As filed with the Securities and Exchange Commission on
May 15, 1998
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 (INTERNATIONAL)
EMPLOYEE STOCK OPTION PLAN (CANADA)
EMPLOYEE SHARE PURCHASE PLAN (CANADA)
(Full title of the plans)
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)
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 Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum registration
registered (1) (2) offering aggregate fee
price offering
per price (3)
share(3)
Common shares 1,704,188 $28.00 $47,717,264 $14,076.60
without 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 (International), the
Employee Stock Option Plan (Canada) and the Employee Share
Purchase Plan (Canada).
(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 May 12,
1998.
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INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
This Registration Statement is filed to register 400,000
Common shares without par value ("Common Shares") of The Loewen
Group Inc. (the "Registrant") authorized to be issued pursuant to
the Registrant's Employee Stock Option Plan (International),
formerly the Employee Stock Option Plan (United States) (the
"International Plan"), 700,000 Common Shares of the Registrant
authorized to be issued pursuant to the Registrant's Employee
Stock Option Plan (Canada) (the "Canadian Plan") and 604,188
Common Shares of the Registrant authorized to be issued pursuant
to the Registrant's Employee Share Purchase Plan (Canada) (the
"Canadian Purchase Plan"). A Form S-8 Registration Statement
with respect to 1,600,000 Common Shares authorized to be issued
pursuant to the International Plan and the Registrant's Employee
Share Purchase Plan (United States) (File No. 33-42892) was filed
by the Registrant on September 23, 1991; a Form S-8 Registration
Statement with respect to 1,350,000 Common Shares authorized to
be issued pursuant to the International Plan (File No. 33-79604)
was filed by the Registrant on June 1, 1994; a Form S-8
Registration Statement with respect to 600,000 Common Shares
authorized to be issued pursuant to the International Plan (File
No. 33-95496) was filed by the Registrant on August 7, 1995; a
Form S-8 Registration Statement with respect to 650,000 Common
Shares authorized to be issued pursuant to the International Plan
(File No. 333-07033) was filed by the Registrant on June 27,
1996; a Form S-8 Registration Statement with respect to 1,000,000
Common Shares authorized to be issued pursuant to the
International Plan (File No. 333-38553) was filed by the
Registrant on October 22, 1997 and a Form S-8 Registration
Statement with respect to 2,379,105 Common Shares authorized to
be issued pursuant to the Canadian Plan (File No. 333-38551) was
filed by the Registrant on October 22, 1997. Except for Part II,
Items 3, 6, 8 and 9, which are set forth below, the contents of
such earlier Registration Statements are hereby incorporated by
reference.
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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 Securities and
Exchange Commission (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, 1997, filed March 30, 1998 (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 Consent of KPMG
23.3 Consent of KPMG Audit
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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<PAGE>
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 the registrant 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 Exchange Act (and where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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 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
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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 15h day of May, 1998.
THE LOEWEN GROUP INC.
By: /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board,
President 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 on behalf of the registrant and in the
capacities and on the dates indicated.
Dated: May 15, 1998 /s/ Raymond L. Loewen
Raymond L. Loewen
Chairman of the Board, President, Chief
Executive Officer and Director
(Principal Executive Officer)
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<PAGE>
Dated: May 15, 1998 /s/ Paul Wagler
Paul Wagler
Senior Vice-President, Finance and Chief
Financial Officer
and Director
(Principal Financial Officer)
Dated: May 15, 1998 /s/ Wm. Grant Ballantyne
Wm. Grant Ballantyne
Senior Vice-President, Financial Control
and Administration
(Principal Accounting Officer)
Dated: May 15, 1998 /s/ Kenneth S. Bagnell
Kenneth S. Bagnell
Director
Dated: May 15, 1998 /s/ The Honorable J. Carter Beese, Jr.
The Honorable J. Carter Beese, Jr.
Director
Dated: May 15, 1998 /s/ Earl A. Grollman
Earl A. Grollman
Director
Dated: May 15, 1998 /s/ Timothy R. Hogenkamp
Timothy R. Hogenkamp
Director
Dated: May 15, 1998 /s/ Peter S. Hyndman
Peter S. Hyndman
Director
Dated: May 15, 1998 /s/ Albert S. Lineberry, Sr.
Albert S. Lineberry, Sr.
Director
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Dated: May 15, 1998 /s/ Charles B. Loewen
Charles B. Loewen
Director
Dated: May 15, 1998 /s/ Robert B. Lundgren
Robert B. Lundgren
Director
Dated: May 15, 1998 /s/ James D. McLennan
James D. McLennan
Director
Dated: May 15, 1998 /s/ Lawrence Miller
Lawrence Miller
Director
Dated: May 15, 1998 /s/ Ernest G. Penner
Ernest G. Penner
Director
Dated: May 15, 1998 /s/ Kenneth T. Stevenson
Kenneth T. Stevenson
Director
Dated: May 15, 1998 /s/ The Right Honourable 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: May 15, 1998 /s/ Lawrence Miller
Lawrence Miller
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG
23.3 Consent of KPMG Audit
24 Power of Attorney (included on the signature
pages to this Registration Statement)
[LETTERHEAD OF THE LOEWEN GROUP INC.]
EXHIBIT 5
May 15, 1998
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 1,704,188 Common shares without par
value of The Loewen Group Inc. ("Common Shares") to be issued
pursuant to the employee plans (the "Plans") listed below:
PLAN NUMBER OF COMMON
SHARES TO BE
ISSUED
Employee Stock Option Plan (International) 400,000
Employee Stock Option Plan (Canada) 700,000
Employee Share Purchase Plan (Canada) 604,188
Please be advised that I am of the opinion that when
the Common Shares are issued in the manner contemplated by the
respective Plans, 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
Corporate Secretary
[LETTERHEAD OF KPMG]
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the registration
statement on Form S-8 of our reports:
(i) dated February 27, 1998, except as to Note 22,
which is as of March 27, 1998, relating to the
consolidated balance sheets of The Loewen Group Inc. as
at December 31, 1997 and 1996 and the consolidated
statements of operations, retained earnings and changes
in financial position of The Loewen Group Inc. for each
of the years in the three year period ended December 31,
1997 and related schedule,
(ii) dated February 27, 1998, except as to Note 22,
which is as of March 27, 1998, relating to the
consolidated balance sheets of Loewen Group
International, Inc. as at December 31, 1997 and 1996 and
the consolidated statements of operations and retained
earnings (deficit) and changes in financial position of
Loewen Group International, Inc. for each of the years
in the three year period ended December 31, 1997,
(iii) dated as of March 20, 1998 relating to the
consolidated balance sheets of TLGI Management Corp. as
at December 31, 1997 and 1996 and the consolidated
statements of operations, retained earnings (deficit)
and changes in financial position of TLGI Management
Corp. for each of the years in the three year period
ended December 31, 1997,
(iv) dated as of March 23, 1998 relating to the balance
sheet of 4103 Investments Ltd. as at December 31, 1997
and the statements of operations and retained earnings
of 4103 Investments Ltd. for the period from March 24,
1997 to December 31, 1997, and
(v) dated as of March 24, 1998 relating to the
consolidated balance sheets of Neweol Investments Ltd.
(as defined in Note 1 thereto) as at December 31, 1997
and 1996 and the consolidated statements of operations
and retained earnings and cash flows of Neweol
Investments Ltd. for each of the years in the three year
period ended December 31, 1997.
all of which reports appear in the December 31, 1997 annual
report on Form 10-K of The Loewen Group Inc.
/s/ KPMG
Chartered Accountants
Vancouver, Canada
May 15, 1998
[LETTERHEAD OF KPMG AUDIT]
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Loewen Group Inc.
We consent to incorporation by reference in the registration
statement on Form S-8 of our reports:
(i) dated March 20, 1998 relating to the consolidated
balance sheets of Loewen Luxembourg (No. 1) S.A. (as
defined in Note 1 thereto) as at December 31, 1997 and
1996 and the consolidated statements of operations and
retained earnings, and cash flows of Loewen Luxembourg
(No. 1) S.A. for each of the years in the three year
period ended December 31, 1997,
(ii) dated March 20, 1998 relating to the consolidated
balance sheets of Loewen Luxembourg (No. 2) S.A. (as
defined in Note 1 thereto) as at December 31, 1997 and
1996 and the consolidated statements of operations and
retained earnings, and cash flows of Loewen Luxembourg
(No. 2) S.A. for each of the years in the three year
period ended December 31, 1997,
both of which reports appear in the December 31, 1997 annual
report on Form 10-K of The Loewen Group Inc.
Luxembourg, May 15, 1998 KPMG Audit
Reviseurs d'Entreprises
/S/ D.G. Robertson /s/ V. Dogs
D.G. Robertson V.Dogs
