<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA
(State or Other Jurisdiction of Incorporation or Organization)
98-0121376
(I.R.S. Employer Identification Number)
4126 NORLAND AVENUE
BURNABY, BRITISH COLUMBIA
CANADA V5G 3S8
(604) 299-9321
(Address, including postal or zip code, and telephone number, including area
code, of registrants' principal executive offices)
LAWRENCE MILLER
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)
with copies to:
MICHELLE L. JOHNSON
THELEN, MARRIN, JOHNSON & BRIDGES LLP
TWO EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CALIFORNIA 94111-3995
Approximate date of commencement of proposed sale to the public: FROM TIME TO
TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered solely in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share (2) Offering Price (2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares without par value (3)...... 2,427,256 shares $23.375 $56,737,109 $16,737.45
================================================================================================================================
</TABLE>
(1) Represents the maximum number of Common Shares issuable pursuant to The
Loewen Group Inc. Employee Stock Option Plan (Canada), as amended.
(2) 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 the Common shares on the New York Stock Exchange on December 22,
1997.
(3) Each Common share includes one Right to be issued under the Registrant's
Shareholder Protection Rights Plan Agreement.
________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THE COMMON SHARES OFFERED HEREBY HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMMON SHARES OFFERED
HEREBY MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF COMMON SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED DECEMBER 30, 1997
PROSPECTUS
THE LOEWEN GROUP INC.
2,427,256 Common Shares
[logo]
This Prospectus relates to up to 2,427,256 Common shares without par
value (the "Common Shares") of The Loewen Group Inc., a corporation organized
under the laws of the Province of British Columbia, Canada ("Loewen" and,
together with its subsidiaries and associated entities, the "Company"), which
may be offered and sold to Transferees (defined below) of participants in
Loewen's Employee Stock Option Plan (Canada), as amended (the "Plan"), upon the
exercise of non-qualified stock options ("Options") granted under the Plan to
such participants therein ("Participants"). Pursuant to the terms of the Plan, a
Participant may transfer to a personal holding company of which the Participant
holds all of the direct and indirect interests (a "Transferee") Options that are
issued to the Participant under the Plan. Common Shares issuable to Transferees
on exercise of Options are referred to herein as the "Transferee Shares."
This Prospectus also relates to offers and resales of Transferee
Shares, which may be made from time to time by Transferees on the New York Stock
Exchange (or any other national securities exchange 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 Transferees 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 Transferee Shares in connection therewith. This
Prospectus may be used by Transferees or by any broker-dealer who may
participate in resales of Transferee Shares. Participating broker-dealers may
act as agents or principals or both and may receive commissions, discounts or
concessions in connection with resales or other transfers of Transferee Shares.
See "Plan of Distribution." Loewen has agreed to pay the expenses of registering
the Transferee Shares on behalf of the Transferees, other than broker-dealer
commissions, discounts or concessions and any legal fees incurred by the
Transferees in connection with sales of the Transferee Shares.
The Common Shares are traded on the New York Stock Exchange under the
symbol "LWN." On December 29, 1997, the closing price per Common Share on the
New York Stock Exchange was $24.25.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 HEREOF FOR CERTAIN INFORMATION
THAT SHOULD BE CONSIDERED CAREFULLY BY TRANSFEREES BEFORE EXERCISING OPTIONS OR
OTHERWISE ACQUIRING TRANSFEREE SHARES.
___________________
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.
___________________
No person is authorized by the Company 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 , 1997
<PAGE>
AVAILABLE INFORMATION
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
Securities and Exchange Commission (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 "NYSE"), The
Toronto Stock Exchange (the "TSE") and The Montreal Exchange (the "ME" and,
collectively with the NYSE and the TSE, the "Exchanges"). Reports, proxy
statements and other information filed by Loewen may be inspected at the offices
of the NYSE at 20 Broad Street, New York, New York 10005, at the offices of the
TSE at The Exchange Tower, 2 First Canadian Place, Toronto, Ontario, Canada M5X
IJ2 and at the offices of the ME at 800 Victoria Square, Montreal, Quebec,
Canada H4Z 1A9.
Loewen has filed with 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 Transferee 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.
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. 1-12163) are
hereby incorporated herein by reference: (a) Loewen's (i) Annual Report on Form
10-K for the year ended December 31, 1996 filed on March 31, 1997 (the "1996
Form 10-K"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997 (the "September 1997 Form 10-Q"),
and (iii) Current Reports on Form 8-K dated January 7, 1997, January 8, 1997,
March 5, 1997, March 24, 1997 May 2, 1997, May 5, 1997, May 21, 1997, June 5,
1997, July 17, 1997, August 11, 1997, September 3, 1997, September 4, 1997,
September 18, 1997, October 2, 1997, November 5, 1997, November 6, 1997,
November 14, 1997, November 17, 1997, December 8, 1997 and December 10, 1997;
and (b) the description of the Common Shares contained in Loewen's Current
Report on Form 8-K dated March 5, 1997, and 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.
-2-
<PAGE>
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.
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 the 1996 Form 10-K and Note 13 to
the interim consolidated financial statements included in the September 1997
Form 10-Q.
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 Company operates the second-largest number of funeral homes and
cemeteries in North America and the largest number of funeral homes in Canada.
In addition to providing services at the time of death, the Company also sells
funeral, cemetery and cremation services on a pre-arranged basis ("pre-need").
As at November 1, 1997, the Company operated 1,042 funeral homes and 470
cemeteries throughout North America. This included 900 funeral homes and 464
cemeteries in the United States (including locations in Puerto Rico). As at
November 1, 1997, the Company also operated four insurance subsidiaries which
sell a variety of life insurance products, primarily to fund funeral services
purchased through a pre-need arrangement.
-3-
<PAGE>
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.
RISK FACTORS
In addition to the other information in this Prospectus and certain documents
incorporated by reference herein, Transferees should consider the following
factors prior to exercising Options to purchase Common Shares.
COMPETITION FOR ACQUISITIONS
The funeral services industry acquisition market is extremely competitive.
The Company's competition for acquisitions includes four publicly-traded
companies with significant United States operations. Aggressive pricing by the
Company's competitors, particularly for strategic operations, may result in
increased acquisition costs. The timing and certainty of completion of potential
acquisitions are based on many factors, including the availability of financing.
There can be no assurance that funds will be available to complete all future
acquisitions, and there can be no assurance that the Company will complete any
specific number of dollar amount of acquisitions in a particular year.
RISKS OF ACQUISITIONS AND MANAGING GROWTH
The Company intends to grow primarily through the acquisition of additional
funeral homes and cemeteries. Aggressive pricing by the Company's competitors,
particularly for strategic operations, may result in increased acquisition
costs. There can be no assurance that the Company will be able to identify,
negotiate and consummate acquisitions or that acquired businesses can be
operated profitably or integrated successfully into the Company's operations
without substantial costs, delays or other operational or financial problems.
There can be no assurance that the Company's historic or future acquisitions
will not have an adverse impact on the Company's business, financial condition
or results of operations. In addition, acquisitions involve a number of special
risks, including possible adverse effects on the Company's diversion of
management's attention, failure to retain key acquired personnel and
unanticipated events or liabilities, some or all of which could have a material
adverse effect on the Company's business, financial condition and results of
operations. Managing the Company's growth is critical to profitability, and will
continue to be one of the most important responsibilities and challenges facing
the Company.
FLUCTUATIONS IN REVENUE
The most significant component of increases in revenue is the level of
acquisitions, discussed above. Revenue is also affected by the volume of
services rendered, and the mix and pricing of services and products sold.
Margins are affected by the volume of services rendered, the mix and pricing of
services and products sold and related costs. Further, revenue and margins may
be affected by fluctuations in the number of deaths, competitive pricing
strategies, pre-need sales and other sales programs implemented by the Company.
CERTAIN ANTI-TAKEOVER PROVISIONS AND RISKS
Certain provisions of the Company's charter documents and the Company's
Shareholder Protection Rights Plan Agreement may have the effect of
discouraging, delaying or preventing a change of control of the Company or
unsolicited acquisition proposals that a shareholder might consider favorable.
-4-
<PAGE>
On January 7, 1997, SCI publicly withdrew its hostile takeover proposal.
The Company's financial results for 1996 include $18.7 million of finance and
other costs related to the hostile takeover proposal.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
FORWARD-LOOKING STATEMENTS
Management believes that the aggregate purchase price for acquisitions in
1997 will be at least $500 million. The foregoing statement and certain other
statements made in this Prospectus, as may be amended and supplemented, other
filings made with the Commission, and elsewhere (including oral statements made
on behalf of the Company) are forward-looking statements within the meaning of
Section 27A(i) of the Securities Act and Section 21E(i) of the Exchange Act.
Shareholders, Transferees and other potential investors are hereby cautioned
that certain events or circumstances could cause actual results to differ
materially from those estimated, projected or predicted. In addition, forward-
looking statements are based on management's knowledge and judgment as of the
date that such statements are made. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
CAUTIONARY STATEMENT
In addition to the risk factors set forth above, the following important
factors, among others, could cause acquisition levels and other future results
to differ materially from estimates, predictions or projections included in
forward-looking statements: (i) the ability of the Company to manage its growth
by implementing appropriate management and administrative support structures,
(ii) the cost of the Company's financing arrangements (including interest rates
on long-term debt), (iii) the number of Common Shares outstanding, (iv)
competition, (v) the Company's effective tax rate, (vi) the accounting treatment
of acquisitions and the valuation of assets, (vii) the amount and growth rate of
the Company's general and administrative costs and (viii) changes in applicable
accounting principles and governmental regulations.
USE OF PROCEEDS
Loewen intends to use the net proceeds from the sale of the Transferee
Shares, pursuant to the exercise of Options, for general corporate purposes.
DESCRIPTION OF THE PLAN AND OPTIONS
The following is a summary of certain provisions of the Plan and certain
terms of the Options. This summary does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the Plan, a copy of
which is filed as an exhibit to the Registration Statement. Requests for
additional information with respect to the Plan may be directed to the Corporate
Secretary of Loewen at 4126 Norland Avenue, Burnaby, British Columbia V5G 3S8,
Canada; telephone number (604) 299-9321. Capitalized terms used herein without
definition have the meanings given to them in the Plan.
OVERVIEW
Loewen is authorized to issue 2,700,000 Common Shares under the Plan.
Employees of the Company who are residents of Canada are eligible to be granted
Options under the Plan. As of December 31, 1996, approximately 1,192 persons
were eligible to participate in the Plan .
-5-
<PAGE>
The Plan is administered by the Compensation Committee of the Board of
Directors and the number of Options granted to selected employees is determined
by the Compensation Committee. The Compensation Committee also determines
certain terms and conditions of Options granted. With respect to Options that
may be granted to Participants who are not subject to Section 16 of the Exchange
Act, the Compensation Committee may from time to time delegate its
responsibilities under the Plan to a subcommittee consisting of one or more
executive officers of Loewen.
OPTION AGREEMENT
Each Participant is required to enter into a separate option agreement,
which sets forth, among other things, the number of Options granted, the
specific exercise price and the vesting conditions, within the following
parameters: (i) the exercise price of an Option may not be less than the closing
price of the Common Shares on the trading day immediately prior to the grant
date, as quoted on the TSE; and (ii) in no event may an option terminate later
than 10 years after the grant date.
EXERCISE OF OPTIONS
A Transferee may exercise an Option by delivering to Loewen a duly
completed notice of exercise together with full payment, by cash or check, for
the Common Shares being purchased under the Option and any taxes required to be
withheld and collected from the Transferee or Participant.
TRANSFERABILITY TO TRANSFEREES
A Participant may transfer Options to a personal holding company of which
the Participant holds all of the direct and indirect interests, subject to
applicable securities laws, Section 162(m) of the U.S. Internal Revenue Code, as
amended, (the "Code"), and the rules and regulations of the Exchanges.
AMENDMENT OF THE PLAN
The Compensation Committee may, at any time and for any reason, amend or
terminate the Plan, subject to ratification by the Board of Directors,
regulatory approval and, where required, approval of the shareholders.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The discussion under this heading summarizes the principal United States
federal income tax consequences of the receipt of options by a Transferee, the
receipt of Common Shares by a Transferee pursuant to the exercise of Options,
the receipt of dividends on Common Shares by a Transferee and the sale of Common
Shares by a Transferee. The discussion is based on the current provisions of the
Code, the regulations thereunder, the Convention between the United States of
America and Canada with Respect to Taxes on Income and on Capital, and on
counsel's understanding of the current administrative practices of the Internal
Revenue Service. The discussion assumes that the Options do not have a readily
ascertainable fair market value at the date of grant and that no consideration
other than Transferee ownership interests is received by the Participant for the
transfer of Options.
This discussion is general only and is not a substitute for independent
advice from the tax advisors of Transferees and Participants. Participants and
Transferees should consult with their tax advisors concerning the possible
exceptions to the general rules described below, the possible application of the
dividends received deduction, the applicable capital gains rates, the state and
local income tax consequences, Canadian income tax consequences, income tax
consequences of any other relevant foreign country, and the United States
federal income tax treatment of Transferees which are incorporated in or
resident in other countries.
-6-
<PAGE>
TRANSFEREES WHICH ARE CANADIAN CORPORATIONS
It is anticipated that most Transferees will be Canadian corporations owned
directly or indirectly by Participants who are residents of Canada and are not
citizens or residents of the United States. Those Transferees should not be
subject to United States federal income tax, as explained in the following
paragraphs.
(1) Receipt and Exercise of Options
A Transferee will generally not recognize income upon receipt of
transferred Options. The exercise of Options by a Transferee would normally be a
taxable event to a Participant who is a citizen or resident of the United
States, but would not be a taxable event to the Transferee. The Participant's
income will constitute wages that are subject to withholding. The Transferee
would have a tax basis in the Common Shares equal to their fair market value at
the time of exercise.
A Participant who is a Canadian resident and is not a United States citizen
or resident, however, would not be subject to U.S. federal income tax upon
exercise of transferred Options by the Transferee, except to the extent that the
compensation was from U.S. sources. Compensation would be from U.S. sources only
if the services for which the compensation was paid were performed in
significant part in the United States. Canadian corporate Transferees will not
be subject to U.S. federal income tax on compensation earned by the Participant.
(2) Receipt of Dividends by a Transferee
Dividends paid on Common Shares to a Canadian corporate Transferee would
not be subject to United States federal income tax, unless the dividends were
effectively connected with a permanent establishment of the Transferee situated
in the United States. However, under certain circumstances, shareholders of the
Transferee who are U.S. residents or citizens could be subject to United States
federal income tax on undistributed income of the Transferee.
(3) The Sale of Common Shares by a Transferee
The sale of Common Shares by a Canadian corporate Transferee would not be
subject to United federal income tax. However, under certain circumstances,
shareholders of the Transferee who are U.S. residents or citizens could be
subject to United States federal income tax on undistributed income of the
Transferee.
OTHER TRANSFEREES
Transferees which are United States corporations will generally not be
subject to United States federal income tax upon receipt of Options, or upon
exercise of Options, but will be subject to tax on dividends and on gains on the
sale of Common Shares. Shareholders of Transferees who are United States
citizens or residents may also be subject to tax on undistributed income.
Transferees which are pass-through entities for United States federal income tax
purposes (including general partnerships, limited partnerships, limited
liability companies, and S corporations) will generally not be subject to United
States federal income tax, but their partners, members, or shareholders may be
subject to tax.
PLAN OF DISTRIBUTION
The Transferee Shares are being registered to permit the sale by Loewen of
such shares to the Transferees, pursuant to the exercise of Options by the
Transferees, as well as the subsequent offer and resale of Transferee Shares
from time to time by the Transferees.
-7-
<PAGE>
Transferee Shares may be offered for resale and sold from time to time by
Transferees on the Exchanges (or any other national securities exchange 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, Transferees 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 Transferee Shares
in connection therewith. This Prospectus may be used by Transferees or by any
broker-dealer who may participate in sales of Transferee 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 Transferee Shares.
The Company is not aware of any Participant, other than Raymond L. Loewen,
Chairman and Chief Executive Officer of Loewen, that beneficially owns one
percent (1%) or more of the Common Shares currently outstanding. As of December
11, 1997, Mr. Loewen beneficially owned 10,771,015 Common Shares, which includes
1,140,147 shares he has the right to acquire within 60 days of December 11, 1997
pursuant to Options. Mr. Loewen also has unvested Options to acquire an
additional 410,600 Common Shares. Any or all of Mr. Loewen's Options may be
transferred to a Transferee.
Loewen has agreed to pay the expenses of registering the Transferee
Shares on behalf of the Transferees, other than broker-dealer commissions,
discounts or concessions and any legal fees incurred by the Transferees in
connection with sales of the Transferee Shares.
The Common Shares are listed for trading on the New York Stock Exchange,
The Toronto Stock Exchange and the Montreal Exchange. The Transferee Shares have
been approved for listing on each of the Exchanges.
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 consolidated 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
Certain matters of United States federal income taxation relating to the
Transferee Shares have been passed upon for Loewen by Thelen, Marrin, Johnson &
Bridges LLP, San Francisco, California.
-8-
<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, any Participant or any Transferee. This
Prospectus does not 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 as of any time subsequent to the date hereof.
________________
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
Available Information................................... 2
Incorporation of Certain Information
by Reference........................................... 2
Financial Information................................... 3
The Company............................................. 3
Risk Factors............................................ 4
Forward Looking and Cautionary Statements............... 5
Use of Proceeds......................................... 5
Description of the Plan and Options..................... 5
United States Federal Income Tax
Consequences........................................... 6
Plan of Distribution.................................... 7
Experts................................................. 8
Legal Matters........................................... 8
</TABLE>
THE LOEWEN GROUP INC.
[LOGO]
____________________
PROSPECTUS
____________________
2,427,256
COMMON SHARES
, 1997
================================================================================
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance of the Transferee Shares. All of the amounts shown are estimates,
except the Commission registration fee. Such expenses will be borne by the
Company:
<TABLE>
<CAPTION>
Amount
---------
<S> <C>
Registration fee................................................. 16,737.45
Legal fees and expenses.......................................... 5,000.00
Printing fees.................................................... 1,000.00
Miscellaneous.................................................... 2,262.55
---------
Total............................................. 25,000.00
</TABLE>
Item 15. 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.
Part 19 of Loewen's Articles provides that Loewen shall indemnify its
directors generally in accordance with the provisions of Section 152 and that
Loewen shall indemnify its Secretary and any Assistant Secretary against all
costs, charges and expenses incurred that have arisen as a result of serving
Loewen in such capacity. The Articles further provide that Loewen 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 Loewen.
Pursuant to indemnification agreements, Loewen 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 Loewen. Loewen'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 Loewen.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Description
------ -----------
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
4.1 Certificate of Incorporation of The Loewen Group Inc.
issued by the British Columbia Registrar of Companies
(the "Registrar") on October 30, 1985(1)
4.2 Altered Memorandum of the Registrant, filed with the
Registrar on June 21, 1996(2)
4.3 Articles of the Registrant, restated, filed with the
Registrar on March 1, 1988, as amended on March 30,
1988, April 21, 1988, May 19, 1989, May 28, 1992, May
20, 1993, June 29, 1994, December 21, 1995 and February
7, 1996(3)
4.4 Shareholder Protection Rights Plan, dated as of April
20, 1990, as amended on May 24, 1990 and April 7, 1994
and reconfirmed on May 17, 1995(1)
4.5 The Loewen Group Inc. Employee Stock Option Plan
(Canada), as amended
5 OPINION RE LEGALITY
8 OPINION RE TAX MATTERS
23 CONSENTS
23.1 Consent of Thelen Marrin, Johnson & Brigdes LLP
(included in Exhibit 8)
23.2 Consent of KPMG
23.3 Consent of KPMG Peat Marwick
24 POWER OF ATTORNEY (included on the signature pages to this
Registration Statement)
__________________
(1) Incorporated by reference from Loewen's Annual Report on Form 10-K for
the year ended December 31, 1994, filed on March 31, 1995 (File No. 0-
18429).
(2) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q
for the Quarter ended June 30, 1996, filed on August 15, 1996 (File No.
0-18429).
(3) Incorporated by reference from Loewen's Annual Report on Form 10-K for
the year ended December 31, 1995, filed on March 26, 1996 (File No. 0-
18429).
II-2
<PAGE>
Exhibit 17. 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 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
II-3
<PAGE>
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 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.
II-4
<PAGE>
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-3 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
this 22nd day of December, 1997.
THE LOEWEN GROUP INC.
By: /s/ Raymond L. Loewen
-----------------------------------
Raymond L. Loewen
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Raymond L. Loewen
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: December 22, 1997 /s/ Raymond L. Loewen
----------------------------------------
Raymond L. Loewen
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
II-5
<PAGE>
Dated: December 22, 1997 /s/ Paul Wagler
----------------------------------------
Paul Wagler
Senior Vice-President, Finance and Chief
Financial Officer and Director
(Principal Financial Officer)
Dated: December 22, 1997 /s/ Wm. Grant Ballantyne
----------------------------------------
Wm. Grant Ballantyne
Senior Vice-President, Financial Control and
Administration
(Principal Accounting Officer)
Dated: December 22, 1997 /s/ Kenneth S. Bagnell
----------------------------------------
Kenneth S. Bagnell
Director
Dated: December 22, 1997 /s/ The Honorable J. Carter Beese, Jr.
----------------------------------------
The Honorable J. Carter Beese, Jr.
Director
Dated:
_______________________________________
Earl A. Grollman
Director
Dated: December 22, 1997 /s/ Timothy R. Hogenkamp
----------------------------------------
Timothy R. Hogenkamp
Director
Dated: December 22, 1997 /s/ Peter S. Hyndman
----------------------------------------
Peter S. Hyndman
Director
II-6
<PAGE>
Dated: December 22, 1997 /s/ Albert S. Lineberry, Sr.
----------------------------------------
Albert S. Lineberry, Sr.
Director
Dated: December 22, 1997 /s/ Charles B. Loewen
----------------------------------------
Charles B. Loewen
Director
Dated: December 22, 1997 /s/ Robert B. Lundgren
----------------------------------------
Robert B. Lundgren
Director
Dated: December 22, 1997 /s/ James D. McLennan
----------------------------------------
James D. McLennan
Director
Dated: December 22, 1997 /s/ Lawrence Miller
----------------------------------------
Lawrence Miller
Director
Dated: December 22, 1997 /s/ Ernest G. Penner
----------------------------------------
Ernest G. Penner
Director
Dated: December 22, 1997 /s/ Kenneth T. Stevenson
----------------------------------------
Kenneth T. Stevenson
Director
Dated: December 22, 1997 /s/ The Right Honourable John N. Turner,
P.C., C.C., Q.C.
----------------------------------------
The Right Honourable John N. Turner, P.C.,
C.C., Q.C. Director
II-7
<PAGE>
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is the Registrant's authorized representative in the United
States.
Dated: December 22, 1997 /s/ Lawrence Miller
----------------------------------------
Lawrence Miller
II-8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
4.1 Certificate of Incorporation of The Loewen Group Inc.
issued by the British Columbia Registrar of Companies
(the "Registrar") on October 30, 1985(1)
4.2 Altered Memorandum of the Registrant, filed with the
Registrar on June 21, 1996(2)
4.3 Articles of the Registrant, restated, filed with the
Registrar on March 1, 1988, as amended on March 30,
1988, April 21, 1988, May 19, 1989, May 28, 1992, May
20, 1993, June 29, 1994, December 21, 1995 and February
7, 1996(3)
4.4 Shareholder Protection Rights Plan, dated as of April
20, 1990, as amended on May 24, 1990 and April 7, 1994
and reconfirmed on May 17, 1995(1)
4.5 The Loewen Group Inc. Employee Stock Option Plan
(Canada), as amended
5 OPINION RE LEGALITY
8 OPINION RE TAX MATTERS
23 CONSENTS
23.1 Consent of Thelen Marrin, Johnson & Bridges LLP
(included in Exhibit 8)
23.2 Consent of KPMG
23.3 Consent of KPMG Peat Marwick
24 POWER OF ATTORNEY (included on the signature pages to this
Registration Statement)
__________________
(1) Incorporated by reference from Loewen's Annual Report on Form 10-K for
the year ended December 31, 1994, filed on March 31, 1995 (File No. 0-
18429).
(2) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q
for the Quarter ended June 30, 1996, filed on August 15, 1996 (File No.
0-18429).
(3) Incorporated by reference from Loewen's Annual Report on Form 10-K for
the year ended December 31, 1995, filed on March 26, 1996 (File No. 0-
18429).
<PAGE>
EXHIBIT 4.5
THE LOEWEN GROUP INC.
EMPLOYEE STOCK OPTION PLAN (CANADA)
(RESTATED AND AMENDED AS AT APRIL 7, 1994 AND FURTHER AMENDED AS AT
APRIL 7, 1995, SEPTEMBER 19, 1995, APRIL 2, 1996, NOVEMBER 20, 1996,
APRIL 2, 1997, APRIL 8, 1997 AND AUGUST 15, 1997)
Section 1 - General
-------------------
(a) The purpose of the Employee Stock Option Plan (Canada) (the "Plan") is
to promote the interests of The Loewen Group Inc. (the "Company") by:
(i) furnishing Eligible Employees (as defined below) with greater
incentive to develop and promote the business and financial success of
the Company; and
(ii) further associate the interests of Eligible Employees with
those of the shareholders of the Company by encouraging such employees
to acquire share ownership in the Company.
(b) Any questions concerning the Plan should be directed to the Corporate
Secretary of the Company, at the Company's principal executive office located at
4126 Norland Avenue, Burnaby, British Columbia, Canada, V5G 3S8, telephone
number (604) 299-9321.
(c) The Plan shall be governed by, and construed in accordance with, the
laws of the province of British Columbia.
Section 2 - Eligibility
-----------------------
(a) Under the Plan, employees of the Company or any of its direct or
indirect subsidiaries ("Subsidiaries") who are residents of Canada ("Eligible
Employees") are eligible to be granted options ("Options") to purchase Common
shares without par value of the Company ("Shares").
(b) The Compensation Committee of the Company (the "Committee") or such
officer as the Committee may designate shall determine from time to time those
Eligible Employees to be granted Options under the Plan, and the number of
Shares subject to each such Option. Each grant of an Option pursuant to the Plan
shall be evidenced by a stock option agreement ("Option Agreement") executed by
the employee to whom the Option is granted (the "Optionee") and the Company.
Each Option Agreement shall incorporate such terms and conditions as the
Committee, in its discretion, deems consistent with the terms of the Plan.
(c) Each Option Agreement shall specify the dates upon which all or any
instalment of the Option will be exercisable. An Option may be exercised when
instalments vest at any time and from time to time thereafter with respect to
all or a portion of the Shares covered by such vested
<PAGE>
installments. In addition, if an Offer (as hereinafter defined) is made, the
Board of Directors, or Committee, may while the Offer remains outstanding:
(i) determine that each Option granted by the Company to purchase
Shares shall, notwithstanding any vesting period or deferral of the
right to exercise otherwise applicable, be immediately exercisable
effective on and after a date declared by the Board of Directors, or
Committee, to be an advanced exercise date ("Advanced Exercise Date");
and
(ii) rescind any declaration of an Advanced Exercise Date but no
such rescission shall affect the validity of the exercise of such
Option if validly exercised on or after a particular Advanced Exercise
Date and before the date of rescission of the declaration of the
particular Advanced Exercise Date.
For the purposes hereof, "Offer" means an offer to acquire the Shares made to
the holders of the Company's Shares where the Shares which are the subject of
the offer to purchase, together with the offeror's then presently owned Shares,
will in the aggregate exceed twenty percent (20%) of the outstanding Shares of
the Company and where two or more persons or companies make offers jointly or in
concert or intending to exercise jointly or in concert any voting rights
attaching to the Shares to be acquired, then the Shares owned by each of them
shall be included in the calculation of the percentage of the Shares of the
Company owned by each of them. Paragraphs (i) and (ii) shall apply to each
Option granted or to be granted by the Company, which is outstanding at the time
of any such declaration regardless of the date of grant thereof, provided that
all other terms and conditions of the Option shall continue to apply and nothing
herein shall operate to extend, enlarge or revise any Option which has expired,
has been exercised, has been cancelled or otherwise has ceased to exist.
Section 3 - Number of Shares Subject to Plan
--------------------------------------------
(a) The number of Shares issuable pursuant to the exercise of Options
after the effective date of restatement and amendment of the Plan is limited as
follows:
(i) subject to adjustment pursuant to Section 9, the aggregate
number of Shares issuable pursuant to Options under the Plan shall not
exceed 2,700,000 Shares (including 1,051,025 Shares under Options
previously granted but not exercised as of April 7, 1994); and
(ii) the number of Shares reserved for issuance to any one person
pursuant to options (whether granted under this Plan or otherwise)
shall not exceed 5% of the total issued and outstanding Shares on a
non-diluted basis.
(b) The maximum number of Shares for which Options are granted after the
effective date of restatement and amendment of the Plan in any one calendar year
under the Plan to any one Eligible Employee shall not exceed 600,000 Shares,
subject to adjustment pursuant to Section 9.
-2-
<PAGE>
(c) If an Option granted under the Plan expires for any reason without
being exercised in full, the number of Shares that would have been issuable upon
the exercise of such Option shall continue to be available under the Plan.
(d) Subject to the maximum limits described in subsections (a) and (b)
above, the Board of Directors of the Company (the "Board") shall reserve the
number of Shares required to honour Options granted from time to time to
Optionees pursuant to the Plan, and shall reserve from time to time additional
Shares, if any, to ensure that a sufficient number of Shares are available for
purchase under Options granted in the future.
Section 4 - Administration of the Plan
--------------------------------------
(a) The Plan shall be administered by the Committee which shall be
comprised of two or more members of the Board who are "outside directors" within
the meaning of Section 162(m) of the United States Internal Revenue Code of
1986, as amended; provided, however, that, with respect to Options that may be
granted to Eligible Employees who are not subject to Section 16 of the United
States Securities Exchange Act of 1934, as amended, the Committee may delegate
its responsibilities to a subcommittee consisting of one or more executive
officers of the Company. The address of the Committee is care of the Company's
principal executive office at 4126 Norland Avenue, Burnaby, British Columbia,
Canada, V5G 3S8.
(b) The Committee shall have all powers and discretion necessary or
appropriate to administer the Plan, consistent with and subject to the
parameters set forth in the Plan, including but not limited to the power (1) to
determine from time to time the Eligible Employees to be granted Options under
the Plan, (2) to determine the number of Shares subject to each Option granted
under the Plan, (3) to set or amend the terms of each Option Agreement, (4) to
interpret the Plan, (5) to adopt such rules or guidelines as it deems
appropriate to administer the Plan, and (6) to make all other decisions, and
take or cause to be taken all other actions, relating to the operation of the
Plan. The Committee's determinations under the Plan shall be final and binding
on all persons. No member of the Committee shall be liable to any person for any
action or decision made in good faith in connection with the performance of the
Committee's duties or the exercise of its powers under the Plan.
Section 5 - Option Price and Exercisability
-------------------------------------------
(a) The exercise price of an Option shall not be less than the closing
price of the Shares as quoted on The Toronto Stock Exchange on the trading day
immediately prior to the date of the grant.
(b) Except as otherwise provided in an Option Agreement, no Options shall
be exercised by an Optionee for at least 6 months after the date of the grant.
An Optionee may exercise an Option by delivering to the Company a duly completed
form of notice of such exercise together with full payment for the Shares being
purchased under the Option. The form of notice must identify the Option being
exercised, state the exercise price, be signed by the Optionee and be dated the
date of exercise. The Company shall promptly notify the Optionee as to any taxes
-3-
<PAGE>
required to be collected from the Optionee. Unless otherwise provided in the
Option Agreement or consented to by the Company, payment for the Shares must be
made in the currency in which the Option is denominated.
(c) The sale of the Shares to the Optionee shall be deemed to have
occurred, and the Optionee shall be deemed to be the holder of such Shares, on
the date that both the form of notice and the payment in a manner acceptable to
the Company of the exercise price and any applicable taxes have been received by
the Company. A certificate representing the Shares acquired by the Optionee
shall be issued and delivered to the Optionee by the Company as soon as is
reasonably possible after the sale.
Section 6 - Termination of Options
----------------------------------
(a) Any Option granted pursuant to the Plan shall terminate upon the
earlier of: (i) ten years after the date of grant; and (ii) such event(s) of
termination as are provided in the Option Agreement or as are determined from
time to time by the Committee.
(b) A change in the duties or position of the Optionee, or the transfer of
the Optionee from one position with the Company to another, or the transfer of
an Optionee from one employer to another employer shall not trigger the
termination of such Optionee's Option so long as such Optionee remains a bona
fide employee of the Company or any Subsidiary.
Section 7 - Non-transferability of Options
------------------------------------------
(a) Except as hereafter provided, an Option granted under the Plan may not
be transferred, pledged or assigned otherwise than by will or the laws of
descent and distribution and may be exercised only by the Optionee during the
Optionee's lifetime.
(b) Options that are exercisable at the date of an Optionee's death may be
exercised by the Optionee's heirs entitled thereto or by the administrator or
the executor or trustee of his or her last will and testament. Any such exercise
may not take place after the earlier of: (i) the expiration of the Option in
accordance with Section 6(a)(i) above; and (ii) two years after the date of the
Optionee's death without the prior written consent of the Company.
(c) To the extent permitted by applicable Laws, an Optionee shall be
permitted to transfer Options to a personal holding company of which the
Optionee holds all direct and indirect interests. For purposes of this
paragraph, "Laws" means (i) the securities laws of the United States, Canada,
the states and territories of the United States, the provinces and territories
of Canada, the securities laws of the jurisdiction of residence of any Optionee,
and applicable laws, rules and regulations promulgated thereunder, (ii) Section
162(m) of the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder and (iii) the rules and regulations of the New York Stock
Exchange (or, if the Shares are not traded on the New York Stock Exchange, any
United States national securities exchange or quotation system on which the
Shares are traded) and any securities exchange outside of the United States on
which the Shares are traded.
-4-
<PAGE>
Section 8 - Termination or Amendment
------------------------------------
Subject to regulatory approval and, where required, approval of the
shareholders of the Company, the Committee may, at any time and for any reason,
amend or terminate the Plan, subject to ratification by the Board. The Plan
shall remain in effect until it is terminated by the Committee, subject to
ratification by the Board. No Options may be granted under the Plan after its
termination, but no termination or amendment of the Plan shall affect any
previously granted Option.
Section 9 - Protection Against Dilution
---------------------------------------
The Committee shall adjust the number of Shares covered by the Plan
and any Option in a manner which it considers equitable to reflect any change in
the capitalization of the Company including, but not limited to, such changes as
stock dividends, consolidations and subdivisions of shares or changes resulting
from an amalgamation of the Company with one or more corporations. No
fractional shares or rights to acquire a fractional share will be created as a
result of an adjustment made pursuant to this section. The Committee shall also
adjust the exercise price under any Option in a manner it considers equitable if
the number of Shares covered by the Option is adjusted pursuant to this section.
Section 10 - Rights as Shareholders
-----------------------------------
An Optionee shall have no rights as a shareholder (including the right
to vote and to receive dividends) of the Company with respect to Shares covered
by Options until such participant becomes the holder of record of such Shares.
Section 11 - Securities Regulation
----------------------------------
Where necessary to effect an exemption from the registration or
distribution requirements applicable to the Options or the Shares under
applicable securities laws or policies, the Committee may take such action or
require such action or agreement by any Optionee as may from time to time be
necessary to comply with such applicable securities laws and policies. The
directors may decline to grant some or all of the Options or to issue some or
all of the Shares pursuant to the Plan unless the grant of such Options or the
issuance of such Shares is exempt from such requirements, upon the advice of
counsel to the Company.
-5-
<PAGE>
Section 12 - General Limitations
--------------------------------
Neither the Plan nor any Option granted hereunder is to be interpreted
as giving any person a right to remain an employee of the Company or any of its
Subsidiaries. The Company and its Subsidiaries reserve the right to terminate
anyone's service at any time, with or without cause, and neither the Plan nor
any Option granted hereunder affects that right.
THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE
OF THE SHARES.
-6-
<PAGE>
EXHIBIT 5
December 19, 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-3 (the "Form S-3") with respect to 2,427,256 Common shares without par
value of The Loewen Group Inc. ("Common Shares") which may be issued pursuant to
The Loewen Group Inc. Employee Stock Option Plan (Canada), as amended (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-3.
Very truly yours,
/s/ Peter S. Hyndman
Peter S. Hyndman
Vice-President, Law and Corporate Secretary
<PAGE>
EXHIBIT 8
December 29, 1997
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, British Columbia V5G 3S8
Canada
Re: Employee Stock Option Plan (Canada): Registration Statement on Form
--------------------------------------------------------------------
S-3
- ---
Ladies and Gentlemen:
We have acted as United States counsel to The Loewen Group Inc., a
corporation organized under the laws of British Columbia, Canada (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-3 (as such Registration Statement may be amended and supplemented from
time to time, the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission (the "SEC") on or about December 30, 1997,
respecting the offer and sale of Common shares without par value of the Company
("Common Shares"), to permitted Transferees of Participants in the Employee
Stock Option Plan (Canada), as amended (the "Plan"). All capitalized terms used
without definition in this letter have the same meaning as in the Registration
Statement.
You have requested our opinion with respect to the accuracy of the
discussion included in the Registration Statement under the heading "United
States Federal Income Tax Consequences."
In our capacity as United States counsel for the Company, we have been
furnished with and have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company, agreements and
other instruments, certificates of officers and representative of the Company,
certificates of public officials and other documents as we have deemed necessary
as a basis for the opinion hereinafter expressed. In making such examinations,
we have assumed (i) the genuineness of all signatures, (ii) the authenticity of
all documents submitted to us as originals; (iii) the conformity to original
documents of all documents submitted to us as certified copies or photocopies;
(iv) the identity and capacity of all individuals acting or purporting to act as
public officials; (v) that all representations and statements set forth in the
documents submitted to us are true and correct; and (vi) that all obligations
imposed by any of the documents submitted to us are enforceable in accordance
with their terms.
<PAGE>
We have also made such investigations and have reviewed such other
documents as we have deemed necessary or appropriate under the circumstances,
and have made such examinations of law as we have deemed appropriate for
purposes of giving the opinions expressed herein.
Based on the foregoing, we are of the opinion that the statements
concerning United States taxation set forth in the Registration Statement under
the heading "United States Federal Income Tax Consequences," to the extent that
such statements represent matters of law or legal conclusions, describe the
material United States federal income tax consequences expected to result from
the issuance of Common Shares to a Transferee upon the exercise of Options by a
Transferee; subject, however, to the limitations set forth in the Registration
Statement that the statements do not purport to address all aspects of federal
income taxation or all tax considerations that may be relevant to all categories
of potential purchasers and that the statements apply only to Options that do
not have a readily ascertainable fair market value at the date of grant and to
Options and Shares for which no consideration other than Transferee ownership
interests is received by the Participant.
Our opinion is based on the Internal Revenue Code of 1986, as amended;
applicable Treasury regulations thereunder; the Convention Between the United
States of America and Canada with Respect to Taxes on Income and on Capital; and
judicial authority and administrative rulings and practices now in effect;
changes to any of which after the date of the Registration Statement could apply
on a retroactive basis and affect the consequences described in the Registration
Statement.
We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. We further consent to the use of our name
under the heading "Legal Matters" in the prospectus filed with the SEC as a part
of the Registration Statement.
Very truly yours,
/s/ Thelen, Marrin, Johnson & Bridges LLP
THELEN, MARRIN, JOHNSON & BRIDGES LLP
<PAGE>
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-3 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. and to the reference to our firm
under the heading "Experts" in the registration statements.
/s/ KPMG
Chartered Accountants
Vancouver, Canada
December 29, 1997
<PAGE>
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-3 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
December 29, 1997
