As filed with the Securities and Exchange Commission on
February 28, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
The Loewen Group Inc.
(Exact name of registrant as specified in its charter)
Province of British Columbia,
Canada 98-0121376
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
4126 Norland Avenue
Burnaby, British Columbia, Canada V5G 3S8
(604) 299-9321
(Address of principal executive offices, including zip code)
Loewen Group International, Inc. 401(k) Retirement Plan
(Full title of the plan)
Timothy R. Hogenkamp
Loewen Group International, Inc.
50 East River Center Blvd., Ste. 800
Covington, Kentucky 41011
(606) 431-6663
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Michelle L. Johnson, Esq.
Thelen, Marrin, Johnson & Bridges LLP
Two Embarcadero Center, Suite 2100
San Francisco, California 94111-3995
CALCULATION OF REGISTRATION FEE
Proposed
Title of Amount to Proposed maximum maximum Amount of
securities to be offering price aggregate registration
be registered (2) per share (3) offering fee
registered (1) price (3)
Common shares 275,000 $ 33.25 $ 9,143,750 $ 2,770.83
without par shares
value (4)
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Loewen Group International, Inc. 401(k)
Retirement Plan (the "Plan").
(2) Based on the estimated maximum number of Common shares
without par value ("Common Shares") to be offered under the
Plan's Common Stock Fund.
(3) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457(h) under the
Securities Act of 1933, as amended. The above calculation
is based on the average of the reported high and low prices
of the TLGI Shares on the New York Stock Exchange on
February 26, 1997.
(4) Each Common Share includes one Right issued pursuant to the
registrant's Shareholder Protection Rights Plan Agreement,
as amended.
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INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
This Registration Statement is filed to register
additional Common shares without par value ("Common Shares") of
The Loewen Group Inc. (the "Company") to be offered pursuant to
the Loewen Group International, Inc. 401(k) Retirement Plan. A
Form S-8 Registration Statement with respect to 74,767 Common
Shares to be offered pursuant to the Plan, (File No. 33-72808),
was filed by the Company on December 10, 1993. Except for
Part II Item 3, Item 6 and Item 8, which are set forth below, the
contents of such earlier Registration Statement are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by The
Loewen Group Inc. (the "Company") and Loewen Group International,
Inc. 401(k) Retirement Plan (the "Plan") are incorporated by
reference in this registration statement:
(a)(i) The Company's Annual Report on Form 10-K
for the year ended December 31, 1995;
(ii) The Plan's Annual Report on Form 11-
K filed concurrently with this registration
statement;
(b) All other reports filed by the Company or
the Plan pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1995; and
(c) The description of the Company's Common
shares without par value contained in a
registration statement filed under the Exchange
Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing (except
that no document shall be deemed to be incorporated by reference
if filed after the filing of a post-effective amendment which
deregisters securities then remaining unsold).
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 or
former 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
2
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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 he 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 the Company's Articles provides that the Company
shall indemnify its directors generally in accordance with the
provisions of Section 152 and that the Company shall indemnify
its Secretary and any Assistant Secretary against all costs,
charges and expenses incurred that have arisen as a result of
serving the Company in such capacity. The Articles further
provide that the Company 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 the Company.
Pursuant to indemnification agreements, the Company has
agreed to indemnify its directors and certain officers against
all costs, charges and expenses incurred by reason of being a
director or officer of the Company. The Company's duty to
indemnify is subject to court approval and conditioned upon the
individual acting honestly and in good faith with a view to the
best interests of the Company.
Item 8. EXHIBITS
Number Exhibit
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY-
HOLDERS
4.1 Altered Memorandum of registrant, filed with
the British Columbia Registrar of Companies on
June 21, 1996 (1)
4.2 Articles of The Loewen Group Inc., restated,
filed with the British Columbia Registrar of
Companies on March 1, 1988, as amended on
March 30, 1988, April 21, 1988, May 19, 1988,
Mary 28, 1992, May 20, 1993, June 29, 1994,
December 21, 1995 and February 7, 1996 (2)
4.3 Shareholder Protection Rights Plan, dated as
of April 20, 1990, as amended on May 24, 1990
and April 7, 1994 and reconfirmed on May 17,
1995 (3)
23 CONSENTS OF EXPERTS
23.1 Consent of KPMG
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Richter, Usher & Vineberg
23.4 Consent of Altschuler, Melvion and Glasser LLP
23.5 Consents of Keith J. Schulte Accountancy Corporation
3
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Number Exhibit
23.6 Consents of Hirsch, Oelbaum, Bram & Hanover
23.7 Consent of KPMG Peat Marwick LLP
25 POWERS OF ATTORNEY (included on the signature
pages to this Registration Statement)
(1) Incorporated by reference from the registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed on August 15, 1996 (File No. 0-
18429)
(2) Incorporated by reference from the registrant's Annual
Report on Form 10-K for the year ended December 31,
1995, filed on March 28, 1996, as amended (File No. 1-
12163)
(3) Incorporated by reference from the registrant's Annual
Report on Form 10-K for the year ended December 31,
1994, filed on March 31, 1995 (File No. 0-18429)
4
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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-8 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
this 26th day of February, 1997.
THE LOEWEN GROUP INC.
By: /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board and Chief
Executive Officer
5
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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 of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make
such other changes in the registration statement as the aforesaid
attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
February 26, 1997 /s/ Raymond L. Loewen
Date Raymond L. Loewen
Chairman of the Board and Chief
Executive Officer and Director
(Principal Executive Officer)
February 26, 1997 /s/ Timothy R. Hogenkamp
Date Timothy R. Hogenkamp
President and Chief Operating
Officer and
Director
(Principal Executive Officer)
February 26, 1997 /s/ Paul Wagler
Date Paul Wagler
Senior Vice-President, Finance and
Chief Financial Officer and
Director
(Principal Financial Officer)
February 26, 1997 /s/ Wm. Grant Ballantyne
Date Wm. Grant Ballantyne
Senior Vice President, Financial
Control and Administration
(Principal Accounting Officer)
February 26, 1997 /s/ Kenneth S. Bagnell
Date Kenneth S. Bagnell
Director
6
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February 26, 1997 /s/ The Honorable J. Carter Beese, Jr.
Date The Honorable J. Carter Beese, Jr.
Director
February 26, 1997 /s/ Earl A. Grollman
Date Earl A. Grollman
Director
February 26, 1997 /s/ Peter S. Hyndman
Date Peter S. Hyndman
Director
February 26, 1997 /s/ Albert S. Lineberry, Sr.
Date Albert S. Lineberry, Sr.
Director
February 26, 1997 /s/ Charles B. Loewen
Date Charles B. Loewen
Director
February 26, 1997 /s/ Robert B. Lundgren
Date Robert B. Lundgren
Director
7
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February 26, 1997 /s/ James D. McLennan
Date James D. McLennan
Director
February 26, 1997 /s/ Lawrence Miller
Date Lawrence Miller
Director
February 26, 1997 /s/ Lawrence Miller
Date Ernest G. Penner
Director
February 26, 1997 /s/ The Right Honourable
John N. Turner, P.C., C.C., Q.C.
Date The Right Honourable John N. Turner,
P.C., C.C., Q.C.
Director
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:
The undersigned is the Company's authorized representative
in the United States.
February 26, 1997 /s/ Timothy R. Hogenkamp
Date Timothy R. Hogenkamp
8
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Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee
benefit plan) 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 February 26, 1997.
LOEWEN GROUP INTERNATIONAL, INC.
401(k) RETIREMENT PLAN
By: /s/ Raymond L. Loewen
Raymond L. Loewen
Trustee
9
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EXHIBIT INDEX
Number Exhibit
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY-HOLDERS
4.1 Altered Memorandum of registrant, filed with the
British Columbia Registrar of Companies on June 21,
1996 (1)
4.2 Articles of The Loewen Group Inc., restated, filed
with the British Columbia Registrar of Companies on
March 1, 1988, as amended on March 30, 1988, April
21, 1988, May 19, 1988, Mary 28, 1992, May 20,
1993, June 29, 1994, December 21, 1995 and February
7, 1996 (2)
4.3 Shareholder Protection Rights Plan, dated as of
April 20, 1990, as amended on May 24, 1990 and
April 7, 1994 and reconfirmed on May 17, 1995 (3)
23 CONSENTS OF EXPERTS
23.1 Consent of KPMG
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Richter, Usher & Vineberg
23.4 Consent of Altschuler, Melvion and Glasser LLP
23.5 Consents of Keith J. Schulte Accountancy Corporation
23.6 Consents of Hirsch, Oelbaum, Bram & Hanover
23.7 Consent of KPMG Peat Marwick LLP
25 POWERS OF ATTORNEY (included on the signature pages to
this Registration Statement)
(1) Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996,
filed on August 15, 1996 (File No. 0-18429)
(2) Incorporated by reference from the registrant's Annual
Report on Form 10-K for the year ended December 31, 1995,
filed on March 28, 1996, as amended (File No. 1-12163)
(3) Incorporated by reference from the registrant's Annual
Report on Form 10-K for the year ended December 31, 1994,
filed on March 31, 1995 (File No. 0-18429)
EXHIBIT 23.1
[LETTERHEAD OF KPMG]
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-8 with respect to 401(k) Retirement Plan 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 three
year period ended December 31, 1995, and related schedule, which
report is incorporated herein by reference.
/s/ KPMG
Chartered Accountants
Vancouver, Canada
February 24, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of
The Loewen Group Inc.
We hereby consent to the incorporation by reference in the
Registration Statement on 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
Tampa, Florida
February 24, 1997
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EXHIBIT 23.3
AUDITOR'S CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 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 included in the Current Report on Form S-
8 of The Loewen Group Inc. dated May 1, 1996.
/s/ Richter, Usher & Vineberg
Montreal, Quebec
February 24, 1997
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EXHIBIT 23.4
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 Registration Statement on Form S-8 of the Loewen
Group Inc. dated May 1, 1996, which is incorporated by reference
in this registration statement. We hereby consent to the
incorporation by reference in the Registration Statement on Form
S-8 of the aforementioned report.
/s/ Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
February 24, 1997
<PAGE>
EXHIBIT 23.5
[LETTERHEAD OF KEITH J. SCHULTE ACCOUNTANCY CORPORATION]
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of The Loewen Group Inc. of our report
dated April 24, 1996, with respect to the financial statements of
Security Plus Mini & RV Storage, Inc. as of December 31, 1994 and
for the year then ended, which report appears in the Current
Report on Form 8-K of The Loewen Group Inc dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
By: /s/ Keith J.
Schulte
Certified Public Accountant
Long Beach, California
February 24, 1997
<PAGE>
[LETTERHEAD OF KEITH J. SCHULTE ACCOUNTANCY CORPORATION]
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of The Loewen Group Inc. of our report
dated April 24, 1996, with respect to the financial statements of
International Memorial Society, Inc. as of December 31, 1994 and
for the year then ended, which report appears in the Current
Report on Form 8-K of The Loewen Group, Inc. dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
By: /s/ Keith J.
Schulte
Certified Public Accountant
Long Beach, California
February 24, 1997
<PAGE>
[LETTERHEAD OF KEITH J. SCHULTE ACCOUNTANCY CORPORATION]
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of The Loewen Group Inc. of our report
dated April 24, 1996, with respect to the financial statements of
Springs Mausoleum, Inc. as of December 31, 1994 and for the year
then ended, which report appears in the Current Report on Form 8-
K of The Loewen Group Inc. dated May 1, 1996.
KEITH J. SCHULTE ACCOUNTANCY CORPORATION
By: /s/ Keith J.
Schulte
Certified Public Accountant
Long Beach, California
February 24, 1997
<PAGE>
EXHIBIT 23.6
[LETTERHEAD OF HIRSCH, OELBAUM, BRAM & HANOVER]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 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 included in the
Registration Statement on Form S-8 of The Loewen Group Inc. dated
May 1, 1996.
/s/ Hirsch, Oelbaum, Bram & Hanover, C.P.A., P.C.
New York, New York
February 24, 1997
<PAGE>
[LETTERHEAD OF HIRSCH, OELBAUM, BRAM & HANOVER]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of The Loewen Group Inc. of our report
dated May 15, 1995 and, with respect to the financial statements
of Beverly Hills Cemetery Corporation, Inc., as of December 31,
1994 and for the year then ended included in the Registration
Statement on Form S-8 of The Loewen Group Inc. dated May 1, 1996.
/s/ Hirsch, Oelbaum, Bram & Hanover, C.P.A., P.C.
New York, New York
February 24, 1997
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EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
The Loewen Group Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 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/A No. 2 of The Loewen Group
Inc. dated July 5, 1996.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
February 24, 1997
