<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
British Columbia
(State or other jurisdiction of incorporation or organization)
7261
(Primary Standard Industrial Classification Code Number)
98-0121376
(I.R.S. Employer Identification Number)
4126 Norland Avenue
Burnaby, British Columbia
Canada V5G 3S8
(604) 299-9321
(Address, including postal or zip code, and telephone number, including area
code, of registrant's principal executive offices)
Timothy R. Hogenkamp
Loewen Group International, Inc.
50 East RiverCenter, 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 Michelle L. Johnson
Vice-President, Finance Thelen, Marrin, Johnson & Bridges
The Loewen Group Inc. Two Embarcadero Center
4126 Norland Avenue Suite 2100
Burnaby, British Columbia San Francisco, California 94111
Canada V5G 3S8
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED UNIT(2) PRICE(2) FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares without par value 1,216,011 $29.3125 $35,644,322.44 $12,291.15
===============================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee as of
June 24, 1996 in accordance with Rule 457(c) under the Securities Act of
1933, as amended.
(2) The Common shares without par value of the Registrant ("Common Shares") are
subject to the Shareholder Protection Rights Plan dated April 20, 1990, as
amended, pursuant to which each issued and outstanding Common Share is
accompanied by a right that entitles the holder to purchase one additional
Common Share upon the occurrence of certain events involving an actual or
potential change in control of the Registrant.
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.
============================================================================
1
<PAGE>
SUBJECT TO COMPLETION
Prospectus
----------
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 Nasdaq National Market
under the symbol "LWNG." On June 26, 1996, the closing price per Common
Share on The Nasdaq National Market was $30.125
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE 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 Nasdaq National Market 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.
The date of this Prospectus is July __, 1996
1
<PAGE>
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.
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 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, which are
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995. 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
<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 of June 21, 1996, the Company operated 899 funeral homes
(not all of which are wholly owned) throughout North America. This
included 785 funeral homes in the United States (including locations in
Puerto Rico) and 113 funeral homes in Canada. In addition, as at such
date, the Company operated 226 cemeteries in the United States and 6
cemeteries in Canada. As at the close of business on June 21, 1996, the
Company had negotiated agreements for the acquisition of a further 56
funeral homes and 68 cemeteries in the United States and 5 funeral homes in
Canada.
3
<PAGE>
SELLING SHAREHOLDERS
Certain of the Selling Shareholders listed in the following table
have indicated their intention to sell some or all of the Offered Shares
set forth opposite their respective names. The following table assumes
that each of the Selling Shareholders will sell all of the Offered Shares
set forth opposite such Selling Shareholder's name. However, one or more
of the Selling Shareholders may sell only a small portion of or none of the
Offered Shares set forth opposite such Selling Shareholder's name.
<TABLE>
<CAPTION>
COMMON SHARES 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
NAME OF SHAREHOLDER SHARES(1) CLASS(1) IN THE OFFERING SHARES CLASS
- ------------------- ----------- ---------- --------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Provident Indemnity Life Insurance Company(2)(3) 558,519 .948% 558,519 0 __
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
</TABLE>
(1) Determined as of June 21, 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
<PAGE>
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 Nasdaq National Market,
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"). The British Columbia
Hold Period will expire on March 19, 1997. Until the British Columbia Hold
Period has expired, a certificate representing such Offered Shares cannot
be traded through the facilities of The Toronto Stock Exchange or on The
Montreal Exchange since the certificate is not freely transferable and
consequently is not "good delivery" in settlement of transactions on The
Toronto Stock Exchange or on The Montreal Exchange. Such Offered Shares
will bear legends reflecting the imposition of the British Columbia Hold
Period and the related trading restrictions imposed by The Montreal
Exchange and The Toronto Stock Exchange until the relevant British Columbia
Hold Period has expired.
LOEWEN HAS BEEN ADVISED BY THE NASDAQ STOCK MARKET THAT THE CERTIFICATES
REPRESENTING THE OFFERED SHARES WILL BE FREELY TRADEABLE ON THE NASDAQ
NATIONAL MARKET.
EXPERTS
The consolidated financial statements of Loewen incorporated by reference
in this Prospectus have been audited by KPMG Peat Marwick Thorne, 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 will be passed upon for Loewen by
Russell & DuMoulin, Vancouver, British Columbia, Canada.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AGAINST LOEWEN
Loewen is a corporation organized under and governed by the laws of the
Province of British Columbia, Canada. Certain of its directors,
controlling persons, and officers are residents of Canada, and all or a
portion of the assets of such persons and of Loewen are located outside the
United States. As a result, it may be difficult or impossible for United
States holders of the Common Shares to effect service within the United
States upon Loewen (although it may be possible to effect service upon
direct or indirect United States subsidiaries of Loewen) and those
directors or officers who are not residents of the United States, or to
realize in the United States upon judgments of courts of the United States
5
<PAGE>
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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by Loewen with the Commission
are hereby incorporated herein by reference: (i) Loewen's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (as amended on Form
10-K/A filed June 20, 1996); (ii) Current Reports on Form 8-K dated January
3, January 17, January 24, January 26, February 6, February 12, February
27, March 4, March 13, March 20, March 26 (as amended on Form 8-K/A, filed
June 10, 1996), March 31, 1996, May 1, 1996, May 8, 1996, May 24, 1996, May
31, 1996, June 4, 1996, June 6, 1996 and June 21, 1996, and Quarterly
Report on Form 10-Q dated May 15, 1996; and (iii) the description of the
Common Shares contained in Loewen's Form 20-F Registration Statement filed
March 30, 1990, 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
6
<PAGE>
===============================================================================
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
----
<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
</TABLE>
THE LOEWEN GROUP INC.
_______________
PROSPECTUS
_______________
_______________
1,216,011
COMMON SHARES
_______________
JULY ____, 1996
===============================================================================
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The estimated fees payable by Loewen in connection with the issuance and
registration of the Common Shares registered hereunder are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.......... $12,291.15
Accounting Fees and Expenses.. 3,000.00
Legal Fees and Expenses....... 10,000.00
Printing Fees 10,000.00
Listing Fees -0-
Transfer Agent Fees........... -0-
Miscellaneous $ 4,708.85
----------
TOTAL $40,000.00
==========
</TABLE>
Item 15. Indemnification of Officers and Directors.
-----------------------------------------
Section 152 of the Company Act of British Columbia provides in part that:
A company may, with the approval of the court, indemnify a director or
former director of the company or a director of a corporation of which it
is or was a shareholder, and his heirs and personal representatives,
against all costs, charges and expenses, including any amount paid to
settle an action or satisfy a judgment, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgment in
a civil, criminal or administrative action or proceeding to which he is
made a party by reason of being or having been a director, including an
action brought by the company or corporation, if
(a) he acted honestly and in good faith with a view to the best interests
of the corporation of which his is or was a director; and
(b) in the case of a criminal or administrative action or proceeding, he
had reasonable grounds for believing that his conduct was lawful.
Part 19 of Loewen's Articles provides that Loewen shall indemnify its
directors generally in accordance with the provisions of Section 152 and
that Loewen shall indemnify its Secretary and any Assistant Secretary
against all costs, charges and expenses incurred that have arisen as a
result of serving Loewen in such capacity. The Articles further provide
that Loewen may indemnify any of its officers, employees or agents against
all costs, charges and expenses incurred as a result of acting as an
officer, employee and agent of Loewen.
II-1
<PAGE>
Item 16. Exhibits.
--------
The exhibits required by Item 601 of Regulation S-K are supplied as
follows:
Exhibit
-------
5 Opinion of Russell & DuMoulin re legality of Common Shares
23.1 Consent of Russell & DuMoulin (see Exhibit 5)
23.2 Consent of KPMG Peat Marwick Thorne
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)
Item 17. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Burnaby, Province of British
Columbia, Canada on June 27, 1996.
The Loewen Group Inc.
By: /s/ Raymond L. Loewen
---------------------
Name: Raymond L. Loewen
Title: Chairman of the Board,
Chief Executive Officer and Director
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Raymond
L. Loewen, Peter S. Hyndman and Paul Wagler, and each of them severally,
acting alone and without the other, his true and lawful attorney-in-fact
with authority to execute in the name of each such person, and to file with
the Securities and Exchange Commission, together with any exhibits thereto
and other documents therewith, any and all amendments (including without
limitation post-effective amendments) to this Registration Statement,
necessary or advisable to enable the Registrant to comply with the
Securities Act and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, which amendments may
make such changes in this Registration Statement as the aforesaid attorney-
in-fact deems appropriate.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Dated: June 27, 1996 /s/ Raymond L. Loewen
------------- ---------------------
Raymond L. Loewen
Chairman of the Board and Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: June 27, 1996 /s/ Timothy R. Hogenkamp
------------- ------------------------
Timothy R. Hogenkamp
President and Chief Operating Officer and
Director
(Principal Executive Officer)
Dated: June 27, 1996 /s/ A.M. Bruce Watson
------------- ---------------------
A.M. Bruce Watson
Executive Vice-President and Director
(Principal Accounting Officer)
Dated: June 27, 1996 /s/ Peter W. Roberts
------------- --------------------
Peter W. Roberts
Vice-President, Financial Information
Services and Corporate Controller
(Principal Accounting Officer)
Dated: June 27, 1996 /s/ Kenneth S. Bagnell
------------- ----------------------
Kenneth S. Bagnell
Director
Dated: June 27, 1996 /s/ The Honorable J. Carter Beese, Jr.
------------- --------------------------------------
The Honorable J. Carter Beese, Jr.
Director
Dated: June 27, 1996 /s/ Earl A. Grollman
------------- --------------------
Earl A. Grollman
Director
Dated: June 27, 1996 /s/ Harold E. Hughes
------------- --------------------
Harold E. Hughes
Director
II-5
<PAGE>
Dated: June 27, 1996 /s/ Peter S. Hyndman
------------- --------------------
Peter s. Hyndman
Director
Dated: June 27, 1996 /s/ Albert S. Lineberry, Sr.
------------- ----------------------------
Albert S. Lineberry, Sr.
Director
Dated: June 27, 1996 /s/ Charles B. Loewen
------------- ---------------------
Charles B. Loewen
Director
Dated: June 27, 1996 /s/ Robert B. Lundgren
------------- ----------------------
Robert B. Lundgren
Director
Dated: June 27, 1996 /s/ James D. McLennan
------------- ---------------------
James D. McLennan
Director
Dated: June 27, 1996 /s/ Ernest G. Penner
------------- --------------------
Ernest G. Penner
Director
Dated: June 27, 1996 /s/ The Right Honorable John N. Turner,
------------- P.C., C.C., Q.C.
---------------------------------------
The Right Honorable John N. Turner,
P.C., C.C., Q.C.
Director
Dated: June 27, 1996 /s/ Paul Wagler
------------- ---------------
Paul Wagler
Director
II-6
<PAGE>
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is Loewen's authorized representative in the United
States.
The undersigned 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
his name, 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 of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such changes in the Registration
Statement as the aforesaid attorney-in-fact deems appropriate.
Dated: June 27, 1996 /s/ Timothy R. Hogenkamp
------------- ------------------------
Timothy R. Hogenkamp
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
-------
5 Opinion of Russell & DuMoulin re legality of Common Shares
23.1 Consent of Russell & DuMoulin (see Exhibit 5)
23.2 Consent of KPMG Peat Marwick Thorne
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)
II-8
<PAGE>
[Delaying Amendment]
Information contained herein is subject to completion or amendment. A
registration statement relating to the Exchange Notes has been filed with
the Securities and Exchange Commission. Exchange Notes may not be issued
nor may offers to exchange be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to exchange nor shall there be any issuance of Exchange Notes in any State
in which such offer, solicitation or sale would be lawful prior to
registration or qualification under the securities laws of any such State.
II-9
<PAGE>
[LETTERHEAD OF RUSSELL & DUMOULIN APPEARS HERE]
Exhibit 5
June 26, 1996
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, BC V5G 3S8 Matter No. LOE 21980
Dear Sirs/Mesdames:
We have acted as British Columbia counsel for The Loewen Group Inc., a body
corporate organized under the laws of British Columbia ("Loewen") in connection
with the preparation of the Registration Statement on Form S-3 to be filed by
Loewen with the Securities and Exchange Commission (the "SEC") on or about June
28, 1996 (the "Registration Statement"), respecting the proposed resale of
1,216,011 Common shares without par value of Loewen (the "Offered Shares") by
the Selling Shareholders identified in the Registration Statement.
In this capacity, we have made such investigations and have reviewed such other
documents as we have deemed necessary or appropriate under the circumstances,
and have made such examinations of law as we have deemed appropriate for the
purpose of giving the opinions expressed herein.
We also have been furnished with and have examined originals or copies,
certified or otherwise identified to our satisfaction, of all such records of
Loewen, agreements and other instruments, certificates of officers and
representatives of Loewen, certificates of public officials and other documents
as we have deemed necessary to require as a basis for the opinion hereinafter
expressed.
In making such examinations, we have assumed (i) the genuineness of all
signatures; (ii) the authenticity of all documents submitted to us as originals;
(iii) the conformity to original documents of all documents submitted to us as
certified copies or photocopies; (iv) the authority to all persons signing
documents examined by us except as to persons signing documents on behalf of
Loewen; and (v) the identity and capacity of all individuals acting or
purporting to act as public officials.
<PAGE>
June 26, 1996
Page 2
Based on the foregoing, we are of the opinion that:
1. The Offered Shares have been validly issued and are fully paid and non-
assessable.
2. The statements in the prospectus included in the Registration Statement (the
"Prospectus") under the heading "Enforceability of Certain Civil Liabilities
Against Loewen" to the extent that such matters of law or legal conclusions,
are accurate and complete statements or summaries of the matters set forth
therein.
We express no opinion as to matters of law in jurisdictions other than the
Province of British Columbia and the laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name under the
headings "Legal Matters" and "Enforceability of Certain Civil Liabilities
Against Loewen" in the Prospectus. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other person or entity for any purpose.
Very truly yours,
RUSSELL & DUMOULIN
/s/ Russell & DuMoulin
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the registration statement on Form
S-3 with respect to common shares of our report, dated February 26, 1996, except
as to Note 12(b), which is as of March 19, 1996 and Note 20, which is as of
March 26, 1996, relating to the consolidated balance sheets of The Loewen Group
Inc. as at December 31, 1995 and 1994, and the related consolidated statements
of operations, retained earnings, and changes in financial position for each of
the years in the three year period ended December 31, 1995, and related
schedule, which report is incorporated herein by reference and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick Thorne
KPMG PEAT MARWICK THORNE
Chartered Accountants
Vancouver, Canada
June 26, 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
Statements on Form S-3 and Form S-8 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
June 26, 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
Statements on Forms S-3 and S-8, each of which is to be filed on or about June
28, 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
June 26, 1996
<PAGE>
EXHIBIT 23.5
Certified Public Accountants [LOGO of AM&G] Altsehuler, Melvoia 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 resort in the registration statements on Form S-3 and S-8 of
the Loewen Group Inc., each of which to be filed on or about June 28, 1996.
/s/ Altschuler, Melvion and Glasser LLP
Chicago, Illinois
June 26, 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
Statements on Form S-3 and S-8, each of which to be filed on or about June 26,
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 a 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
June 26, 1994
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
Statements on Forms S-3 and S-8, each of which to be filed on or about June
28, 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
June 26, 1996
<PAGE>
TEL: (212) 227-8034
FAX: (212) 227-9045
HIRSCH, OELBAUM, BRAM & HANOVER
CERTIFIED PUBLIC ACCOUNTANTS, PC
- --------------------------------------------------------------------------------
111 BROADWAY
NEW YORK, NEW YORK 10005
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-3 and S-8, each of which to be filed on or about June
28, 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
June 26, 1996
<PAGE>
Exhibit 23.8
Independent Auditors' Consent
-----------------------------
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-3 of The Loewen Group Inc. of our report dated May 31, 1996, with respect to
the consolidated balance sheet of Ourso Investment Corporation and Subsidiaries
as of December 31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended, which report
appears in the Form 8-K of The Loewen Group Inc. dated June 10, 1996.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
June 26, 1996
