Filed pursuant to Rule 424(b)(3)
File No. 333-10543
PROSPECTUS
THE LOEWEN GROUP INC.
4126 Norland Avenue
Burnaby, British Columbia
[LOGO] Canada V5G 3S8
1,500,000 Common Shares
The Common shares without par value (the "Common Shares") of The
Loewen Group Inc., a corporation 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 10, 1997, the closing
price per Common Share on the New York Stock Exchange was $37.25.
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 and
sold from time to time by the Selling Shareholders on the New York
Stock Exchange (or any other national securities exchange in the
United States or interdealer quotation system on which the Common
Shares may then be listed), in privately negotiated transactions
(which may include block 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. This Prospectus
may be used by the Selling Shareholders or by any broker-dealer who
may participate in sales of the Offered Shares. Participating broker-
dealers may act as agents or principals or both and may receive
commissions, discounts or concessions in connection with sales or
other transfers of Offered Shares. See "Plan of Distribution."
Loewen Group International, Inc., a Delaware corporation and a wholly
owned subsidiary of Loewen ("LGII"), has agreed to pay the expenses
of registering the Offered Shares on behalf of the Selling
Shareholders, other than broker-dealer commissions, discounts or
concessions and any legal fees incurred by the Selling Shareholders
in connection with sales of the Offered Shares.
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 not been a change in the information contained herein
since the date hereof.
The date of this Prospectus is January 10, 1997.
<PAGE>
AVAILABLE INFORMATION
Loewen has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 (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, with respect to the Offered Shares. 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 IJ2 and at the offices of The Montreal Exchange at 800
Victoria Square, Montreal, Quebec, Canada H4Z 1A9.
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,
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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
Certain documents incorporated by reference in this
Prospectus 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, earnings, capital structure and other financial items,
(ii) statements of the plans and objectives of the Company or its
management, (iii) statements of future economic performance of
the Company and (iv) 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. 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.
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 consolidated financial statements included in
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<PAGE>
the Company's Annual Report on Form 10-K for the year ended December
31, 1995, 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.
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.
4
<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.
NUMBER
OF
COMMON SHARES SHARES COMMON SHARES
BENEFICIALLY HELD BENEFICIALLY
OWNED PRIOR TO OF OWNED AFTER THE
THE OFFERING RECORD OFFERING
TO BE
SOLD
IN
NUMBER PERCENT THE NUMBER PERCENT
OF OF OFFERING OF OF
SHARES CLASS SHARES CLASS
(1) (1)
Gulf Group, Inc. and
Affiliates (2)
Gulf Group, Inc. 596,875(3) 1.01% 49,167 0 0%
Gulf National Life
Insurance Company 547,708(4) 0.93 186,771 0 0
Gulf Holdings, Inc. 360,937(5) 0.61 82,500 0 0
Selected Funeral Insurance
Company 278,437 0.47 278,437 0 0
Bradford-O'Keefe Funeral
Homes, Inc. 20,625(6) 0.03 12,375 0 0
James F. Webb Funeral
Homes, Inc. 8,250 0.01 8,250 0 0
Jeremiah J. O'Keefe, Sr. 643,750(7) 1.09 26,250 0 0
Jeffrey H. O'Keefe 783,750(7) 1.33 41,250 0 0
Other Selling Shareholders
Willie E. Gary 375,000 0.63 375,000 0 0
People's Bank Biloxi, as
escrow agent for Halbert
E. Dockins, Jr. and
Michael S. Allred -- The 240,000(8) 0.41 240,000 0 0
Law Firm of Allred and
Donaldson
The O'Keefe Foundation 140,000(9) 0.24 140,000 0 0
Michael F. Cavanaugh 60,000 0.10 60,000 0 0
Footnotes appear on the following page.
5
<PAGE>
(1) Determined as of January 8, 1997.
7
(2) Gulf Group, Inc. ("Gulf Group") and its affiliates named
herein (collectively, the "Gulf Shareholders") hold of record
an aggregate of 685,000 Common Shares, all of which shares
are Offered Shares. As a result of the affiliations among
the Gulf Shareholders, Common Shares held of record by one of
the Gulf Shareholders may be deemed to be beneficially owned
by one or more of the other Gulf Shareholders. Each of
Jeremiah J. O'Keefe, Sr. and Jeffrey H. O'Keefe holds more
than 10% of the outstanding shares of capital stock of
Bradford-O'Keefe Funeral Homes, Inc. ("Bradford-O'Keefe"),
which is the sole shareholder of James F. Webb Funeral Homes,
Inc. ("James F. Webb"). Jeremiah J. O'Keefe, Sr. also holds
more than 10% of the outstanding shares of capital stock of
Gulf Group, which is the sole shareholder of Gulf National
Life Insurance Company ("Gulf National"). Gulf National
holds more than 10% of the outstanding shares of capital
stock of Gulf Holdings, Inc. ("Gulf Holdings"), which is the
sole shareholder of Selected Funeral Insurance Company
("Selected Insurance"). Jeremiah J. O'Keefe, Sr. is a
director of Gulf Group, Gulf Holdings and Bradford-O'Keefe.
Jeffrey H. O'Keefe is a director of Gulf Group, Gulf
National, Gulf Holdings and Selected Insurance.
(3) Includes 547,708 Offered Shares held of record by Gulf
National, Gulf Holdings and Selected Insurance. Also
includes 8,250 Common Shares originally issued to Gulf
National Investment Company ("Gulf Investment"). Gulf
Investment has been merged with and into Gulf Group.
(4) Includes 360,937 Offered Shares held of record by Gulf
Holdings and Selected Insurance.
(5) Includes 278,437 Offered Shares held of record by Selected
Insurance.
(6) Includes 8,250 Offered Shares held of record by James F.
Webb.
(7) Includes 617,500 Offered Shares held of record by Gulf Group,
Gulf National, Gulf Holdings, Selected Insurance, Bradford-
O'Keefe and James F. Webb.
(8) Consists of shares held in an escrow account which may be
revoked at any time by the law firm of Allred & Donaldson.
(9) Consists of shares acquired from Gulf Group, Gulf National
and Jeremiah J. O'Keefe, Sr. in October 1996.
AGREEMENTS WITH THE SELLING SHAREHOLDERS
The Offered Shares were acquired by the Selling Shareholders
(other than The O'Keefe Foundation, which acquired its shares
from certain of the Selling Shareholders) in connection with the
settlement (the "Settlement") of certain litigation against
Loewen, LGII and two indirect subsidiaries. The Offered Shares
are being registered pursuant to certain registration rights
granted by Loewen pursuant to a Shareholders' Agreement made as
of February 9, 1996, by and among Loewen, LGII, Jeremiah J.
O'Keefe, Sr., Jeffrey H. O'Keefe, Bradford-O'Keefe, Gulf
Holdings, Gulf Group, Gulf Investment, Gulf National, Selected
Insurance, James F. Webb, Michael Allred and the law firm of
Allred & Donaldson, Willie E. Gary and the law firm of Gary,
Williams, Parenti, Finney, Lewis & McManus, Michael F. Cavanaugh,
individually, and Halbert E. Dockins, Jr., individually (the
"Shareholders' Agreement").
The Shareholders' Agreement also includes, with respect to
the Offered Shares (a) a per share price guarantee, pursuant to
which, in certain circumstances, LGII will be required to pay to
each Selling Shareholder, upon due notice ("Notice"), the amount
by which $30 exceeds the weighted average closing price of the
Common Shares on the New York Stock Exchange (or such other
national securities exchange or interdealer quotation system as
may then be the principal United States market for the Common
Shares) for the five consecutive trading days preceding the date
of the Notice, (b) a voting agreement pursuant to which the
Selling Shareholders have agreed, until February 9, 1998, to vote
the Offered Shares in accordance with the recommendations of the
Board of Directors of Loewen, and (c) a right of first refusal
granted to Loewen or its assignee by each of the Selling
Shareholders. Pursuant to the terms of the
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<PAGE>
Shareholders' Agreement, Offered Shares sold pursuant to this
Prospectus, upon transfer, will cease to be subject to the
Shareholders' Agreement and persons who so acquire Offered Shares
will not be entitled to receive any benefits from the
Shareholders' Agreement.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time on the New
York Stock Exchange (or any other national securities exchange in
the United States or interdealer quotation system on which the
Common Shares may then be listed), in privately negotiated
transactions (which may include block transactions) or otherwise.
Such sales may be made at the market price prevailing at or
around the time of sale, a price related to such prevailing
market price or a negotiated price. 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. This Prospectus may be
used by the Selling Shareholders or by any broker-dealer who may
participate in sales of the Offered Shares. Participating broker-
dealers may act as agents or principals or both and may receive
commissions, discounts or concessions (which may be in excess of
customary brokers' commissions) in connection with sales or other
transfers of Offered Shares. Other than the right of first
refusal included in the Shareholders' Agreement, Loewen has not
entered into any agreements or arrangements relating to the sale
of the Offered Shares.
LGII has agreed to pay the expenses of registering the
Offered Shares on behalf of the Selling Shareholders, other than
broker-dealer commissions, discounts or concessions and any legal
fees incurred by the Selling Shareholders in connection with
sales of the Offered Shares. Loewen has agreed to indemnify the
Selling Shareholders and any underwriter (as defined in the
Securities Act) for a Selling Shareholder against certain
liabilities under the Securities Act.
CERTAIN RESTRICTIONS ON TRANSFER
The Offered Shares were issued to the Selling Shareholders
pursuant to a private placement exemption under the laws of
British Columbia, Canada. The Offered Shares may not be traded
in British Columbia until the expiration of a one-year hold
period that commenced on February 15, 1996 (the "British Columbia
Hold Period"). The British Columbia Hold Period will expire on
February 15, 1997. Until the British Columbia Hold Period has
expired, the Offered Shares may not be sold into British
Columbia.
Loewen has been advised by the New York Stock Exchange that
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 have been so incorporated in
reliance on such report given on the authority of KPMG as experts
in accounting and auditing.
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<PAGE>
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.
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<PAGE>
No dealer, salesperson or other person
has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus in
connection with the offer and sale of
securities made hereby, and if given or
made, such information or representations
must not be relied upon as having been
authorized by the Company or the Selling THE LOEWEN GROUP
Shareholders. This Prospectus does not INC.
constitute an offer of any securities
other than those to which it relates or
an offer or a solicitation in any
jurisdiction to any person to whom it is
not lawful to make such offer or
solicitation in such jurisdiction.
Neither the delivery of this Prospectus,
nor any distribution of securities made
hereunder shall, under any circumstances,
create any implication that there has not
been a change in the facts set forth in
this Prospectus or in the affairs of the
Company since the date hereof or that the
information contained herein is correct PROSPECTUS
as of any time subsequent to the date
hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Information
by Reference 2
Disclosure Regarding Forward-Looking
Statements 3 1,5000,000
Financial Information 3
The Company 4 COMMON SHARES
Selling Shareholders 5
Agreements with the Selling
Shareholders 6
Plan of Distribution 7
Certain Restrictions on Transfer 7
Experts 7
Legal Matters 8
Enforceability of Certain Civil
Liabilities Against Loewen 8
January 10, 1997
