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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 06, 1998
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada 0-18429 98-0121376
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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4126 Norland Avenue, Burnaby, British Columbia V5G 3S8
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-299-9321
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index is on page 3
Page 1 of 5
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ITEM 5. OTHER EVENTS.
Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
Exhibit 99 The Loewen Group Inc. Press Release dated October 6, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 6, 1998
THE LOEWEN GROUP INC.
By: /s/ BRAD D. STAM
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Name: Brad D. Stam
Title: Senior Vice President, Law
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EXHIBIT INDEX
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Sequential
Number Exhibit Page Number
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99 The Loewen Group Inc. 4
Press Release dated October 6, 1998
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THE LOEWEN GROUP INC.
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(NYSE, TSE, ME: LWN) NEWS
Contacts:
Thomas C. Franco Paul Wagler
Broadgate Consultants, Inc.
Chief Financial Officer
(212)232-222 The Loewen Group Inc.
Tel: (604) 293-7844
FOR IMMEDIATE RELEASE
LOEWEN GROUP DIRECTORS FORM SPECIAL COMMITTEE
TO SUPERVISE PROCESS OF MAXIMIZING SHAREHOLDER VALUE
- Special Committee Appoints Executive Director
- New Board Appointments Contemplated
- Third Quarter Earnings Expected To Be Lower Than Market
Consensus
VANCOUVER, BC, October 6, 1998 -- The Loewen Group, Inc. (NYSE, TSE, MSE: LWN)
today announced the formation by its Board of Directors of a Special Committee
of independent, outside directors to supervise the Company's previously
announced process for maximizing shareholder value.
The Special Committee will be chaired by The Right Honorable John N. Turner,
former Prime Minister of Canada, and will include Mr. Charles B. Loewen, Mr.
James D. McLennan, and Mr. Robert B. Lundgren. The Special Committee will work
closely with the Company's investment bankers, Salomon Smith Barney, in
evaluating the alternatives available to the Company.
Speaking on behalf of the Special Committee, Mr. Turner stated, "It is
imperative that The Loewen Group take decisive action to maximize the value of
our shareholders' investments. The Committee
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will take an active and primary role in evaluating and acting upon the choices
facing the Company."
Chairman and CEO Raymond L. Loewen stated, "I welcome the appointment of the
Special Committee. Its members bring to this process both a strong commitment to
maximizing shareholder value and extensive experience that will be
extraordinarily beneficial to the Company and its shareholders as the Company
considers its alternatives."
SPECIAL COMMITTEE ACTIONS
Mr. Turner announced that the Special Committee has appointed Robert B.
Lundgren, one of its members, as Committee Executive Director. In this capacity,
Mr. Lundgren, on behalf of the Committee, will work on a full-time basis,
directing the shareholder value maximization process, a process which is already
well advanced. During that process, senior management of the Company will report
to Mr. Lundgren. Mr. Lundgren was Chief Financial Officer of the Company from
1984 until September, 1993, a period of sustained, profitable growth for the
Company. Mr. Lundgren has been a director of the Company since 1986 when the
Company went public.
NEW BOARD APPOINTMENTS CONTEMPLATED
In connection with the formation of the Special Committee, Loewen's Board of
Directors, by unanimous vote, also has initiated a search for two new
independent directors. The current management directors on the Company's Board
of Directors, other than Chairman Raymond L. Loewen, will retire as requested,
but no later than the Company's next Annual General Meeting. The management
directors who are expected to retire from the Loewen Board of Directors are Mr.
Timothy Hogenkamp, Chairman of the Board of Loewen Group International Inc., the
Company's subsidiary in the United States, Mr. Lawrence Miller, and Mr. Paul
Wagler, Executive Vice President and Chief Financial Officer.
THIRD QUARTER PRELIMINARY EARNINGS REVIEW
Loewen reported, based upon preliminary information, that third quarter earnings
are expected to be significantly below consensus analyst forecasts for the
Company. The Company expects to report its third quarter results on or about
November 5, 1998.
The Loewen Group Inc. is the second largest funeral home and cemetery operator
in North America. The Company employs approximately 16,000 people and owns or
operates more than 1,100 funeral homes and over 500 cemeteries across the United
States, Canada, and the United Kingdom. Over 90 percent of the Company's revenue
is derived from the United States.
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Note: Certain of the statements contained in the press release, including, but
not limited to, information regarding the future economic performance and
financial condition of the Company, the plans and objectives of the Company's
management, and the Company's assumptions regarding such performance and plans,
are forward-looking in nature. Additional information concerning important
factors that could cause actual results to differ from the forward-looking
information contained in this release is included in the Company's publicly
filed quarterly and annual reports.
