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For SEC Filing
Purposes Only:
Rule 424(b)(5)
File No. 33-54996
Amended Prospectus Supplement to Prospectus Dated December 11, 1992
SERVICE CORPORATION INTERNATIONAL
Terms of 5% Convertible Debentures, Series H due 2004
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Title: 5% Convertible Debentures, Series H, due 2004 (the
"Debentures").
Principal Amount: $500,000 in aggregate principal amount of the Debentures
will be issued as the consideration for the outstanding
membership interests in Butts/Karpus, L.L.C.
Conversion Price: $33.78 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 $88.73.
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 Amended Supplement is February 25, 1994.
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