<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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): July 13, 1995
SERVICE CORPORATION INTERNATIONAL
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-6402-1 74-1488375
- ---------------------------------- -------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
1929 Allen Parkway, Houston, Texas 77019
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-5141
<PAGE> 2
ITEM 5. OTHER EVENTS
On July 13, 1995, Service Corporation International (the "Company") and
Service Corporation International (Canada) Limited ("SCI Canada") jointly
announced that, subject to board approval, they have reached an agreement under
which the Company would offer to acquire the shares of SCI Canada not already
owned by the Company. Under the proposed terms of the agreement, minority
shareholders would receive cash consideration of Cdn. $22.75 per share of SCI
Canada. For additional information, see the Press Release which is attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits - the following is the exhibit being filed with
this report:
99.1 - Service Corporation International
Press Release dated July 13, 1995
SIGNATURES
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 hereunto duly authorized.
SERVICE CORPORATION INTERNATIONAL
Date: July 13, 1995 By: /s/ George R. Champagne
------------------------------
George R. Champagne
Senior Vice President
Chief Financial Officer
<PAGE> 1
EXHIBIT 99.1
[SCI LETTERHEAD]
FOR IMMEDIATE RELEASE
SERVICE CORPORATION INTERNATIONAL AND SCI CANADA
REACH AGREEMENT ON PURCHASE OF MINORITY SHARES
HOUSTON, TEXAS, JULY 13, 1995 . . . Service Corporation International (SCI) and
Service Corporation International (Canada) Limited (SCI Canada) jointly
announced today that, subject to board approval, they have reached an agreement
under which SCI would offer to acquire the shares of SCI Canada not already
owned by SCI. Under the proposed terms of the agreement, minority shareholders
would receive cash consideration of Cdn. $22.75 per share. This price will be
paid for all outstanding shares held by the minority and all shares issuable
under existing stock options. It is anticipated that the vesting of all
existing unvested stock options will be accelerated, and that all existing
stock options will be exercised prior to the closing of the transaction.
On May 18, 1995, SCI announced that it was considering a proposal to acquire
the minority shares of SCI Canada at a price of Cdn. $21.50 per share. SCI
Canada established a special committee of its board to review the possible
transaction with SCI. SCI Canada's Special Committee retained its own advisors,
including Richardson Greenshields of Canada Limited, which was asked to prepare
a valuation of SCI Canada's business. Richardson Greenshields has advised SCI
Canada's Special Committee that the valuation will indicate a range of values
of
<PAGE> 2
SCI/SCIC - Page 2
Cdn. $21.50-$24.00 per SCI Canada share. SCI Canada's Special Committee met
with representatives of SCI and, based upon this advice, determined to
recommend to the SCI Canada board the approval of the transaction at the
proposed price of Cdn. $22.75 per share. A special committee of the SCI board
has also met and determined to recommend this proposed transaction and price to
the SCI board for approval.
The boards of directors of SCI and SCI Canada will meet on July 19,
1995 to consider the transaction. Assuming the boards of directors approve the
transaction which is to be implemented by an amalgamation between SCI Canada
and a subsidiary of SCI, the transaction would then be subject to the approval
of SCI Canada's shareholders (including a separate approval by a simple
majority of SCI Canada's minority shareholders) at a special meeting of SCI
Canada's shareholders expected to be held on August 28, 1995. If approved by
SCI Canada's shareholders, the amalgamation would take place on August 31,
1995.
SCI Canada currently owns and operates 74 funeral homes and three
cemeteries in British Columbia, Alberta, Ontario and Quebec. The company is
traded under the ticker symbol SVK on the Toronto Stock Exchange.
Service Corporation International is the largest funeral home and
cemetery organization in the world. With 1,561 funeral homes, 246 cemeteries
and 110 crematories as of June 30, 1995, SCI
<PAGE> 3
SCI/SCIC - Page 3
affiliates provide funeral and cemetery services throughout the United States,
Canada, Australia, and the United Kingdom. SCI's stock is traded on the New
York Stock Exchange. The company's ticker symbol is SRV.
# # #
For additional information contact:
SERVICE CORPORATION INTERNATIONAL:
Investor Relations
Todd Matherne (713) 525-5243 [email protected]
Media
Bill Barrett (713) 525-5497 [email protected]
SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED:
Jack Gordon (604) 294-9338
