Filed pursuant to Rule 424(b)(3)
File No. 333-09523
[LOGO] 5,000,000 SHARES
THE LOEWEN GROUP INC.
COMMON SHARES WITHOUT PAR VALUE
This Prospectus relates to 5,000,000 Common shares
without par value ("Common Shares") of The Loewen Group Inc.
("Loewen" and, together with its subsidiaries and associated
entities, the "Company"), which may be offered and issued from
time to time in connection with the acquisition by the Company of
funeral home, cemetery and related businesses or properties. The
Common Shares may be issued in mergers or consolidations, in
exchange for shares of capital stock, partnership interests or
other assets representing an interest in other companies or other
entities, or in exchange for assets, including assets
constituting all or substantially all of the assets and
businesses of such entities. The terms of, including the
consideration for, such acquisitions generally will be determined
by negotiations between the Company's representatives and the
owners or controlling persons of the businesses or properties to
be acquired. The consideration paid to such owners or
controlling persons may include consideration other than, or in
addition to, Common Shares. Such acquisitions generally will not
involve the payment of underwriting fees or discounts, except
that finders' fees may be paid at times. In addition, the
Company may provide price guarantees for the Common Shares and
may make up any shortfall by issuing additional Common Shares
under this Prospectus or in cash. The Company may lease property
from, and enter into employment, management or consulting
agreements and non-competition agreements with, the former owners
and key personnel of the business or properties to be acquired.
It is anticipated that Common Shares issued in
connection with an acquisition will be valued at a price
reasonably related to the market value of the Common Shares at or
about the time the terms of the acquisition are agreed upon or at
about the time of the closing of the transaction.
The Common Shares offered hereby may, subject to
certain conditions, be resold pursuant to this Prospectus by
persons who receive such shares in transactions in which they
might otherwise be deemed underwriters within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). See
"Resales."
The Common Shares are quoted on the New York Stock
Exchange under the symbol "LWN." Application will be made to
list the Common Shares offered hereby on the New York Stock
Exchange. The last reported sales price of the Common Shares on
the New York Stock Exchange on January 17, 1997 was $36.25 per
share.
NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN
ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED
HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE.
THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN AND WILL NOT BE
QUALIFIED FOR SALE UNDER THE SECURITIES LAWS OF CANADA AND,
SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN
CANADA.
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.
THE DATE OF THIS PROSPECTUS IS JANUARY 17, 1997
<PAGE>
AVAILABLE INFORMATION
Loewen has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-
4 (together with any amendments, supplements, exhibits, annexes
and schedules thereto, the "Registration Statement") pursuant to
the Securities Act and the rules and regulations thereunder, with
respect to the Common Shares offered hereby. 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.
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS) ARE
AVAILABLE UPON REQUEST FROM THE CORPORATE SECRETARY OF THE LOEWEN
GROUP INC., 4126 NORLAND AVENUE, BURNABY, BRITISH COLUMBIA,
V5G 3S8, CANADA; TELEPHONE (604) 299-9321. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE AT
LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH AN INVESTMENT
DECISION IS TO BE MADE.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by Loewen with the
Commission (File No. 0-18429 for filings 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) and June 30,
1996 (filed August 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 10, 1996 and July
5, 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 21,
1996, June 30, 1996, August 7, 1996, August 26, 1996, August 29,
1996, September 5, 1996, September 17, 1996, September 20, 1996,
September 24, 1996, September 26, 1996, September 30, 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,
<PAGE>
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 securities offered hereby 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.
FINANCIAL INFORMATION
All dollar amounts in this Prospectus are in United
States dollars ("U.S.$" or "$") unless otherwise indicated.
References to "Cdn.$" are to Canadian dollars.
The Company prepares its consolidated financial
statements included in its reports filed pursuant to the Exchange
Act 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 (the "1995 Consolidated
Financial Statements"), 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 "September 1996 Interim Consolidated Financial
Statements"). The selected consolidated financial data with
respect to the Company included in this Prospectus are presented
on a Canadian GAAP and a U.S. GAAP basis.
The consolidated financial statements of the Company for the
fiscal year ended December 31, 1993, and for prior fiscal 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 fiscal 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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, as amended and supplemented, and
certain documents incorporated by reference herein contain or may
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 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 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>
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 services through its
operating locations and the pre-need selling of cemetery and
cremation services through certain of its operating locations.
As at December 31, 1996 the Company operated 956 funeral homes
and 313 cemeteries throughout North America. Over 90% of the
Company's revenues are derived from United States operations.
Loewen Group International, Inc., a Delaware corporation and a
wholly-owned subsidiary of Loewen, serves as a holding company
for such United States operations.
The funeral service industry historically has been
characterized by low business risk compared with most other
businesses and has not been significantly affected by economic or
market cycles. Future demographic trends are expected to
contribute to the continued stability of the funeral service
industry. In addition, the funeral service industry in North
America is highly fragmented, consisting primarily of small,
stable, family-owned funeral homes. The Company capitalizes on
these attractive industry fundamentals through a growth strategy
that emphasizes three principal components: (i) acquiring a
significant number of small, family-owned funeral homes and
cemeteries; (ii) acquiring "strategic" operations consisting
predominantly of large, multi-location urban properties that
generally serve as platforms for acquiring small, family-owned
businesses in surrounding regions; and (iii) improving the
revenue and profitability of newly-acquired and established
locations. During 1996, the Company acquired 159 funeral homes
and 136 cemeteries for total consideration of approximately $583
million.
Loewen was incorporated in 1985 under the laws of British
Columbia, Canada. Loewen's principal executive offices are
located at 4126 Norland Avenue, Burnaby, British Columbia,
Canada, V5G 3S8; telephone (604) 299-9321.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
(in thousands of U.S.$, except per share data and operating data)
Set forth below are certain selected consolidated financial
and other data of the Company for the periods indicated. This
information should be read in conjunction with the Company's 1995
Consolidated Financial Statements and other information included
or incorporated by reference herein. The selected consolidated
financial data for each of the years in the five year period
ended December 31, 1995 are derived from the Company's audited
consolidated financial statements and notes thereto, which have
been prepared in accordance with Canadian GAAP. The selected
consolidated financial data for the nine months ended September
30, 1996 and 1995 are derived from unaudited interim consolidated
financial statements of the Company, which in management's
opinion include all adjustments, consisting only of normal,
recurring adjustments, necessary for a fair presentation of the
financial results for the interim periods. Interim results are
not necessarily indicative of the results that may be expected
for any other interim period or for a full year.
The financial results for the nine months ended September
30, 1996 include $2.6 million of costs related to a hostile
takeover proposal by Service Corporation International ("SCI"),
which proposal was publicly withdrawn by SCI on January 7, 1997.
The financial results for the year ended December 31, 1995
include provisions for the costs of settlements of two
significant legal proceedings, litigation-related finance costs
and certain additional legal and general and administrative
costs.
<TABLE>
CANADIAN GAAP
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31,
1996 1995<F1> 1995 1994<F1> 1993<F1> 1992<F1> 1991<F1>
INCOME STATEMENT DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $647,693 $421,120 $599,939 $417,328 $303,011 $218,907 $162,605
Gross margin 237,382 161,042 226,808 158,854 115,118 83,708 63,087
Earnings from
operations 141,830 93,914 119,053 95,113 65,697 50,563 39,053
Net earnings
(loss) 53,626 36,506 (76,684) 38,494 28,182 19,766 14,425
Basic earnings (loss)
per share<F2> 0.84 0.82 (1.69) 0.97 0.77 0.59 0.46
Fully diluted earnings
(loss) per share
<F2><F3> 0.84 0.82 (1.69) 0.97 0.76 0.58 0.46
OTHER FINANCIAL DATA:
Depreciation and
amortization $39,005 $28,698 $40,103 $28,990 $21,196 $16,059 $11,053
Aggregate dividends
declared per Common
share 0.120 0.050 0.050 0.070 0.045 0.030 0.015
<CAPTION>
AS AT SEPTEMBER 30, AS AT DECEMBER 31,
1996 1995<F1> 1995 1994<F1> 1993<F1> 1992<F1> 1991<F1>
BALANCE SHEET DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets $3,121,968 $1,997,795 $2,262,980 $1,326,275 $913,661 $675,111 $518,492
Total long-term
debt<F4> 1,255,465 735,626 934,509 516,654 341,977 246,715 193,853
Preferred securities
of subsidiary 75,000 75,000 75,000 75,000 -- -- --
Shareholders'
equity 1,044,560 653,226 614,682 411,139 325,890 236,317 172,394
OPERATING DATA:
Number of funeral home
locations<F5> 939 768 815 641 533 451 365
Number of funeral
services 104,407 81,548 114,319 93,760 78,847 63,516 52,212
Number of cemeteries
<F5> 271 174 179 116 70 38 23
Footnotes appear on the following page.
<PAGE>
<FN>
<F1>Certain of the comparative figures have been
reclassified to conform to the presentation adopted in 1995.
<F2>Earnings (loss) per share reflect the two-for-one
subdivision of Common Shares in June 1991.
<F3>Fully diluted earnings (loss) per share figures assume
exercise, if dilutive, of employee and other stock options
effective on their dates of issue and that the funds derived
therefrom were invested at annual after-tax rates of return
ranging from 5.85% to 9.10%, in accordance with Canadian
GAAP.
<F4>Total long-term debt comprises long-term debt, including
current portion.
<F5>The numbers of locations for 1994 and 1993 include
adjustments and consolidations related to prior periods.
</TABLE>
<PAGE>
Had the Company's Consolidated Financial Statements been
prepared in accordance with U.S. GAAP (see Note 21 to the 1995
Consolidated Financial Statements and Note 11 to the September
1996 Interim Consolidated Financial Statements), selected
consolidated financial data would be as follows:
<TABLE>
U.S. GAAP
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31,
1996 1995<F1> 1995 1994<F1> 1993<F1> 1992<F1> 1991<F1>
INCOME STATEMENT DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $647,570 $421,936 $599,939 $417,479 $308,402 $239,452 $185,993
Earnings from
operations 139,438 93,700 117,376 94,758 66,711 54,838 43,692
Earnings (loss) before
cumulative effect of
change in accounting
principles 53,772 37,086 (75,800) 39,652 28,912 21,330 15,893
Fully diluted earnings
(loss) per share before
cumulative effect of
change in accounting
principles<F2> 0.82 0.81 (1.67) 0.98 0.77 0.62 0.50
OTHER FINANCIAL DATA:
Aggregate dividends
declared per share 0.120 0.050 0.050 0.070 0.047 0.033 0.017
<CAPTION>
AS AT SEPTEMBER 30, AS AT DECEMBER 31,
1996 1995<F1> 1995 1994<F1> 1993<F1> 1992<F1> 1991<F1>
BALANCE SHEET DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets $3,281,426 $2,069,640 $2,345,874 $1,329,928 $921,342 $702,096 $592,666
Total long-term
debt<F3> 1,255,465 735,626 894,509 516,654 341,977 256,577 221,736
Preferred securities
of subsidiary 75,000 75,000 75,000 75,000 -- -- --
Shareholders'
equity 1,019,695 628,490 519,006 385,950 299,059 245,472 196,071
<FN>
<F1>Certain of the comparative figures have been reclassified to
conform to the presentation adopted in 1995.
<F2>Earnings (loss) per share reflect the two-for-one subdivision of
Common Shares in June 1991.
<F3>Total long-term debt comprises long-term debt, including
current portion.
</TABLE>
<PAGE>
USE OF PROCEEDS
This Prospectus relates to Common Shares that may be offered
and issued from time to time in connection with the acquisition
by the Company of funeral home, cemetery and related businesses
or properties. Other than the businesses or properties acquired,
there will be no proceeds to the Company from these offerings.
If this Prospectus is used by a Selling Shareholder (as defined)
in a public reoffering or resale of Common Shares acquired
pursuant to this Prospectus, the Company will not receive any
proceeds from such reoffering or resale by the Selling
Shareholder.
PLAN OF DISTRIBUTION
Common Shares issued hereunder may be issued in mergers
or consolidations, in exchange for shares of capital stock,
partnership interests or other assets representing an interest in
other companies or other entities, or in exchange for assets,
including assets constituting all or substantially all of the
assets and businesses of such companies or entities. The terms
of, including the consideration for, such acquisitions generally
will be determined by negotiations between the Company's
representatives and the owners or controlling persons of the
businesses or properties to be acquired. The consideration paid
to such owners or controlling persons may include consideration
other than, or in addition to, Common Shares. Such acquisitions
generally will not involve the payment of underwriting fees or
discounts, except that finders' fees may be paid at times. In
addition, the Company may provide price guarantees for the Common
Shares and may make up any shortfall by issuing additional Common
Shares under this Prospectus or in cash. The Company may lease
property from, and enter into employment, management or
consulting agreements and non-competition agreements with, the
former owners and key personnel of the businesses or properties
to be acquired.
It is anticipated that Common Shares issued in connection
with any such acquisition will be valued at a price reasonably
related to the market value of the Common Shares at or about the
time the terms of the acquisition are agreed upon, or at or about
the time of the closing of the transaction. Other than the
businesses or properties acquired, there will be no proceeds to
the Company from the issuance of Common Shares offered hereby.
RESALES
The Common Shares issued hereunder will be freely
transferable under the Securities Act, except for securities
issued to any person deemed to be an "affiliate" of an acquired
business or property for purposes of Rule 145 under the
Securities Act. Certain affiliates ("Selling Shareholders") may
be permitted in writing by Loewen to use this Prospectus to offer
and sell Common Shares pursuant to the Registration Statement of
which this Prospectus is a part.
Selling Shareholders may offer and sell Common Shares from
time to time in ordinary brokerage transactions on the New York
Stock Exchange or any other principal securities exchange on
which the Common Shares are then trading at the prices prevailing
at the time of such sales, and from time to time the Selling
Shareholders may engage in short sales, or short sales against
the box, of the Common Shares; provided, however, that Selling
Shareholders will not be authorized to use this Prospectus for
any offer or sale of Common Shares without first providing prior
notice to and obtaining the consent of Loewen. Brokers executing
orders are expected to charge normal commissions. Any such
broker may be deemed to be an underwriter within the meaning of
the Securities Act, and any commissions earned by such broker may
be deemed to be underwriting discounts and commissions under such
Act. The Company will pay all expenses of registration and of
preparing and reproducing this Prospectus, but will not receive
any part of the proceeds of the sale of any Common Shares by
Selling Shareholders. Selling Shareholders will pay all
brokerage commissions and other expenses. In connection with the
sales, Selling Shareholders and any brokers participating in such
sales may be deemed to be underwriters within the meaning of the
Securities Act. Any profits realized on sales by such persons
may be regarded as underwriting compensation. A
<PAGE>
supplement or
amendment to this Prospectus, if required, will be filed with the
Commission under the Securities Act that discloses certain
information relating to the resale.
EXPERTS
The consolidated financial statements of the Company
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
financial statements have been so incorporated in reliance on
such report given on the authority of KPMG as experts in
accounting and auditing.
LEGAL MATTERS
Russell & DuMoulin, Canadian counsel to Loewen, have passed
upon (i) the validity of the Common Shares and (ii) statements as
to the enforceability of certain United States securities laws
under the caption "Enforceability of Certain Civil Liabilities."
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
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
Common Shares seeking to enforce Loewen's obligations under such
securities to effect service within the United States upon Loewen
(although it may be possible to effect service upon the 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>
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 5,000,000 SHARES
representations must not be relied upon
as having been authorized. This
Prospectus does not constitute an offer THE LOEWEN GROUP INC.
of any securities other than those to
which it relates or an offer or a
solicitation in any jurisdiction to any COMMON SHARES
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, [LOGO]
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 as of any time subsequent to PROSPECTUS
the date hereof.
TABLE OF CONTENTS
Available Information 2
Incorporation of Certain Documents by
Reference 2
Financial Information 3
Disclosure Regarding Forward-Looking
Statements 3
The Company 4
Selected Consolidated Financial and
Other Data 5
Use of Proceeds 8
Plan of Distribution 8
Resales 8
Experts 9
Legal Matters 9
January 17, 1997
Enforceability of Certain Civil
Liabilities 9
