<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1996
Registration No. 333-07175
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
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. [_]
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.
<PAGE>
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.
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 July 22, 1996, the closing price per Common
Share on The Nasdaq National Market was $28.00
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
<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 July 19,
1996, the Company operated 903 funeral homes (not all of which are wholly
owned) throughout North America. This included 790 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 243 cemeteries in the United
States and six cemeteries in Canada. As at the close of business on July 19,
1996, the Company had negotiated agreements for the acquisition of a further
61 funeral homes and 65 cemeteries in the United States and five 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
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
________________
</TABLE>
(1) Determined as of July 23, 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"). Until the British Columbia Hold Period expires
on March 18, 1997, 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 describing
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, 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 predicated upon the civil liability of such persons under
the Securities Act
5
<PAGE>
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 filed March 28, 1996 (as amended on
Form 10-K/A filed June 20, 1996); (ii) 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 Form 8-K/A, filed June 10, 1996, and as
further amended on Form 8-K/A-2 filed on 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
21, 1996 and July 3, 1996; (iii) Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996, filed May 15, 1996; and (iv) 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 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
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)
___________
* Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to registration statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Burnaby, Province of British Columbia, Canada on July 23, 1996.
The Loewen Group Inc.
By: /s/ Raymond L. Loewen
---------------------
Raymond L. Loewen
Chairman of the Board,
Chief Executive Officer and
Director
II-2
<PAGE>
Pursuant to the requirements of the Securities Act, this amendment to
registration statement on Form S-3 has been signed by the following persons
in the capacities and on the date indicated.
Dated: July 23, 1996 /s/ Raymond L. Loewen
------------- ---------------------------------------
Raymond L. Loewen
Chairman of the Board and Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: July 23, 1996 /s/ Timothy R. Hogenkamp*
------------- ---------------------------------------
Timothy R. Hogenkamp
President and Chief Operating Officer
and Director
(Principal Executive Officer)
Dated: July 23, 1996 /s/ Paul Wagler
------------- ---------------------------------------
Paul Wagler
Senior Vice-President, Finance and
Chief Financial Officer and Director
(Principal Financial Officer)
Dated: July 23, 1996 /s/ William G. Ballantyne
------------- ---------------------------------------
William G. Ballantyne
Senior Vice-President, Financial Control and
Administration
(Principal Accounting Officer)
Dated: July 23, 1996 /s/ Kenneth S. Bagnell*
------------- ---------------------------------------
Kenneth S. Bagnell
Director
Dated: July 23, 1996 /s/ The Honorable J. Carter Beese, Jr.*
------------- ---------------------------------------
The Honorable J. Carter Beese, Jr.
Director
Dated: July 23, 1996 /s/ Earl A. Grollman*
------------- ---------------------------------------
Earl A. Grollman
Director
Dated: July 23, 1996 /s/ Harold E. Hughes*
------------- ---------------------------------------
Harold E. Hughes
Director
II-3
<PAGE>
Dated: July 23, 1996 /s/ Peter S. Hyndman*
------------- ---------------------------------------
Peter s. Hyndman
Director
Dated: July 23, 1996 /s/ Albert S. Lineberry, Sr.*
------------- ---------------------------------------
Albert S. Lineberry, Sr.
Director
Dated: July 23, 1996 /s/ Charles B. Loewen*
------------- ---------------------------------------
Charles B. Loewen
Director
Dated: July 23, 1996 /s/ Robert B. Lundgren*
------------- ---------------------------------------
Robert B. Lundgren
Director
Dated: July 23, 1996 /s/ James D. McLennan*
------------- ---------------------------------------
James D. McLennan
Director
Dated: July 23, 1996 /s/ Ernest G. Penner*
------------- ---------------------------------------
Ernest G. Penner
Director
Dated: July 23, 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
* By: /s/ Raymond L. Loewen
---------------------
Raymond L. Loewen
Attorney-In-Fact
II-4
<PAGE>
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is Loewen's authorized representative in the United States.
Dated: July 23, 1996 /s/ Timothy R. Hogenkamp*
------------- ----------------------------------
Timothy R. Hogenkamp
__________
*By: /s/ Raymond L. Loewen
-------------------------
Raymond L. Loewen
Attorney-In-Fact
II-5
<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.
Dated: July 23, 1996 /s/ Paul Wagler
------------- ------------------------------------
Paul Wagler
Senior Vice-President, Finance and
Chief Financial Officer and Director
(Principal Financial Officer)
Dated: July 23, 1996 /s/ William G. Ballantyne
------------- ------------------------------------
William G. Ballantyne
Senior Vice-President,
Financial Control and Administration
(Principal Accounting Officer)
II-6
<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
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)
- ----------
*Previously filed.
<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 (No. 333-07175] 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
KPMG
Chartered Accountants
Vancouver, Canada
July 23, 1996
<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, (File Nos. 333-07175 and 333-07033,
respectively) 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
July 23, 1996
Members of The American Institute of Certified Public Accountants. The
California Society of Certified Public Accountants.
