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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) December 17, 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 7
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ITEM 5. OTHER EVENTS.
On December 17, 1998, The Loewen Group Inc. ("Loewen" or the "Company")
announced the appointment of Thomas M. Taylor, John S. Lacey and William R.
Riedl as directors of the Company. Reference is made to the press release filed
as Exhibit 99 hereto. The information set forth in Exhibit 99 is hereby
incorporated by reference.
In connection with Mr. Taylor's appointment, Mr. Taylor and TMI-FW, Inc., a
corporation controlled by Mr. Taylor (collectively, the "Investors") entered
into a standstill agreement (the "Standstill Agreement"). The investors own, in
the aggregate, 9.8% of the Loewen Common shares outstanding.
The Standstill Agreement provides, among other things, that from December 17
through the first business day following Loewen's 1999 annual general meeting of
shareholders, the Investors and their affiliates and representatives will not
(1) participate in or nominate candidates for the election of directors of the
Company, (2) participate in a proxy solicitation or group with respect to, or
seek to influence the voting of, Loewen's voting securities, or (3) propose a
matter for submission to a vote of or seek to convene a meeting of the Loewen
shareholders.
Loewen is currently negotiating and expects to enter into a similar standstill
agreement with Canadian Imperial Bank of Commerce, which currently holds
approximately 13.59% of the Company's outstanding Common shares.
Reference is made to the Standstill Agreement filed as Exhibit 4.1 hereto. The
information set forth in Exhibit 4.1 is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit No. Description
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Exhibit 99 The Loewen Group Inc. Press Release dated December 17,
1998
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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: December 30, 1998
THE LOEWEN GROUP INC.
By: /s/ BRADLEY D. STAM
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Name: Bradley 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 December 17, 1998
4.1 Standstill Agreement 6
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AGREEMENT
THIS AGREEMENT, dated as of December __, 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
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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:
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Name:
Title:
TMI-FW, INC.
By:
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Name:
Title:
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THOMAS M. TAYLOR
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THE LOEWEN GROUP INC.
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(NYSE, TSE, ME: LWN)
NEWS
Contact:
Thomas C. Franco
Broadgate Consultants, Inc.
Tel: (212) 232-2222
FOR IMMEDIATE RELEASE
THREE NEW DIRECTORS NAMED TO LOEWEN GROUP BOARD
VANCOUVER, BC, December 17, 1998 -- The Loewen Group Inc. (NYSE, TSE, ME: LWN)
announced today the election of three new outside directors to the Company's
Board of Directors. The new directors are: Thomas M. Taylor, President of
TMI-FW, Inc.; John S. Lacey, most recently President and Chief Executive Officer
of The Oshawa Group; and William R. Riedl, President of Fairvest Securities
Corporation. Mr. Lacey was also elected to the Special Committee of the Board of
Directors which is continuing to examine all strategic alternatives for
maximizing shareholder value.
Thomas M. Taylor is President of Thomas M. Taylor & Co. and TMI-FW, Inc.,
investment consulting firms that provide services to Tundra Investors L.P.,
certain other entities associated with certain members of the Bass family of
Fort Worth, Texas and Ontario Teachers' Pension Plan Board. Mr. Taylor is also a
director of Agrium, Inc., Encal Energy Limited, John Wiley & Sons, Kirby
Corporation, MacMillan Bloedel Limited, Meditrust Companies and Moore
Corporation Limited.
John S. Lacey is an experienced executive who has held a number of senior
management positions. He most recently served as President and Chief Executive
Officer of The Oshawa Group. The Oshawa Group owns Agora Food Merchants
(Canada's largest food retail franchiser) and SERCA Foodservice Inc. (Canada's
only national foodservice wholesaler). Prior to his service at the The Oshawa
Group, Mr. Lacey was President and CEO of Western International
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Communications Ltd. (WIC), a leading Canadian broadcast, communications and
entertainment company.
William R. Riedl has been President and Chief Executive Officer of Fairvest
Securities Corporation, an institutional stock brokerage firm, since 1991. Mr.
Riedl is currently a director of the Investment Dealers Association of Canada
and Chairperson of the Board of Directors of the Yonge Street Mission.
Speaking on behalf of the Loewen Group Board's Director Search Committee, John
N. Turner, who is also chairman of the Special Committee of the Board, stated,
"We welcome the counsel and experience the three new outside directors bring to
the Board as we continue our efforts to consider all strategies to maximize
shareholder value."
The three new outside directors replace three inside directors of the Company
who retired today from the Board as part of the Board's previously announced
policy of keeping the size of the Board at a practical level while, at the same
time, increasing the number of outside directors.
The retiring directors are Loewen Group employees Timothy R. Hogenkamp, Paul
Wagler and Larry Miller all of whom will continue in their present non-Director
roles with the Company.
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.
The Loewen Group's website is located at http://www.loewengroup.com
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