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FILED PURSUANT TO RULE 424(b)(3)
FILE NO. 333-07175
Prospectus
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THE LOEWEN GROUP INC.
4126 Norland Avenue
Burnaby, British Columbia
Canada V5G 3S8
1,216,011 Common Shares
The Common shares without par value (the "Common Shares") of The
Loewen Group Inc., a corporation organized 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 New York Stock Exchange
under the symbol "LWN." On October 15, 1996, the closing price per Common
Share on the New York Stock Exchange $39.125.
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 from time to
time by the Selling Shareholders on The New York Stock Exchange at such
prices and on such terms as may then be obtainable, in negotiated
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. Brokers
executing orders are expected to charge normal commissions, and the
proceeds to the Selling Shareholders will be net of brokerage commissions.
This Prospectus may be used by the Selling Shareholders or by any broker-
dealer who may participate in sales of the Offered Shares. Loewen will pay
the expenses of the preparation of this Prospectus, but all commissions,
transfer taxes, and other expenses associated with the sales of the Offered
Shares will be paid by the Selling Shareholders.
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 been no change
in the information contained herein since the date hereof.
As of the date of this Prospectus, Loewen is the subject of an
unsolicited takeover proposal. See "The Company" on page 3 for additional
information with respect to the proposal.
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The date of this Prospectus is October 15, 1996
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AVAILABLE INFORMATION
Loewen has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 covering the Offered Shares
(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. 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 traded on the New York
Stock Exchange, 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 New York Stock Exchange at 20 Broad Street, New York, New York
10005, at the offices of The Toronto Stock Exchange at The Exchange Tower, 2
First Canadian Place, Toronto, Ontario, Canada M5X 1J2 and at the offices of The
Montreal Exchange at 800 Victoria Square, Montreal, Quebec, Canada H4Z 1A9.
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 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, 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 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.
2
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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 of September
20, 1996, the Company operated 931 funeral homes throughout North America. This
included 814 funeral homes in the United States (including locations in Puerto
Rico) and 117 funeral homes in Canada. In addition, as at such date, the Company
operated 265 cemeteries in the United States and six cemeteries in Canada. As at
the close of business on September 20, 1996, the Company had negotiated
agreements for the acquisition of a further 73 funeral homes and 101 cemeteries
in the United States and one funeral home in Canada.
On September 17, 1996, Service Corporation International ("SCI") delivered
to Loewen an unsolicited takeover proposal, which valued the Common Shares at
$43 per share. On September 24, 1996, the Loewen Board of Directors unanimously
rejected the proposal. On October 2, 1996, SCI announced that it intends to make
a tax-free share exchange offer (the "Proposed Offer") to the shareholders of
Loewen. SCI's announcement states that SCI will offer holders of Loewen's Common
Shares $45 worth of common stock of New Service Corporation, a newly organized
holding company ("New SCI") and that SCI will offer holders of Loewen's Series C
preferred shares $29.51 worth of New SCI common stock. All Loewen shareholders
would also be entitled to elect to receive, in lieu of New SCI common stock,
shares of a Canadian subsidiary of New SCI that would be exchangeable for, and
are intended to be equivalent to shares of New SCI common stock. On October 10,
1996, the Loewen Board of Directors unanimously determined that the Proposed
Offer is inadequate. The Loewen Board of Directors has recommended that the
Loewen shareholders not tender their shares, if and when the Proposed Offer is
commenced.
Loewen was incorporated in 1985 under the laws of British Columbia, Canada.
Lowen's principal executive offices are located at 4126 Norland Avenue, Burnaby,
British Columbia, Canada, V5G 3S8; telephone (604) 299-9321.
3
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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 COMMON SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO THE OFFERING AFTER THE OFFERING
----------------------- NUMBER OF -------------------
NUMBER PERCENT SHARES NUMBER PERCENT
OF OF TO BE SOLD OF OF
SHARES(1) CLASS(1) IN THE OFFERING SHARES CLASS
NAME OF SHAREHOLDER ----------- ---------- --------------- -------- ---------
- -------------------
<S> <C> <C> <C> <C> <C>
Provident Indemnity Life Insurance 558,519 .948% 558,519 -0- --
Company(2)(3)
Berger & Montague, P.C.(2) 281,481 .478% 281,481 -0- --
Provident American Corporation(2)(3) 160,000 .272% 160,000 -0- --
Honorine and John Flanagan(4) 148,630 .252% 132,930 15,700 .027%
Honorine Flanagan(4)(5) 84,081 .143% 83,081 1,000 nil
________________
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(1) Determined as of July 24, 1996.
(2) The Offered Shares to be sold by Provident American Corporation ("PAMCO"),
Provident Indemnity Life Insurance Company ("PILIC") and Berger & Montague,
P.C. (collectively, the "Provident Shareholders") are included in this
Registration Statement pursuant to registration rights granted by Loewen in
connection with the settlement of certain litigation. Loewen has agreed to
pay all expenses of registering the shares on behalf of the Provident
Shareholders other than underwriting or broker-dealer discounts and
commissions and any fees or disbursements of the Provident Shareholders'
counsel. Loewen and each of the Provident Shareholders have agreed to
indemnify each other against certain liabilities under the Securities Act.
(3) PILIC is a wholly-owned subsidiary of PAMCO. Accordingly, PAMCO may be
deemed to have shared power to direct the vote or the disposition of the
Common Shares owned by PILIC.
(4) The Offered Shares to be sold by Honorine Flanagan, individually, and by
Honorine and John Flanagan (collectively, the "Flanagans") are included in
this Registration Statement pursuant to certain registration rights granted
by Loewen in connection with the acquisition by Loewen from the Flanagans
of certain properties located in California. Loewen has agreed to pay all
expenses of registering the Offered Shares on behalf of the Flanagans other
than underwriting or broker-dealer discounts and commissions and any fees
or disbursements of the Flanagans' counsel. Honorine Flanagan is a director
of Loewen Group International, Inc., a wholly-owned subsidiary of Loewen
that serves as the holding company for the United States assets and
operations of the Company ("LGII"). She also is an officer of several
subsidiaries of LGII. Honorine and John Flanagan are husband and wife.
(5) Includes 1,000 Common Shares subject to an employee stock option that is
currently exercisable.
4
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PLAN OF DISTRIBUTION
It is anticipated that the Offered Shares that the Selling Shareholders
elect to sell will be offered by the Selling Shareholders through broker-dealers
who will receive ordinary brokers' commissions in connection with such sales.
The Offered Shares may be sold on the New York Stock Exchange in negotiated
transactions, or otherwise, and participating broker-dealers may act as agents
or principals, or both, in connection with such sales. Loewen has not entered
into any agreements for the sale of the Offered Shares.
CERTAIN RESTRICTIONS ON TRANSFER
The Offered Shares issued to the Provident Shareholders were issued
pursuant to a private placement exemption under the laws of British Columbia,
Canada. Such Offered Shares may not be traded in British Columbia until the
expiration of a one-year hold period that commenced on March 19, 1996 (the
"British Columbia Hold Period"). Until the British Columbia Hold Period expires,
certificates representing such Offered Shares may bear a legend describing
the British Columbia Hold Period and related trading restrictions imposed by
The Montreal Exchange and The Toronto Stock Exchange.
Loewen has been advised by the New York Stock Exchange that the
certificates representing the Offered Shares will be freely tradeable on the New
York Stock Exchange.
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.
LEGAL MATTERS
The validity of the Offered Shares have been 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.
5
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by Loewen with the Commission
(File No. 0-18429 for filings prior to September 27, 1996; File No. 1-12163 for
filings on or subsequent to September 27, 1996) 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); 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, 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,
June 21, 1996, June 30, 1996, August 7, 1996, August 26, 1996, August 29, 1996,
September 5, 1996, September 17, 1996, September 20, 1996, September 24, 1996,
September 26, 1996, September 30, 1996, October 1, 1996, October 10, 1996 and
October 14, 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 (b) 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 this Offering 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
This Prospectus, as amended and supplemented, and certain documents
incorporated by reference herein contain both statements of historical fact and
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Examples of forward-looking statements
include: (i) projections of revenue, income, earnings, capital expenditures,
dividends, capital structure and other financial items, (ii) statements of the
plans and objectives of the Company or its management, (iii) statements of the
future economic performance of the Company and (iv) the assumptions underlying
statements regarding the Company or its business. Important factors, risks and
uncertainties that could cause actual result 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.
6
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No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, 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 to sell or a
solicitation of an offer to buy the shares by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making the offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Under no circumstances
shall the deliver of this Prospectus or any sale made pursuant to this
Prospectus create any implication that information contained in this Prospectus
is correct as of any time subsequent to the date of this Prospectus.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information....................................... 2
Financial Information....................................... 2
The Company................................................. 3
Selling Shareholders........................................ 4
Plan of Distribution........................................ 5
Certain Restrictions on Transfer............................ 5
Experts..................................................... 5
Legal Matters............................................... 5
Enforceability of Certain Civil Liabilities Against Loewen.. 5
Incorporation of Certain Information by Reference........... 6
Disclosure Regarding Forward-Looking Statements............. 6
</TABLE>
THE LOEWEN GROUP INC.
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PROSPECTUS
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__________
1,216,011
COMMON SHARES
__________
October 15, 1996
