<PAGE>
This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, as amended (the "Schedule 14D-9") of The Loewen
Group Inc., a corporation incorporated under the laws of British Columbia,
Canada (the "Company"), initially filed with the Securities and Exchange
Commission (the "Commission") on October 10, 1996, with respect to the proposed
exchange offers (the "Second SCI Proposal") announced on October 2, 1996, and
disclosed in a Registration Statement on Form S-4, as amended (the "Registration
Statement") initially filed with the Commission on October 3, 1996, by New
Service Corporation International, a Delaware corporation ("New SCI"), and SCI
Holdings Canada, Inc., a Company incorporated under the laws of British
Columbia, Canada ("Canadian SCI"), each a wholly owned subsidiary of Service
Corporation International, a Texas Corporation ("SCI"). The proposed exchange
offers contemplated by the Second SCI Proposal have not yet commenced.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended and supplemented hereby by inserting the following
at the end of the second paragraph of Item 8(b):
The Company received a second request for information from the FTC on
November 1, 1996, in connection with the FTC's investigation of the Second SCI
Proposal. The FTC's second request seeks detailed information on over 100
markets in twenty-seven states, including breakdowns with respect to certain
ethnic markets. A copy of the Company's press release regarding the FTC's second
request for information is included as Exhibit 47 to this Schedule 14D-9 and is
incorporated herein by reference.
Item 8 is amended and supplemented hereby by inserting the following
at the end of the fourth paragraph of Item 8(b):
On October 18, 1996, the Attorney Generals of the States of Washington
and Oregon individually requested information from the Company in connection
with their offices' respective investigations of the Second SCI Proposal. A copy
of the Company's press release regarding the Washington and Oregon
investigations is included as Exhibit 46 to this Schedule 14D-9 and is
incorporated herein by reference.
-1-
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Except for Exhibits 46, 47, and 48 which are filed herewith, the
following Exhibits were previously filed with the Schedule 14D-9:
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Exhibit 1 -- Letter from L. William Heiligbrodt to Raymond L. Loewen, dated September 17, 1996.
Exhibit 2 -- Letter from L. William Heiligbrodt to Raymond L. Loewen, dated September 18, 1996.
Exhibit 3 -- Letter to Shareholders from Raymond L. Loewen, dated September 24, 1996.
Exhibit 4 -- Letter to L. William Heiligbrodt from Raymond L. Loewen, dated September 24, 1996.
Exhibit 5 -- [Intentionally omitted].
Exhibit 6 -- Press Release issued by Loewen, dated September 17, 1996.
Exhibit 7 -- [Intentionally omitted].
Exhibit 8 -- Press Release issued by Loewen, dated September 24, 1996.
Exhibit 9 -- Press Release issued by Loewen, dated September 27, 1996.
Exhibit 10 -- Press Release issued by Loewen, dated October 1, 1996.
Exhibit 11 -- Press Release issued by SCI, dated October 2, 1996.
Exhibit 12 -- Press Release issued by Loewen, dated October 2, 1996.
Exhibit 13* -- Press Release issued by Loewen, dated October 10, 1996.
Exhibit 14 -- Complaint in KRIM V. BAGNELL, ET AL. (Superior Court of the State of California).
Exhibit 15 -- First Amended Complaint in SERVICE CORPORATION INTERNATIONAL V. THE
LOEWEN GROUP INC. (United States District Court for the Southern District of Texas).
Exhibit 16 -- Complaint in THE LOEWEN GROUP INC. V. SERVICE CORPORATION
INTERNATIONAL, ET AL. (United States District Court for the Eastern District of New York).
Exhibit 17* -- Opinion letter of Smith Barney Inc. to Loewen Board of Directors, dated October 10, 1996.
Exhibit 18* -- Opinion letter of Nesbitt Burns Inc. to Loewen Board of Directors, dated October 10, 1996.
Exhibit 19 -- Pages 15 - 20 and 32 - 34 of The Loewen Group Inc. Proxy Statement, dated April 9, 1996.
Exhibit 20 -- The Loewen Group Inc. Employee Stock Option Plan (United States).
Exhibit 21 -- The Loewen Group Inc. Employee Stock Option Plan (Canada).
Exhibit 22 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (Directors of
Loewen Group International, Inc.).
Exhibit 23 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (Directors of
subsidiaries).
Exhibit 24 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (employees).
Exhibit 25 -- The Loewen Group Inc. Employee Share Purchase Plan (United States).
Exhibit 26 -- The Loewen Group Inc. Employee Share Purchase Plan (Canada).
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<PAGE>
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Exhibit 27 -- The Loewen Group Inc. 1994 Management Equity Investment Plan.
Exhibit 28 -- Form of The Loewen Group Inc. 1994 Management Equity Investment Plan Investment
Option Agreement.
Exhibit 29 -- The Loewen Group Inc. Supplement to 1994 Management Equity Investment Plan.
Exhibit 30 -- The Loewen Group Inc. Addendum to 1994 Management Equity Investment Plan.
Exhibit 31 -- Form of The Loewen Group Inc. Management Equity Investment Plan Borrowing
Agreement.
Exhibit 32 -- Form of The Loewen Group Inc. Management Equity Investment Plan Executive
Agreement.
Exhibit 33 -- Form of The Loewen Group Inc. Management Equity Investment Plan 1994 Exchangeable
Floating Rate Debenture due July 15, 2001.
Exhibit 34 -- The Loewen Group Inc. 1994 Outside Director Compensation Plan.
Exhibit 35 -- The Loewen Group Inc. Employee Stock Bonus Plan.
Exhibit 36 -- The Loewen Group Inc. Shareholder Protection Rights Plan Agreement and Amendments.
Exhibit 37 -- Employment Agreement with Timothy R. Hogenkamp.
Exhibit 38 -- [Intentionally omitted].
Exhibit 39 -- Form of Indemnification Agreement with Outside Directors.
Exhibit 40 -- Form of Indemnification Agreement with Officers.
Exhibit 41 -- Form of The Loewen Group Inc. Severance Agreement.
Exhibit 42 -- The Loewen Group Inc. Severance Pay Plan.
Exhibit 43* -- Letter to Shareholders from Raymond L. Loewen, dated October 10, 1996.
Exhibit 44 -- Press Release issued by Loewen, dated October 14, 1996.
Exhibit 45 -- Press Release issued by Loewen, dated October 17, 1996.
Exhibit 46 -- Press Release issued by Loewen, dated October 20, 1996.
Exhibit 47 -- Press Release issued by Loewen, dated November 1, 1996.
Exhibit 48 -- Press Release issued by Loewen, dated November 3, 1996.
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* Exhibits distributed to Shareholders.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 14D-9 is true, complete
and correct.
THE LOEWEN GROUP INC.
By: /s/ Peter S. Hyndman
-----------------------------------
Name: Peter S. Hyndman
Title: Vice President, Law and
Corporate Secretary
Dated: November 4, 1996
<PAGE>
EXHIBIT 46
Contacts: David A. Laundy
The Loewen Group Inc.
(604) 293-7857
Thomas C. Franco
Christopher G. Tofalli
Broadgate Consultants, Inc.
(212) 229-2222
For Immediate Release
=====================
Loewen Group Responds to Antitrust Concerns of Additional State
Authorities Regarding SCI's Acquisition Proposal
Loewen Responds to Information Requests from Washington and Oregon State
Attorney Generals; Nine States Now Reviewing Proposed Transaction
-----------------------------------------------------------------
CINCINNATI, October 20, 1996 -- The Loewen Group Inc. (NYSE: LWN) announced
today that it has responded to information requests from the state attorney
general offices of Washington and Oregon in connection with antitrust issues
raised by the proposed acquisition of Loewen by Service Corporation
International.
Raymond L. Loewen, chairman of the board and chief executive officer of The
Loewen Group said, "In the past few weeks we have seen mounting regulatory
interest in SCI's effort to eliminate its most formidable competitor in the
North American marketplace. The genie is clearly out of the bottle, and at this
stage it is difficult to tell where these government investigations will lead."
Mr. Loewen added: "There also appears to be growing recognition by the industry
and consumer groups that it is far better to have two strong players competing
for the acquisition of funeral homes and cemetery properties than one dominant
consolidator. We hope to respond to the many questions and concerns being raised
by industry participants during the National Funeral Association convention in
Cincinnati this coming week."
In addition to Washington and Oregon, the anti-competitive effects of the
proposal have prompted regulatory scrutiny in New York, Florida, Hawaii, Texas,
California, Pennsylvania, and Tennessee, as well as by the Federal Trade
Commission and the Canadian Competition Bureau.
# # #
<PAGE>
EXHIBIT 47
Contacts: David A. Laundy
The Loewen Group Inc.
(604) 293-7857
Thomas C. Franco
Broadgate Consultants, Inc.
(212) 229-2222
For Immediate Release
=====================
Loewen Group Receives Second FTC Information Request Concerning Service
Corporation Hostile Proposal
FTC Seeks Information on Over 100 Markets in 27 States
------------------------------------------------------
VANCOUVER, November 1, 1996 -- The Loewen Group Inc. (NYSE, TSE, ME: LWN)
announced it has received a second request for information from the Federal
Trade Commission (FTC) in connection with an investigation of the hostile
acquisition proposal from Service Corporation International (SCI).
The FTC's second request asks for detailed information on over 100 markets
in 27 states, including breakdowns with respect to certain ethnic markets. For
purposes of the request, the FTC defines the Loewen Group as including Prime
Succession Inc. and SCI as including Equity Corporation International of which
SCI owns approximately 40%.
As previously announced on October 1, 1996 the FTC requested data on all of
the Loewen Group's funeral homes and cemeteries, including all properties in
which the Company has a financial interest.
The FTC's first request included detailed information about regional market
overlap between the Loewen Group and SCI properties, including any properties in
which either company has a financial interest.
The anti-competitive effects of the proposal have also prompted regulatory
scrutiny in several states, including New York, Florida, Hawaii, Texas,
California, Tennessee, Pennsylvania, Washington, and Oregon. In addition, the
Canadian Competition Bureau is investigating the effects of the proposal under
the Canadian Competition Act, and in that respect has made a request for
information from the Company.
# # #
<PAGE>
EXHIBIT 48
Contact: David A. Laundy
The Loewen Group
(604) 293-7857
Chris Tofalli
Broadgate Consultants, Inc.
(212) 229-2236
(II) 914-833-0398
For Immediate Release
=====================
Loewen Group Continues Record Acquisition Momemtum
Over $50 Million of Acquisitions Signed In Conjunction With Industry
Conference
---------------------------
VANCOUVER, November 3, 1996 -- The Loewen Group Inc. (NYSE, TSE, ME: LWN)
announced that it has signed acquisition agreements totaling more than $50
million in conjunction with the annual National Funeral Directors Association
(NFDA) conference held recently in Cincinnati.
The aggregate value of acquisitions Loewen has signed or closed since
the launch of Service Corporation International's (SCI) hostile takeover bid is
approximately US$ 150 million.
Acquisitions either signed or closed year-to-date by Loewen totals
approximately US$760 million, excluding Loewen's investments with The Blackstone
Group to acquire Prime Succession Inc. and Rose Hills Memorial Park Association,
two of the most prized assets in the industry for US$295 million and US$240
million, respectively.
"We are the preferred acquirer in our industry in North America," said
Raymond L. Loewen, chairman of the Board and chief executive officer of the
Loewen Group. "Our management culture and values are key to our acquisition
momentum. Our primary corporate focus remains clear: to actively pursue the
acquisition of properties that will allow us to enhance our long-term
shareholder value."
With offices in Vancouver, Cincinnati, and Philadelphia, The Loewen
Group employs over 13,000 people. More than 90 percent of the Company's revenue
is generated in the United States.
###
