As filed with the Securities and Exchange Commission on
October 22, 1997
Registration No. 333-
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)
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, including zip code, and telephone number,
including area code, of principal executive offices)
EMPLOYEE STOCK OPTION PLAN (CANADA)
(Full title of the plans)
TIMOTHY R. HOGENKAMP
LOEWEN GROUP INTERNATIONAL, INC.
3190 TREMONT AVENUE
TREVOSE, PENNSYLVANIA 19053
(215) 364-7770
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
MICHELLE L. JOHNSON
THELEN, MARRIN, JOHNSON & BRIDGES LLP
TWO EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CALIFORNIA 94111-3995
(415) 392-6320
CALCULATION OF REGISTRATION FEE
Title of securities Amount to Proposed Proposed Amount of
to be be maximum maximum registration
registered (1) registered offering aggregate fee
(2) price offering
per price (3)
share(3)
Common shares without 2,379,105 $25.6875 $61,113,259.69 $18,519.17
par value
(1) The Common shares without par value of the registrant
("Common Shares") are subject to the Shareholder Protection
Rights Plan dated April 20, 1990, as amended, pursuant to
which each issued and outstanding Common Share is
accompanied by a right that entitles the holder to purchase
one additional Common Share upon the occurrence of certain
events involving an actual or potential change in control of
the registrant.
(2) The maximum number of additional Common Shares to be offered
under the Employee Stock Option Plan (Canada) (the "Canadian
Plan").
(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 Common Shares on the New York Stock Exchange on October
20, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 will be or have been sent or given to participants in
the Employee Stock Option Plan (Canada) (the "Canadian Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not submitted
to the Securities and Exchange Commission (the "Commission")
herewith in accordance with the Note to Part I of Form S-8, but
(together with the documents incorporated by reference herein
pursuant to Item 3 of Part II, below) shall constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
This Form S-8 relates to 2,379,105 Common shares without par
value ("Common Shares") of The Loewen Group Inc. that are
issuable under the Canadian Plan.
Item 1. PLAN INFORMATION
See above.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
See above.
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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 "Registrant") are specifically
incorporated by reference herein and form an integral part of
this Registration Statement:
(a) Annual Report on Form 10-K for the year ended
December 31, 1996, filed March 31, 1997 (File
No. 1-12163);
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since the end of the
fiscal year covered by the registrant document referred
to in (a) above; and
(c) The description of the Common Shares contained in
the Registrant's Current Report on Form 8-K, dated May
2, 1997, including any amendment or report filed for
the purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 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 of such reports and other documents (except that
no document shall be deemed to be incorporated by reference if
filed after the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all 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 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 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 his 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.
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Part 19 of the Registrant's Articles provides that the
Registrant shall indemnify its directors generally in accordance
with the provisions of Section 152 and that the Registrant shall
indemnify its Secretary and any Assistant Secretary against all
costs, charges and expenses incurred that have arisen as a result
of serving the Registrant in such capacity. The Articles further
provide that the Registrant 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 Registrant.
Pursuant to indemnification agreements, the Registrant 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 Registrant. The Registrant'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 Registrant.
ITEM 8. EXHIBITS
Exhibit
Number Description
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consents of KPMG
23.3 Consent of Peat Marwick
24 Power of Attorney (included on the signature
pages to this Registration Statement)
EXHIBIT 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a
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fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by such paragraphs is
contained in one or more periodic reports filed with or
furnished to the Commission by Loewen pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act (and where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the
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securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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
the 20th day of October, 1997.
THE LOEWEN GROUP INC.
By: /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board and Chief
Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Raymond L. Loewen, Douglas J. McKinnon 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 changes in this 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.
Dated: October 20, 1997 /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: October 20, 1997 /s/ Timothy R. Hogenkamp
Timothy R. Hogenkamp
President and Chief Operating Officer
and Director
(Principal Executive Officer)
Dated: October 20, 1997 /s/ Paul Wagler
Paul Wagler
Senior Vice-President, Finance and Chief
Financial Officer
and Director
(Principal Financial Officer)
Dated: October 20, 1997 /s/ Wm. Grant Ballantyne
Wm. Grant Ballantyne
Senior Vice-President, Financial Control
and Administration
(Principal Accounting Officer)
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Dated: October 20, 1997 /s/ Kenneth S. Bagnell
Kenneth S. Bagnell
Director
Dated: October 20, 1997 /s/ J. Carter Beese, Jr.
The Honorable J. Carter Beese, Jr.
Director
Dated: October 20, 1997 /s/ Earl A. Grollman
Earl A. Grollman
Director
Dated: October 20, 1997 /s/ Peter S. Hyndman
Peter S. Hyndman
Director
Dated: October 20, 1997 /s/ Albert S. Lineberry, Sr.
Albert S. Lineberry, Sr.
Director
Dated: October 20, 1997 /s/ Charles B. Loewen
Charles B. Loewen
Director
Dated: October 20, 1997 /s/ Robert B. Lundgren
Robert B. Lundgren
Director
Dated: October 20, 1997 /s/ James D. McLennan
James D. McLennan
Director
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Dated: October 20, 1997 /s/ Lawrence Miller
Lawrence Miller
Director
Dated: October 20, 1997 /s/ Ernest G. Penner
Ernest G. Penner
Director
Dated: October 20, 1997 /s/ Kenneth T. Stevenson
Kenneth T. Stevenson
Director
Dated: October 20, 1997 /s/ John N. Turner
The Right Honourable John N. Turner,
P.C., C.C., Q.C.
Director
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is the Registrant's authorized
representative in the United States.
Dated: October 20, 1997 /s/ Timothy R. Hogenkamp
Timothy R. Hogenkamp
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EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consents of KPMG
23.3 Consent of Peat Marwick
24 Power of Attorney (included on the signature
pages to this Registration Statement)
October 21, 1997
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, British Columbia V5G 3S8
Canada
Gentlemen:
This opinion is provided in connection with the
Registration Statement on Form S-8 Registration Statement (the
"Form S-8") with respect to 2,379,105 Common shares without par
value of The Loewen Group Inc. ("Common Shares") to be issued
pursuant to the Employee Stock Option Plan (Canada) (the
"Canadian Plan").
Please be advised that I am of the opinion that upon
the issuance of the Common Shares in the manner contemplated by
the Canadian Plan, the Common Shares will be legally issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an
exhibit to the Form S-8.
Very truly yours,
/s/ Peter S. Hyndman
Peter S. Hyndman
Vice-President, Law and Corporate
Secretary
EXHIBIT 23.2
[LETTERHEAD OF KPMG]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the registration
statements on Forms S-8 of our reports (i) dated March 3, 1997
relating to the consolidated balance sheets of The Loewen Group
Inc. as at December 31, 1996 and 1995 and the consolidated
statements of operations, retained earnings and changes in
financial position for each of the years in the three year
period ended December 31, 1996 and related schedule, (ii) dated
March 3, 1997, except as to Note 21(b), which is as of
March 27, 1997, relating to the consolidated balance sheets of
Loewen Group International, Inc. as at December 31, 1996 and
1995 and the consolidated statements of operations and retained
earnings (deficit) and changes in financial position for each of
the years in the three year period ended December 31, 1996, and
(iii) dated as of March 3, 1997, except for Note 15, which is as
of March 27, 1997, relating to the consolidated balance sheets
of Neweol Investments Ltd. (as defined in Note 1 thereto) as at
December 31, 1996 and 1995 and the consolidated statements of
operations and retained earnings and cash flows for each of
the years in the three year period ended December 31, 1996, all
of which reports appear in the December 31, 1996 annual report on
Form 10-K of The Loewen Group Inc.
/s/ KPMG
Chartered Accountants
Vancouver, Canada
October 22, 1997
EXHIBIT 23.3
[LETTERHEAD OF KPMG PEAT MARWICK]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the registration
statements on Forms S-8 of The Loewen Group Inc. of our report
dated March 3, 1997, relating to the balance sheets of Loewen
Finance (Wyoming) Limited Liability Company as at December 31,
1996 and 1995 and the related statements of income and retained
earnings and cash flows for each of the years in the two year
period ended December 31, 1996 and for the eight month period
ended December 31, 1994, which report appears in the December 31,
1996 annual report on Form 10-K of The Loewen Group Inc.
/s/ KPMG PEAT MARWICK
Chartered Accountants
Bridgetown, Barbados
October 22, 1997
