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For SEC Filing
Purposes Only:
Rule 424(b)(5)
File No. 33-54996
Prospectus Supplement to Prospectus Dated December 11, 1992
SERVICE CORPORATION INTERNATIONAL
Terms of 5% Convertible Debentures, Series G due 2004
Title: 5% Convertible Debentures, Series G, due 2004 (the
"Debentures").
Principal Amount: $5,000,000 in aggregate principal amount of the
Debentures will be issued as a portion of the
consideration for the outstanding capital stock of
Woodlawn Memorial Park and C.M. Gaffney Sales Agency,
Inc.
Conversion Price: $33.84 per share, subject to adjustment.
Conversion Date: On or after March 2, 1995.
Maturity Date: March 1, 2004.
Interest Rate: 5% per annum accruing from March 1, 1994.
Federal Tax Matters: The applicable federal rate on long-term
indebtedness for March, 1994, compounded quarterly,
is 6.2% for purposes of determining the original
issue discount applicable to the Debentures for
federal income tax purposes. The original issue
discount per $1,000 principal amount of the
Debentures is $88.78.
Other Matters: Payments of principal and interest on the Debentures
are subject to the Company's rights of set-off as
provided in the agreement governing the acquisition.
The Date of this Supplement is February 23, 1994.
