UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE LOEWEN GROUP INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
54042L100
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(973)325-8660
(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 this filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 for other parties to whom
copies are to be sent.
*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).<PAGE>
SCHEDULE 13D
CUSIP No. 54042L100
_______________________________________________________________
1) Names of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_______________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_____________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Source of Funds:
WC
______________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . .
NOT APPLICABLE
_______________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________
(7) Sole voting Power
Number of 5,381,000
Shares Bene-
ficially (8) Shared Voting Power
owned by 1,457,300
Each Report-
ing Person (9) Sole Dispositive Power
With 5,381,000
________________________________________________________________
(10) Shared Dispositive Power
1,457,300
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 6,838,300
________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
9.2%
________________________________________________________________
14) Type of Reporting Person
I N <PAGE>
Item 1. Security and Issuer.
This statement relates to the common shares (the
"Common Stock" or the "Shares"), of THE LOEWEN GROUP INC., the
("Company"), a foreign corporation, which has its principal
executive offices at 4126 Norland Avenue, Burnaby, British
Columbia V5G3S8.
Item 2. Identity and Background.
This statement is being filed by Leon G.
Cooperman,("Cooperman"). Cooperman is the Managing Member of
Omega Associates, L.L.C. ("Associates"), a limited liability
company organized under the laws of the State of Delaware.
Associates is a private investment firm formed to invest in and
act as general partner of investment partnerships or similar
investment vehicles. Associates is the general partner of three
limited partnerships organized under the laws of Delaware known
as Omega Capital Partners, L.P., Omega Institutional Partners,
L.P., and Omega Capital Investors, L.P. They are private
investment firms engaged in the purchase and sale of securities
for investment for their own accounts. The business address of
Cooperman and the principal business and office of Associates,
Omega Capital Partners, L.P., Omega Institutional Partners,
L.P., and Omega Capital Investors, L.P., is c/o Omega Advisors,
Inc., 88 Pine Street, Wall Street Plaza - 31st Floor, New York,
New York 10005. Cooperman is a citizen of the United States.
Cooperman is also the President and majority
stockholder of Omega Advisors, Inc., a Delaware corporation,
engaged in providing investment management. The address of the
principal business and office of Omega Advisors, Inc. is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Omega Advisors, Inc. serves as investment manager to
Omega Overseas Partners, Ltd., and Cooperman is deemed to
control said entity. Omega Overseas Partners, Ltd., is a Cayman
Islands corporation, with a business address at British American
Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman
Island, British West Indies.
Omega Advisors, Inc. also serves as a discretionary
investment advisor to a limited number of institutional clients
(the "Managed Account"). As to the Shares owned by the Managed
Account, there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed
Account may be deemed beneficial owners of such Shares pursuant
to Rule 13d-3 under the Act as a result of their right to
terminate the discretionary account within a period of 60 days.
Mr. Cooperman is the ultimate controlling person of
Associates, Omega Capital Partners, L.P., Omega Institutional
Partners, L.P., Omega Capital Investors, L.P., and Advisors.
Neither Cooperman nor any of the investment
entities controlled by him have, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such person,
during the last five years, been a party to a civil proceeding<PAGE>
of a judicial or administrative body of competent jurisdiction
as a result of which any such person 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.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 6,838,300 Shares. Of this
amount, 1,834,600 Shares were purchased by Omega Capital
Partners, L.P., at a cost of $42,180,943; 165,500 Shares were
purchased by Omega Institutional Partners, L.P., at a cost of
$3,802,072; 208,700 Shares were purchased by Omega Capital
Investors, L.P., at a cost of $4,748,931; 3,172,200 Shares were
purchased by Omega Overseas Partners, Ltd., at a cost of
$72,958,617; and 1,457,300 Shares were purchased by the Managed
Account at a cost of $33,648,191. The source of funds for the
purchase of all such Shares was investment capital.
Item 4. Purpose of Transaction.
Cooperman sent a letter dated July 23, 1998 to Mr. Ray
Loewen, the Chairman of the Board of the Company. The text of
this letter is set forth in Exhibit 7 attached hereto, and is
incorporated herein by reference. Accordingly, with respect to
his goal to "maximize shareholder value", Cooperman, his
partners and his representatives recently have had telephone
conversations with management of the Company, and may
participate in interviews or hold discussions with third parties
and other shareholders, and continue discussions with management
and board members to further his views as expressed in Exhibit
7, and such conversations, interviews, and discussions may
relate to one or more of the transactions specified in clauses
(a) through (j) of Item 4 of the Schedule 13D form. Cooperman
strongly supports the Company's recent decision to retain a
financial advisor to weigh all alternatives and maximize
shareholder value.
Cooperman has acquired the Shares for investment
purposes. In the ordinary course of business, Cooperman will
continuously assess the Company's business, financial condition,
results of operations and prospects, general economic, financial
and industry conditions, the securities markets and future
trading prices in general and those for the Company's securities
in particular, other developments and other investment
opportunities. Depending on such assessments, he may acquire
additional Shares or may determine to sell or otherwise dispose
of all or some of his Shares.
Except as set forth above, Cooperman has no plans or
proposals which would relate to or result in any of the matters
set forth in items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended March 31, 1998 filed
with the Securities and Exchange Commission, there were issued
and outstanding as of May 8, 1998, 73,949,632 Shares of Common
Stock. Omega Capital Partners, L.P., owns 1,834,600 Shares, or
2.5% of those outstanding; Omega Institutional Partners, L.P.,
owns 165,500 Shares, or 0.2% of those outstanding; Omega Capital
Investors, L.P., owns 208,700 Shares, or 0.3% of those
outstanding; Omega Overseas Partners, Ltd., owns 3,172,200
Shares, or 4.3% of those outstanding; and the Managed Account
owns 1,457,300 Shares, or 2.0% of those outstanding.
The following table details the transactions by each
of Omega Capital Partners, L.P., Omega Institutional Partners,
L.P., Omega Capital Investors, L.P., Omega Overseas Partners,
Ltd., and the Managed Account in shares of Common Stock within
the 60 day period prior to July 23, 1998 and until this filing.
All such transactions were open market purchase transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/22/98 138,800 $19.60
07/23/98 26,900 21.31
07/23/98 34,600 20.19
07/23/98 130,500 20.76
07/23/98 235,700 21.19
07/24/98 56,700 21.73
07/24/98 65,200 21.99
07/27/98 29,000 22.14
07/27/98 20,000 22.10
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/22/98 12,800 $19.59
07/23/98 2,500 21.31
07/23/98 2,700 20.19
07/23/98 10,200 20.76
07/23/98 23,100 21.19
07/24/98 5,100 21.73
07/24/98 5,900 21.99
07/27/98 2,700 22.14
07/27/98 1,800 22.10
Omega Capital Investors, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/22/98 31,700 $19.59
07/23/97 3,100 21.31
07/23/98 4,000 20.19
07/23/98 14,800 20.76
07/23/98 26,300 21.19
07/24/98 6,400 21.73
07/24/98 7,400 21.99
07/27/98 3,400 22.14
07/27/98 2,300 22.10
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
07/22/98 283,000 $19.59
07/23/98 45,900 21.31
07/23/98 60,000 20.19
07/23/98 225,600 20.76
07/23/98 411,200 21,19
07/24/98 98,200 21.73
07/24/98 112,800 21.99
07/27/98 50,600 22.14
07/27/98 34,400 22.10
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
07/22/98 109,100 $19.59
07/23/98 21,600 21.31
07/23/98 27,700 20.19
07/23/98 103,900 20.76
07/23/98 187,200 21.19
07/24/98 45,000 21.73
07/24/98 51,800 21.99
07/27/98 24,800 22.14
07/27/98 16,500 22.10
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof or between
such persons and any other person with respect to any securities
of the Company, including but not limited to transfer or voting
of any other securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
7. Letter dated July 23, 1998 from Cooperman to Mr.
Ray Loewen, the Chairman of the Board of the Company.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 28, 1998
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P.,
and Omega Capital Investors, L.P.,
and as President of Omega Advisors, Inc.
By /s/ Alan M. Stark
ALAN M. STARK
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
EXHIBIT 7
Letter dated July 23, 1998 from Cooperman
to Mr. Ray Loewen
[Letterhead of Omega Advisors, Inc.]
July 23, 1998
Mr. Ray Loewen
Chairman of the Board
The Loewen Group
Fax: 604-473-7350
Dear Ray,
We greatly appreciate your candor in discussing Loewen Group's
recent difficulties. As the current owner of 5 million shares
of Loewen Group, we would like to share our thoughts on the
difficult issues which you and your Board of Directors will now
have to address. Please feel free to share this with the members
of your Board, if you feel it would be helpful.
We strongly support your new initiative to maximize shareholder
value, and believe that Loewen Group should seek a merger partner
in an expeditious manner. We see several reasons why this course
of action has become so appropriate and timely:
Loewen's management problems appear to trace back to the
Mississippi fiasco of 1995, and the company has not been
able to get right-footed since that time. We believe that
three years is more than sufficient time for any management
team to refocus a business, and the current team may just
not be up to the task. We believe that to give the current
team another shot would be a misallocation of corporate
resources. Thus, now is an appropriate time to sell the
company.
The death care industry has been and will continue to be in
a consolidation mode, and the cost of capital is a key to
success. With the recent problems at Loewen, the company's
cost of equity capital has dramatically increased. In
addition, S&P is reviewing the company for a possible
ratings downgrade from the current BB+ level. With the
increasing cost of capital, Loewen will be at a long-term
competitive disadvantage in the acquisition market. Also,
when it comes time to complete the Rose and Prime
transactions, it will be important to have a reduced cost
of capital.
Loewen's competitors will not stand still. In a less
competitive environment, it might be possible to try to
rebuild from within. However, in your constantly evolving
industry environment, Loewen does not have the luxury of
taking more time to put its house in order. In addition,
any resources that are currently spent to right the
business may lose their value if the company is later sold
to a party who must then install its own systems.
Because of the competitive nature of your business and the
ongoing consolidation trends, we believe that Loewen Group
would be far more valuable to a third party than it would
be as a stand-alone entity. That "spread" in value is
probably wider than it has ever been. We believe it is
incumbent on management to realize that spread for the
benefit of the owners of the company.
As stated, we strongly support your new initiative to maximize
shareholder value. We would also recommend taking all the normal
steps in this direction such as hiring an investment banker,
providing senior management proper monetary incentives to support
such a transaction, and passing a Board of Directors resolution
to seek to "maximize shareholder value over the near term."
We will shortly be filing a 13D to disclose our increased
investment in The Loewen Group. As you know, we continue to be
a staunch supporter of the company. If there is anything we can
do to facilitate this process, please do not hesitate to call.
Sincerely,
/s/ Leon G. Cooperman
