<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1996
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 0-18429 98-0121376
- ---------------------------- ----------------------- -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4126 Norland Avenue, Burnaby, British Columbia V5G 3S8
- ----------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-299-9321
N/A
(Former name of former address, if changed since last report)
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Item 5. Other Events.
THE LOEWEN GROUP INC.
Unaudited Pro-Forma Consolidated Statement of Operations
During the three months ended March 31, 1996, the Company acquired control
of 52 funeral homes, 29 cemeteries and two insurance companies in the United
States, and one funeral home and one cemetery in Canada for a total
consideration of $264,769,000. Included in these acquisitions is the purchase
of certain net assets from SI Acquisition Associates L.P. ("S.I.") for
approximately $145,000,000. The following statement reflects, on an unaudited
pro-forma basis, the consolidated results of the Company's operations as if all
acquisitions that occurred during the three months ended March 31, 1996 had
taken place at January 1, 1996. Appropriate adjustments have been made to
reflect the preliminary purchase price allocations used in recording these
acquisitions. This pro-forma information does not purport to be indicative of
the results of operations that would have resulted had the acquisitions been in
effect for the entire quarter, and is not intended to be a projection of future
results or trends.
The unaudited pro-forma consolidated statement of operations has been
expressed in United States dollars and in accordance with accounting principles
generally accepted in Canada. The unaudited pro-forma consolidated statement
of operations should be read in conjunction with the notes thereto.
Unaudited Pro-Forma Consolidated Statement of Operations
Three Months Ended March 31, 1996
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Businesses
Acquired Pro-forma Pro-forma
Historical (Note A) Adjustments Total
<S> <C> <C> <C> <C>
--------- -------- -------- --------
Revenue $193,084 $23,681 $ 95 B $216,860
Costs and expenses 119,541 23,292 (175) B
(1,463) C
95 D 141,290
--------- -------- -------- --------
73,543 389 1,638 75,570
General and administrative 16,680 -- -- 16,680
Depreciation and amortization 11,642 712 759 D
(712) E 12,401
--------- -------- -------- --------
Earnings (loss) from operations 45,221 (323) 1,591 46,489
Interest on long-term debt 18,488 395 (395) F
2,914 G 21,402
--------- -------- -------- --------
Earnings (loss) before dividends on preferred
securities of subsidiary and income taxes 26,733 (718) (928) 25,087
Dividends on preferred securities of
subsidiary 1,772 -- -- 1,772
--------- -------- -------- --------
Earnings (loss) before income taxes 24,961 (718) (928) 23,315
Income taxes 7,738 (110) (221) H 7,407
--------- -------- -------- --------
Net earnings (loss) for the period $ 17,223 $ (608) $ (707) $ 15,908
========= ======== ======== ========
Earnings per share:
Basic earnings per share $ 0.30 $ 0.27
Fully diluted earnings per share $ 0.30 $ 0.27
Weighted average number of shares used for
the computation of basic and fully diluted
earnings per share (thousands of shares):
Basic 50,203 50,396
Fully diluted 51,247 51,440
</TABLE>
See accompanying notes to unaudited pro-forma consolidated statement of
operations.
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THE LOEWEN GROUP INC.
Notes to Unaudited Pro-Forma Consolidated Statement of Operations
Three Months Ended March 31, 1996
(A) To record the historical statements of operations for the period from
January 1, 1996 to the date of acquisition. Results of operations
subsequent to the acquisition date have been included in the Company's
consolidated statement of operations.
(B) To adjust the amortization of realized and unrealized gains and losses
on insurance invested assets and the change in insurance policy
liabilities as if the acquisition occurred on January 1, 1996.
(C) To eliminate certain operating expenses, including officer salaries,
rental expense, professional fees and insurance that would not be
incurred if the businesses had been owned by the Company.
(D) To adjust cost of sales and depreciation and amortization expense
resulting from the Company's cost basis in the acquired businesses.
(E) To eliminate historical depreciation and amortization of the acquired
businesses.
(F) To eliminate historical interest expense on debt which was repaid upon
acquisition.
(G) For purposes of the unaudited pro-forma statement of operations and
pro-forma adjustments, the Company has assumed the acquisition of
S.I. was financed through $80 million of borrowings from the 1996
issuance of senior guaranteed notes and from the Company's
multi-currency revolving term credit facility. The Company has
assumed all other acquisitions were financed through the issuance of
preferred or common shares.
(H) To adjust income taxes to reflect the statutory rate, including the
effect of permanent differences.
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THE LOEWEN GROUP INC.
Unaudited Pro-Forma Consolidated Statement of Operations
During the three months ended March 31, 1996, the Company acquired control
of 52 funeral homes, 29 cemeteries and two insurance companies in the United
States, and one funeral home and one cemetery in Canada for a total
consideration of $264,769,000. Included in these acquisitions is the purchase
of certain net assets from SI Acquisition Associates L.P. ("S.I.") for
approximately $145,000,000. The following statement reflects, on an unaudited
pro-forma basis the consolidated results of the Company's operations as if all
acquisitions that occurred during the three months ended March 31, 1996 had
taken place at January 1, 1995. Appropriate adjustments have been made to
reflect the preliminary purchase price allocations used in recording these
acquisitions. This pro-forma information does not purport to be indicative of
the results of operations that would have resulted had the acquisitions been in
effect for the entire year, and is not intended to be a projection of future
results or trends.
The unaudited pro-forma consolidated statement of operations has been
expressed in United States dollars and in accordance with accounting principles
generally accepted in Canada. The unaudited pro-forma consolidated statement of
operations should be read in conjunction with the notes thereto.
Unaudited Pro-Forma Consolidated Statement of Operations
For the Year Ended December 31, 1995
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Businesses
Acquired Pro-forma Pro-forma
Historical (Note A) Adjustments Total
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $ 599,939 $ 125,173 $ 1,460 B $ 726,572
Costs and expenses 373,131 111,235 (701)B
(5,763)C
591 D 478,493
---------- ---------- -------- ---------
226,808 13,938 7,333 248,079
General and administrative 67,652 --- --- 67,652
Depreciation and amortization 40,103 4,185 5,051 D
(4,185)E 45,154
---------- ---------- -------- ---------
Earnings (loss) from operations 119,053 9,753 6,467 135,273
Interest on long-term debt 50,913 2,836 (2,836)F
10,486 G 61,399
Litigation related finance costs 19,914 --- --- 19,914
Legal settlements 165,000 --- --- 165,000
---------- ---------- -------- ---------
Earnings (loss) before dividends on preferred
securities of subsidiary and income taxes (116,774) 6,917 (1,183) (111,040)
Dividends on preferred securities of
subsidiary 7,088 --- --- 7,088
---------- ---------- -------- ---------
Earnings (loss) before income taxes (123,862) 6,917 (1,183) (118,128)
Income taxes (47,178) 1,748 628 H (44,802)
---------- ---------- -------- ---------
Net earnings (loss) for the year $ (76,684) $ 5,169 $ (1,811) $ (73,326)
========== ========== ======== =========
Earnings per share:
Basic earnings (loss) per share $ (1.69) $ (1.76)
Fully diluted earnings (loss) per share $ (1.69) $ (1.76)
Weighted average number of shares used for
the computation of basic and fully diluted
earnings per share (thousands of shares):
Basic 45,291 45,599
Fully diluted 45,291 45,599
</TABLE>
See accompanying notes to unaudited pro-forma consolidated statement of
operations.
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THE LOEWEN GROUP INC.
Notes to Unaudited Pro-Forma Consolidated Statement of Operations
For the Year Ended December 31, 1995
(A) To record the historical statements of operations for the year ended
December 31, 1995.
(B) To adjust the amortization of realized and unrealized gains and losses
on insurance invested assets and the change in insurance policy
liabilities as if the acquisition occurred on January 1, 1995.
(C) To eliminate certain operating expenses, including officer salaries,
rental expense, professional fees and insurance that would not be
incurred if the businesses had been owned by the Company.
(D) To adjust cost of sales and depreciation and amortization expense
resulting from the Company's cost basis in the acquired businesses.
(E) To eliminate historical depreciation and amortization of the acquired
businesses.
(F) To eliminate historical interest expense on debt which was repaid upon
acquisition.
(G) For purposes of the unaudited pro-forma statement of operations and
pro-forma adjustments, the Company has assumed the acquisition of
S.I. was financed through $80 million of borrowings from the 1996
issuance of senior guaranteed notes and from the Company's
multi-currency revolving term credit facility. The Company has
assumed all other acquisitions were financed through the issuance of
preferred or common shares.
(H) To adjust income taxes to reflect the statutory rate, including the
effect of permanent differences.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 3, 1996
THE LOEWEN GROUP INC.
By: /s/ PETER S. HYNDMAN
------------------------------------
Name: Peter S. Hyndman
Title: Corporate Secretary
