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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Loewen Group Inc.
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(Exact name of registrant as specified in its charter)
British Columbia, Canada 98-0121376
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4126 Norland Avenue, Burnaby, British Columbia V5G 3S8
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(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the registration of a
registration of a class of class of debt securities and is to become
debt securities and is effective simultaneously with the
effective upon filing effectiveness of a concurrent registration
pursuant to General statement under the Securities Act of 1933
Instruction A(c)(1) please pursuant to General Instruction A(c)(2)
check the following box. [_] please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Name of Each Exchange on Which Each
Registered Class is to be Registered
Rights in respect of Common Shares New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On April 20, 1990, the Board of Directors of The Loewen Group Inc., a
corporation under the laws of British Columbia, Canada (the "Registrant"),
approved a Shareholder Protection Rights Plan (the "Rights Plan") which was
confirmed by the shareholders of the Registrant (the "Shareholders") at the
Annual General Meeting of Shareholders on May 24, 1990. The Rights Plan was
amended on June 18, 1991 to adjust the Exercise Price (as defined in the Rights
Plan ) as a result of the 2-for-1 subdivision of the Common shares without par
value of the Registrant ("Common Shares"), and on April 7, 1994 to further
adjust the Exercise Price and to amend the definition of "Inherited
Acquisitions." The Rights Plan was re-confirmed by the Shareholders at the
Annual General Meeting of Shareholders on May 17, 1995 for a further five-year
period. The Rights Plan will expire on April 20, 2000, unless re-confirmed by
the Shareholders prior thereto.
Under the Rights Plan, one Right has been issued for each Common Share
and one Right will be issued for each additional Common Share issued prior to
the separation Time (as defined in the Rights Plan).
Rights issued under the Rights Plan entitle the holder, after the
Separation Time, to purchase from the Registrant one Common Share at the
Exercise Price (currently Cdn.$125, subject to certain anti-dilution
adjustments). If a Flip-in Event (as defined in the Rights Plan) or a Flip-over
Transaction or Event (as defined in the Rights Plan) occurs, each Right will
entitle the registered holder to acquire Common Shares (or other equity
securities, debt or other assets of the Registrant) or shares of common stock of
another person into which the Registrant is merged or amalgamated as a result of
a Flip-over transaction or Event having an aggregate value equal to two times
the Exercise Price, subject to certain anti-dilution adjustments.
By creating the potential for substantial dilution of a bidder's
position, the Rights Plan encourages an offeror to proceed by way of a Permitted
Bid (as defined in the Rights Plan) or to approach the Board of Directors with a
view to negotiation. The Rights Plan's Permitted Bid provision allows bidders
to take bids directly to the Shareholders. The Rights Plan thus preserves the
Shareholders' right to consider such bids on a fully-informed basis.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Plan, which
is an Exhibit to this Registration Statement and is incorporated herein by
reference.
Item 2. Exhibits.
A. 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
(incorporated by reference from the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, filed with the Securities and Exchange
Commission on March 31, 1995).
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B. Pursuant to Instruction II as to Exhibits, all exhibits required
to be filed by such Instruction will be filed with copies of this Registration
Statement submitted to the New York Stock Exchange but are not filed with, or
incorporated by reference in, copies of this Registration Statement filed with
the Commission.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 12, 1996
THE LOEWEN GROUP INC.
By: /s/ Paul Wagler
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Paul Wagler
Senior Vice-President, Finance
and Chief Financial Officer
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