As filed with the Securities and Exchange Commission on April 17, 2000
Registration No. 333-22551
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
PROVINCE OF BRITISH COLUMBIA, CANADA
(State or other jurisdiction of incorporation or organization)
98-0121376
(I.R.S. Employer Identification No.)
4126 NORLAND AVENUE
BURNABY, BRITISH COLUMBIA, CANADA V5G 3S8
(Address of principal executive offices)
LOEWEN GROUP INTERNATIONAL, INC. 401(K) RETIREMENT PLAN
(Full title of the plans)
JOHN P. PALUMBO
LOEWEN GROUP INTERNATIONAL, INC.
311 ELM STREET, SUITE 1000
CINCINNATI, OH 45202
(513) 768-7433
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copy to:
Michelle L. Johnson
THELEN REID & PRIEST LLP
101 Second Street, Suite 1800
San Francisco, California 94105-3601
<PAGE>
EXPLANATORY NOTE
The Loewen Group Inc. (the "Company") is filing this Post-
Effective Amendment No. 1 to the Company's Registration Statement
on Form S-8 (File No. 333-22551; the "Registration Statement").
The Registration Statement relates to employee contributions to
be made to the Company Stock Fund of the Loewen Group
International, Inc. 401(k) Retirement Plan (the "Plan").
Employees may only receive cash distributions from the Company
Stock Fund. Accordingly, no Common shares without par value
("Common Shares") may be issued under the Plan. The Registration
Statement incorporated by reference Registration Statement on
Form S-8 (File No. 33-72808), which also related to employee
contributions to be made to the Company Stock Fund. Effective
June 1, 1999, participants were prohibited from making cash
contributions or transferring funds to the Company Stock Fund.
Accordingly, the deemed offering of Common Shares under the Plan
has been terminated. The Registration Statement is hereby
amended to deregister all Common Shares that were not deemed to
be issued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing the
Post-Effective Amendment on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in Burnaby, Province of
British Columbia, Canada, on this 11th day of April, 2000.
THE LOEWEN GROUP INC.
By:/s/ Paul A. Houston
Paul A. Houston
President and Chief Executive Officer
Dated: April 11, 2000 /s/ Paul A. Houston
Paul A. Houston
President, Chief Executive Officer and Director
(Principal Executive Officer)
Dated: April 11, 2000 /s/ Michael A. Cornelissen
Michael A. Cornelissen
Senior Vice-President, Chief Financial Officer
(Principal Financial Officer)
Dated: April 11, 2000 /s/ Dwight K. Hawes
Dwight K. Hawes
Senior Vice-President, Corporate Controller
(Principal Accounting Officer)
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Dated: April 11, 2000 /s/ John S. Lacey
John S. Lacey
Chairman of the Board
Dated: April 11, 2000 /s/ Charles B. Loewen
Charles B. Loewen
Director
Dated: April 11, 2000 /s/ James D. McLennan
James D. McLennan
Director
Dated: April 11, 2000 /s/ Donna R. Moore
Donna R. Moore
Director
Dated: April 11, 2000 /s/ William R. Riedl
William R. Riedl
Director
Dated: April 11, 2000 /s/ The Right Honourable John N. Turner
The Right Honourable John N. Turner, P.C., C.C., Q.C.
Director
Dated: April 11, 2000
John L. Wiesner
Director
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
The undersigned is the Company's authorized representative
in the United States.
Dated: /s/ Donald F. Delaney
Donald F. Delaney
Vice-President, Corporate Controller
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