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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 H due 2004
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: At the date hereof, the applicable federal rate on
long-term indebtedness for March 1994 has not been
released. If the Debentures were to be issued in
February 1994, the applicable federal rate on long-term
indebtedness for February, 1994, compounded quarterly,
would be 6.18% for purposes of determining the
original issue discount applicable to the Debentures
for federal income tax purposes. If there is no change
from such February rate for March 1994, the original
issue discount per $1,000 principal amount of the
Debentures would be $87.33.
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 22, 1994.
