SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
July 23, 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(b)(3) or (4), 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 4,660,267 shares, which
constitutes approximately 6.3% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 73,949,632 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: 4,660,267 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,411,400 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,660,267 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.3%
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 4,660,267
of these shares and sole voting and dispositive power over 2,066,911 of
these shares pursuant to an account management agreement with Ontario
Teachers' Pension Plan Board and sole voting and dispositive power over
344,489 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 2,066,911 of such shares and Tundra
Investors, L.P. has no beneficial ownership over any of the 344,489 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: 2,248,867 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,248,867
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.0%
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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Item 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Shares, no par value (the
"Stock"), of The Loewen Group Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 4126 Norland Avenue, Burnaby, British
Columbia, Canada V5G 3S8.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
TMI-FW, Inc., a Texas corporation ("TMI") and Ontario Teachers' Pension Plan
Board, an Ontario, Canada corporation ("Teachers"). TMI and Teachers are
sometimes hereinafter collectively referred to as the "Reporting Persons."
Additionally, pursuant to Instruction C to Schedule 13D, information is included
herein with respect to Thomas M. Taylor ("TMT"), (the "Controlling Person").
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group
exists. The Reporting Persons and the Controlling Person are sometimes
hereinafter collectively referred to as the "Item 2 Persons."
(b)-(c)
TMI
TMI is a Texas corporation, the principal business of which is providing
investment consulting services to third parties. The principal business address
of TMI, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of TMI
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co. ("BEPCO")
William O. 201 Main Street Senior Information/
Reimann IV Suite 3200 Compliance Officer of
Fort Worth, Texas 76102 Taylor & Co.
Taylor & Co. is a Texas corporation, the principal business of which is the
rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
TMT
See answers above.
Teachers
Teachers is an Ontario, Canada corporation, the principal business of which
is the administration of a pension plan and management of a pension fund for
Ontario teachers. The principal business address of Teachers, which also serves
as its principal office, is 5650 Yonge Street, 5th Floor, North York, Ontario
M2M 4H5. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment
of each director, executive officer and controlling person of Teachers are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Claude Lamoureux 5650 Yonge Street President and Chief Executive
5th Floor Officer of Teachers
North York, Ontario
M2M 4H5
Ted Medland 121 King Street West Retired Financial Executive
(ChairPerson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Rd. President of Jalynn H. Bennett
(Director) Suite 303 Associates, a strategic plan-
Toronto, Ontario ning consulting firm whose
M5R 1J9 principal business address and
office are the same as for Ms.
Bennett.
David Lennox 5160 Orbitor Drive Secretary for Ontario Public School
(Director) Mississauga, Ontario Teachers' Federation, a teachers'
L4W 5H2 union whose principal business
address and office are the same
as for Mr. Lennox.
Ann Finlayson 440 Markham Street Self-employed journalist, speaker,
(Director) Toronto, Ontario freelance editor and consultant
M6G 2L2
Lucy Greene 150 King Street West Human Resources Executive for Sun
(Director) 4th Floor Life Assurance Company of Canada,
Sunlife Centre a life insurance company whose
Toronto, Ontario principal business address and
M5H 1J9 office are the same as for Ms.
Greene.
Robin Korthals 121 King Street West Retired Financial Executive
(Director) Suite 2525
Toronto, Ontario
M5H 3T9
Geof Clarkson P.O. Box 251 Retired Partner with Ernst & Young
(Director) Toronto-Dominion Centre
Toronto, Ontario
M5K 1J7
Gary Porter 820-439 University Ave. Self-employed Chartered Accountant
(Director) Toronto, Ontario
M5G 1Y8
Roger Wilson 68 Heath Street East Barrister for Fasken, Campbell,
(Director) Toronto, Ontario Godfrey, Barristers & Solicitors.
M4T 1S3
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of TMT and the other executive officers of TMI-FW, Inc. are
citizens of the United States of America. Each of Claude Lamoureux and the
directors of Teachers are citizens of Canada.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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 $110,484,922.52(2)
(1) TMI has not expended any of its funds for purchases of the shares
of Stock reported herein. 344,489 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
$8,780,403.30 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 on or before 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.
The Reporting Persons have recently had several meetings with management
of the Issuer and strongly support the Issuer's decision to retain a financial
advisor to weigh alternatives and maximize shareholder value. The Reporting
Persons also expect to continue to have meetings and discussions with management
of the Issuer concerning the value maximization process as well as various
operational and financial aspects of the Issuer's business. The Reporting
Persons, moreover, intend to have discussions with directors and other
shareholders of the Issuer concerning the foregoing.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Depending on market conditions
and other factors that each of the Reporting Persons may deem material to its
investment decision, such Reporting Person may purchase additional shares of the
Stock in the open market or in private transactions. Depending on these same
factors, such Reporting Person may sell all or a portion of the shares of the
Stock that it now owns or hereafter may acquire on the open market or in private
transactions.
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.
(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 4,315,778. 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 344,489, which, together with the 4,315,778 shares it owns
beneficially pursuant to the account management agreement with Teachers,
constitutes approximately 6.3% 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 2,248,867, which constitutes
approximately 3.0% 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
4,660,267 shares of the Stock, which constitutes approximately 6.3% 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 4,315,778 shares of the Stock, and the sole power to
dispose or to direct the disposition of 2,066,911 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 344,489 shares of the Stock.
Teachers
Teachers has the sole power to dispose or to direct the disposition of
2,248,867 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 4,660,267 shares of the Stock and the sole power
to dispose or to direct the disposition of 2,411,400 shares of the Stock.
(c) During the past 60 days, the following Persons have purchased or
sold shares of the Stock in transactions on the Toronto Stock Exchange and the
New York Stock Exchange, as follows:
NO. OF SHARES PRICE PER
PERSON DATE PURCHASED AND SOLD SHARE
Teachers(1) 05-28-98 15,000 (S) 25.91
Teachers(1) 05-28-98 30,000 (S) 25.96
Teachers(1) 05-28-98 5,000 (S) 25.93
Teachers(1) 06-10-98 5,000 (P) 27.40
Teachers(1) 06-10-98 20,000 (P) 27.44
Teachers(1) 06-11-98 13,500 (P) 27.18
Teachers(1) 06-12-98 4,000 (P) 26.61
Teachers(2) 07-01-98 91,714 (P) 26.55
Tundra (3) 07-01-98 15,286 (P) 26.55
Teachers(2) 07-01-98 19,200 (P) 26.47
Tundra (3) 07-01-98 3,200 (P) 26.47
Teachers(2) 07-02-98 85,714 (P) 26.66
Tundra (3) 07-02-98 14,286 (P) 26.66
Teachers(2) 07-02-98 92,571 (P) 26.55
Tundra (3) 07-02-98 15,429 (P) 26.55
Teachers(1) 07-06-98 45,000 (S) 25.75
Teachers(2) 07-06-98 38,571 (P) 26.15
Tundra (3) 07-06-98 6,429 (P) 26.15
Teachers(2) 07-06-98 2,571 (P) 26.17
Tundra (3) 07-06-98 429 (P) 26.17
Teachers(2) 07-06-98 18,857 (P) 26.13
Tundra (3) 07-06-98 3,143 (P) 26.13
Teachers(2) 07-06-98 429 (P) 26.17
Tundra (3) 07-06-98 71 (P) 26.17
Teachers(2) 07-06-98 2,571 (P) 26.10
Tundra (3) 07-06-98 429 (P) 26.10
Teachers(2) 07-06-98 23,400 (P) 26.22
Tundra (3) 07-06-98 3,900 (P) 26.22
Teachers(2) 07-07-98 128,571 (P) 26.30
Tundra (3) 07-07-98 21,429 (P) 26.30
Teachers(2) 07-07-98 64,286 (P) 26.17
Tundra (3) 07-07-98 10,714 (P) 26.17
Teachers(2) 07-08-98 85,714 (P) 26.54
Tundra (3) 07-08-98 14,286 (P) 26.54
Teachers(2) 07-09-98 129,600 (P) 26.55
Tundra (3) 07-09-98 21,600 (P) 26.55
Teachers(2) 07-09-98 6,514 (P) 26.34
Tundra (3) 07-09-98 1,086 (P) 26.34
Teachers(2) 07-09-98 42,857 (P) 26.55
Tundra (3) 07-09-98 7,143 (P) 26.55
Teachers(2) 07-10-98 21,257 (P) 26.56
Tundra (3) 07-10-98 3,543 (P) 26.56
Teachers(2) 07-13-98 12,857 (P) 26.48
Tundra (3) 07-13-98 2,143 (P) 26.48
Teachers(2) 07-13-98 6,514 (P) 26.51
Tundra (3) 07-13-98 1,086 (P) 26.51
Teachers(2) 07-13-98 107,143 (P) 26.59
Tundra (3) 07-13-98 17,857 (P) 26.59
Teachers(2) 07-13-98 4,800 (P) 26.48
Tundra (3) 07-13-98 800 (P) 26.48
Teachers(2) 07-14-98 21,429 (P) 26.43
Tundra (3) 07-14-98 3,571 (P) 26.43
Teachers(2) 07-17-98 85,714 (P) 25.81
Tundra (3) 07-17-98 14,286 (P) 25.81
Teachers(2) 07-20-98 14,571 (P) 25.25
Tundra (3) 07-20-98 2,429 (P) 25.25
Teachers(2) 07-20-98 6,857 (P) 25.21
Tundra (3) 07-20-98 1,143 (P) 25.21
Teachers(2) 07-21-98 42,857 (P) 25.06
Tundra (3) 07-21-98 7,143 (P) 25.06
Teachers(1) 07-23-98 512,600 (P) 20.72
Teachers(2) 07-23-98 63,429 (P) 20.12
Tundra (3) 07-23-98 10,571 (P) 20.13
Teachers(2) 07-23-98 14,357 (P) 20.56
Tundra (3) 07-23-98 2,393 (P) 20.56
Teachers(2) 07-23-98 21,429 (P) 20.81
Tundra (3) 07-23-98 3,571 (P) 20.81
Teachers(2) 07-23-98 227,357 (P) 20.76
Tundra (3) 07-23-98 37,893 (P) 20.76
Teachers(2) 07-23-98 32,143 (P) 21.30
Tundra (3) 07-23-98 5,357 (P) 21.30
Teachers(2) 07-23-98 21,429 (P) 21.00
Tundra (3) 07-23-98 3,571 (P) 21.00
Teachers(2) 07-23-98 10,714 (P) 19.83
Tundra (3) 07-23-98 1,786 (P) 19.83
Teachers(2) 07-23-98 51,429 (P) 20.76
Tundra (3) 07-23-98 8,571 (P) 20.76
Teachers(2) 07-23-98 2,914 (P) 20.65
Tundra (3) 07-23-98 486 (P) 20.65
Teachers(1) 07-24-98 1,800 (S) 21.35
Teachers(2) 07-24-98 4,286 (P) 21.87
Tundra (3) 07-24-98 714 (P) 21.87
(1) Shares were purchased with 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 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.
(3) 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 during the
past 60 days.
(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.
Except as set forth herein or in the Exhibits to be filed herewith, there
are no contracts, arrangements, understandings or relationships with respect to
the shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii).
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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: July 27, 1998
TMI-FW, INC.
By: /s/ William O. Reimann, IV
William O. Reimann, IV
Vice President
ONTARIO TEACHERS' PENSION PLAN BOARD,
an Ontario, Canada corporation
By: /s/ Jane Beatty
Jane Beatty
Legal Counsel, Investments
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
filed herewith
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that the
each person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Schedule 13D, and
any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934,
filed on behalf of each of them with respect to their beneficial ownership of
The Loewen Group Inc. and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or such
person or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
DATED: July 27, 1998
TMI-FW, INC.
By: /s/ William O. Reimann, IV
William O. Reimann, IV
Vice President
ONTARIO TEACHERS' PENSION PLAN BOARD,
an Ontario, Canada corporation
By: /s/ Jane Beatty
Jane Beatty,
Legal Counsel, Investments
