sr.
---------------------------------------------
Albert S. Lineberry, Sr.
Director
Dated: August 16, 1996 /s/ Charles B. Loewen
---------------------------------------------
Charles B. Loewen
Director
II-5
<PAGE>
Dated: August 16, 1996 /s/ Robert B. Lundgren
---------------------------------------------
Robert B. Lundgren
Director
Dated: August 16, 1996 /s/ James D. McLennan
---------------------------------------------
James D. McLennan
Director
Dated:
---------------------------------------------
Ernest G. Penner
Director
/s/ The Right Honourable John N. Turner, P.C.,
Dated: August 16, 1996 C.C., Q.C.
---------------------------------------------
The Right Honourable John N. Turner, P.C., C.C.,
Q.C.
Director
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is Loewen's authorized representative in the United
States.
Dated: August 16, 1996 /s/ Timothy R. Hogenkamp
-------------------------------------
Timothy R. Hogenkamp
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------ ----------- ----
<S> <C>
5 OPINION RE LEGALITY
5.1 Opinion of Russell & DuMoulin as to the legality of the
Offered Shares
23 CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Russell & DuMoulin (included in Exhibit 5.1)
23.2 Consent of KPMG
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 Corporation
23.7 Consent of Hirsch, Oelbaum, Bram & Hanover
23.8 Consent of KPMG Peat Marwick LLP
24 POWERS OF ATTORNEY (included on the signature pages to
this Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
[Letterhead of Russell & DuMoulin]
The Loewen Group Inc. August 19, 1996
4126 Norland Avenue
Burnaby, BC V5G 3S8 Matter No. LOE 21980
Dear Sirs/Mesdames:
We have acted as British Columbia counsel for The Loewen Group Inc., a body
corporate organized under the laws of British Columbia ("Loewen") in connection
with the preparation of the Registration Statement on Form S-3 to be filed by
Loewen with the Securities and Exchange Commission (the "SEC") on or about
August 16, 1996 (the "Registration Statement"), respecting the proposed resale
of 1,500,000 Common shares without par value of Loewen (the "Offered Shares") by
the Selling Shareholders identified in the Registration Statement.
In this capacity, we have 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 the
purpose of giving the opinions expressed herein.
We also have been furnished with and have examined originals or copies,
certified or otherwise identified to our satisfaction, of all such records of
Loewen, agreements and other instruments, certificates of officers and
representatives of Loewen, 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 authority of all persons signing
documents examined by us except as to persons signing documents on behalf of
Loewen; and (v) the identity and capacity of all individuals acting or
purporting to act as public officials.
Based on the foregoing, we are of the opinion that:
<PAGE>
1. The Offered Shares have been validly issued and are fully paid and
non-assessable.
2. The statements in the prospectus included in the Registration Statement
(the "Prospectus") under the heading "Enforceability of Certain Civil
Liabilities Against Loewen" to the extent that such matters represent
matters of law or legal conclusions, are accurate and complete statements
or summaries of the matters set forth therein.
We express no opinion as to matters of law in jurisdictions other than the
Province of British Columbia and the laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name under the
headings "Legal Matters" and "Enforceability of Certain Civil Liabilities
Against Loewen" in the Prospectus.
Very truly yours,
RUSSELL & DuMOULIN
/s/ Russell & DuMoulin
<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-3 with respect to common shares 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 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 and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG
Chartered Accountants
Vancouver, Canada
August 20, 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
Statement on Form S-3 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
August 16, 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
Statement on Form S-3 which is to be filed on or about August 16, 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
August 16, 1996
<PAGE>
EXHIBIT 23.5
Certified Public Accountants [LOGO of AM&G] Altschuler, Melvion 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 report in the registration statement on Form S-3 of the Loewen
Group Inc., which is to be filed on or about August 16, 1996.
/s/ Altschuler, Melvion and Glasser LLP
Chicago, Illinois
August 16, 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
Statement on Form S-3, which is to be filed on or about August 16, 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 & 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 CORPORATION
BY: /s/ Keith J. Schulte
--------------------------------------
Certified Public Accountant
Long Beach, California
August 16, 1996
Members of The American Institute of Certified Public Accountants. The
California Society of Certified Public Accountants.
<PAGE>
EXHIBIT 23.7
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
Statement on Form S-3 which is to be filed on or about August 16, 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
HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C.
New York, New York
August 16, 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 Form S-3 which is to be filed on or about August 16, 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
HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C.
New York, New York
August 16, 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-3 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/A No. 2 of The Loewen Group Inc. dated July 5, 1996.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
August 16, 1996
