<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1994
Registration No.33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
TEXAS 74-1488375
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of Principal Executive Offices)
SERVICE CORPORATION INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
JAMES M. SHELGER
SENIOR VICE PRESIDENT
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Name and address of agent for service)
(713) 522-5141
(Telephone number, including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed maximum
Title of securities Amount to maximum offering aggregate offering Amount of
to be registered be registered price per unit price (2) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value(1) N/A N/A $15,000,000 $5,173
============================================================================================================
</TABLE>
(1) There are also registered hereunder the Series C Junior Participating
Preferred Stock of the Registrant (the "Rights") associated with the
shares of Common Stock being registered. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates for the Common Stock and will be
transferred along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one Right for
each share of Common Stock held, subject to adjustment pursuant to
antidilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h) based on estimated aggregate
contributions of employees.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in
this Registration Statement:
a. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993 and amendment thereto on Form 10-K/A dated April 5,
1994;
b. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994;
c. The description of the Common Stock set forth under the
caption "Description of Securities to be Registered--Capital Stock" in the Form
8 Amendment No. 3, dated September 15, 1982, to the Company's Registrant
Statement on Form 8-A; and the articles of amendment to the Company's Restated
Articles of Incorporation set forth as Exhibit 4.7 to the Company's
Registration Statement on Form S-3 (No. 33-8727), as Exhibit 4.1 to the
Company's Registration Statement on Form S-4 (No. 33-16678) and as Exhibit 3.8
to the Company's Registration Statement on Form S-4 (No. 33-47097); and
d. The description of the Company's preferred share
purchase rights contained in the Company's Registrant Statement on Form 8-A
dated July 26, 1988, as amended by Amendment No. 1 thereto filed under cover of
Form 8 and dated May 11, 1990.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Common Stock is incorporated by reference
pursuant to paragraphs d and e of Item 3 above. The Company's authorized
capital consists of 200,000,000 shares of Common Stock and 1,000,000 shares of
preferred stock, $1.00 par value. As of May 31, 1994, there were 85,912,230
shares of Common Stock outstanding and no shares of preferred stock
outstanding. The transfer agent and registrar for the Common Stock is Society
National Bank.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
-2-
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is or is threatened to be made a named defendant by
reason of his position as director or officer, provided that he conducted
himself in good faith and reasonably believed that, in the case of conduct in
his official capacity as director or officer, such conduct was in the
corporation's best interests, or, in all other cases, that such conduct was not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he had no
reasonable cause to believe his conduct was unlawful. If a director or officer
is wholly successful, on the merits or otherwise, in connection with such a
proceeding, such indemnification is mandatory.
Under the registrant's Restated Articles of Incorporation, as
amended (the "Articles of Incorporation"), no director of the registrant will
be liable to the registrant or any of its shareholders for monetary damages for
an act or omission in the director's capacity as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
registrant or its shareholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
any transaction for which the director received an improper benefit, whether or
not the benefit resulted from action taken within the scope of the director's
office, (iv) for acts or omissions for which the liability of a director is
expressly provided by statute, or (v) for acts related to an unlawful stock
repurchase or dividend payment. The Articles of Incorporation further provide
that, if the statutes of Texas are amended to further limit the liability of a
director, then the liability of the registrant's directors will be limited to
the fullest extent permitted by any such provision.
The registrant's by-laws provide for indemnification of officers
and directors of the registrant and persons serving at the request of the
registrant in such capacities for other business organizations against certain
losses, costs, liabilities and expenses incurred by reason of their positions
with the registrant or such other business organizations. The registrant also
has policies insuring its officers and directors against certain liabilities
for actions taken in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 -- Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration Statement No.
2-50721 on Form S-1).
4.2 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4(i)1 to Form 10-Q for
the fiscal quarter ended July 31, 1982).
-3-
<PAGE> 4
4.3 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Form 10- Q for
the fiscal quarter ended July 31, 1983).
4.4 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.7 to Registration
Statement No. 33-8727 on Form S-3).
4.5 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-16678 on Form S-4).
4.6 -- Statement of Resolution Establishing Series of Shares of
Series C Junior Participating Preferred Stock, dated August
5, 1988 (incorporated by reference to Exhibit 3.1 to Form
10-Q for the fiscal quarter ended July 31, 1988).
4.7 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.8 to Registration
Statement No. 33-47097 on Form S-4).
4.8 -- Bylaws, as amended (incorporated by reference to Exhibit 3.7
to Form 10-K for the fiscal year ended December 31, 1991).
4.9 -- Rights Agreement, dated as of July 18, 1988, between the
registrant and Texas Commerce Bank National Association
("TCBNA") (incorporated by reference to Exhibit 1 to Form
8-K dated July 18, 1988).
4.10 -- Amendment, dated as of May 10, 1990, to the Rights
Agreement, dated as of July 18, 1988, between the registrant
and TCBNA (incorporated by reference to Exhibit 1 to Form
8-K dated May 10, 1990).
4.11 -- Agreement appointing a Successor Rights Agent under Rights
Agreement dated June 1, 1990, among the registrant, TCBNA
and Ameritrust Company National Association (incorporated by
reference to Exhibit 4.1 to Form 10-Q for the quarter ended
June 30, 1990).
4.12 -- Employee Stock Purchase Plan (incorporated by reference to
Exhibit 1.1 to Registration Statement No. 2-62484 on Form
S-8).
4.13 -- Amendment No. 1 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 15.1 to Registration
Statement No. 2-62484 on Form S-8).
4.14 -- Amendment No. 2 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 28.3 to Registration
Statement No. 33-25061 on Form S-8).
4.15 -- Amendment No. 3 to the Employee Stock Purchase Plan
(incorporated by
-4-
<PAGE> 5
reference to Exhibit 28.4 to Registration Statement No.
33-35708 on Form S-8).
4.16 -- Amendment No. 4 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.1 to Current Report
on Form 8-K dated December 21, 1993).
4.17 -- Agreement Between Merrill Lynch Canada Inc. and Service
Corporation International (incorporated by reference to
Exhibit 28.5 to Post-Effective Amendment No. 1 to
Registration Statement No. 33-8907 on Form S-8).
4.18 -- First Amendment to Agreement between Merrill Lynch Canada
Inc. and Service Corporation International (incorporated by
reference to Exhibit 4.2 to Current Report on Form 8-K dated
December 21, 1993).
23.1 -- Consent of Coopers & Lybrand.
23.2 -- Consent of Ernst & Young.
24.1 -- Powers of Attorney.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of l934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
-5-
<PAGE> 6
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-6-
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas, on the 30th day of June, 1994.
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
----------------------------------
James M. Shelger
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
R.L. WALTRIP* Chairman of the Board and Chief June 30, 1994
- ------------------------- Executive Officer (Principal
(R.L. Waltrip) Executive Officer)
SAMUEL W. RIZZO* Executive Vice President, Chief June 30, 1994
- ------------------------- Financial Officer and Director
(Samuel W. Rizzo) (Principal Financial Officer)
VINCENT L. VISOSKY* Vice President Finance June 30, 1994
- ------------------------- (Principal Accounting Officer)
(Vincent L. Visosky)
ANTHONY L. COELHO* Director June 30, 1994
- -------------------------
(Anthony L. Coelho)
DOUGLAS M. CONWAY* Director June 30, 1994
- -------------------------
(Douglas M. Conway)
JACK FINKELSTEIN* Director June 30, 1994
- -------------------------
(Jack Finkelstein)
A.J. FOYT, JR* Director June 30, 1994
- -------------------------
(A.J. Foyt, Jr.)
-7-
<PAGE> 8
JAMES J. GAVIN, JR.* Director June 30, 1994
- -------------------------
(James J. Gavin Jr.)
JAMES H. GREER* Director June 30, 1994
- -------------------------
(James H. Greer)
L. WILLIAM HEILIGBRODT* Director June 30, 1994
- -------------------------
(L. William Heiligbrodt)
B.D. HUNTER* Director June 30, 1994
- -------------------------
(B.D. Hunter)
JOHN W. MECOM, JR.* Director June 30, 1994
- -------------------------
(John W. Mecom, Jr.)
CLIFTON H. MORRIS, JR.* Director June 30, 1994
- -------------------------
(Clifton H. Morris, Jr.)
E.H. THORNTON, JR.* Director June 30, 1994
- -------------------------
(E.H. Thornton, Jr.)
W. BLAIR WALTRIP* Director June 30, 1994
- -------------------------
(W. Blair Waltrip)
EDWARD E. WILLIAMS* Director June 30, 1994
- -------------------------
(Edward E. Williams)
_________________
* By his signature below, James M. Shelger, pursuant to duly
executed powers of attorney filed with the Securities and
Exchange Commission, has signed this registration statement on
the date indicated on behalf of the persons listed above,
designated by asterisks, in the capacities set forth opposite
their respective names.
*By /s/ James M. Shelger
----------------------
James M. Shelger
Attorney-in-fact
-8-
<PAGE> 9
INDEX TO EXHIBITS
4.1 -- Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration Statement No. 2-
50721 on Form S-1).
4.2 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4(i)1 to Form 10-Q for
the fiscal quarter ended July 31, 1982).
4.3 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Form 10- Q for
the fiscal quarter ended July 31, 1983).
4.4 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.7 to Registration
Statement No. 33-8727 on Form S-3).
4.5 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-16678 on Form S-4).
4.6 -- Statement of Resolution Establishing Series of Shares of
Series C Junior Participating Preferred Stock, dated August
5, 1988 (incorporated by reference to Exhibit 3.1 to Form
10-Q for the fiscal quarter ended July 31, 1988).
4.7 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.8 to Registration
Statement No. 33-47097 on Form S-4).
4.8 -- Bylaws, as amended (incorporated by reference to Exhibit 3.7
to Form 10-K for the fiscal year ended December 31, 1991).
4.9 -- Rights Agreement, dated as of July 18, 1988, between the
registrant and Texas Commerce Bank National Association
("TCBNA") (incorporated by reference to Exhibit 1 to Form
8-K dated July 18, 1988).
4.10 -- Amendment, dated as of May 10, 1990, to the Rights
Agreement, dated as of July 18, 1988, between the registrant
and TCBNA (incorporated by reference to Exhibit 1 to Form
8-K dated May 10, 1990).
4.11 -- Agreement appointing a Successor Rights Agent under Rights
Agreement dated June 1, 1990, among the registrant, TCBNA
and Ameritrust Company National Association (incorporated by
reference to Exhibit 4.1 to Form 10-Q for the quarter ended
June 30, 1990).
<PAGE> 10
4.12 -- Employee Stock Purchase Plan (incorporated by reference to
Exhibit 1.1 to Registration Statement No. 2-62484 on Form
S-8).
4.13 - Amendment No. 1 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 15.1 to Registration
Statement No. 2-62484 on Form S-8).
4.14 - Amendment No. 2 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 28.3 to Registration
Statement No. 33-25061 on Form S-8).
4.15 - Amendment No. 3 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 28.4 to Registration
Statement No. 33-35708 on Form S-8).
4.16 - Amendment No. 4 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.1 to Current Report
on Form 8-K dated December 21, 1993).
4.17 - Agreement Between Merrill Lynch Canada Inc. and Service
Corporation International (incorporated by reference to
Exhibit 28.5 to Post-Effective Amendment No. 1 to
Registration Statement No. 33-8907 on Form S-8).
4.18 - First Amendment to Agreement between Merrill Lynch Canada
Inc. and Service Corporation International (incorporated by
reference to Exhibit 4.2 to Current Report on Form 8-K dated
December 21, 1993).
23.1 -- Consent of Coopers & Lybrand.
23.2 - Consent of Ernst & Young.
24.1 -- Powers of Attorney.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report, which includes an explanatory
paragraph pertaining to accounting changes, dated February 8, 1994, on our
audit of the consolidated financial statements and financial statement
schedules of Service Corporation International as of December 31, 1993, and for
the year then ended, which report is included in the Annual Report on Form 10-K
for the year ended December 31, 1993.
/s/ COOPERS & LYBRAND
Houston, Texas
June 30, 1994
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus of Service Corporation
International pertaining to the Employee Stock Purchase Plan of Service
Corporation International for the registration of shares of its common stock
having a $15,000,000 maximum aggregate offering price of our report dated
February 8, 1993, with respect to the consolidated financial statements and
schedules of Service Corporation International for the years ended December 31,
1992 and 1991 included in the Annual Report (Form 10-K) of Service Corporation
International for the year ended December 31, 1993.
/s/ ERNST & YOUNG
Houston, Texas
June 30, 1994
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 2
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ R. L. Waltrip
---------------------
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 4
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Samuel W. Rizzo
-----------------------
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 6
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Vincent L. Visosky
--------------------------
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 8
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Anthony L. Coelho
-------------------------
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 10
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Douglas M. Conway
-------------------------
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 12
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Jack Finkelstein
------------------------
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 14
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ A. J. Foyt, Jr.
-----------------------
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 16
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ James J. Gavin, Jr.
---------------------------
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 18
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ James H. Greer
----------------------
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 20
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ L. William Heiligbrodt
------------------------------
<PAGE> 21
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 22
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ B. D. Hunter
--------------------
<PAGE> 23
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 24
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ John W. Mecom, Jr.
--------------------------
<PAGE> 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 26
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Clifton H. Morris, Jr.
------------------------------
<PAGE> 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 28
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ E. H. Thornton, Jr.
---------------------------
<PAGE> 29
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 30
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ W. Blair Waltrip
------------------------
<PAGE> 31
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
or director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint Samuel W. Rizzo and James
M. Shelger their true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer or director, or both, of the Company to Registration Statements or to
any amendments thereto filed with the Securities and Exchange Commission in
respect of said Securities, and to any instrument or document filed as part of,
as an exhibit to or in connection with said Registration Statements or
amendments; and (ii) to register or qualify said Securities for sale and to
register or license the Company as a broker or dealer in said Securities under
the securities or Blue Sky laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said Securities as
contemplated by said Registration Statements, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of the
company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney
are:
(i) Common Stock which may be issued under the
Company's 1993 Long-Term Incentive Stock Option Plan, Amended 1987 Stock Plan,
the Company's 1990 Stock Plan for Non-Employee Directors, the Company's 1986
Stock Option Plan, the Morlan International, Inc. 1983 Incentive Stock Option
Plan and 1986 Stock Option Plan, options of Morlan International, Inc., and any
other stock option or option plans;
(ii) Common Stock and interests of participants in
the Company's Employee Stock Purchase Plan, and any other Employee Stock
Purchases Plans or ESOP;
<PAGE> 32
(iii) Common Stock, convertible debentures and
guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties;
(iv) Common Stock and/or shares of any series of any
Preferred Stock, par value $1.00 per share, of the Company which may be issued
in connection with preferred share purchase rights and the Rights Agreement,
dated as of July 18, 1988, as amended; and
(v) Debt securities that may be issued from time to
time pursuant to the authority of the Company's Board of Directors and Common
Stock of the Company which may be issued upon conversion of any debt securities
that may be convertible into Common Stock.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 17th day of February, 1994.
/s/ Edward E. Williams
--------------------------
