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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 L due 2004
Title: 5% Convertible Debentures, Series L, due 2004
(the "Debentures").
Principal Amount: $1,994,000 in aggregate principal amount of
the Debentures will be issued as a portion of
the consideration for the outstanding capital
stock of Crystal Lake Cemetery Association.
Conversion Price: $32.76 per share, subject to adjustment.
Conversion Date: On or after August 3, 1995.
Maturity Date: August 2, 2004.
Interest Rate: 5% per annum accruing from August 2, 1994.
Federal Tax Matters: The applicable federal rate on long-term
indebtedness for August 1994, compounded
quarterly, is 7.46% 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 $172.41.
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 July 28, 1994.
