SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
The Loewen Group Inc.
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
54042L10#
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 17, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 7,260,167 shares, which
constitutes approximately 9.8% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 74,053,838 shares
outstanding.
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1. Name of Reporting Person:
TMI-FW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 7,260,167 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,577,375 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,260,167 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.8%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) The shares were purchased by Ontario Teachers' Pension Plan Board and
Tundra Investors, L.P. TMI-FW, Inc. has sole voting power over 7,260,167
of these shares and sole voting and dispositive power over 3,923,460 of
these shares pursuant to an account management agreement with Ontario
Teachers' Pension Plan Board and sole voting and dispositive power over
653,915 of these shares pursuant to an account management agreement with
Tundra Investors, L.P. Accordingly, Ontario Teachers' Pension Plan Board
has no beneficial ownership over 3,923,460 of such shares and Tundra
Investors, L.P. has no beneficial ownership over any of the 653,915 shares
held in its account with TMI-FW, Inc.
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1. Name of Reporting Person:
Ontario Teachers' Pension Plan Board
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Other
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,682,792 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,682,792
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: CO
- ----------
(1) Pursuant to an account management agreement with TMI-FW, Inc., TMI-FW,
Inc. has sole voting power over these shares.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated July 23, 1998,
as amended by Amendment No. 1 dated September 1, 1998, as amended by Amendment
No. 2 dated October 8, 1998, as amended by Amendment No. 3 dated December 1,
1998 (the "Schedule 13D"), relating to the Common Stock, no par value (the
"Stock"), of The Loewen Group Inc. Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to them in
the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TMI Not Applicable (1) Not Applicable (1)
Teachers Pension Fund Assets $138,762,035.99(2)
(1) TMI has not expended any of its funds for purchases of the shares
of Stock reported herein. 653,915 shares of the Stock were purchased on behalf
of Tundra Investors, L.P. ("Tundra") and are held in an account managed by TMI
(the "Tundra Account") over which TMI has sole dispositive and sole voting power
pursuant to an account management agreement with Tundra. TMI expended
$11,899,125.68 of Tundra's partnership contributions to purchase such shares,
which represents the U.S. dollar equivalent as of the date of each purchase.
(2) This figure represents the total amount expended by Teachers for
all purchases of shares of the Stock, including those held in an account managed
by TMI on behalf of Teachers (the "Teachers Account") in which TMI has sole
beneficial ownership pursuant to an account management agreement with Teachers.
For shares purchased directly by Teachers through July 22, 1998, Canadian
dollars are converted to U.S. dollars based on the exchange rate for July 22,
1998 (1.4952); for shares purchased directly by Teachers after July 22, 1998,
Canadian dollars are converted to U.S. dollars based on the exchange rate in
effect on the date of the purchase. For shares purchased by TMI for the
Teachers Account, Canadian dollars are converted to U.S. dollars based on the
exchange rate in effect for the date of the purchase.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding at the end thereof the following:
As previously announced by the Issuer, Thomas M. Taylor is joining the
Issuer's Board of Directors. In addition, the Reporting Persons have agreed not
to call a special shareholders' meeting or participate in any proxy solicitation
during the period ending on the next business day following the Issuer's Annual
General Meeting of Shareholders in 1999.
The foregoing description of such agreement is qualified in its entirety
by reference to the agreement, a copy of which is attached hereto as Exhibit
99.2.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
TMI
Pursuant to an account management agreement with Teachers, the aggregate
number of shares that TMI owns beneficially, pursuant to Rule 13d-3 of the Act,
is 6,606,252. Pursuant to an account management agreement with Tundra, the
aggregate number of shares that TMI owns beneficially, pursuant to Rule 13d-3
of the Act, is 653,915, which, together with the 6,606,252 shares it owns
beneficially pursuant to the account management agreement with Teachers,
constitutes approximately 9.8% of the outstanding shares of the Stock.
Teachers
The aggregate number of shares of the Stock that Teachers owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,682,792, which constitutes
approximately 3.6% of the outstanding shares of the Stock.
Controlling Person
TMT
Because of his position as the President and sole stockholder of TMI,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
7,260,167 shares of the Stock, which constitutes approximately 9.8% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
TMI
Pursuant to an account management agreement with Teachers, and acting
through its President and sole stockholder, TMT, TMI has the sole power to vote
or to direct the vote of 6,606,252 shares of the Stock, and the sole power to
dispose or to direct the disposition of 3,923,460 shares of the Stock. Pursuant
to an account management agreement with Tundra, and acting through its President
and sole stockholder, TMT, TMI has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 653,915 shares of the Stock.
Teachers
Teachers has the sole power to dispose or to direct the disposition of
2,682,792 shares of the Stock. Teachers has no power to vote or direct the vote
of any shares of the Stock.
Controlling Person
TMT
As the President and sole stockholder of TMI, TMT has the sole power to
vote or to direct the vote of 7,260,167 shares of the Stock and the sole power
to dispose or to direct the disposition of 4,577,375 shares of the Stock.
(c) Since the last 13D filing, the following Persons have purchased or
sold shares of the Stock in transactions on the New York Stock Exchange, as
follows:
NO. OF SHARES PRICE PER
PERSON DATE PURCHASED OR SOLD SHARE
Teachers(1) 12-02-98 142,800 (P) $8.55
Tundra (2) 12-02-98 23,800 (P) 8.55
Teachers(1) 12-04-98 44,668 (S) 8.51
Tundra (2) 12-04-98 44,668 (P) 8.51
(1) The shares were purchased on behalf of Teachers in the Teachers
Account over which TMI has sole voting and dispositive power. Accordingly,
Teachers has no beneficial ownership in any of such shares. Shares were
purchased with Canadian or U.S. dollars. In the case of purchases in Canadian
dollars, the price per share listed reflects the U.S. dollar equivalent on the
date of the transaction.
(2) The shares were purchased on behalf of Tundra in the Tundra Account
over which TMI has sole voting and dispositive power. Accordingly, Tundra has
no beneficial ownership in any of such shares. Shares were purchased with
Canadian or U.S. dollars. In the case of purchases in Canadian dollars, the
price per share listed reflects the U.S. dollar equivalent on the date of the
transaction.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock since the
last 13D filing.
(d) Except as set forth herein, each of the Item 2 Persons affirms that
no person other than such Item 2 Person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of the Stock owned by such Item 2 Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety as follows:
The Reporting Persons have entered into the agreement described in Item
4, which description is hereby incorporated herein by this reference. Such
description of such agreement is qualified in its entirety by reference to the
agreement, a copy of which is attached hereto as Exhibit 99.2.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed.
Exhibit 99.2 -- Agreement between The Loewen Group Inc. and TMI-FW,
Inc. and Thomas M. Taylor., filed herewith.<PAGE>
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: December 17, 1998
TMI-FW, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
ONTARIO TEACHERS' PENSION PLAN BOARD,
an Ontario, Canada corporation
By: /s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
CLAUDE LAMOUREUX (1)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Claude Lamoureux previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed
99.2 Agreement between The Loewen Group Inc. and TMI-FW, Inc. and Thomas M.
Taylor, filed herewith
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AGREEMENT
THIS AGREEMENT, dated as of December 17, 1998 (this "Agreement"), is
made by and among The Loewen Group Inc., a British Columbia, Canada corporation
("Loewen"), and TMI-FW, Inc., a Texas corporation, and Thomas M. Taylor
(collectively, the "Shareholders").
WHEREAS, the Shareholders currently beneficially own, in the aggregate,
approximately 9.6% of Loewen's outstanding Common shares, without par value (the
"Common Shares");
WHEREAS, in response to the request of the Shareholders, Loewen has
added Thomas M. Taylor to the Board of Directors of Loewen for a term expiring
at Loewen's Annual General Meeting to be held in 2001;
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Loewen and the Shareholders agree
as follows:
1. Standstill Agreement. During the period beginning on the date
of this Agreement and ending on the next business day following Loewen's Annual
General Meeting Of Shareholders in 1999 (the "Term"), except as specifically
requested in writing by Loewen, neither the Shareholders, in their capacity as
shareholders of Loewen, nor any of their respective Representatives or
affiliates will, directly or indirectly, (a) make, or in any way participate in,
any solicitation of proxies (including by the execution of action by written
consent) with respect to any securities of Loewen entitled to be voted generally
in the election of directors, including Common Shares ("Voting Securities"), (b)
become a participant in any election contest with respect to Loewen or nominate
candidates for election or appointment as Directors of Loewen, (c) seek to
influence any person with respect to the voting of any Voting Securities, (d)
form or join any "group" or in any way participate in any "group", other than
the group in which the Shareholders participate on the date of this Agreement,
with respect to any Voting Securities, (e) propose any matter for submission to
a vote of shareholders of Loewen or seek to convene a special meeting of the
shareholders of Loewen, or (f) publicly disclose or announce any intention, plan
or arrangement inconsistent with the foregoing. The Shareholders also agree
that, during the Term, neither they nor any of their Representatives or
affiliates will (i) request Loewen, directly or indirectly, to (1) amend or
waive any provision of this paragraph (including this sentence) or (2) otherwise
consent to any action inconsistent with any provision of this paragraph
(including this sentence), or (ii) take any initiative with respect to Loewen
that could reasonably be expected to require Loewen to make a public
announcement regarding (1) such initiative or (2) any of the activities referred
to in this paragraph.
2. General Provisions. This Agreement, any amendment to this
Agreement, or any waiver of rights or any notice or consent hereunder will be
operative for purposes of this Agreement only if it is in writing and is signed
by the party against whom enforcement is sought. This Agreement may be executed
in multiple counterparts, each of which will be deemed an original for all
purposes and all of which will constitute a single instrument. Each of the
parties acknowledges that the other parties may be irreparably injured by any
violation of the terms of this Agreement; accordingly, any party alleging a
violation will be entitled to seek specific performance and injunctive relief
as remedies for any violation, in addition to all other remedies available at
law or equity. No failure or delay by Loewen in exercising any right under this
Agreement will operate as a waiver of such right. This Agreement will be
governed by and construed in accordance with the laws of the Province of British
Columbia, Canada, without giving effect to the principles of conflict of laws
thereof.
3. Certain Definitions. As used in this Agreement, (a) the terms
"affiliate," "beneficially own," "election contest," "group," "participant,"
"person," "proxy," "security," and "solicitation" (and the plurals thereof) will
be ascribed a meaning no less broad than the broadest definition or meaning of
such terms under the United States Securities Exchange Act of 1934, as amended,
or the Securities Act (British Columbia) and the respective rules and
regulations promulgated thereunder and (b) any director, officer, employee,
agent, lender, partner or representative of a party, including, without
limitation, any accountant, consultant, attorney or financial advisor engaged
by any party, is herein referred to as a "Representative" of such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by its duly authorized officers under seal as of the day and year first
above written.
THE LOEWEN GROUP INC.
By:
Name:
Title:
TMI-FW, INC.
By:
Name:
Title:
THOMAS M. TAYLOR
