Filed pursuant to Rule 424(b)(3)
File No. 333-07175
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 New York Stock
Exchange under the symbol "LWN." On January 24, 1997, the
closing price per Common Share on the New York Stock Exchange was
$36.125.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE 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 New York
Stock Exchange 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 January 24, 1997
<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. In addition,
reports, proxy statements and other information that Loewen files
with the Commission electronically are contained in the Internet
Web site maintained by the Commission. The Commission's Web site
address is http://www.sec.gov. The Common Shares are traded on
the New York Stock Exchange, 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 New York Stock Exchange at 20 Broad Street, New York, New
York 10005, 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,
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended, and in Note 11 to the
interim consolidated financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996. 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.
<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, cemetery and cremation
merchandise and services. As at December 31, 1996, the Company
operated 956 funeral homes and 313 cemeteries throughout North
America. This included 837 funeral homes and 307 cemeteries in
the United States (including locations in Puerto Rico).
On January 7, 1997, Service Corporation International
("SCI") publicly withdrew its unsolicited exchange offer to
acquire Loewen (the "Proposed SCI Offer"). SCI had stated that,
pursuant to the Proposed SCI Offer announced in October 1996, SCI
would exchange $45 worth of common stock for each Common Share
tendered and $29.51 worth of common stock for each Loewen Series
C preferred share tendered. In October 1996, the Loewen Board of
Directors unanimously determined that the offer was inadequate
and not in the best interests of Loewen or its shareholders and
recommended that, if the offer were commenced, Loewen
shareholders should not tender their shares.
Loewen was incorporated in 1985 under the laws of British
Columbia, Canada. Loewen's principal executive offices are
located at 4126 Norland Avenue, Burnaby, British Columbia,
Canada, V5G 3S8; telephone (604) 299-9321.
<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.
COMMON SHARES COMMON SHARES
BENEFICIALLY OWNED NUMBER BENEFICIALLY
PRIOR TO THE OF OWNED
OFFERING SHARES AFTER THE
OFFERING
NUMBER PERCENT TO BE NUMBER PERCENT
OF OF SOLD OF OF
NAME OF SHAREHOLDER SHARES(1) CLASS(1) IN THE SHARES CLASS
OFFERING
Provident Indemnity Life 558,519 .95% 558,519 -0- --
Insurance Company(2)(3)
Berger & Montague, 281,481 .48% 281,481 -0- --
P.C.(2)
Provident American 160,000 .27% 160,000 -0- --
Corporation(2)(3)
Honorine and John 148,630 .25% 132,930 15,700 .03%
Flanagan(4)
Honorine Flanagan(4)(5) 84,081 .14% 83,081 1,000 --
(1) Determined as of January 24, 1997.
(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.
<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 New York Stock Exchange, 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, certificates representing such Offered Shares may bear a
legend describing the British Columbia Hold Period and related
trading restrictions imposed by The Montreal Exchange and The
Toronto Stock Exchange.
Loewen has been advised by the New York Stock Exchange that
the certificates delivered by the Selling Shareholders
representing Offered Shares will be freely tradable on the New
York Stock Exchange
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 have been 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 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.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by Loewen with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
(File No. 0-18429 for filing prior to September 27, 1996; File
No. 1-12163 for filings on or subsequent to September 27, 1996)
are hereby incorporated herein by reference: (a) Loewen's (i)
Annual Report on Form 10-K for the year ended December 31, 1995
filed March 28, 1996 (as amended on Form 10-K/A filed June 20,
1996); (ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 (filed May 15, 1996), June 30, 1996 (filed August
14, 1996) and September 30, 1996 (filed November 14, 1996); (iii)
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 Forms 8-K/A
filed June 11, 1996 and July 6, 1996), March 31, 1996, May 1,
1996, May 8, 1996, May 24, 1996, May 31, 1996, June 4, 1996, June
6, 1996, June 17, 1996, June 30, 1996, August 7, 1996, August 26,
1996 (as amended on Form 8-K/A, filed October 30, 1996), August
29, 1996, September 5, 1996, September 17, 1996, September 20,
1996, September 24, 1996, September 26, 1996, October 1, 1996,
October 10, 1996, October 14, 1996, October 17, 1996, October 20,
1996, November 1, 1996, November 3, 1996 and November 5, 1996,
November 12, 1996, November 22, 1996, December 4, 1996, December
9, 1996, December 12, 1996, December 13, 1996, December 18, 1996,
December 27, 1996, January 7, 1997 and January 8, 1997;
(iv) Reports by Issuer of Securities Quoted on Nasdaq Interdealer
Quotation System on Form 10-C dated February 27, 1996 and March
20, 1996; and (b) the description of the Common Shares 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 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 the
offering of the Offered Shares 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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, as amended and supplemented, and certain
documents incorporated by reference herein contain both
statements of historical fact and "forward-looking statements"
within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. Examples of forward-looking
statements include: (i) projections of revenue, income,
earnings, capital expenditures, dividends, capital structure and
other financial items, (ii) statements of the plans and
objectives of the Company or its management, (iii) statements of
the future economic performance of the Company and (iv) the
assumptions underlying statements regarding the Company or its
business. Important factors, risks and uncertainties that could
cause actual results to differ materially from any forward-
looking statements ("Cautionary Statements") are disclosed in
certain documents incorporated by reference herein and may be
included in this Prospectus, as amended and supplemented. All
subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Cautionary
Statements.
<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 THE LOEWEN GROUP INC.
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 PROSPECTUS
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 1,216,011
Prospectus is correct as of any Common Shares
time subsequent to the date of _______________
this Prospectus.
TABLE OF CONTENTS
Page
Available Information 2
Financial Information 2
The Company 3
Selling Shareholders 4
Plan of Distribution 5
Certain Restrictions on January 24, 1997
Transfer 5
Experts 5
Legal Matters 5
Enforceability of Certain
Civil Liabilities
Against Loewen 5
Incorporation of Certain
Information by Reference 6
Disclosure Regarding
Forward-Looking Statements 6
