<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 18, 1994
SERVICE CORPORATION INTERNATIONAL
--------------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
TEXAS 1-6402-1 74-1488375
- --------------------------------------------------------------------------------------------
<S> <C> <C>
(State or other jurisdiction of (Commission file (I. R. S. employer identification
incorporation or organization) number) number)
1929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(713) 522-5141
----------------------------------------------------
(Registrant's telephone number, including area code)
</TABLE>
<PAGE> 2
ITEM 5. OTHER EVENTS
A. Securities and Exchange Commission Investigation
The staff of the Division of Enforcement of the Securities and Exchange
Commission (the "Commission") has advised Service Corporation International
("the Company") that it is considering recommending to the Commission that it
institute an administrative proceeding pursuant to Section 21C of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), seeking cease and
desist orders against the Company, R. L. Waltrip, Chairman of the Board and
Chief Executive Officer, L. William Heiligbrodt, President and Chief Operating
Officer, and Samuel W. Rizzo, Executive Vice President and Chief Financial
Officer/Treasurer, for violations of certain reporting and disclosure
requirements of the 1934 Act and the regulations promulgated thereunder. The
recommendation under consideration by the staff arises out of the informal
private investigation previously disclosed by the Company relating to, among
other things, the change in the Company's accountants and the Company's Form
8-K dated March 31, 1993, as amended in April 1993, reporting such change.
See Items 3 and 9 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993. The staff has offered the Company and the named
individuals the opportunity to make a presentation with respect to the
recommendation under consideration.
B. Pro forma Financial Information
In June 1994, in connection with the ongoing acquisition program of the
Company, the Company announced an unsolicited offer to acquire 100% of the
outstanding common shares of Great Southern Group plc ("GSG"). As of September
30, 1994, the Company owned or had commitments to acquire in excess of 98% of
GSG's voting shares. The Company anticipates that the total acquisition cost
will approximate $192,777,000, including the assumption of approximately
$14,751,000 of existing indebtedness which the Company intends to repay. GSG
is a funeral provider in the United Kingdom ("UK") and owns 157 funeral homes,
13 crematoria and two cemeteries.
In September 1994, the Company announced its offer to acquire 100% of the
outstanding shares of Plantsbrook Group plc ("PG") for approximately
$312,690,000, including the assumption of approximately $13,873,000 of existing
debt. PG is a funeral provider in the UK and owns 380 funeral homes. As of
September 30, 1994, the Company owned or had commitments to acquire in excess
of 95% of PG's voting shares.
The acquisitions of GSG and PG are being financed on an interim basis with
short term UK pound sterling loan financings (the "UK Loans") in the amount of
$438,900,000 with interest based on UK pound sterling LIBOR plus 20 basis
points. The remaining financing will be provided from the Company's existing
lines of credit.
In addition to the acquisitions of GSG and PG, during 1993 and the six months
ended June 30, 1994, the Company continued to acquire funeral and cemetery
operations in the United States, Australia and Canada. Excluding GSG and PG
during such period, the Company acquired 195 funeral homes and 33 cemeteries
(the "Other Acquired Companies") in 78 separate transactions for an aggregate
purchase price of approximately $395,000,000 in the form of combinations of
cash, Company common stock, issued and assumed debt, convertible debentures
and retired loans receivable held by the Company's finance subsidiary. None of
the Company's acquisitions, including GSG and PG, individually meet the
definition of a significant subsidiary as defined in the Commission's
Regulation S-X.
The following unaudited pro forma combined balance sheet as of June 30, 1994
has been prepared assuming the acquisitions by the Company of GSG and PG took
place on June 30, 1994, and the unaudited pro forma combined statements of
income for the year ended December 31, 1993 and the six months ended June 30,
1994 have been prepared assuming the acquisitions by the Company of GSG, PG and
the Other Acquired Companies took place at the beginning of the respective
periods. Such acquisitions were accounted for under the purchase method of
accounting. The historical revenues and expenses of the Other Acquired
Companies represent amounts recorded by these businesses for the period that
they were not owned by the Company during the twelve months ended December 31,
1993 and
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<PAGE> 3
the six months ended June 30, 1994, respectively. The unaudited pro forma
combined financial information may not be indicative of results that would have
actually resulted if these transactions had occurred on the dates indicated or
which may be obtained in the future.
The historical financial statements of GSG and PG as of June 30, 1994, and for
the year and six months ended December 31, 1993 and June 30, 1994,
respectively, were prepared in pound sterling in accordance with the UK
Companies Act of 1985 ("UK GAAP"). This information has been adjusted to
present the historical financial statements in accordance with United States
generally accepted accounting principles ("US GAAP") and translated into U.S.
dollars at the exchange rate in effect at the balance sheet date or the average
exchange rate for the respective statement of income periods presented. The
Company has not completed all appraisals and evaluations necessary to finalize
GSG's and PG's purchase price allocation, and accordingly, actual adjustments
that reflect appraisals and other evaluations of the purchased assets and
assumed liabilities may differ from the pro forma adjustments.
The Company is currently exploring alternatives to refinance the UK Loans
issued in connection with the acquisitions of GSG and PG and to reduce
borrowings under its existing credit lines. Such refinancing could include
issuance of combinations of Company common stock, preferred securities
convertible into Company common stock and fixed rate debt financings. The
Company anticipates that such refinancing, if effected under current market
conditions, would not have a significant impact on historically reported
earnings per share for the twelve months ended December 31, 1993 and six months
ended June 30, 1994, respectively.
3
<PAGE> 4
SERVICE CORPORATION INTERNATIONAL
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1994
(Thousands)
<TABLE>
<CAPTION>
H I S T O R I C A L P R O F O R M A
----------------------- --------------------------
Combined
The Company GSG and PG Adjustments Total
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents...................... $ 38,638 $ 3,882 $ - $ 42,520
Receivables, net of allowances................. 240,774 17,245 - 258,019
Inventories.................................... 52,233 2,736 - 54,969
Other.......................................... 13,860 - - 13,860
---------- ---------- ---------- -----------
Total current assets......................... 345,505 23,863 - 369,368
Prearranged funeral contracts..................... 1,298,558 - 54,889 (A) 1,353,447
Long-term receivables............................. 538,014 - - 538,014
Cemetery property, at cost........................ 473,244 6,735 232,301 (B) 712,280
Property, plant and equipment, at cost (net)...... 666,092 87,749 4,066 (C) 759,952
2,045 (D)
Deferred charges and other assets................. 211,215 1,147 - 212,362
Goodwill.......................................... - 137,038 (137,038)(E) -
Names and reputations (net)....................... 491,107 - 264,422 (F) 755,529
---------- ---------- ---------- -----------
$4,023,735 $ 256,532 $ 420,685 $ 4,700,952
========== ========== ========== ===========
Liabilities & Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities....... $ 121,520 $ 22,607 $ 15,015 (G) $ 159,142
Income taxes................................... 20,937 14,407 - 35,344
Current maturities of long-term debt........... 67,945 9,332 (8,562)(H) 68,715
---------- ---------- ---------- -----------
Total current liabilities.................... 210,402 46,346 6,453 263,201
Long-term debt.................................... 1,117,940 19,292 (6,189)(H) 1,607,623
476,580 (I)
Deferred income taxes............................. 168,209 1,014 77,334 (J) 246,557
Other liabilities................................. 211,421 1,498 - 212,919
Deferred prearranged funeral contract revenues.... 1,375,843 - 54,889 (A) 1,430,732
Stockholders' equity.............................. 939,920 188,382 (188,382)(K) 939,920
---------- ---------- ---------- -----------
$4,023,735 $ 256,532 $ 420,685 $ 4,700,952
========== ========== ========== ===========
</TABLE>
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SERVICE CORPORATION INTERNATIONAL
NOTES TO THE UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1994
(Thousands)
One UK pound sterling equivalent to $1.54, which represents the exchange rate
on June 30, 1994.
(A) To record the amount of prearranged funeral contracts outstanding and
the related deferred prearranged funeral revenue in accordance with
the Company's accounting policies for GSG ($38,719) and PG
($16,170). These prearranged funerals were not afforded balance sheet
recognition by the former companies.
(B) To increase GSG's cemeteries and cremation scatter gardens to
estimated fair value.
(C) To record various assets acquired from J. D. Field & Sons Limited (the
former majority shareholder of GSG) included as part of the
acquisition of GSG, consisting primarily of real estate associated
with certain funeral operations of GSG.
(D) To increase funeral home land and buildings to estimated fair value
for GSG.
(E) To eliminate the previously recorded GSG and PG goodwill.
(F) To allocate the excess of the purchase price over the estimated fair
value of PG net assets acquired to names and reputations. The
estimated fair value of the GSG net assets acquired fully absorbed the
GSG purchase price.
(G) To accrue costs anticipated to be incurred in connection with the
acquisitions of GSG ($7,315) and PG ($7,700).
(H) To prepay the GSG existing debt.
(I) To record borrowings under the UK Loans ($438,900) and the Company's
existing credit lines ($37,680) used to fund the cash purchase price
of GSG ($185,463) and PG ($291,117).
(J) To provide for additional deferred taxes for GSG resulting from
differences in the carrying values of net assets for financial
statement and tax purposes.
(K) To eliminate the historical stockholders' equity of GSG ($37,505) and
PG ($150,877).
The following adjustments were made to the historical financials of GSG and PG
in order to restate historical financial statements to US GAAP:
<TABLE>
<CAPTION>
Historic Amounts As reported
Converted to US Dollars Adjustments to in Unaudited Pro Forma
in UK GAAP US GAAP Combined Balance Sheet
----------------------- -------------------------- -----------------------
GSG PG GSG PG GSG PG
----------- ---------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Property, plant and equipment . $ 37,016 $ 60,616 $(8,351)(1) $(1,532)(1) $ 28,665 $ 59,084
Goodwill . . . . . . . . . . . - - 20,372 (2) 116,666 (2) 20,372 116,666
Deferred income taxes . . . . . - - - 1,014 (3) - 1,014
Stockholders' equity . . . . . 25,484 36,757 12,021 114,120 37,505 150,877
</TABLE>
(1) To record the accumulated depreciation for GSG's and PG's buildings
using a 50 year straight-line life. UK GAAP does not require the
depreciation of buildings.
(2) To reclass goodwill, net of accumulated amortization, which was
previously charged against equity as allowed by UK GAAP.
(3) To record certain deferred tax adjustments required by US GAAP.
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<PAGE> 6
SERVICE CORPORATION INTERNATIONAL
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1993
(Thousands, except per share amounts)
<TABLE>
<CAPTION>
H I S T O R I C A L P R O F O R M A
-------------------------------------------- ---------------------------
Other Acquired Combined
The Company GSG and PG Companies Adjustments Total
----------- ---------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues................................ $ 899,178 $ 126,594 $ 110,214 $ 5,165 (A) $ 1,141,151
Costs and expenses...................... (635,858) (101,300) (95,534) (3,590)(A) (820,179)
11,842 (B)
7,781 (C)
(70)(D)
(6,611)(E)
3,598 (F)
(437)(G)
---------- ---------- ---------- ---------- -----------
Gross profit............................ 263,320 25,294 14,680 17,678 320,972
General and administrative expenses..... (43,706) - - - (43,706)
---------- ---------- ---------- ---------- -----------
Income from operations.................. 219,614 25,294 14,680 17,678 277,266
Interest expense........................ (59,631) (2,560) (3,541) (686)(A) (98,226)
(6,071)(B)
1,372 (H)
(27,109)(I)
Other income............................ 13,509 313 - 13,822
---------- ---------- ---------- ---------- -----------
Income before income taxes.............. 173,492 23,047 11,139 (14,816) 192,862
Provision for income taxes.............. (70,400) (8,681) (4,167) 4,059 (J) (79,189)
---------- ---------- ---------- ---------- -----------
Income before cumulative effect of
change in accounting principles....... $ 103,092 $ 14,366 $ 6,972 $ (10,757) $ 113,673
========== ========== ========== ========== ===========
Earnings per share:
Primary income before cumulative
effect of change in accounting
principles............................ $ 1.24 $ 1.34
========== ===========
Fully diluted income before cumulative
effect of change in accounting
principles............................ $ 1.19 $ 1.28
========== ===========
Primary weighted average
number of shares........................ 83,372 1,680 (K) 85,052
========== ========== ===========
Fully diluted weighted average
number of shares........................ 93,878 2,299 (K) 96,177
========== ========== ===========
</TABLE>
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SERVICE CORPORATION INTERNATIONAL
NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1993
(Thousands)
One UK pound sterling equivalent to $1.493, which represents the average
exchange rate for the period.
(A) To record the acquisition of 13 separate businesses acquired at
various dates by PG between January 1, 1993 and June 30, 1994 as if
such acquisitions had occurred on January 1, 1993. Internally
generated funds were used for the purchase of these businesses;
however, for purposes of the unaudited pro forma combined statement of
income imputed interest expense, calculated on the purchase price, has
been included at a rate of 6%, which approximates the Company's UK
borrowing rate.
(B) To record an adjustment to costs and expenses for the Other
Acquired Companies based on results actually achieved by the Company
for the periods subsequent to acquisition in the amount of $14,432 .
Included are additional costs and expenses of $2,590 resulting from the
effect of applying purchase accounting adjustments, primarily
amortization and depreciation.
Interest expense was added for debt and convertible debentures
issued in the purchase of the Other Acquired Companies at stated
rates. In addition, interest expense has been added for the cash
portion of the purchase price assumed to be borrowed by the Company at
a weighted average annual interest rate of 3.51%, which represented the
weighted average borrowing rate under the Company's existing lines of
credit for the year ended December 31, 1993. At September 30, 1994,
the borrowing rate for such existing lines of credit was 5.03%.
(C) To eliminate corporate expenses, primarily consisting of duplicate
personnel expenses, related to the acquisitions of GSG and PG.
(D) To record the depreciation expense (based on 50 year life) on
GSG's funeral buildings resulting from the estimated change in fair
value over historical cost (see note D to the Notes to the Unaudited
Pro Forma Combined Balance Sheet).
(E) To record the amortization of names and reputations created from
the acquisition of PG by the Company (see note F to the Notes to the
Unaudited Pro Forma Combined Balance Sheet). This assumes a 40 year
straight-line amortization.
(F) To eliminate the historical GSG and PG goodwill amortization expense.
(G) To record the cost of GSG's cemetery and cremation memorialization
interment rights sold.
(H) To eliminate the interest expense from GSG debt to be repaid by the
Company.
(I) To record the interest expense on amounts borrowed in connection
with the acquisition of GSG and PG as if all such borrowings had
occurred on January 1, 1993. The cash acquisition price for both
transactions was assumed to be borrowed from the Company's UK Loans at
a rate equal to the average pound sterling LIBOR rate (5.86%) plus 20
basis points for the year ended December 31, 1993 and existing lines
of credit at a weighted average annual interest rate of 3.51%, which
represents the Company's weighted average borrowing rate for such lines
of credit for the year ended December 31, 1993. At September 30, 1994
the pound sterling LIBOR rate was 5.88%.
(J) To record the tax effect of the pro forma adjustments, including a $947
tax benefit from the amortization of deferred taxes resulting from
indexed increases in the tax basis of UK assets.
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<PAGE> 8
(K) To give effect to the additional time period during which the
Company common stock (in the case of the primary and fully diluted
weighted average number of shares) and convertible debt (in the case of
the fully diluted weighted average number of shares) issued during the
period between January 1, 1993 and June 30, 1994 in respect to the
acquisition of the Other Acquired Companies would have been outstanding
if all of such acquisitions had occurred as of January 1, 1993.
The following adjustments were made to the historical financials of GSG and PG
in order to restate historical financial statements to US GAAP:
<TABLE>
<CAPTION>
Historic Amounts As reported in Unaudited
Converted to US Dollars Adjustments to Pro Forma Combined
in UK GAAP US GAAP Statement of Income
----------------------- ----------------------------- ------------------------
GSG PG GSG PG GSG PG
---------- ---------- -------------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . . $ 48,885 $ 77,709 $ - $ - $ 48,885 $ 77,709
Costs and expenses . . . . . (38,234) (58,893) (272) (1) (303)(1) (39,078) (62,222)
(572) (2) (3,026)(2)
Interest expense and other . (1,372) (875) - - (1,372) (875)
Provision for income taxes . (3,228) (5,645) 90 (1) 102 (1) (3,138) (5,543)
-------- --------- ---------- -------- --------- ---------
Net income . . . . . . . . . $ 6,051 $ 12,296 $ (754) $ (3,227) $ 5,297 $ 9,069
======== ========= ========== ======== ========= =========
</TABLE>
(1) To depreciate buildings straight-line over 50 years for GSG and PG, UK
GAAP does not require the depreciation of buildings.
(2) To amortize PG's historical goodwill balance straight-line over 40
years which is not required to be amortized under UK GAAP.
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<PAGE> 9
SERVICE CORPORATION INTERNATIONAL
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1994
(Thousands, except per share amounts)
<TABLE>
<CAPTION>
H I S T O R I C A L P R O F O R M A
------------------------------------------ ---------------------------
Other Acquired Combined
The Company GSG and PG Companies Adjustments Total
----------- ---------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues................................ $ 524,120 $ 66,925 $ 15,271 $ 1,146 (A) $ 607,462
Costs and expenses...................... (357,837) (52,737) (13,583) (770)(A) (421,892)
1,907 (B)
2,818 (C)
(35)(D)
(3,305)(E)
1,868 (F)
(218)(G)
---------- ---------- ---------- ---------- -----------
Gross profit............................ 166,283 14,188 1,688 3,411 185,570
General and administrative expenses..... (24,871) - - - (24,871)
---------- ---------- ---------- ---------- -----------
Income from operations.................. 141,412 14,188 1,688 3,411 160,699
Interest expense........................ (32,456) (1,023) (466) (329)(A) (47,106)
(1,228)(B)
581 (H)
(12,185)(I)
Other income............................ 4,686 197 - - 4,883
---------- ---------- ---------- ---------- -----------
Income before income taxes.............. 113,642 13,362 1,222 (9,750) 118,476
Provision for income taxes.............. (46,002) (4,878) (474) 3,019 (J) (48,335)
---------- ---------- ---------- ---------- -----------
Net income.............................. $ 67,640 $ 8,484 $ 748 $ (6,731) $ 70,141
========== ========== ========== ========== ===========
Earnings per share:
Primary................................. $ 0.79 $ 0.81
========== ===========
Fully diluted........................... $ 0.74 $ 0.77
========== ===========
Primary weighted average number
of shares............................... 86,033 366 (K) 86,399
========== ========== ===========
Fully diluted weighted average
number of shares........................ 96,166 455 (K) 96,621
========== ========== ===========
</TABLE>
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<PAGE> 10
SERVICE CORPORATION INTERNATIONAL
NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1994
(Thousands)
One UK pound sterling equivalent to $1.5125, which represents the average
exchange rate for the period.
(A) To record the acquisition of five separate businesses acquired
at various dates by PG between January 1, 1994 and June 30, 1994 as if
such acquisitions had occurred on January 1, 1994. Internally
generated funds were used for the purchase of these businesses;
however, for purposes of the unaudited pro forma combined statement of
income imputed interest expense, calculated on the purchase price, has
been included at a rate of 6%, which approximates the Company's UK
borrowing rate.
(B) To record an adjustment to costs and expenses for the Other
Acquired Companies based on results actually achieved by the Company
for the periods subsequent to acquisition in the amount of $2,408.
Included are additional costs and expenses of $501 resulting from the
effect of applying purchase accounting adjustments, primarily
amortization and depreciation.
Interest expense was added for debt and convertible debentures
issued in the purchase of the Other Acquired Companies at stated
rates. In addition, interest expense has been included for the cash
portion of the purchase price assumed to be borrowed by the Company
at a weighted average annual interest rate of 3.93%, which represented
the weighted average borrowing rate under the Company's existing lines
of credit for the six months ended June 30, 1994. At September 30,
1994, the borrowing rate for such existing lines of credit was 5.03%.
(C) To eliminate corporate expenses, primarily consisting of duplicate
personnel expenses, related to the acquisitions of GSG and PG.
(D) To record the depreciation expense (based on 50 year life) on
GSG's funeral buildings resulting from the estimated change in fair
value over historical cost (see note D to the Notes to the Unaudited
Pro Forma Combined Balance Sheet).
(E) To record the amortization of names and reputations created from
the acquisition of PG by the Company (see note F to the Notes to the
Unaudited Pro Forma Combined Balance Sheet). This assumes a 40 year
straight-line amortization.
(F) To eliminate the historical GSG and PG goodwill amortization expense.
(G) To record the cost of GSG's cemetery and cremation memorialization
interment rights sold.
(H) To eliminate the interest expense from GSG debt to be repaid by the
Company.
(I) To record the interest expense on amounts borrowed in connection
with the acquisition of GSG and PG as if all such borrowings had
occurred on January 1, 1994. The cash acquisition price for both
transactions was assumed to be borrowed from the Company's UK Loans at
a rate equal to the average pound sterling LIBOR rate (5.11%) plus 20
basis points for the six months ended June 30, 1994 and existing lines
of credit at a weighted average annual interest rate of 3.93%, which
represents the Company's weighted average borrowing rate for such lines
of credit for the six months ended June 30, 1994. At September 30,
1994 the pound sterling LIBOR rate was 5.88%.
(J) To record the tax effect of the pro forma adjustments, including
a $474 tax benefit from the amortization of deferred taxes resulting
from indexed increases in the tax basis of UK assets.
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<PAGE> 11
(K) To give effect to the additional time period during which the
Company common stock (in the case of the primary and fully diluted
weighted average number of shares) and convertible debt (in the case of
the fully diluted weighted average number of shares) issued during the
period between January 1, 1994 and June 30, 1994 in respect to the
acquisition of the Other Acquired Companies would have been outstanding
if all of such acquisitions had occurred as of January 1, 1994.
The following adjustments were made to the historical financials of GSG and PG
in order to restate historical financial statements to US GAAP:
<TABLE>
<CAPTION>
Historic Amounts As reported in Unaudited
Converted to US Dollars Adjustments to Pro Forma Combined
in UK GAAP US GAAP Statement of Income
----------------------- ---------------------------- ------------------------
GSG PG GSG PG GSG PG
---------- ---------- -------------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . $ 25,986 $ 40,939 $ - $ - $ 25,986 $ 40,939
Costs and expenses . . . . (19,625) (30,952) (138)(1) (154)(1) (20,053) (32,684)
(290)(2) (1,578)(2)
Interest expense and other (581) (245) - - (581) (245)
Provision for income taxes (1,906) (3,068) 45 (1) 51 (1) (1,861) (3,017)
-------- --------- ---------- -------- --------- ---------
Net income . . . . . . . . $ 3,874 $ 6,674 $ (383) $ (1,681) $ 3,491 $ 4,993
======== ========= ========== ======== ========= =========
</TABLE>
(1) To depreciate buildings straight-line over 50 years for GSG and PG, UK
GAAP does not require the depreciation of buildings.
(2) To amortize PG's historical goodwill balance straight-line over 40
years which is not required to be amortized under UK GAAP.
11
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
October 18, 1994
SERVICE CORPORATION INTERNATIONAL
By: /s/ Samuel W. Rizzo
Samuel W. Rizzo
Executive Vice President
Chief Financial Officer/Treasurer
(Principal Financial Officer)
12
