<PAGE>
As filed with the Securities and Exchange Commission on August __, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
BRITISH COLUMBIA 7261 98-0121376
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
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 registrant's principal executive office)
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:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
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. [_]
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Unit (1) Offering Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares without par value (2)... 5,000,000 shares $26.8125 $134,062,500 $46,228.45
===============================================================================================================================
</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 July 31, 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.
----------------
This Registration Statement also relates to all Common Shares registered
hereunder which may be offered for resale by persons who may receive from the
Registrant or a subsidiary or associated entity of the Registrant Common Shares
in acquisitions as more fully described in the Prospectus contained in this
Registration Statement, as such Prospectus may be amended or supplemented.
<PAGE>
================================================================================
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES 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 THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
================================================================================
SUBJECT TO COMPLETION
[LOGO] 5,000,000 SHARES
THE LOEWEN GROUP INC.
COMMON SHARES WITHOUT PAR VALUE
-------------------------
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 by Loewen 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 1, 1996 was $27 1/4 per share.
-------------------------
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 , 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
-2-
<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 struction 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.
-3-
<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 ("LGII"),
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 $265 million.
Loewen was incorporated in 1985 under the laws of British Columbia, Canada.
Loewen's principal executive offices are located at 4126 Norland Avenue,
Burnaby, British Columbia, Canada, V5G 3S8; telephone (604) 299-9321.
-4-
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
(in thousands of U.S.$, 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 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,
-------------------------- ----------------------------------------------------------------
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>
- --------------------
(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.
-5-
<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.
-6-
<PAGE>
USE OF PROCEEDS
This Prospectus relates to Common Shares that may be offered and issued by
Loewen 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, Loewen 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 Loewen 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. Loewen will pay all
-7-
<PAGE>
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 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.
-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. 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 Loewen since the date hereof or that the
information contained herein is correct as of any time subsequent to the date
hereof.
--------------------
TABLE OF CONTENTS
Available Information...................................... 2
Incorporation of Certain Documents by Reference............ 2
Financial Information...................................... 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
===============================================================================
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5,000,000 SHARES
THE LOEWEN GROUP INC.
COMMON SHARES
[LOGO]
---------------------
PROSPECTUS
---------------------
August ___, 1996
===============================================================================
<PAGE>
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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.
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 Series 1, 2, 3 and 4 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 (2)
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 (3)
II-1
<PAGE>
Exhibit
Number Description
------ -----------
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 (1)
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 (4)
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. (3)
4.8 MIPS Guarantee Agreement, dated August 15, 1994 (5)
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 (5)
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 (3)
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") (3)
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 (3)
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 (3)
4.14 Security Agreement, dated as of June 14, 1994, by and between
LMIC and the MEIP Agent (3)
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 (3)
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 (3)
4.17 Guaranty Agreement by Loewen re Series E Notes, dated for
reference February 1, 1994 (3)
4.18 Guaranty Agreement by LGII re Series D Notes, dated for
reference April 1, 1993 (3)
II-2
<PAGE>
Exhibit
Number Description
------ -----------
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 (3)
4.20 Guaranty Agreement by Loewen re Series A Notes and Series B
Notes, dated for reference October 1, 1991 (3)
4.21 Guaranty Agreement by LGII re Series C Notes, dated for
reference October 1, 1991 (3)
4.22 Form of Senior Guarantee of Series 1, 2, 3 and 4 Senior
Guaranteed Notes of LGII (included in Exhibit 4.1)
4.23 Form of Global Series 1 and 2 Senior Guaranteed Notes of LGII
(included in Exhibit 4.1)
4.24 Form of Physical Series 1 and 2 Senior Guaranteed Notes of LGII
(included in Exhibit 4.1)
4.25 Form of Global Series 3 and 4 Senior Guaranteed Notes
of LGII (2)
4.26 Form of Physical Series 3 and 4 Senior Guaranteed Notes
of LGII (2)
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 (2)
4.28 Collateral Trust Agreement, dated as of May 15, 1996, among
Bankers Trust Company, as trustee, TLGI, LGII and various other
pledgers (2)
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 (2)
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 (2)
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 (2)
4.32 Loewen hereby agrees 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 Russell & DuMoulin as to the legality of the Common
Shares
II-3
<PAGE>
Exhibit
Number Description
------ -----------
11 STATEMENTS RE COMPUTATION OF PER SHARE EARNINGS (1)(4)
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 POWER OF ATTORNEY (included on the signature pages to this
Registration Statement)
------------
(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, as amended
(2) Incorporated by reference from the combined Form S-4 Registration
Statement filed by Loewen and LGII (Nos. 333-03135 and 333-03135-01)
with the Commission on May 3, 1996, as amended
(3) Incorporated by reference from Loewen's Annual Report on Form 10-K for
the year ended December 31, 1994, filed on March 31, 1995
(4) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, filed on May 11, 1995
(5) 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
(b) Financial Statement Schedules
None
II-4
<PAGE>
ITEM 22. UNDERTAKINGS
UNDERTAKINGS REQUIRED BY ITEM 512 OF REGULATION S-K
(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;
(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) 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
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.
(g) (1) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by
II-5
<PAGE>
the applicable registration form with respect to reofferings by persons who may
be deemed underwriters, in addition to the information called for by other items
of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
(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.
UNDERTAKING REQUIRED BY ITEM 22(B)
The undersigned registrant hereby undertakes 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.
UNDERTAKING REQUIRED BY ITEM 22(C)
The undersigned registrant hereby undertakes 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-6
<PAGE>
THE LOEWEN GROUP INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Burnaby, Province of British Columbia, Canada on July 31, 1996.
The Loewen Group Inc.
By: /s/ Raymond L. Loewen
-------------------------
Raymond L. Loewen
Chairman of the Board and
Chief 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
dates indicated.
Dated: July 31, 1996 /s/ Raymond L. Loewen
-----------------------------------------
Raymond L. Loewen
Chairman of the Board and Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: July 31, 1996 /s/ Timothy R. Hogenkamp
-----------------------------------------
Timothy R. Hogenkamp
President and Chief Operating ficer and Director
(Principal Executive Officer)
<PAGE>
Dated: July 31, 1996 /s/ Paul Wagler
-----------------------------------------
Paul Wagler
Senior Vice-President, Finance and
Chief Financial Officer and Director
(Principal Financial Officer)
Dated: July 31, 1996 /s/ William G. Ballantyne
-----------------------------------------
William G. Ballantyne
Senior Vice-President, Financial Control and
Administration
(Principal Accounting Officer)
Dated: July 31, 1996 /s/ Kenneth S. Bagnell
-----------------------------------------
Kenneth S. Bagnell
Director
Dated: July 31, 1996 /s/ The Honorable J. Carter Beese, Jr.
-----------------------------------------
The Honorable J. Carter Beese, Jr.
Director
Dated: July 31, 1996 /s/ Earl A. Grollman
-----------------------------------------
Earl A. Grollman
Director
Dated: July 31, 1996 /s/ Harold E. Hughes
-----------------------------------------
Harold E. Hughes
Director
Dated: July 31, 1996 /s/ Peter S. Hyndman
-----------------------------------------
Peter S. Hyndman
Director
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
Dated: July 31, 1996 /s/ Albert S. Lineberry, Sr.
-----------------------------------------------------------
Albert S. Lineberry, Sr.
Director
Dated: July 31, 1996 /s/ Charles B. Loewen
-----------------------------------------------------------
Charles B. Loewen
Director
Dated: July 31, 1996 /s/ Robert B. Lundgren
-----------------------------------------------------------
Robert B. Lundgren
Director
Dated: July 31, 1996 /s/ James D. McLennan
-----------------------------------------------------------
James D. McLennan
Director
Dated:
-----------------------------------------------------------
Ernest G. Penner
Director
Dated: July 31, 1996 /s/ The Right Honourable John N. Turner, P.C., C.C., Q.C.
-----------------------------------------------------------
The Right Honourable John N. Turner, P.C., C.C., Q.C.
Director
</TABLE>
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is Loewen's authorized representative in the United States.
Dated: July 31, 1996 /s/ Timothy R. Hogenkamp
-----------------------------
Timothy R. Hogenkamp
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<C> <S> <C>
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 Series 1, 2, 3 and 4 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 (2)
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 (3)
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 (1)
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 (4)
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. (3)
4.8 MIPS Guarantee Agreement, dated August 15, 1994 (5)
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 (5)
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 (3)
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") (3)
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 (3)
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 (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<C> <S> <C>
4.14 Security Agreement, dated as of June 14, 1994, by and between
LMIC and the MEIP Agent (3)
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 (3)
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 (3)
4.17 Guaranty Agreement by Loewen re Series E Notes, dated for
reference February 1, 1994 (3)
4.18 Guaranty Agreement by LGII re Series D Notes, dated for
reference April 1, 1993 (3)
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 (3)
4.20 Guaranty Agreement by Loewen re Series A Notes and Series B
Notes, dated for reference October 1, 1991 (3)
4.21 Guaranty Agreement by LGII re Series C Notes, dated for
reference October 1, 1991 (3)
4.22 Form of Senior Guarantee of Series 1, 2, 3 and 4 Senior
Guaranteed Notes of LGII (included in Exhibit 4.1)
4.23 Form of Global Series 1 and 2 Senior Guaranteed Notes of LGII
(included in Exhibit 4.1)
4.24 Form of Physical Series 1 and 2 Senior Guaranteed Notes of LGII
(included in Exhibit 4.1)
4.25 Form of Global Series 3 and 4 Senior Guaranteed Notes
of LGII (2)
4.26 Form of Physical Series 3 and 4 Senior Guaranteed Notes
of LGII (2)
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 (2)
4.28 Collateral Trust Agreement, dated as of May 15, 1996, among
Bankers Trust Company, as trustee, TLGI, LGII and various other
pledgers (2)
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 (2)
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 (2)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<C> <S> <C>
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 (2)
4.32 Loewen hereby agrees 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 Russell & DuMoulin as to the legality of the Common
Shares
11 STATEMENTS RE COMPUTATION OF PER SHARE EARNINGS (1)(4)
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 POWER OF ATTORNEY (included on the signature pages to this
Registration Statement)
</TABLE>
------------
(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, as amended
(2) Incorporated by reference from the combined Form S-4 Registration
Statement filed by Loewen and LGII (Nos. 333-03135 and 333-03135-01)
with the Commission on May 3, 1996, as amended
(3) Incorporated by reference from Loewen's Annual Report on Form 10-K for
the year ended December 31, 1994, filed on March 31, 1995
(4) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, filed on May 11, 1995
(5) 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
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF RUSSELL & DuMOULIN]
The Loewen Group Inc. August 2, 1996
4126 Norland Avenue
Burnaby, British Columbia Matter No. LOE58130
Canada V5G 3S8
Dear Sirs/Mesdames:
We have as British Columbia counsel to you, The Loewen Group Inc. (the
"Company") in connection with the proceedings relating to the registration under
the Securities Act of 1933, as amended, of that number of the Company's Common
--------------
shares without par value (the "Shares") stipulated in the Company's Registration
Statement on Form S-4.
Please be advised that we are of the opinion that the Shares to be offered and
sold by the Company, when issued and paid for, as contemplated by the Prospectus
included in the Registration Statement, as may be amended or supplemented from
time to time, will be legally issued, fully paid and non-assessable.
We express no opinions 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 and consent to the reference to our name in the related
Prospectus under the headings "Legal Matters" and "Enforceability of Certain
Civil Liabilities".
Yours very truly,
RUSSELL & DuMOULIN
/s/ RUSSELL & DuMOULIN
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to the use 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
- ----------------------------
KPMG
Chartered Accountants
Vancouver, Canada
August 2, 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-4 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 1, 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-4 which is to be filed on or about August 2, 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 1, 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-4 of the Loewen
Group Inc., which is to be filed on or about August 2, 1996.
/s/ Altschuler, Melvion and Glasser LLP
Chicago, Illinois
August 1, 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-4 which is to be filed on or about August 2, 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 CORPORATIONS
BY: /s/ Keith J. Schulte
--------------------------------------
Certified Public Accountant
Long Beach, California
August 2, 1996
Members of The American Institute of Certified Public Accountants. The
California Society of Certified Public Accountants.
<PAGE>
TEL: (212) 227-8034
FAX: (212) 227-9045
HIRSCH, OELBAUM, BRAM & HANOVER
CERTIFIED PUBLIC ACCOUNTANTS, PC
- --------------------------------------------------------------------------------
111 BROADWAY
NEW YORK, NEW YORK 10005
EXHIBIT 23.7
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-4 which is to be filed on or about August 2, 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, C.P.As., P.C.
HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C.
New York, New York
August 1, 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
Statement on Form S-4 which is to be filed on or about August 2, 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, C.P.As., P.C.
HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C.
New York, New York
August 1, 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-4 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 1, 1996
