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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 1-12163
CUSIP Number: 54042L100
(CHECK ONE):
/X/ Form 10-K and Form 10-KSB / / Form 20-F / / Form 11-K
/ / Form 10-Q and Form 10-QSB / / Form N-SAR
For Period Ended: December 31, 1998
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For Transition Period Ended: ___________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: The Loewen Group Inc.
Former Name if Applicable:
Address of Principal Executive Office (STREET AND NUMBER)
4126 Norland Avenue
Burnaby, British Columbia V5G 3S8 CANADA
CITY, STATE AND ZIP CODE
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effect or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date, and
/X/ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K and Form 10-KSB,
20-F, 11-K, 10-Q, 10-QSB and N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Due primarily to the lateness of the revised lending agreements on March
30, 1999 and the asset disposal closing on March 31, 1999, the Company
was unable to deliver financial statements to its independent auditors
in a timely manner, and the auditors were therefore unable to complete
their audit procedures by March 31, 1999.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contract in regard to this
notification
Dwight K. Hawes 604 299-9321
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is
no, identify report(s). /X/ Yes / / No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On March 31, 1999, the Company reported a net loss of $599 million for
1998, as compared to net earnings of $41.8 million for 1997. The 1998 results
include a pre-tax asset impairment loss of $333.9 million as a result of
actual and probable sales of properties in early 1999. The 1998 results also
include a pre-tax charge of $315.2 million for the writedown of a significant
portion of the Company's investments in Prime Succession and Rose Hills and
an accrual of contingent losses related to potential future purchase
obligations thereon.
The Loewen Group Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1999 By: /s/ Dwight K. Hawes
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Dwight K. Hawes,
Senior Vice-President, Corporate Controller
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of
the General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T.
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[KPMG LLP Letterhead]
Statement of Independent Auditors
We are unable to furnish the required independent auditors' report on
financial statements of The Loewen Group Inc. and certain subsidiaries as of
and for the year ended December 31, 1998, due to the fact that our audit
procedures have not been completed.
/s/ KPMG LLP
KPMG LLP
Vancouver, British Columbia
March 31, 1999
