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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-9/A
(AMENDMENT NO. 8)
(FINAL AMENDMENT)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
________________
THE LOEWEN GROUP INC.
(Name of Subject Company)
THE LOEWEN GROUP INC.
(Name of Person(s) Filing Statement)
COMMON SHARES, WITHOUT PAR VALUE
(AND ASSOCIATED SHARE PURCHASE RIGHTS)
6.00% CUMULATIVE REDEEMABLE CONVERTIBLE FIRST
PREFERRED SHARES, SERIES C, WITHOUT PAR VALUE
(Title of Class of Securities)
54042L100
54042L407
(CUSIP Number of Class of Securities)
________________
Peter S. Hyndman
Vice President, Law and Corporate Secretary
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, British Columbia
Canada V5G 3S8
(604)299-9321
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
Lyle G. Ganske, Esq.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, as amended (the "Schedule 14D-9") of The Loewen
Group Inc., a corporation incorporated under the laws of British Columbia,
Canada (the "Company"), initially filed with the Securities and Exchange
Commission (the "Commission") on October 10, 1996, with respect to the proposed
exchange offers (the "Second SCI Proposal") announced on October 2, 1996, and
disclosed in a Registration Statement on Form S-4, as amended (the "Registration
Statement") initially filed with the Commission on October 3, 1996, by New
Service Corporation International, a Delaware corporation ("New SCI"), and SCI
Holdings Canada, Inc., a company incorporated under the laws of British
Columbia, Canada ("Canadian SCI"), each a wholly owned direct or indirect
subsidiary of Service Corporation International, a Texas Corporation ("SCI").
The proposed exchange offers contemplated by the Second SCI Proposal have not
yet commenced.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 is amended and supplemented hereby by inserting the following
new paragraph after the last paragraph of Item 2:
On January 8, 1997, SCI filed with the Commission a Current Report on
Form 8-K attaching a press release announcing that SCI is withdrawing the Second
SCI Proposal.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Except for Exhibit 56 which is filed herewith, the following Exhibits
were previously filed with the Schedule 14D-9:
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Exhibit 1 -- Letter from L. William Heiligbrodt to Raymond L. Loewen, dated September 17, 1996.
Exhibit 2 -- Letter from L. William Heiligbrodt to Raymond L. Loewen, dated September 18, 1996.
Exhibit 3 -- Letter to Shareholders from Raymond L. Loewen, dated September 24, 1996.
Exhibit 4 -- Letter to L. William Heiligbrodt from Raymond L. Loewen, dated September 24, 1996.
Exhibit 5 -- [Intentionally omitted].
Exhibit 6 -- Press Release issued by Loewen, dated September 17, 1996.
Exhibit 7 -- [Intentionally omitted].
Exhibit 8 -- Press Release issued by Loewen, dated September 24, 1996.
Exhibit 9 -- Press Release issued by Loewen, dated September 27, 1996.
Exhibit 10 -- Press Release issued by Loewen, dated October 1, 1996.
Exhibit 11 -- Press Release issued by SCI, dated October 2, 1996.
Exhibit 12 -- Press Release issued by Loewen, dated October 2, 1996.
Exhibit 13* -- Press Release issued by Loewen, dated October 10, 1996.
Exhibit 14 -- Complaint in KRIM V. BAGNELL, ET AL. (Superior Court of the State of California).
Exhibit 15 -- First Amended Complaint in SERVICE CORPORATION INTERNATIONAL V. THE
LOEWEN GROUP INC. (United States District Court for the Southern District of Texas).
Exhibit 16 -- Complaint in THE LOEWEN GROUP INC. V. SERVICE CORPORATION
INTERNATIONAL, ET AL. (United States District Court for the Eastern District of New York).
Exhibit 17* -- Opinion letter of Smith Barney Inc. to Loewen Board of Directors, dated October 10, 1996.
Exhibit 18* -- Opinion letter of Nesbitt Burns Inc. to Loewen Board of Directors, dated October 10, 1996.
Exhibit 19 -- Pages 15 - 20 and 32 - 34 of The Loewen Group Inc. Proxy Statement, dated April 9, 1996.
Exhibit 20 -- The Loewen Group Inc. Employee Stock Option Plan (United States).
Exhibit 21 -- The Loewen Group Inc. Employee Stock Option Plan (Canada).
Exhibit 22 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (Directors of
Loewen Group International, Inc.).
Exhibit 23 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (Directors of
subsidiaries).
Exhibit 24 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (employees).
Exhibit 25 -- The Loewen Group Inc. Employee Share Purchase Plan (United States).
Exhibit 26 -- The Loewen Group Inc. Employee Share Purchase Plan (Canada).
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Exhibit 27 -- The Loewen Group Inc. 1994 Management Equity Investment Plan.
Exhibit 28 -- Form of The Loewen Group Inc. 1994 Management Equity Investment Plan Investment
Option Agreement.
Exhibit 29 -- The Loewen Group Inc. Supplement to 1994 Management Equity Investment Plan.
Exhibit 30 -- The Loewen Group Inc. Addendum to 1994 Management Equity Investment Plan.
Exhibit 31 -- Form of The Loewen Group Inc. Management Equity Investment Plan Borrowing
Agreement.
Exhibit 32 -- Form of The Loewen Group Inc. Management Equity Investment Plan Executive
Agreement.
Exhibit 33 -- Form of The Loewen Group Inc. Management Equity Investment Plan 1994 Exchangeable
Floating Rate Debenture due July 15, 2001.
Exhibit 34 -- The Loewen Group Inc. 1994 Outside Director Compensation Plan.
Exhibit 35 -- The Loewen Group Inc. Employee Stock Bonus Plan.
Exhibit 36 -- The Loewen Group Inc. Shareholder Protection Rights Plan Agreement and Amendments.
Exhibit 37 -- Employment Agreement with Timothy R. Hogenkamp.
Exhibit 38 -- [Intentionally omitted].
Exhibit 39 -- Form of Indemnification Agreement with Outside Directors.
Exhibit 40 -- Form of Indemnification Agreement with Officers.
Exhibit 41 -- Form of The Loewen Group Inc. Severance Agreement.
Exhibit 42 -- The Loewen Group Inc. Severance Pay Plan.
Exhibit 43* -- Letter to Shareholders from Raymond L. Loewen, dated October 10, 1996.
Exhibit 44 -- Press Release issued by Loewen, dated October 14, 1996.
Exhibit 45 -- Press Release issued by Loewen, dated October 17, 1996.
Exhibit 46 -- Press Release issued by Loewen, dated October 20, 1996.
Exhibit 47 -- Press Release issued by Loewen, dated November 1, 1996.
Exhibit 48 -- Press Release issued by Loewen, dated November 3, 1996.
Exhibit 49 -- Memorandum Opinion dated November 27, 1996 (United States District Court for the
Southern District of Texas).
Exhibit 50 -- Press Release issued by Loewen, dated December 1, 1996.
Exhibit 51 -- Form of The Loewen Group Inc. Regional Executive Severance Agreement.
Exhibit 52 -- Form of The Loewen Group Inc. Consultant Severance Agreement.
Exhibit 53 -- Press Release issued by Loewen, dated December 11, 1996.
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Exhibit 54 -- Order for Expedited Discovery dated December 11, 1996
(United States District Court for the Eastern District of New York).
Exhibit 55 -- Answer in THE LOEWEN GROUP INC. V. SERVICE CORPORATION INTERNATIONAL, ET AL.
(United States District Court for the Eastern District of New York).
Exhibit 56 -- Press Release issued by Loewen, dated January 7, 1997.
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* Exhibits distributed to Shareholders.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 14D-9 is true, complete
and correct.
THE LOEWEN GROUP INC.
By: /s/ Peter S. Hyndman
-----------------------------------
Name: Peter S. Hyndman
Title: Vice President, Law and
Corporate Secretary
Dated: January 9, 1997
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EXHIBIT 56
FOR IMMEDIATE RELEASE
=====================
LOEWEN GROUP TO PURSUE ITS
INDEPENDENT GROWTH STRATEGY
LOEWEN ANNOUNCES RECORD ACQUISITIONS FOR 1996
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VANCOUVER, January 7, 1997 -- The Loewen Group Inc. (NYSE, TSE, ME: LWN)
announced today that it is pleased that Service Corporation International (SCI)
has decided to withdraw its hostile takeover bid.
The Company takes exception with the reasons cited in SCI's press release
earlier today for withdrawing its hostile bid. The Loewen Board of Directors has
consistently stated that the SCI proposal was inadequate and that the best way
to maximize value for shareholders is through the continued implementation of
the Company's superior long-term business plan as an independent company.
Raymond L. Loewen, Chairman and Chief Executive Officer said, "Today's
announcement is good news for the industry, Loewen Group shareholders and
consumers. Our company has performed strongly throughout 1996, and with this
distraction behind us, we look forward to continued implementation of our growth
strategy in 1997. As the preferred acquiror in the funeral home and cemetery
industry, our company has laid a solid foundation for continued growth."
The Company announced that during 1996 its funeral home and cemetery
acquisition activity reached a record level, and the aggressive pace of
acquisition activity is continuing into 1997. The Company was involved in
acquisitions or structured transactions totaling $1.4 billion last year.
During 1996, Loewen Group signed or closed acquisitions totaling a record
$830 million, compared with $795 million the previous year. The Company was also
involved in two major transactions completed with Blackstone Capital Partners II
Merchant Banking Fund L.P. to purchase Prime Succession Inc. of Batesville,
Indiana -- North America's
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fourth largest supplier of funeral services -- for $295 million and Rose Hills
cemetery and related mortuary of Los Angeles -- the largest cemetery in North
America -- for $240 million.
Mr. Loewen stated, "I am very optimistic about our ability to continue to
build shareholder value in the future as we execute the Loewen Group's growth
plans."
With corporate offices in Vancouver, British Columbia, Cincinnati and
Philadelphia, The Loewen Group Inc. is the second largest funeral home and
cemetery service company in North America. The Company employs in excess of
13,000 people and owns or operates 956 funeral homes and 313 cemeteries across
the United States and Canada. Over 90% of the Company's revenue is derived from
the United States.
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Contacts:
David A. Laundy, VP, Communications Thomas C. Franco
The Loewen Group Inc. Broadgate Consultants, Inc.
Tel: (604) 293-7857 Tel: (212) 229-2222
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