<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
SERVICE CORPORATION INTERNATIONAL
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
TEXAS 7261 74-1488375
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1929 ALLEN PARKWAY, P.O. BOX 130548
HOUSTON, TEXAS 77219-0548
(713) 522-5141
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES M. SHELGER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY, P.O. BOX 130548
HOUSTON, TEXAS, 77219-0548
(713) 522-5141
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT OF SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /.
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED(1) REGISTERED PER UNIT OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Guarantees of Promissory
Notes......................... $220,671,823(2) 100% $220,671,823 $76,094
Convertible Debentures..........
------------------------------------------------------------------
Common Stock.................... 2,547,142 shares $46.875(3) $119,397,281(3) $41,172
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained in this Registration Statement also relates to the securities
included in this table covered by Registrant's Registration Statement on
Form S-4 (Registration No. 33-54996), including $29,328,177 of Guarantees
and Convertible Debentures and 7,452,858 shares of Common Stock as to which
filing fees aggregating $49,437 have been previously paid.
(2) Such indeterminate principal amount of Guarantees of Promissory Notes and
Convertible Debentures as may from time to time be issued at indeterminate
prices.
(3) Estimated pursuant to Rule 457(c) for the purpose of calculating the
registration fee based on the average of the high and low reported prices on
March 15, 1996, as reported on the New York Stock Exchange Composite Tape.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
---------------------
This Registration Statement also relates to such indeterminate number and
shares of Common Stock of the Company as may be issuable upon conversion of the
Convertible Debentures. This Registration Statement also pertains to Rights to
purchase shares of Series C Junior Participating Preferred Stock of the
Registrant (the "Rights"). Until the occurrence of certain prescribed events the
Rights are not exercisable, are evidenced by the certificates for the Common
Stock and will be transferred along with and only with such securities.
Thereafter, separate Rights certificates will be issued representing one Right
for each share of Common Stock held subject to adjustment pursuant to
anti-dilution provisions.
This Registration Statement also relates to all shares of Common Stock
registered hereunder which may be offered for resale by persons who may receive
from the Company (i) Common Stock in acquisitions, and (ii) Common Stock upon
conversion of the convertible debentures received in acquisitions, as more fully
described in the Prospectus contained in the Registration Statement.
- --------------------------------------------------------------------------------
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<PAGE> 2
SERVICE CORPORATION INTERNATIONAL
CROSS REFERENCE SHEET
BETWEEN ITEMS IN PART I OF THE REGISTRATION STATEMENT
(FORM S-4) AND PROSPECTUS PURSUANT TO ITEM 501(B)
<TABLE>
<CAPTION>
ITEM OF FORM S-4 LOCATION IN PROSPECTUS
- ------------------------------------------------------------- ---------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus............................... Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus............................................. Inside Front and Outside Back
Cover Pages; Available
Information; Incorporation of
Certain Information by Reference
3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information...................................... Cover Page; The Company; Selected
Financial Data; Ratio of Earnings
to Fixed Charges; Incorporation
of Certain Information by
Reference*
4. Terms of the Transaction............................... *
5. Pro Forma Financial Information........................ *
6. Material Contracts with the Company Being Acquired..... *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters.......... Outstanding Securities Covered by
this Prospectus*
8. Interests of Named Experts and Counsel................. Experts; Legal Matters
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities......................... **
10. Information with Respect to S-3 Registrants............ The Company; Incorporation of
Certain Information by Reference
11. Incorporation of Certain Information by Reference...... Incorporation of Certain
Information by Reference
12. Incorporation with Respect to S-2 or S-3 Registrants... **
13. Incorporation of Certain Information by Reference...... **
14. Information with Respect to Registrants Other than S-3
or S-2 Registrants..................................... **
15. Information with Respect to S-3 Companies.............. **
16. Information with Respect to S-2 or S-3 Companies....... **
17. Information with Respect to Companies Other than S-2 or
S-3 Companies.......................................... *
18. Information if Proxies, Consents or Authorizations are
not to be Solicited.................................... *
19. Information if Proxies, Consents or Authorizations are
not to be Solicited or in an Exchange Offer............ *
</TABLE>
- ---------------
* Inapplicable (or partially inapplicable as indicated) upon filing of this
Registration Statement -- may be included in subsequent amendments under
certain circumstances.
** Not applicable or answer is negative.
<PAGE> 3
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
SUBJECT TO COMPLETION MARCH 21, 1996
PROSPECTUS
SERVICE CORPORATION INTERNATIONAL
GUARANTEES OF PROMISSORY NOTES, CONVERTIBLE DEBENTURES AND COMMON STOCK
The Prospectus includes 10,000,000 shares of common stock, $1 par value
(the "Common Stock"), guarantees (the "Guarantees") of promissory notes of
subsidiaries ("subsidiary notes") of Service Corporation International (the
"Company" or "SCI") and Convertible Debentures (the "Debentures") of the
Company, which may be offered and issued by the Company from time to time in the
acquisition of other businesses or properties. The Guarantees and the Debentures
may be offered at an aggregate offering price of up to $250,000,000.
It is anticipated that such acquisitions will consist principally of
additional funeral home, cemetery and related operations. The consideration for
acquisitions will consist of shares of Common Stock, cash, notes, Debentures or
other evidences of debt, Guarantees, assumption of liabilities or a combination
thereof, as determined from time to time by negotiations between the Company and
the owners or controlling persons of the businesses or properties to be
acquired. In addition, the Company may lease property from and enter into
management agreements and consultative and noncompetition agreements with the
former owners and key executive personnel of the businesses to be acquired. The
Debentures and the Guarantees are unsecured senior obligations of the Company.
As of December 31, 1995, the Company and its subsidiaries had outstanding
approximately $1,733 million of secured debt or senior unsecured indebtedness
and approximately $121 million of unsecured and subordinated debt. Such amounts
included approximately $597 million of indebtedness of the Company's
subsidiaries. The terms of the Debentures and the Guarantees will not restrict
the Company's ability to issue secured debt, which will, to the extent of the
security for such debt, rank senior to the Debentures and the Guarantees.
The terms of an acquisition are determined by negotiations between the
Company's representatives and the owners or controlling persons of the business
or properties to be acquired. Factors taken into account in acquisitions include
the established quality and reputation of the business and its management,
earning power, cash flow, growth potential, real estate, equipment, locations of
the business to be acquired and the market value of the Common Stock when
pertinent. It is anticipated that shares of Common Stock issued in any such
acquisition will be valued at a price reasonably related to the current market
value of the Common Stock, either at the time the terms of the acquisition are
tentatively agreed upon, or at or about the time of closing, or during the
period or periods prior to delivery of the shares. Each share of Common Stock
includes the right to purchase 1/150th of a share of Series C Junior
Participating Preferred Stock of the Company at a price of $56.67. The rights
are not currently exercisable and become exercisable only upon events generally
involving the acquisition or proposed acquisition by third parties of 20% or
more of the outstanding Common Stock.
All of the shares of Common Stock offered hereby may, subject to certain
conditions, be resold pursuant to this Prospectus by the persons who receive
such shares in acquisitions. With respect to the Debentures which may be offered
and issued by the Company as described above, all shares of Common Stock
issuable upon conversion of the Debentures may, subject to certain conditions,
be resold pursuant to this Prospectus by the persons who receive such shares
upon conversion. See "Outstanding Securities Covered by this Prospectus" on page
2 for information relating to resales pursuant to this Prospectus of shares of
Common Stock issued under the Registration Statement.
The Common Stock is listed on the New York Stock Exchange. The closing
price of the Common Stock on such exchange on March 19, 1996 was $47.75.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS MARCH , 1996.
<PAGE> 4
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by the persons who may
receive from the Company Common Stock covered by the Registration Statement
(including Common Stock issuable upon conversion of Debentures) in acquisitions
and who may be entitled to offer such Common Stock under circumstances requiring
the use of a Prospectus (such persons being referred to under this caption as
"Stockholders"); provided, however, that no Stockholder will be authorized to
use this Prospectus for any offer of such Common Stock without first obtaining
the consent of the Company. The Company may consent to the use of this
Prospectus for a limited period of time by the Stockholders and subject to
limitations and conditions which may be varied by agreement between the Company
and the Stockholders. Resales of such shares may be made on the New York Stock
Exchange or such other exchange on which the Common Stock may be listed, in the
over-the-counter market, in private transactions or pursuant to underwriting
agreements.
Agreements with Stockholders permitting use of this Prospectus may provide
that any such offering be effected in an orderly manner through securities
dealers, acting as broker or dealer, selected by the Company; that Stockholders
enter into custody agreements with one or more banks with respect to such
shares; and that sales be made only by one or more of the methods described in
this Prospectus, as appropriately supplemented or amended when required. The
Stockholders may be deemed to be underwriters within the meaning of the
Securities Act of 1933.
When resales are to be made through a broker or dealer selected by the
Company, it is anticipated that a member firm of the New York Stock Exchange may
be engaged to act as the Stockholders' agent in the sale of shares by such
Stockholders. The member firm will be entitled to commissions (including
negotiated commissions to the extent permissible). Sales of shares by the member
firm may be made on the New York Stock Exchange or other exchange from time to
time at prices related to prices then prevailing. Any such sales may be by block
trade. Any such member firm may be deemed to be an underwriter within the
meaning of the Securities Act of 1933 and any commissions earned by such member
firm may be deemed to be underwriting discounts and commissions under such Act.
Upon the Company being notified by a Stockholder that any block trade has
taken place, a supplementary prospectus, if required, will be filed pursuant to
Rule 424 under the Securities Act of 1933, disclosing the name of the member
firm, the number of shares involved, the price at which such shares were sold by
such Stockholder, and the commissions to be paid by such Stockholder to such
member firm.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
SERVICE CORPORATION INTERNATIONAL, 1929 ALLEN PARKWAY, P.O. BOX 130548, HOUSTON,
TEXAS 77219-0548, ATTENTION: JAMES M. SHELGER, SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY (TEL. (713) 522-5141). SEE "INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street N.W., Washington D.C.
20549; 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such material can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10050.
Additional information regarding the Company and the Securities is
contained in the Registration Statement, of which this Prospectus is a part, and
the exhibits relating thereto (the "Registration Statement") filed with the
Commission under the Securities Act of 1933, as amended (the "Act"). For further
information pertaining to the Company and the Securities, reference is made to
the Registration Statement, which may be
2
<PAGE> 5
inspected without charge at the office of the Commission at 450 Fifth Street
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the
Commission at prescribed rates. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by SCI with the Commission are
incorporated herein by reference:
(i) SCI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(ii) SCI's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1995, June 30, 1995 and September 30, 1995;
(iii) The Company's Current Report on Form 8-K dated June 7, 1995;
(iv) The Company's Current Report on Form 8-K dated July 10, 1995;
(v) The Company's Current Report on Form 8-K dated July 12, 1995;
(vi) The Company's Current Report on Form 8-K dated July 13, 1995;
(vii) The Company's Current Report on Form 8-K dated September 5,
1995;
(viii) The Company's Current Report on Form 8-K dated September 12,
1995;
(ix) The Company's Current Report on Form 8-K dated September 18,
1995;
(x) The Company's Current Report on Form 8-K dated December 4, 1995;
(xi) Description of the Company's capital stock set forth under the
caption "Item 1. Description of Securities to be Registered -- Capital
Stock" in the Form 8, Amendment No. 3, dated September 15, 1982, to the
Company's Registration Statement on Form 8-A; and
(xii) Description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated July
26, 1988, as amended by Amendment No. 1 thereto filed under cover of Form 8
and dated May 11, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be part hereof from
the date of filing such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the request of any such person, a copy of any
or all of the documents which are incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed to Service
Corporation International, 1929 Allen Parkway, Houston, Texas 77019, Attention:
James M. Shelger, Senior Vice President, General Counsel and Secretary,
telephone number: (713) 522-5141.
3
<PAGE> 6
THE COMPANY
The Company is the largest provider of funeral and cemetery services and
products in the world. As of December 31, 1995, the Company owned and operated
2,739 funeral service operations, 318 cemeteries and 139 crematoria. The
Company's affiliates provide funeral and cemetery services in North America,
Europe and Australia.
The Company was incorporated in Texas on July 5, 1962. The Company's
principal executive offices are located at 1929 Allen Parkway, Houston, Texas
77019, telephone number: (713) 522-5141. As used herein, unless the context
indicates otherwise, the terms "Company" and "SCI" refer to the Company and its
subsidiaries.
The Company has acquired most of its present operations through
acquisitions and has from time to time divested itself of certain properties
and/or operations previously acquired. The Company continues to review the
possible acquisition of various related businesses.
The Company's authorized capital stock consists of 200,000,000 shares of
Common Stock and 1,000,000 shares of preferred stock, $1 par value. As of
December 31, 1995, 117,271,086 shares of Common Stock and no shares of preferred
stock were outstanding. The transfer agent and registrar for the Common Stock is
Society National Bank.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock, Debentures and
Guarantees of promissory notes of subsidiaries of the Company which may be
offered and issued by the Company from time to time in the acquisition of other
businesses or properties. Other than the businesses or properties acquired,
there will be no proceeds to the Company from these offerings.
4
<PAGE> 7
SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the Company.
Such data should be read in conjunction with the Company's consolidated
financial statements and notes thereto, and management's discussion and analysis
of results of operations and financial condition, incorporated by reference
herein.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------
1995(1) 1994(1) 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues...................................... $1,105,253 $ 801,934 $1,117,175 $ 899,178 $ 772,477 $ 643,248 $ 563,156
Income before income taxes and preferred
dividend requirement........................ 206,081 161,970 219,021 173,492 139,336 108,872 99,432
Net income available to common stockholders... 127,156 96,243 131,045 101,061 86,536 73,372 60,218
PER SHARE DATA:
Net income available to common stockholders... 1.31 1.12 1.51 1.21 1.13 1.03 .85
Dividends..................................... .33 .315 .42 .40 .39 .37 .37
BALANCE SHEET DATA:
Total assets.................................. 6,997,712 4,839,553 5,161,888 3,683,304 2,611,123 2,123,452 1,653,689
Long-term debt................................ 2,158,710 1,248,545 1,330,177 1,062,222 980,029 786,685 577,378
Stockholders' equity.......................... 1,368,553 964,049 1,196,622 884,513 683,097 615,776 434,323
</TABLE>
- ---------------
(1) Unaudited
5
<PAGE> 8
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth SCI's consolidated ratio of earnings to
fixed charges for the periods shown:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
- ------------- ----------------------------------------
1995 1994 1994 1993 1992 1991 1990
- ----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
2.74 3.32 3.13 3.19 3.03 2.82 2.88
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income from continuing operations before income taxes, less
undistributed income of equity investees which are less than 50% owned, plus the
minority interest of majority-owned subsidiaries with fixed charges and plus
fixed charges (excluding capitalized interest). Fixed charges consist of
interest expense, whether capitalized or expensed, amortization of debt costs
and one-third of rental expense which the Company considers representative of
the interest factor in the rentals.
DESCRIPTION OF DEBENTURES
The Debentures will constitute senior convertible debt of the Company and
will be issued under a Debenture Indenture (the "Debenture Indenture") dated as
of June 15, 1992, between the Company and Texas Commerce Bank, National
Association, as trustee (the "Trustee"). The Debenture Indenture is filed as an
exhibit to the Registration Statement. The following summaries of certain
provisions of the Debenture Indenture and the Debentures do not purport to be
complete, and such summaries are subject to the detailed provisions of the
Debenture Indenture to which reference is hereby made for a full description of
such provisions, including the definition of certain capitalized terms used
herein but not otherwise defined herein. Section references in parentheses below
are to sections in the Debenture Indenture. Wherever particular sections or
defined terms of the Debenture Indenture are referred to, such sections or
defined terms are incorporated herein by reference as part of the statement
made, and the statement is qualified in its entirety by such reference.
The Debentures may be issued from time to time in one or more series. The
following description of the Debentures sets forth certain general terms and
provisions of the Debentures of all series. The particular terms of each series
of Debentures offered by any Prospectus Supplement will be described therein.
General. The Debentures will be unsecured senior obligations of the Company
and may be issued from time to time in one or more series. The Debenture
Indenture will not limit the amount of Debentures, notes or other types of
indebtedness, including secured indebtedness, that may be issued by the Company
or any of its Subsidiaries nor will it restrict transactions between the Company
and its Affiliates, the payment of dividends by the Company, or the transfer of
assets by the Company to its Subsidiaries. The Company currently conducts
substantially all its operations through Subsidiaries. Consequently, the rights
of the Company to receive assets of any Subsidiary (and thus the ability of
holders of Debentures to benefit indirectly from such assets) are subject to the
prior claims of creditors of that Subsidiary. Other than as may be set forth in
any Prospectus Supplement, the Debenture Indenture and the Debentures will not
contain any covenants or other provisions that are intended to afford holders of
the Debentures special protection in the event of a highly leveraged transaction
by the Company. As of December 31, 1995, the Company and its subsidiaries had
outstanding approximately $1,733 million of secured debt or senior unsecured
indebtedness and approximately $121 million of unsecured and subordinated debt.
Such amounts included approximately $597 million of indebtedness of the
Company's subsidiaries. Each Debenture will bear interest from the date of
issuance at the rate per annum set forth in the Prospectus Supplement, payable
quarterly on February 1, May 1, August 1 and November 1 of each year to the
person in whose name such Debenture is registered at the close of business on
the preceding January 15, April 15, July 15 and October 15, as the case may be.
Principal will be payable at the maturity of the Debenture. Principal and
interest will be payable at the office of the Trustee, but, at the option of the
Company, interest may be paid by check mailed on or before the payment date to
the registered holders of the Debentures at their registered addresses.
6
<PAGE> 9
Reference is made to the Prospectus Supplement for the following terms of
and information relating to each series of Debentures (to the extent such terms
are applicable to such Debentures): (i) the title of the Debentures; (ii)
aggregate principal amount, purchase price and denomination; (iii) the terms and
conditions upon which the Debentures are convertible into Common Stock including
the initial conversion price or conversion rate and the conversion period; (iv)
the date or dates on which the Debentures will mature; (v) the interest rate or
rates (or the method by which such will be determined), and the dates from which
such interest will accrue; (vi) any terms applicable to the Debentures issued at
an original issue discount below their stated principal amount, including the
issue price thereof and the rate or rates at which such original issue discount
shall accrue; (vii) any applicable United States federal income tax
consequences, other than as described under "Certain Federal Income Tax
Consequences"; and (viii) any terms which may be required by or advisable under
applicable laws or regulations.
Unless otherwise specified in any Prospectus Supplement, the Debentures
will be issued only in fully registered form and in denominations of $1,000 and
any integral multiple thereof (Section 2.7). No service charge will be made for
any transfer or exchange of any Debentures, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith (Section 2.8).
Under the Debenture Indenture, the Trustee must mail to the holders of each
series of Debentures notice of all uncured defaults with respect to such series
within 90 days after the occurrence thereof (the term default to include the
Events of Default set forth below without regard to grace periods); provided
that, except in the case of a default in the payment of principal of or interest
on any Debentures, the Trustee shall be protected in withholding such notice if,
in good faith, it determines that the withholding of such notice is in the
interest of the holders of the Debentures of such series. (Section 5.8).
The Debenture Indenture and the Debentures will be governed by Texas law.
Consolidation, Merger, Sale, Etc. The Debenture Indenture provides that the
Company may consolidate or merge with or into any other corporation, and may
sell, lease, exchange or otherwise dispose of all or substantially all of its
property and assets to any other corporation authorized to acquire and operate
the same, provided that in any such case (i) immediately after such transaction
the Company or such other corporation formed by or surviving any such
consolidation or merger, or to which sale, lease, exchange or other disposition
shall have been made, will not be in default in the performance or observance of
any of the terms, covenants and conditions in the Debenture Indenture to be kept
or performed by the Company, (ii) the corporation (if other than the Company)
formed by or surviving any such consolidation or merger, or to which such sale,
lease, exchange or other disposition shall have been made, shall be a
corporation organized under the laws of the United States of America, any state
thereof or the District of Columbia, and (iii) the corporation (if other than
the Company) formed by such consolidation, or into which the Company shall have
been merged, or the corporation which shall have acquired or leased such
property and assets, shall assume, by a supplemental indenture, the Company's
obligations under such Debenture Indenture (Section 9.1). In case of any such
consolidation, merger, sale, lease, exchange or other disposition and upon any
such assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named in such Debenture Indenture as the Company and subject to the
conditions set forth in the Debenture Indenture, and the Company shall be
relieved of any further obligation under such Debenture Indenture and any
Debentures issued thereunder (Section 9.2).
Modification of the Debenture Indenture. The Debenture Indenture provides
that the Company and the Trustee may enter into supplemental indentures without
the consent of the holders of the Debentures to (i) evidence the assumption by a
successor corporation of the obligations of the Company under such Debenture
Indenture, (ii) add covenants or new events of default for the protection of the
holders of such Debentures, (iii) cure any ambiguity or correct any
inconsistency in the Debenture Indenture, (iv) establish the form and terms of
any series of Debentures and to provide for adjustment of conversion rights, (v)
evidence the acceptance of appointment by a successor trustee or (vi) amend the
Debenture Indenture in any other manner which the Company may deem necessary or
desirable and which will not adversely affect the interests of the holders of
Debentures issued thereunder (Section 8.1).
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The Debenture Indenture also contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of Debentures of each series then outstanding and
affected, to add any provisions to, or change in any manner or eliminate any of
the provisions of, the Debenture Indenture or modify in any manner the rights of
the holders of the Debentures of such series; provided that the Company and the
Trustee may not, without the consent of the holder of each outstanding Debenture
affected thereby, (i) extend the stated maturity of the principal of any
Debenture, reduce the principal amount thereof, reduce the rate or extend the
time of payment of any interest thereon, change the coin or currency in which
principal and interest are payable, impair or affect the right to institute suit
for the enforcement of any payment, repayment or purchase thereof or materially
and adversely affect the right to convert Debentures or (ii) reduce the
percentage in aggregate principal amount of Debentures of any series issued
under such Debenture Indenture, the consent of the holders of which is required
for any such modification (Section 8.2).
Events of Default. An Event of Default is defined under the Debenture
Indenture with respect to the Debentures of any series issued thereunder as
being: (i) default in the payment of any interest with respect to Debentures of
such series when due, continued for 30 days; (ii) default in the payment of
principal with respect to the Debentures of such series when due; (iii) default
in the performance of any other covenant of the Company set forth in the
Debenture Indenture applicable to Debentures of such series, continued for 60
days after any written notice by the Trustee or the holders of at least 25% in
aggregate principal amount of the Debentures of such series then outstanding;
and (iv) certain events of bankruptcy, insolvency or reorganization. If any
Event of Default shall occur and be continuing, the Trustee or the holders of at
least 25% in aggregate principal amount of the Debentures of such series then
outstanding, by notice in writing to the Company (and to the Trustee, if given
by the holders), may declare the unpaid principal amount of the Debentures of
such series due and payable immediately. At any time after a declaration of
acceleration with respect to Debentures of any series has been made, but before
a judgment or decree for payment of money has been obtained by the Trustee, the
holders of a majority in aggregate principal amount of the Debentures of such
series then outstanding may rescind and annul such declaration and its
consequences if all defaults under the Debenture Indenture are cured or waived
(Section 5.1).
The Debenture Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee will be
under no obligation to exercise any of its rights or power under the Debenture
Indenture at the request or direction of any of the holders of Debentures,
unless such holders shall have offered to the Trustee reasonable security or
indemnity (Sections 6.1 and 6.2). Subject to such provisions for the
indemnification of the Trustee, and subject to applicable law and certain other
provisions of the Debenture Indenture, the holders of a majority in aggregate
principal amount of the Debentures of such series then outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Debentures of such series, provided that such direction shall not
be in conflict with any rule of law or the Debenture Indenture or involve the
Trustee in personal liability (Section 5.7).
The Company is required to furnish to the Trustee annually a statement as
to the fulfillment by the Company of all of its obligations under the Debenture
Indenture (Section 4.3).
Transferability. No Debentures of any series will be transferable by the
holders of such Debentures for a period of one year following the date of
issuance, except for transfers by will or the laws of descent and distribution.
Redemption. The Debentures of any series are not redeemable at the option
of the Company prior to the stated maturity of such series.
Conversion. The Debentures of each series will be convertible into Common
Stock (or cash in lieu of fractional shares thereof) (Sections 13.1 and 13.2) in
accordance with the following provisions unless otherwise provided in the
Prospectus Supplement for such series.
The holder of any Debentures of any series will have the right exercisable
at any time after the initial conversion date set forth in the Prospectus
Supplement and prior to maturity to convert such Debentures into
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shares of Common Stock at the conversion price or conversion rate set forth in
the Prospectus Supplement, subject to adjustment (Section 13.3). The initial
conversion date and the initial conversion price will be determined by
negotiation; provided however, that no Debenture will be issuable unless either
(i) the Debenture has an initial conversion date which is at least one year
following the date of issuance, or (ii) the initial conversion price for one
share of Common Stock is greater than 125% of the fair market value of one share
of Common Stock as of the date of issuance of such Debenture. The fair market
value of a share of Common Stock will be the average of the high and low sales
prices of Common Stock on the New York Stock Exchange on the day being
considered.
In certain events, the conversion price or conversion rate will be subject
to adjustment as set forth in the Debenture Indenture. Such events include the
issuance of shares of Common Stock as a dividend or distribution on the Common
Stock; subdivisions, combinations and reclassifications of the Common Stock;
redemption of the preferred share purchase rights associated with the Common
Stock; the issuance to all holders of Common Stock of rights or warrants
entitling the holders thereof (for a period not exceeding 45 days) to subscribe
for or purchase shares of Common Stock at a price per share less than the then
current market price per share of Common Stock (as determined pursuant to the
Debenture Indenture); and the distribution to substantially all holders of
Common Stock of evidences of indebtedness, equity securities (including equity
interests in the Company's Subsidiaries) other than Common Stock, or other
assets (excluding cash dividends paid from surplus) or subscription rights or
warrants (other than those referred to above). No adjustment of the conversion
price or conversion rate will be required unless an adjustment would require a
cumulative increase or decrease of at least 1% in such price or rate (Section
13.3).
Fractional shares of Common Stock will not be issued upon conversion, but,
in lieu thereof, the Company will pay a cash adjustment based on the then
current market price for the Common Stock (Section 13.2). Upon conversion, no
adjustments will be made for accrued interest or dividends, and therefore
Debentures surrendered for conversion between the record date for an interest
payment and the interest payment date must be accompanied by payment of an
amount equal to the interest thereon which the registered holder is to receive
(Section 13.1).
In the case of any consolidation or merger of the Company (with certain
exceptions) or any sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Company, the holder of
Debentures, after the consolidation, merger, sale, lease, exchange or other
disposition, will have the right to convert such Debentures into the kind and
amount of securities, cash and other property which the holder would have been
entitled to receive upon or in connection with such consolidation, merger, sale,
lease, exchange or other disposition, if the holder had held the Common Stock
issuable upon conversion of such Debentures immediately prior to such
consolidation, merger, sale, lease, exchange or other disposition (Section
13.4).
Concerning the Trustee. The Trustee is a depositary for funds of, makes
loans to and performs other services for the Company in the normal course of
business.
In addition to serving as Trustee under the Debenture Indenture and the
Guarantee Indenture (as defined under "Description of Guarantees"), the Trustee
also serves as Trustee under (i) a Senior Subordinated Indenture (the "Senior
Subordinated Indenture") to be entered into between the Company and the Trustee,
and (ii) the Subordinated Indenture (the "Subordinated Indenture") dated as of
September 1, 1991, between the Company and the Trustee. Debt of the Company
issued pursuant to the Debenture Indenture and the Guarantee Indenture
constitutes senior indebtedness. As of December 31, 1995, the Company had
outstanding approximately $27 million principal amount of senior indebtedness
issued pursuant to the Debenture Indenture and approximately $64 million
principal amount of guarantees issued pursuant to the Guarantee Indenture.
Pursuant to the Trust Indenture Act, a trustee under an indenture may be
deemed to have a conflicting interest, and may, under certain circumstances set
forth in the Trust Indenture Act, be required to resign as trustee under such
indenture, if the securities issued under such indenture are in default (as such
term is defined in such indenture) and the trustee is the trustee under another
indenture under which any other securities of the same obligor are outstanding,
subject to certain exceptions set forth in the Trustee Indenture
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Act. In such event, the obligor must take prompt steps to have a successor
trustee appointed in the manner provided in the indenture from which the trustee
has resigned.
Pursuant to the Trust Indenture Act, the Trustee, as trustee under the
Senior Subordinated Indenture, the Subordinated Indenture, the Debenture
Indenture and the Guarantee Indenture, could be required to resign as trustee
under one or more of such indentures should a default occur under one or more of
such indentures. In such event, the Company would be required to take prompt
steps to have a successor trustee or successor trustees appointed in the manner
provided in the applicable indenture or indentures.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
WITH RESPECT TO DEBENTURES
The following summary of certain United States federal income tax
consequences with respect to the Debentures is based on current law and is for
general information only. Because the terms of the acquisitions which may be
effected by use of Debentures and certain terms of the Debentures have not been
determined, portions of the following summary may not be applicable to a holder
once such terms are set and certain other tax consequences not discussed herein
may be applicable. The tax treatment of a holder of Debentures may vary
depending upon such holder's particular situation. Because the Debentures will
be issued in acquisitions, this disclosure focuses on holders who acquire
Debentures in exchange for property. Certain holders of Debentures (including
insurance companies, tax-exempt organizations, financial institutions,
broker/dealers, foreign corporations and persons who are not citizens or
residents of the United States) may be subject to special rules not discussed
below. EACH PROSPECTIVE HOLDER SHOULD CONSULT SUCH PROSPECTIVE HOLDER'S OWN TAX
ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH PROSPECTIVE HOLDER OF
ACQUIRING, HOLDING AND DISPOSITION OF THE DEBENTURES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT OR
POSSIBLE CHANGES IN APPLICABLE TAX LAWS.
Stated Interest
In general, all interest payments on a Debenture that are payable at a
single fixed rate and are unconditionally payable in cash or in property (other
than debt instruments of the Company) at least annually ("qualified stated
interest") will be includible in the holder's gross income as ordinary interest
income in accordance with such holder's regular method of accounting for tax
purposes. For cash basis holders, such payments will be includible in income
when received (or when made available for receipt, if earlier). For accrual
basis holders, such payments will be includible in income when all events
necessary to establish the right to receive such payments have occurred.
Gain or Loss on Receipt of Debenture
Generally, a holder of a Debenture who receives the Debenture in exchange
for property will realize a taxable gain or loss equal to the difference between
the amount realized and such holder's tax basis in the property exchanged
therefor. Such gain or loss will be capital gain or loss or ordinary income or
loss, depending on the character of the property exchanged for the Debenture.
Unless the installment method of reporting gain is applicable (as discussed
below), such realized gain or loss will be recognized in the holder's tax year
in which the exchange occurs. If the installment method of reporting gain is not
applicable, the determination of the amount realized by a holder upon the
receipt of a Debenture may vary depending on the method of accounting used by
the particular holder. Further, if the property exchanged for a Debenture is
treated as a capital asset, and if the holder's holding period of such property
exceeds one year, such capital gain or loss will be long-term.
Installment Method of Reporting
If, for federal income tax purposes, the installment method of reporting
gain is available to a holder of a Debenture and such holder chooses to report
gain on the installment method, such holder will recognize the
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gain realized on the disposition of the property exchanged for the Debenture on
a ratable basis in the taxable years in which principal payments with respect to
the Debenture are received rather than recognizing all such gain in the taxable
year in which the holder disposes of such property. The installment method will
apply to a holder unless such holder properly elects out of the installment
method. Under the installment method of reporting gain, the income recognized by
the holder for any taxable year is that proportion of the principal payments
received by such holder in such taxable year which equals the proportion that
(i) the total gain to be realized by such Seller on the disposition of such
property bears to (ii) the issue price of the Debenture. The term "payment" does
not include the receipt of any evidence of indebtedness of the purchaser of the
property.
For the installment method of reporting gain to be available to a holder of
a Debenture, among other things (i) at least one payment must be received after
the close of the taxable year in which the exchange of the holder's property for
such Debenture occurred, (ii) the holder's property must not be property of a
kind which is required to be included in the inventory of such holder if on hand
at the closing of the taxable year and (iii) the Debenture must not be payable
on demand, be in a form to render it readily tradable in an established
securities market or in fact be so readily tradable. The Company believes that
the Debentures will not be readily tradable in an established securities market.
Taxable gain, which may include gain realized on the receipt of a Debenture
which is deferred under the installment method, will be recognized by the
original holder of the Debenture upon a disposition of the Debentures by such
holder, including a conversion of the Debenture into Common Stock.
Under certain circumstances, a holder of a Debenture who reports gain on
the installment method will be subject to the interest charge and pledging rules
of section 453A of the Internal Revenue Code of 1986, as amended (the "Code").
Section 453A of the Code generally imposes an interest charge on the
deferred tax liability with respect to any obligation which arises from the
disposition of any property (other than certain personal use and farm property
and certain timeshares and residential lots) under the installment method if the
sales price of such property exceeds $150,000 (an "applicable obligation") and
(i) such applicable obligation is outstanding at the close of the taxable year
in which such applicable obligation arose, and (ii) the face amount of all
applicable obligations held by the taxpayer which arose during, and are
outstanding as of the close of, such taxable year exceeds $5,000,000. For
purposes of determining whether the sales price of property exceeds $150,000,
all sales or exchanges which are part of the same transaction or series of
related transactions are aggregated and treated as one sale or exchange. In such
case, the holder's federal income tax will be increased for each taxable year
that such Debenture is outstanding at the close of such taxable year by an
amount of interest equal to (i) the underpayment rate in effect under section
6621(a)(2) of the Code for the month with or within which such taxable year
ends, multiplied by (ii) the product of (a) the amount of gain with respect to
such Debenture which has not been recognized as of the close of such taxable
year, multiplied by (b) the maximum rate of federal income tax in effect for
such holder under section 1 or 11 of the Code, whichever is appropriate, for
such taxable year multiplied by (iii) the percentage determined by dividing (x)
the portion of the aggregate face amount of all applicable obligations
outstanding as of the close of such taxable year in excess of $5,000,000 by (y)
the aggregate face amount of all such applicable obligations outstanding as of
the close of such taxable year.
In addition to imposing an interest charge in certain circumstances,
section 453A of the Code generally treats the net proceeds of any indebtedness
secured by an applicable obligation as a payment received on such installment
obligation as of the later of (i) the time such indebtedness became secured by
such applicable obligation, or (ii) the time the proceeds of such indebtedness
are received by the taxpayer. For this purpose, indebtedness is secured by an
applicable obligation to the extent payment of principal or interest on such
indebtedness is directly secured (under the terms of the indebtedness or any
underlying arrangements) by any interest in such applicable obligation. If any
indebtedness of a holder of a Debenture is secured in such manner by a Debenture
received by such holder of Debentures that is an applicable obligation, the net
proceeds of such indebtedness will, for purposes of the installment method of
reporting, be treated as a payment received on such Debentures as of the later
of (i) the time the indebtedness became secured indebtedness, or (ii) the time
the proceeds of such indebtedness are received by the holder.
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Original Issue Discount
A Debenture may be issued with original issue discount, as described below.
Holders of Debentures issued with original issue discount generally will be
subject to the special tax accounting rules for original issue discount provided
by the Code and certain Treasury Regulations.
General. A holder of a Debenture issued with original issue discount will
effectively recognize interest income in addition to the stated interest for
federal income tax purposes equal to the excess of the interest calculated at
the applicable federal rate over the actual interest paid or accrued on the
Debenture. Such recognition of interest income should be deemed to reduce the
principal payments under the Debentures with the effect of reducing the gain or
increasing the loss recognized by the holder on the receipt of the Debenture as
discussed above. A Debenture will not be treated as issued with original issue
discount if the issue price, as defined in section 1274(a) of the Code, equals
or exceeds the Debenture's "stated redemption price at maturity". The stated
redemption price at maturity of a Debenture issued for property will equal the
issue price if the Debenture has adequate stated interest as defined in section
1274(c)(2) of the Code. In general, interest at a rate equal to or in excess of
the applicable federal rate compounded semiannually will constitute adequate
stated interest. The applicable federal rate is adjusted monthly. Each Debenture
will need to be tested when it is issued to determine if it has adequate stated
interest.
A Debenture will be treated as having original issue discount (a "Discount
Debenture") if the excess of the Debenture's "stated redemption price at
maturity" over its issue price (defined in section 1274(a)) equals or exceeds
1/4 of 1 percent of such Debenture's stated redemption price at maturity
multiplied by the number of complete years to its maturity. "Stated redemption
price at maturity" is the total of all payments provided by the Debenture that
are not payments of "qualified stated interest." Generally, if a Debenture does
not have adequate stated interest, the issue price is an amount equal to the sum
of the present values (calculated using the applicable federal rate) of all
payments due under the Debenture.
A holder of a Discount Debenture will have to include original issue
discount in income before the receipt of cash attributable to such income. The
amount of original issue discount includible in income by a holder of a Discount
Debenture is determined pursuant to the provisions of section 1272 of the Code.
Under these rules, original issue discount accrues daily over the life of the
Discount Debenture in accordance with a constant-yield method that takes into
account the compounding of interest. Even cash-basis taxpayers must take
original issue discount into account as ordinary income as it accrues without
regard to when payments were made.
Reporting Period. The Company is required to report to the Internal Revenue
Service (the "Service") the amount of original issue discount accrued on
Discount Debentures held of record by United States persons other than
corporations and other exempt holders.
Conversion of Debentures into Common Stock
The conversion of a Debenture into Common Stock by a holder reporting gain
under the installment method will constitute a disposition of the Debenture and,
as a result, taxable gain equal to the difference between the fair market value
of the Common Stock received and such holder's tax basis in the Debenture will
be recognized pursuant to section 453B of the Code in the year of conversion.
The tax basis of a Debenture to a holder reporting gain using the installment
method will generally equal the excess of the face value of the Debenture over
an amount equal to the income which would be returnable were the Debenture
satisfied in full. The tax basis of the Common Stock received in such a taxable
conversion will equal its fair market value on the conversion date. Such Common
Stock's holding period will commence on the day after the conversion date.
A holder of a Debenture who elected out of installment sale treatment
should not recognize gain or loss on the conversion of a Debenture solely into
shares of Common Stock, except with respect to cash received either in lieu of a
fractional share or with respect to any accrued interest paid on the Debenture
and not previously included in income. The holding period of the shares of
Common Stock received upon conversion of the Debenture will include the period
during which the Debenture was held (provided the Debenture was a
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capital asset in the hands of the holder prior to the conversion). The holder's
aggregate tax basis in the shares of Common Stock received upon conversion of
the Debenture will be equal to the holder's aggregate tax basis in the Debenture
exchanged therefor (less a portion thereof allocable to any fractional share). A
holder of a Debenture will recognize taxable gain or loss on cash received in
lieu of a fractional share of Common Stock in an amount equal to the difference
between the amount of cash received and the holder's basis in such fractional
share. Such gain or loss should be a capital gain or loss if the fractional
share is a capital asset in the hands of the holder.
Certain adjustments in the conversion price of the Debentures may result in
constructive distributions to holders of Debentures that could be taxable to
them as dividends pursuant to section 305 of the Code. In addition, the failure
to adjust fully the conversion price of the Debentures to reflect distributions
of stock dividends with respect to the Common Stock (or rights to acquire Common
Stock) may result in a taxable dividend to the holders of the Common Stock.
Disposition of Debentures or Common Stock
In general, the holder of a Debenture (or shares of Common Stock into which
it was converted) will recognize gain or loss upon the sale, redemption,
retirement or other disposition of the Debenture or Common Stock measured by the
difference between the amount of cash and the fair market value of property
received (except to the extent attributable to the payment of accrued interest
which was not previously included in income) and the holder's tax basis in the
Debenture or Common Stock. In this regard, a holder who is not reporting gain
under the installment method will have a tax basis in a Debenture which will
generally equal the amount realized by the holder upon receipt of the Debenture.
The tax basis of a Debenture to a holder reporting gain using the installment
method will generally equal the excess of the face value of the Debenture over
an amount equal to the income which would be returnable were the Debenture
satisfied in full. The tax basis of Common Stock is discussed above. The gain on
the sale or redemption of the Debentures or Common Stock should be long-term
capital gain provided the Debentures or Common Stock were capital assets in the
hands of the holder and had been held for more than the then applicable holding
period (currently one year).
Backup Withholding
Under the backup withholding rules, a holder of a Debenture may be subject
to backup withholding at the rate of 31 percent on interest paid on the
Debenture or on any other cash payment with respect to the sale or redemption of
the Debenture, unless (i) such holder is a corporation or comes within certain
other exempt categories and when required demonstrates this fact, or (ii) such
holder provides a correct taxpayer identification number, certifies as to no
loss of exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules in the Treasury Regulations.
Prospective purchasers of Debentures will be required to complete a Form W-9 in
order to provide the required information to the Company. A holder of a
Debenture who does not provide the Company with the holder's correct taxpayer
identification number may be subject to penalties imposed by the Service.
The Company will report to the holders of the Debentures and the Service
the amount of any "reportable payments" for each calendar year and the amount of
tax withheld, if any, with respect to payments on the Debentures.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH PROSPECTIVE
HOLDER OF DEBENTURES SHOULD CONSULT SUCH PROSPECTIVE HOLDER'S OWN TAX ADVISOR
WITH RESPECT TO THE TAX CONSEQUENCES TO SUCH PROSPECTIVE HOLDER, INCLUDING THE
TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS, OF THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF THE DEBENTURES.
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DESCRIPTION OF GUARANTEES
The Registration Statement filed by the Company under the Securities Act of
1933 in connection with this offering covers the Guarantees which have been or
may be issued by the Company in connection with the acquisition of other
businesses or properties. Subsidiary notes will be guaranteed by the Company
(under this caption referred to as "Guarantor") as described below. The
Guarantees are to be issued under an Indenture dated as of May 1, 1970, as
amended (the "Guarantee Indenture"), between the Guarantor and Texas Commerce
Bank National Association (the "Trustee"). The Guarantee Indenture covers
Guarantees of an unlimited aggregate principal amount of subsidiary notes.
Certain statements under this caption are summaries of, and subject to, detailed
provisions of the Guarantee Indenture, a copy of which is filed as an exhibit to
the Registration Statement covering the securities offered by this Prospectus.
General. The terms of the subsidiary notes, including amounts, maturity and
interest rates, will be separately negotiated in connection with each
acquisition. The Guarantor may guarantee the payment of the principal of (and
premium, if any) and interest on the subsidiary notes when and as the same shall
become due and payable, whether by declaration or otherwise. The Guarantees will
be unsecured senior obligations of the Company. The Guarantee Indenture will not
limit the amount of Guarantees, Debentures, notes or other types of
indebtedness, including secured indebtedness, that may be issued by the Company
or any of its Subsidiaries nor will it restrict transactions between the Company
and its affiliates, the payment of dividends by the Company or the transfer of
assets by the Company to its Subsidiaries. The Company currently conducts
substantially all its operations through Subsidiaries. Consequently, the rights
of the Company to receive assets of any Subsidiary (and thus the ability of the
holders of Guarantees to benefit indirectly from such assets) are subject to the
prior claims of creditors of that Subsidiary. The Guarantee Indenture and the
Guarantees will not contain any covenants or other provisions that are intended
to afford holders of the Guarantees special protection in the event of a highly
leveraged transaction by the Company. As of December 31, 1995, the Company and
its subsidiaries had outstanding approximately $1,733 million of secured debt or
senior unsecured indebtedness and approximately $121 million of unsecured and
subordinated debt. Such amounts included approximately $597 million of
indebtedness of the Company's subsidiaries.
Events of Default. The Guarantee Indenture provides that failure by the
Guarantor to make payments on any Guarantee that becomes payable and continues
thereafter for a period of 30 days shall constitute an "Event of Default" under
the Guarantee Indenture.
In case any Event of Default shall have occurred and be continuing, the
Trustee, in its own name and as Trustee of an express trust, may institute suit
to recover on Guarantees which are due and payable and recover judgment against
the Guarantor or any other obligor on the Guarantee. The Trustee is also
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of such Guaranteeholders
allowed in any judicial proceedings relative to the Guarantor, or other obligor
on the Guarantees, its creditors or its property.
The Guarantee Indenture provides that the right of any Guaranteeholder to
receive, and to institute suit to enforce, payment on any Guarantee when and if
such Guarantee becomes payable, shall not be impaired without the consent of
such holder.
Modification of the Guarantee Indenture. The Guarantee Indenture contains
provisions permitting the Guarantor and the Trustee to enter into an indenture
or indentures supplemental thereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of execution thereof),
provided, however, that no such supplemental indenture shall affect the right of
any Guaranteeholder, without the consent of such Guaranteeholder, (i) to receive
payment on a Guarantee when it becomes due and payable or (ii) to institute suit
for enforcement of any such payment. Upon execution of any supplemental
indenture, the Guarantee Indenture shall be and be deemed to be modified and
amended in accordance therewith.
The Guarantee Indenture includes a covenant that the Guarantor will file a
statement annually with the Trustee regarding compliance by the Guarantor with
the terms of the Guarantee Indenture and specifying any default of which the
signers may have knowledge.
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Satisfaction and Discharge of Guarantee Indenture. The Guarantee Indenture
will be discharged upon expiration or cancellation of all the Guarantees or upon
deposit with the Trustee of funds sufficient to effect such expiration or
cancellation.
Certificates and Opinions to be Furnished to Trustee. The Guarantee
Indenture provides, in addition to such other certificates or opinions as may be
specifically required by the other provisions of the Guarantee Indenture, that
any application by the Guarantor for action by the Trustee shall be accompanied
by the certificate of officers of the Guarantor and an opinion of counsel (who
may be counsel for the Company) stating that, in the opinion of the signers, all
conditions precedent to such action have been complied with.
Concerning the Trustee. See "Description of Debentures -- Concerning the
Trustee."
LEGAL MATTERS
The validity of the issuance of the Debentures and the Guarantees and the
legality of the issuance of the Common Stock offered hereby will be passed upon
for the Company by Fulbright & Jaworski L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of Service Corporation International
at December 31, 1994 and 1993, and for the years then ended appearing in Service
Corporation International's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and for the year ended December 31, 1992, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their respective
reports thereon incorporated by reference herein in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
The consolidated financial statements of Omnium de Gestion et de
Financement S.A. for the years ended December 31, 1994 and 1993, have been
incorporated herein in reliance upon the reports of Barbier Frinault & Associes,
Membre d' Arthur Andersen & Co., SC and PGA, independent accountants, included
in the Form 8-K dated September 5, 1995 of Service Corporation International,
incorporated by reference herein upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of Gibraltar Mausoleum Corporation
and subsidiaries for the year ended September 30, 1994, included in the Form 8-K
dated September 5, 1995 of Service Corporation International and incorporated
herein by reference have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference herein
in reliance upon the report of Ernst & Young LLP given upon the authority of
such firm as experts in accounting and auditing.
15
<PAGE> 18
===============================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY ANY SELLING STOCKHOLDER OR UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
---------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Outstanding Securities Covered by This
Prospectus............................ 2
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 4
The Company............................. 5
Use of Proceeds......................... 5
Selected Financial Data................. 6
Ratio of Earnings to Fixed Charges...... 7
Description of Debentures............... 7
Certain Federal Income Tax Consequences
With Respect to Debentures............ 11
Description of Guarantees............... 15
Legal Matters........................... 16
Experts................................. 16
</TABLE>
===============================================================================
===============================================================================
SERVICE CORPORATION
INTERNATIONAL
COMMON STOCK
($1 PAR VALUE)
GUARANTEES OF PROMISSORY NOTES
CONVERTIBLE DEBENTURES
-------------
PROSPECTUS
-------------
DATED: MARCH , 1996
===============================================================================
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
a party by reason of his position. A director or officer may be indemnified only
if it is determined that the person (a) conducted himself in good faith; (b)
reasonably believed (i) in the case of conduct in his official capacity, that
his conduct was in the corporation's best interests; and (ii) in all other
cases, that his conduct was at least not opposed to the corporation's best
interests; and (c) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. If a director or officer is wholly
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
The Company's Restated Articles of Incorporation contain provisions
eliminating or limiting liabilities of directors for breaches of their duty of
care. The Company's Bylaws provide for indemnification of officers and directors
of the Company and persons serving at the request of the Company in such
capacities for other business organizations against certain losses, costs,
liabilities and expenses incurred by reason of their positions with the Company
or such other business organizations. The Company also has policies insuring its
officers and directors against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefor, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by a final adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a. Exhibits. The following is a list of Exhibits being filed with this
Registration Statement which are, to the extent indicated by reference to
previous filings with the Securities and Exchange Commission, incorporated
herein:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
3.1 -- Restated Articles of Incorporation of SCI, as amended. (Incorporated
by reference to Exhibit 3.1 to Registration Statement No. 2-50721 on
Form S-1)
3.2 -- Articles of Amendment to Restated Articles of Incorporation of SCI.
(Incorporated by reference to Exhibit (4)(i)1 to Form 10-Q for the
fiscal quarter ended July 31, 1982)
3.3 -- Articles of Amendment to Restated Articles of Incorporation of SCI.
(Incorporated by reference to Exhibit 3.1 to SCI's Form 10-Q for the
fiscal quarter ended July 31, 1983)
3.4 -- Articles of Amendment to Restated Articles of Incorporation of SCI.
(Incorporated by reference to Exhibit 4.7 to SCI's Registration
Statement No. 33-8727 on Form S-3)
</TABLE>
II-1
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
3.5 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 4.1 to SCI's Registration
Statement No. 33-16678 on Form S-4)
3.6 -- Statement of Resolution Establishing Series of Shares of Series C
Junior Participating Preferred Stock, dated August 5, 1988.
(Incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal
quarter ended July 31, 1988)
3.7 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 3.8 to Registration Statement
No. 33-47097 on Form S-4)
3.8 -- Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 for
Form 10-K for the fiscal year ended December 31, 1991)
4.1 -- Rights Agreement, dated as of July 18, 1988, between SCI and Texas
Commerce Bank National Association ("TCB"). (Incorporated by
reference to Exhibit 1 to Form 8-K dated July 18, 1988)
4.2 -- Amendment, dated as of May 10, 1990 to the Rights Agreement, dated as
of July 18, 1988, between SCI and TCB. (Incorporated by reference to
Exhibit 1 to Form 8-K dated May 10, 1990)
4.3 -- Agreement appointing a Successor Rights Agent under Rights Agreement,
dated June 1, 1990, by SCI and Ameritrust Company National
Association. (Incorporated by reference to Exhibit 4.1 to Form 10-Q
for the fiscal quarter ended June 30, 1990)
4.4 -- Form of Indenture dated May 1, 1970 between SCI and First City
National Bank of Houston, as Trustee. (Incorporated by reference to
Exhibit No. 4.4 to SCI's Registration Statement No. 2-36595 on Form
S-1)
4.5 -- Form of Supplemental Indenture dated June 15, 1992 between SCI and
TCB, as Successor Trustee. (Incorporated by reference to Exhibit 4.5
to Registration Statement No. 33-47097 on Form S-4)
*4.6 -- Second Supplemental Indenture dated January 19, 1996, between SCI and
TCB, as Trustee.
4.7 -- Form of Debenture Indenture dated June 15, 1992 between SCI and TCB,
as Trustee. (Incorporated by reference to Exhibit No. 4.6 to
Registration Statement No. 33-47097 on Form S-4)
*4.8 -- Undertaking to furnish instruments related to long-term debt.
*5.1 -- Opinion and Consent of Fulbright & Jaworski L.L.P. as to validity or
legality of securities.
12.1 -- Computation of Ratio of Earnings to Fixed Charges (Incorporated by
reference to Exhibit 12.1 to Form 10-Q for the fiscal quarter ended
June 30, 1995 and to Exhibit 12.2 to Form 10-Q for the fiscal quarter
ended March 31, 1995).
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (Included in the opinion of
such firm filed as Exhibit 5.1)
*23.2 -- Consent of Independent Accountants (Coopers & Lybrand L.L.P.).
*23.3 -- Consent of Independent Auditors (Ernst & Young LLP).
*23.4 -- Consent of Independent Accountants (Barbier Frinault & Associes,
Membre d'Arthur Andersen & Co., SC and PGA).
*23.5 -- Consent of Independent Auditors (Ernst & Young LLP).
</TABLE>
II-2
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
24 -- Powers of Attorney. (Incorporated by reference to Exhibit 24 to
Registration Statement No. 33-60683 on Form S-3)
*26.1 -- Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1
with respect to SCI guarantees of promissory notes of subsidiaries
pursuant to the Indenture dated May 1, 1970, as amended, between SCI
and TCB, as successor Trustee.
*26.2 -- Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1
with respect to Convertible Debentures of SCI pursuant to the
Indenture dated June 15, 1992 between SCI and TCB, as Trustee.
</TABLE>
- ---------------
* Filed herewith.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
II-3
<PAGE> 22
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(8) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement or Amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Houston, State of Texas, on this 20th day of March, 1996.
SERVICE CORPORATION INTERNATIONAL
(Registrant)
By /s/ JAMES M. SHELGER
-------------------------------------
James M. Shelger
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- --------------------------- -----------------
<S> <C> <C>
/s/ R. L. WALTRIP* Chairman of the Board and )
- ----------------------------------------------- Chief Executive Officer )
R. L. Waltrip )
)
/s/ GEORGE R. CHAMPAGNE* Senior Vice President and )
- ----------------------------------------------- Chief Financial Officer )
George R. Champagne (Principal Financial ) March 20, 1996
Officer) )
)
)
/s/ WESLEY T. MCRAE* Managing Director -- )
- ----------------------------------------------- Financial Reporting of )
Wesley T. McRae SCI Management )
Corporation, a subsidiary )
of the Registrant )
(Principal Accounting )
Officer) )
/s/ ANTHONY L. COELHO* )
- ----------------------------------------------- )
Anthony L. Coelho )
)
/s/ DOUGLAS M. CONWAY* )
- ----------------------------------------------- )
Douglas M. Conway )
)
/s/ JACK FINKELSTEIN* )
- ----------------------------------------------- )
Jack Finkelstein )
)
/s/ A. J. FOYT, JR.* )
- ----------------------------------------------- ) Directors March 20, 1996
A. J. Foyt, Jr. )
)
/s/ JAMES J. GAVIN, JR.* )
- ----------------------------------------------- )
James J. Gavin, Jr.* )
)
/s/ JAMES H. GREER* )
- ----------------------------------------------- )
James H. Greer )
)
/s/ L. WILLIAM HEILIGBRODT* )
- ----------------------------------------------- )
L. William Heiligbrodt )
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- --------------------------- -----------------
<C> <S> <C>
/s/ B. D. HUNTER*
- -----------------------------------------------)
B. D. Hunter )
)
/s/ JOHN W. MECOM, JR.* )
- -----------------------------------------------)
John W. Mecom, Jr. )
)
/s/ CLIFTON H. MORRIS, JR.* ) Director March 20, 1996
- -----------------------------------------------)
Clifton H. Morris, Jr. )
)
/s/ E. H. THORNTON, JR.* )
- -----------------------------------------------)
E. H. Thornton, Jr. )
)
/s/ W. BLAIR WALTRIP* )
- -----------------------------------------------)
W. Blair Waltrip )
)
/s/ EDWARD E. WILLIAMS* )
- -----------------------------------------------)
Edward E. Williams
*By: /s/ JAMES M. SHELGER
- -----------------------------------------------
James M. Shelger
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
3.1 -- Restated Articles of Incorporation of SCI, as amended. (Incorporated
by reference to Exhibit 3.1 to Registration Statement No. 2-50721 on
Form S-1)
3.2 -- Articles of Amendment to Restated Articles of Incorporation of SCI.
(Incorporated by reference to Exhibit (4)(i)1 to Form 10-Q for the
fiscal quarter ended July 31, 1982)
3.3 -- Articles of Amendment to Restated Articles of Incorporation of SCI.
(Incorporated by reference to Exhibit 3.1 to SCI's Form 10-Q for the
fiscal quarter ended July 31, 1983)
3.4 -- Articles of Amendment to Restated Articles of Incorporation of SCI.
(Incorporated by reference to Exhibit 4.7 to SCI's Registration
Statement No. 33-8727 on Form S-3)
3.5 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 4.1 to SCI's Registration
Statement No. 33-16678 on Form S-4)
3.6 -- Statement of Resolution Establishing Series of Shares of Series C
Junior Participating Preferred Stock, dated August 5, 1988.
(Incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal
quarter ended July 31, 1988)
3.7 -- Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 3.8 to Registration Statement
No. 33-47097 on Form S-4)
3.8 -- Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 for
Form 10-K for the fiscal year ended December 31, 1991)
4.1 -- Rights Agreement, dated as of July 18, 1988, between SCI and Texas
Commerce Bank National Association ("TCB"). (Incorporated by
reference to Exhibit 1 to Form 8-K dated July 18, 1988)
4.2 -- Amendment, dated as of May 10, 1990 to the Rights Agreement, dated as
of July 18, 1988, between SCI and TCB. (Incorporated by reference to
Exhibit 1 to Form 8-K dated May 10, 1990)
4.3 -- Agreement appointing a Successor Rights Agent under Rights Agreement,
dated June 1, 1990, by SCI and Ameritrust Company National
Association. (Incorporated by reference to Exhibit 4.1 to Form 10-Q
for the fiscal quarter ended June 30, 1990)
4.4 -- Indenture dated May 1, 1970 between SCI and First City National Bank
of Houston, as Trustee. (Incorporated by reference to Exhibit No. 4.4
to SCI's Registration Statement No. 2-36595 on Form S-1)
4.5 -- Supplemental Indenture dated June 15, 1992 between SCI and TCB, as
Successor Trustee. (Incorporated by reference to Exhibit 4.5 to
Registration Statement No. 33-47097 on Form S-4)
*4.6 -- Second Supplemental Indenture dated January 19, 1996, between SCI and
TCB, Successor Trustee.
4.7 -- Debenture Indenture dated June 15, 1992 between SCI and TCB, as
Trustee. (Incorporated by reference to Exhibit No. 4.6 to
Registration Statement No. 33-47097 on Form S-4)
*4.8 -- Undertaking to furnish instruments related to long-term debt.
*5.1 -- Opinion and Consent of Fulbright & Jaworski L.L.P. as to validity or
legality of securities.
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
12.1 -- Computation of Ratio of Earnings to Fixed Charges (Incorporated by
reference to Exhibit 12.1 to Form 10-Q for the fiscal quarter ended
September 30, 1995, Exhibit 12.1 to Form 10-Q for the fiscal quarter
ended June 30, 1995 and to Exhibit 12.2 to Form 10-Q for the fiscal
quarter ended March 31, 1995).
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (Included in the opinion of
such firm filed as Exhibit 5.1)
*23.2 -- Consent of Independent Accountants (Coopers & Lybrand L.L.P.).
*23.3 -- Consent of Independent Auditors (Ernst & Young LLP).
*23.4 -- Consent of Independent Accountants (Barbier Frinault & Associes,
Membre d'Arthur Andersen & Co., SC and PGA).
*23.5 -- Consent of Independent Auditors (Ernst & Young LLP).
24 -- Powers of Attorney. (Incorporated by reference to Exhibit 24 to
Registration Statement No. 33-60683 on Form S-3)
*26.1 -- Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1
with respect to SCI guarantees of promissory notes of subsidiaries
pursuant to the Indenture dated May 1, 1970, as amended, between SCI
and TCB, as successor Trustee.
*26.2 -- Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1
with respect to Convertible Debentures of SCI pursuant to the
Indenture dated June 15, 1992 between SCI and TCB, as Trustee.
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 4.6
SECOND SUPPLEMENTAL INDENTURE
Dated as of January 19, 1996
between
SERVICE CORPORATION INTERNATIONAL
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee
to
INDENTURE
Dated as of May 1, 1970
between
SERVICE CORPORATION INTERNATIONAL
and
FIRST CITY NATIONAL BANK OF HOUSTON,
as Trustee
Guarantees of Promissory Notes of Subsidiaries
of Service Corporation International
<PAGE> 2
SECOND SUPPLEMENTAL INDENTURE, dated as of January 19, 1996, by and
between SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Company"),
and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States of America, as
Trustee (the "Trustee");
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered to First
City National Bank of Houston (the "Predecessor Trustee") that certain
Indenture dated as of May 1, 1970, by and between the Company and the
Predecessor Trustee (said Indenture, as supplemented by the First Supplemental
Indenture referenced hereinbelow, is referred to herein as the "Indenture");
WHEREAS, the Company has heretofore executed and delivered to Trustee
that certain First Supplemental Indenture dated as of June 15, 1992, by and
between the Company and the Trustee; and
WHEREAS, the Company is desirous of amending Section 2.01 of the
Indenture;
NOW, THEREFORE, in order to comply with the provisions of the
Indenture and for and in consideration of the premises and the covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Trustee agree as follows:
ARTICLE I
1.01 The first sentence of Section 2.01 of the Indenture is hereby
amended to read in its entirety as follows:
Upon the execution and delivery of this Indenture,
Guarantees of notes of Subsidiaries covering an unlimited
amount of indebtedness may be executed by the Guarantor, and
may be issued from time to time as determined by the Board of
Directors of the Guarantor or by officers of the Guarantor who
are authorized by the Board of Directors of the Guarantor to
make determinations to issue Guarantees.
1.02 Unless otherwise defined herein, all terms used in this Second
Supplemental Indenture that are defined in the Indenture shall have the same
meanings as used therein.
ARTICLE II
Miscellaneous
2.01 Except as expressly supplemented by this Second Supplemental
Indenture, the Indenture is in all respects ratified and confirmed and all of
the rights, remedies, terms,
<PAGE> 3
conditions, covenants and agreements of the Indenture and the Guarantees issued
thereunder shall remain in full force and effect.
2.02 This Second Supplemental Indenture is executed as and shall
constitute an indenture supplemental to the Indenture and shall be construed in
connection with and as part of the Indenture. This Second Supplemental
Indenture shall be governed by and construed in accordance with the laws of the
jurisdiction which governs the Indenture and it construction.
2.03 This Second Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original for all
purposes; but such counterparts shall together be deemed to constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the day and year first written above.
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
---------------------------------
James M. Shelger
Senior Vice President
General Counsel and Secretary
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Wayne Mentz
---------------------------------
Name: Wayne Mentz
Title: Assistant Vice President &
Trust Officer
-2-
<PAGE> 1
EXHIBIT 4.8
AGREEMENT TO FURNISH INSTRUMENTS
WITH RESPECT TO LONG-TERM DEBT
Pursuant to Item 601(b)(4) of Regulation S-K, there is not
filed with this Registration Statement certain instruments with respect to
long-term debt under which the total amount of securities authorized thereunder
does not exceed 10 per cent of the total assets of Registrant and its
subsidiaries on a consolidated basis. Registrant agrees to furnish a copy of
any such instrument to the Commission upon request.
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
---------------------------------
James M. Shelger
Senior Vice President
Date: March 19, 1996
<PAGE> 1
FULBRIGHT & JAWORSKI
L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP HOUSTON
1301 McKINNEY, SUITE 5100 WASHINGTON, D.C.
HOUSTON, TEXAS 77010-3095 AUSTIN
SAN ANTONIO
DALLAS
TELEPHONE: 713/651-5151 NEW YORK
TELEX: 76-2829 LOS ANGELES
FACSIMILE: 713/651-5246 LONDON
HONG KONG
Exhibit 5.1
March 20, 1996
Service Corporation International
1929 Allen Parkway
P. O. Box 130548
Houston, Texas 77219-0548
Gentlemen:
We have acted as Texas counsel for Service Corporation International,
a Texas corporation (the "Company"), with respect to certain legal matters in
connection with the proposed registration by the Company under the Securities
Act of 1933, as amended (the "Act"), of the offer and sale of (i) up to
10,000,000 shares of common stock, $1 par value (the "Common Stock"), of the
Company and (ii) up to an aggregate unallocated principal amount of
$250,000,000 of Guarantees by the Company (the "Guarantees") of Promissory
Notes that may be issued by subsidiaries of the Company and Convertible
Debentures of the Company (the "Debentures") to be offered upon the terms and
subject to the conditions set forth in the Registration Statement on Form S-4
(the "Registration Statement") relating thereto to be filed with the Securities
and Exchange Commission (the "Commission") on March 21, 1996. Such shares of
Common Stock, the Guarantees and the Debentures may be issued from time to time
in connection with acquisitions by the Company. Of such shares of Common Stock
and such Guarantees and Debentures, 7,452,858 shares of Common Stock and
$29,328,177 unallocated principal amount of Guarantees and Debentures have been
previously registered under the Act and are also covered by the Prospectus
included in the Registration Statement (the "Prospectus") pursuant to Rule 429
of the General Rules and Regulations under the Act.
In connection with the foregoing, we have examined the Indenture
relating to the Debentures (the "Indenture"), the Indenture relating to the
Guarantees, as amended (the "Guarantee Indenture"), the Restated Certificate of
Incorporation, as amended, of the Company, the Bylaws of the Company and the
corporate proceedings with respect to the offering of the Common Stock, the
Guarantees and the Debentures.
Based on the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion that, when:
<PAGE> 2
Service Corporation International
March 20, 1996
Page 2
(a) the Registration Statement shall have become
effective under the Act,
(b) the Indenture has been duly executed and delivered,
(c) the shares of Common Stock included in the
Registration Statement that may be issued from time to time in
acquisitions shall have been duly authorized for issuance and duly
issued and paid for in the manner set forth in the Prospectus,
(d) the Guarantees shall have been duly authorized,
executed, authenticated and delivered and the consideration therefor
received, in accordance with the terms of the Guarantee Indenture and
in the manner set forth in the Prospectus,
(e) the terms of the Debentures and their issuance and
sale have been duly established in conformity with the Indenture,
(f) the Debentures have been duly executed, authenticated
and delivered and the consideration therefor received, in accordance
with the terms of the Indenture and in the manner set forth in the
Prospectus;
such shares of Common Stock will be duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock of the Company, and the Guarantees and
the Debentures will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, reorganization, moratorium, and
similar laws of general applicability relating to or effecting creditors'
rights and to general principles of equity.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-4 of our report, which includes an explanatory paragraph pertaining to
accounting changes, dated March 10, 1995 on our audits of the consolidated
financial statements and financial statement schedule of Service Corporation
International as of December 31, 1994 and 1993, and for the years then ended,
which report is included in the Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Houston, Texas
March 19, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of Service Corporation
International for the registration of $220,671,823 in guarantees of promissory
notes and 2,547,142 shares of its common stock and to the incorporation by
reference therein of our report dated February 8, 1993, with respect to the
consolidated financial statements and schedule of Service Corporation
International included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
March 18, 1996
<PAGE> 1
EXHIBIT 23.4
<TABLE>
<S> <C>
BARBIER FRINAULT & ASSOCIES PGA
Membre d'Arthur Andersen & Co., SC Tour Franklin
Tour Gan -- Cedex 13 101 Terrasse Boieldieu - Cedex 11
92082 Paris -- La Defense 2 92082 Paris -- La Defense 8
</TABLE>
As independent accountants, we hereby consent to the incorporation by
reference in the registration statement of Service Corporation International, on
Form S-4 to be filed March 21, 1996, of our report dated April 6, 1995 on our
audits of the consolidated financial statement of Omnium de Gestion et de
Financement S.A. as of December 31, 1994 and 1993, and for the two years then
ended, which report is included in Form 8-K dated September 5, 1995.
We also consent to the reference to our firms under the caption "Experts".
Paris -- La Defense, France,
March 19, 1996
<TABLE>
<S> <C>
CHRISTIAN CHOCHON BRUNO BIZET
------------------------------------------ ------------------------
BARBIER FRINAULT & ASSOCIES PGA
Christian Chochon Bruno Bizet
</TABLE>
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
on Form S-4 and related Prospectus of Service Corporation International to be
filed March 20, 1996 for the registration of guarantees of promissory notes,
convertible debentures and common stock of our report dated December 22, 1994,
with respect to the consolidated financial statements of Gibraltar Mausoleum
Corporation and subsidiaries for the year ended September 30, 1994, included in
the Form 8-K filed by Service Corporation International September 5, 1995 with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
March 19, 1996
Indianapolis, Indiana
<PAGE> 1
EXHIBIT 26.1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)______
_______________
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer
Identification No.)
712 MAIN STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
___________________
SERVICE CORPORATION INTERNATIONAL
(Exact name of obligor as specified in its charter)
TEXAS 74-1488375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1929 ALLEN PARKWAY, P.O. BOX 130548
HOUSTON, TEXAS 77219-0548
(Address of principal executive offices) (Zip Code)
GUARANTEES OF PROMISSORY NOTES
(Title of the indenture securities)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
(See Note on Page 5.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
<TABLE>
<CAPTION>
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
<S> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION
310(B)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY
SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH
OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
<PAGE> 3
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF
THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ---------------------- -------------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ---------------------- -------------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER THE AMOUNT OWNED
SECURITIES BENEFICIALLY OR HELD PERCENT OFCLASS
ARE VOTING AS COLLATERAL SECURITY REPRESENTED BY
OR NONVOTING FOR OBLIGATIONS AMOUNT GIVEN
TITLE OF CLASS SECURITIES IN DEFAULT IN COL. C
-------------- -------------------- ----------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
<PAGE> 4
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
------------------------- ----------- --------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- ---------------------------------- ----------- ----------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- ---------------------------------- ----------- ---------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
<PAGE> 5
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED
TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
<S> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT
TO THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 5.)
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN
ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE
HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE
OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series.
(See Note on Page 5.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE
IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
<PAGE> 6
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.
o1 -- A copy of the articles of association of the trustee as
now in effect.
#2 -- A copy of the certificate of authority of the trustee to
commence business.
*3 -- A copy of the authorization of the trustee to exercise
corporate trust powers.
[ ]4 -- A copy of the existing by-laws of the trustee.
5 -- Not applicable.
*6 -- The consent of the trustee required by Section 321(b) of
the Act.
( )7 -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8 -- Not applicable.
9 -- Not applicable.
_______________________
o Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-3 File No.
33-56195.
# Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-42814.
* Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-11 File No.
33-25132.
[ ] Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-3 File No.
33-65055.
( ) Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-3 File No.
333-01564.
_______________________________
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by
the trustee of all facts on which to base responsive answers to Items 2 and 13,
the answers to said Items are based on incomplete information. Such Items may,
however, be considered as correct unless amended by an amendment to this Form
T-1.
<PAGE> 7
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF
1939 THE TRUSTEE, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF
HOUSTON AND STATE OF TEXAS, ON THE 19TH DAY OF MARCH, 1996.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Wayne Mentz
------------------------
Wayne Mentz
Assistant Vice President
<PAGE> 1
EXHIBIT 26.2
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)______
_______________
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer
Identification No.)
712 MAIN STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
___________________
SERVICE CORPORATION INTERNATIONAL
(Exact name of obligor as specified in its charter)
TEXAS 74-1488375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1929 ALLEN PARKWAY, P.O. BOX 130548
HOUSTON, TEXAS 77219-0548
(Address of principal executive offices) (Zip Code)
CONVERTIBLE DEBENTURES
(Title of the indenture securities)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
(See Note on Page 5.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
<TABLE>
<CAPTION>
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
<S> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION
310(B)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY
SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH
OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
<PAGE> 3
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF
THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ---------------------- -------------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ---------------------- -------------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER THE AMOUNT OWNED
SECURITIES BENEFICIALLY OR HELD PERCENT OFCLASS
ARE VOTING AS COLLATERAL SECURITY REPRESENTED BY
OR NONVOTING FOR OBLIGATIONS AMOUNT GIVEN
TITLE OF CLASS SECURITIES IN DEFAULT IN COL. C
-------------- -------------------- ----------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
<PAGE> 4
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
------------------------- ----------- --------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- ---------------------------------- ----------- ----------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- ---------------------------------- ----------- ---------------------------- -----------------------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
<PAGE> 5
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED
TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
<S> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
</TABLE>
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT
TO THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 5.)
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN
ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE
HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE
OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series.
(See Note on Page 5.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE
IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
<PAGE> 6
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.
o1 -- A copy of the articles of association of the trustee as
now in effect.
#2 -- A copy of the certificate of authority of the trustee to
commence business.
*3 -- A copy of the authorization of the trustee to exercise
corporate trust powers.
[ ]4 -- A copy of the existing by-laws of the trustee.
5 -- Not applicable.
*6 -- The consent of the trustee required by Section 321(b) of
the Act.
( )7 -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8 -- Not applicable.
9 -- Not applicable.
_______________________
o Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-3 File No.
33-56195.
# Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-42814.
* Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-11 File No.
33-25132.
[ ] Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-3 File No.
33-65055.
( ) Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-3 File No.
333-01564.
_______________________________
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by
the trustee of all facts on which to base responsive answers to Items 2 and 13,
the answers to said Items are based on incomplete information. Such Items may,
however, be considered as correct unless amended by an amendment to this Form
T-1.
<PAGE> 7
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF
1939 THE TRUSTEE, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF
HOUSTON AND STATE OF TEXAS, ON THE 19TH DAY OF MARCH, 1996.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Wayne Mentz
------------------------
Wayne Mentz
Assistant Vice President
