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As filed with the Securities and Exchange Commission on January 12, 1996
REGISTRATION NO.33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
TEXAS 74-1488375
(State or other jurisdiction of (I.R.S Employer Identification
incorporation or organization) No.)
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of Principal Executive Offices)
SERVICE CORPORATION INTERNATIONAL
1993 LONG-TERM INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
JAMES M. SHELGER
SENIOR VICE PRESIDENT
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Name and address of agent for service)
(713) 522-5141
(Telephone number, including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT (2) PRICE (2) REGISTRATION FEE
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Common Stock,
$1.00 par value 3,525,000 shares (1) $ 25.75 $ 90,768,750 $ 31,300
650,000 shares (1) $ 33.6875 21,896,875 7,551
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$112,665,625 $ 38,851
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(1) There are also registered hereunder (i) the preferred share purchase
rights associated with the shares of Common Stock being registered
("Rights"), and (ii) the resale of any such shares and Rights by
persons who may be deemed affiliates of the Company pursuant to the
provisions of Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
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) The description of the Common Stock set forth under the
caption "Description of Securities to be Registered--Capital Stock" in the Form
8 Amendment No. 3, dated September 15, 1982, to the Company's Registrant
Statement on Form 8-A; and
(xii) The 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 Registrant pursuant to Sections 13(a), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Common Stock is incorporated by reference
pursuant to paragraphs (xi) and (xii) of Item 3 above. The Company's authorized
capital consists of 200,000,000 shares of Common Stock and 1,000,000 shares of
preferred stock, $1.00 par value. As of November 30, 1995, there were
116,335,953 shares of Common Stock outstanding and no shares of preferred stock
outstanding. The transfer agent and registrar for the Common Stock is Society
National Bank.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Registrant by James M. Shelger, Senior Vice
President, General Counsel and Secretary of the Company. Mr. Shelger currently
holds 29,996 shares of Common Stock free and clear of any restrictions (except
with respect to resale restrictions under Rule 144), holds 8,493 shares of
Common Stock that are subject to forfeiture under the Amended 1987 Stock Plan,
as amended, and holds options to acquire 87,150 shares of Common Stock.
ITEM 6. 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 or is threatened to be made a named defendant by
reason of his position as director or officer, provided that he conducted
himself in good faith and reasonably believed that, in the case of conduct in
his official capacity as director or officer, such conduct was in the
corporation's best interests, or, in all other cases, that such conduct was not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he 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.
Under the registrant's Restated Articles of Incorporation, as amended
(the "Articles of Incorporation"), no director of the registrant will be liable
to the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from action taken within the scope of the director's office, (iv) for
acts or omissions for which the liability of a director is expressly provided
by statute, or (v) for acts related to an unlawful stock repurchase or dividend
payment. The Articles of Incorporation further provide that, if the statutes
of Texas are amended to further limit the liability of a director, then the
liability of the registrant's directors will be limited to the fullest extent
permitted by any such provision.
The registrant's by-laws provide for indemnification of officers and
directors of the registrant and persons serving at the request of the
registrant in such capacities for other business organizations against certain
losses, costs, liabilities and expenses incurred by reason of their positions
with the registrant or such other business organizations. The registrant 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, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
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4.1 --Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to
Registration Statement No. 2-50721 on Form S-1).
4.2 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to
Exhibit 4(i)1 to Form 10-Q for the fiscal quarter ended July 31, 1982).
4.3 --Articles of Amendment to Restated Articles of Incorporation (incorporated by
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--reference to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended July 31, 1983).
4.4 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to
Exhibit 4.7 to Registration Statement No. 33-8727 on Form S-3).
4.5 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to
Exhibit 4.1 to Registration Statement No. 33-16678 on Form S-4).
4.6 --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).
4.7 --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).
4.8 --Bylaws, as amended (incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal year
ended December 31, 1991).
4.9 --Rights Agreement, dated as of July 18, 1988, between the registrant and Texas Commerce Bank
National Association ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K dated July
18, 1988).
4.10 --Amendment, dated as of May 10, 1990, to the Rights Agreement, dated as of July 18, 1988,
between the registrant and TCBNA (incorporated by reference to Exhibit 1 to Form 8-K dated May
10, 1990).
4.11 --Agreement appointing a Successor Rights Agent under Rights Agreement dated June 1, 1990, among
the registrant, TCBNA and Ameritrust Company National Association (incorporated by reference to
Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1990).
4.12 --Service Corporation International 1993 Long-Term Incentive Stock Option Plan.
5.1 --Opinion of James M. Shelger.
23.1 --Consent of James M. Shelger (included in 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).
</TABLE>
ITEM 9. 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 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;
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(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of l934 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, 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, therefore, 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 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 the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas, on the 11th day of January, 1996.
SERVICE CORPORATION INTERNATIONAL
*By /s/ James M. Shelger
----------------------------
James M. Shelger
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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R.L. WALTRIP* Chairman of the Board and Chief January 11, 1996
--------------------------------------------- Executive Officer (Principal
(R.L. Waltrip) Executive Officer)
GEORGE R. CHAMPAGNE* Senior Vice President and Chief
--------------------------------------------- Financial Officer (Principal January 11, 1996
(George R. Champagne) Financial Officer)
WESLEY T. McRAE* Managing Director-Financial January 11, 1996
--------------------------------------------- Reporting (Principal Accounting
(Wesley T. McRae) Officer)
ANTHONY L. COELHO* Director January 11, 1996
---------------------------------------------
(Anthony L. Coelho)
DOUGLAS M. CONWAY* Director January 11, 1996
---------------------------------------------
(Douglas M. Conway)
JACK FINKELSTEIN* Director January 11, 1996
---------------------------------------------
(Jack Finkelstein)
A.J. FOYT, JR* Director January 11, 1996
---------------------------------------------
(A.J. Foyt, Jr.)
JAMES J. GAVIN, JR.* Director January 11, 1996
---------------------------------------------
(James J. Gavin, Jr.)
JAMES H. GREER* Director January 11, 1996
---------------------------------------------
(James H. Greer)
</TABLE>
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L. WILLIAM HEILIGBRODT* Director January 11, 1996
---------------------------------------------
(L. William Heiligbrodt)
B.D. HUNTER* Director January 11, 1996
---------------------------------------------
(B.D. Hunter)
JOHN W. MECOM, JR.* Director January 11, 1996
---------------------------------------------
(John W. Mecom, Jr.)
CLIFTON H. MORRIS, JR.* Director January 11, 1996
---------------------------------------------
(Clifton H. Morris, Jr.)
E.H. THORNTON, JR.* Director January 11, 1996
---------------------------------------------
(E.H. Thornton, Jr.)
W. BLAIR WALTRIP* Director January 11, 1996
---------------------------------------------
(W. Blair Waltrip)
EDWARD E. WILLIAMS* Director January 11, 1996
---------------------------------------------
(Edward E. Williams)
</TABLE>
_________________
* By his signature below, James M. Shelger, pursuant to duly
executed powers of attorney filed with the Securities and
Exchange Commission, has signed this registration statement on
the date indicated on behalf of the persons listed above,
designated by asterisks, in the capacities set forth opposite
their respective names.
*By /s/ James M. Shelger
------------------------------
James M. Shelger
Attorney-in-fact
0392412.02 -7-
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EXHIBIT INDEX
4.12 --Service Corporation International 1993 Long-Term Incentive Stock
Option Plan.
5.1 --Opinion of James M. Shelger.
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).
<PAGE> 1
EXHIBIT 4.12
SERVICE CORPORATION INTERNATIONAL
1993 LONG-TERM INCENTIVE STOCK OPTION PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to give Service Corporation International a
competitive opportunity in attracting, retaining and motivating officers and
employees and to provide the Company and its subsidiaries with the ability to
provide incentives more directly linked to the profitability of the Company's
businesses and increases in stockholder value.
For purposes of the Plan, the following terms are defined as set forth
below:
a. "Affiliate" means a corporation or other entity controlled by the
Company and designated by the Committee from time to time as such.
b. "Board" means the Board of Directors of the Company.
c. "Cause" means (i) a material breach by an optionee of his or her duties
as an employee which is committed in bad faith or without reasonable
belief that such breach is in the best interests of the Company and
its affiliated companies (other than a breach arising from the
failure of the optionee to work as a result of incapacity due to
physical or mental illness) and which is not remedied in a reasonable
period of time after receipt of written notice from the Company
specifying such breach or (ii) the conviction of the optionee of a
felony involving malice which conviction has been affirmed on appeal
or as to which the period in which an appeal can be taken has lapsed.
d. "Change in Control" and "Change in Control Price" have the meanings set
forth in Sections 6(b) and 6(c), respectively.
e. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
f. "Commission" means the Securities and Exchange Commission or any
successor agency.
g. "Committee" means the Committee referred to in Section 2.
h. "Company" means Service Corporation International, a Texas corporation.
i. "Disability" means the inability of the optionee to perform his or her
duties as an employee on a full-time basis as a result of incapacity
due to mental or physical illness which continues for more than one
year after the commencement of such incapacity, such incapacity to be
determined by a physician selected by the Company or its insurers and
acceptable to the optionee or the optionee's legal representative
(such agreement as to acceptability not to be withheld unreasonably).
j. "Disinterested Person" shall mean a member of the Board who qualifies
as a disinterested person as defined in Rule 16b-3(c)(2), as
promulgated by the Commission under the Exchange Act, or any
successor definition adopted by the Commission and also qualifies as
an "outside director" for purposes of Section 162(m) of the Code and
the regulations promulgated thereunder.
k. "Eligible Person" has the meaning stated in Section 4 of the Plan.
l. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
m. "Fair Market Value" means, as of any given date, the average of the
highest and lowest reported sales prices of the Stock on the New York
Stock Exchange Composite Tape or, if not listed on such exchange, on
any other national securities exchange on which the Stock is listed
or on NASDAQ. If there is no regular public trading market for such
Stock, the Fair Market Value of the Stock shall be determined by the
Committee in good faith.
n. "Plan" means the Service Corporation International 1993 Long-Term
Incentive Stock Option Plan, as set forth herein and as hereinafter
amended from time to time.
o. "Retirement" means retirement from active employment by the Company or
any of its subsidiaries at or after age 55.
p. "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.
q. "Stock" means common stock, par value $1.00 per share, of the Company.
r. "Stock Option" means an option granted under Section 5.
s. "Termination of Employment" means the termination of the participant's
employment with the Company and any subsidiary or Affiliate. An
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employee shall be deemed to have terminated employment if he or
she ceases to perform services for the Company or its subsidiaries or
Affiliates on a full-time basis, notwithstanding the fact that such
employee continues to receive compensation or benefits pursuant to an
employment contract or other agreement or arrangement with the Company
or any of its subsidiaries or Affiliates. A participant on a
non-medical leave of absence shall, unless such leave of absence is
otherwise approved by the Committee, be deemed to incur a Termination
of Employment. A participant employed by a subsidiary or an Affiliate
shall also be deemed to incur a Termination of Employment if the
subsidiary or Affiliate ceases to be such a subsidiary or Affiliate, as
the case may be, and the participant does not immediately thereafter
become an employee of the Company or another subsidiary or Affiliate.
In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the
Board or such other committee of the Board, composed solely of not less than two
Disinterested Persons, each of whom shall be appointed by and serve at the
pleasure of the Board. If at any time no Committee shall be in office, the
functions of the Committee specified in the Plan shall be exercised by the
Board.
The Committee shall have plenary authority to grant Stock Options
pursuant to the terms of the Plan to officers and other key employees of the
Company and its subsidiaries and Affiliates.
Among other things, the Committee shall have the authority, subject to
the terms of the Plan:
(a) to select the Eligible Persons to whom Stock Options may
from time to time be granted;
(b) to determine the number of shares of Stock to be covered by each
Stock Option granted hereunder; and
(c) to determine the terms and conditions of any Stock Option granted
hereunder including, but not limited to, the option price
(subject to Section 5(a)) and any vesting condition, restriction
or limitation (which may be related to the performance of the
participant, the Company or any subsidiary or Affiliate), based
on such factors as the Committee shall determine.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of
the Plan and any Stock Option issued under the Plan (and any agreement
relating thereto) and to otherwise supervise the administration of the Plan.
The Committee may act only by a majority of its members then in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Company to execute and deliver documents on behalf of the
Committee.
Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Stock
Option shall be made in the sole discretion of the Committee or such delegate at
the time of the grant of the Stock Option or, unless in contravention of any
express term of the Plan, at any time thereafter. All decisions made by the
Committee or any appropriately delegated officer pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company and
Plan participants.
SECTION 3. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided herein, the total number of shares of
Stock available for grant under the Plan shall be 4,650,000. Shares subject to a
Stock Option under the Plan may be authorized and unissued shares or may be
treasury shares.
If any Stock Option terminates without being exercised, shares subject
to such Stock Option shall not be available for further awards in connection
with Stock Options under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, or extraordinary distribution
with respect to the Stock or other change in corporate structure affecting the
Stock, the Committee or Board may make such substitution or adjustments in the
aggregate number and kind of shares reserved for issuance under the Plan, in the
number, kind and option price of shares subject to outstanding Stock Options,
and/or such other equitable substitution or adjustments as it may determine to
be appropriate in its sole discretion; provided, however, that the number of
shares subject to any Stock Option shall always be a whole number.
SECTION 4. ELIGIBILITY.
Officers and employees of the Company, its subsidiaries and Affiliates
who are responsible for or contribute to the management, growth and
profitability of the business of the Company,
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its subsidiaries and Affiliates are eligible to be granted Stock Options under
the Plan ("Eligible Persons").
SECTION 5. STOCK OPTIONS.
Any Stock Option granted under the Plan shall be in the form attached
hereto as Annex A, which is incorporated herein and made a part of the Plan,
with such changes as the Committee may from time to time approve which are
consistent with the Plan. None of the Stock Options granted under the Plan shall
be "incentive stock options" within the meaning of Section 422 of the Code. The
maximum number of shares of Stock that may be subject to Stock Options granted
hereunder during the term of the Plan to any individual shall be 1,550,000.
The grant of a Stock Option shall occur on the date the Committee
selects an individual to be a participant in any grant of a Stock Option,
determines the number of shares of Stock to be subject to such Stock Option to
be granted to such individual and specifies the terms and provisions of the
Stock Option. Such selection shall be evidenced in the records of the Company
whether in the minutes of the meetings of the Committee or by consent in
writing. The Company shall notify a participant of any grant of a Stock Option,
and a written option agreement or agreements shall be duly executed and
delivered by the Company to the participant.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock
purchasable under a Stock Option shall be determined by
the Committee and set forth in the option agreement, and
shall not be less than the Fair Market Value of the Stock
on the date of grant.
(b) Option Term. The term of each Stock Option shall be 14
years, unless earlier terminated.
(c) Exercisability. Except as otherwise provided herein, each
Stock Option shall be exercisable during its term only if
such Stock Option has vested and only after the fourth
anniversary of its date of grant.
(d) Vesting. Each Stock Option shall have assigned to it
by the Committee a target price (the "Target Price") which
will be used to provide for accelerated vesting of such
Stock Option as set forth in the agreement evidencing such
Stock Option. Any Stock Option that remains outstanding and
unvested on the thirteenth anniversary of its date of grant
shall vest at such time.
(e) Method of Exercise. Subject to the provisions of
this Section 5, Stock Options may be exercised, in whole or
in part, by giving written notice of exercise to the
Company specifying the number of shares of Stock subject to
the Stock Option to be purchased.
The option price of Stock to be purchased upon exercise
of any Option shall be paid in full (i) in cash (by
certified or bank check or such other instrument as the
Company may accept), (ii) in the form of unrestricted Stock
already owned by the optionee for six months or more and
based on the Fair Market Value of the Stock on the date the
Stock Option is exercised or (iii) by a combination
thereof. If an optionee is subject to Section 16(b) of the
Exchange Act, any election to make payment pursuant to
clause (ii) of the preceding sentence shall comply with the
requirements of Rule 16b-3(e).
Payment for any shares subject to a Stock Option may
also be made by delivering a properly executed exercise
notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds to pay the purchase
price, and, if requested, the amount of any federal, state,
local or foreign withholding taxes. To facilitate the
foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
No shares of Stock shall be issued until full payment
therefor has been made. An optionee shall have all of the
rights of a stockholder of the Company holding the Stock
that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to
receive dividends), only when the optionee has given
written notice of exercise, has paid in full for such
shares and, if requested, has given the representation
described in Section 9(a).
(f) Non-transferability of Stock Options. No Stock Option
shall be transferable by the optionee other than (i)
by will or by the laws of descent and distribution or (ii)
pursuant to a qualified domestic relations order (as
defined in the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules
thereunder). All Stock Options shall be exercisable, during
the optionee's lifetime, only by the optionee or by the
guardian or legal representative of the optionee or its
alternate payee pursuant to such qualified domestic
relations order, it being understood that the terms
"holder" and "optionee" include the guardian and legal
representative of the optionee named in the option
agreement and any person to whom an option is transferred
by
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will or the laws of descent and distribution or pursuant
to a qualified domestic relations order. The Committee may
establish such procedures as it deems appropriate for a
participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be
paid or by whom any rights of the participant, after the
participant's death, may be exercised.
(g) Termination by Death, Disability or Retirement or by
the Company Without Cause. If an optionee's employment
terminates by reason of death, Disability or Retirement, or
if such employment is terminated by the Company without
Cause, in each case prior to the vesting of a Stock Option
held by the optionee, the following provisions shall
apply:
(1) if termination by death or Disability or by the
Company without Cause occurs on or prior to the fourth
anniversary of the date of grant of such Stock Option,
and if the Target Price vesting condition provided in
such Stock Option is satisfied after such termination
and on or prior to such fourth anniversary, such Stock
Option shall be exercisable only during the period
after the fourth anniversary of the date of grant and
ending on the fifth anniversary of the date of grant
and shall terminate at the close of business on such
fifth anniversary;
(2) if termination by death or Disability or by the
Company without Cause occurs on or prior to the fourth
anniversary of the date of grant of such Stock Option,
and if the Target Price vesting condition provided in
such Stock Option is not satisfied on or prior to such
fourth anniversary, such Stock Option shall be
exercisable only during the period after the 13th
anniversary of the date of grant and ending upon the
expiration of such Stock Option;
(3) if termination by Retirement occurs on or prior to
the fourth anniversary of the date of grant of such
Stock Option, such Stock Option shall terminate
immediately; and
(4) if termination by death, Disability or Retirement or
by the Company without Cause occurs after the fourth
anniversary of the date of grant of a Stock Option
held by the optionee, such Stock Option shall be
exercisable only during the period after the 13th
anniversary of the date of grant and ending upon the
expiration of such Stock Option.
(h) Termination by the Company for Cause; Voluntary
Termination. If an optionee's employment is terminated
voluntarily by the optionee (other than through Retirement)
or by the Company for Cause, in either case prior to the
vesting of a Stock Option, such Stock Option shall
terminate immediately.
(i) Termination After Vesting. If an optionee's employment is
terminated for any reason after a Stock Option has vested,
the following provisions shall apply:
(1) if such termination occurs prior to the fourth
anniversary of the date of grant of such Stock
Option, such Stock Option shall be exercisable during
the 18-month period beginning on such fourth
anniversary, and shall terminate at the end of such
18-month period; and
(2) if such termination occurs on or after the fourth
anniversary of the date of grant of such Stock
Option, such Stock Option shall be exercisable during
the period beginning on the date of such termination
and ending on the earlier of (x) the original
termination date of such Stock Option and (y) the
date that is 18 months after the date of termination
of employment, and shall terminate at the end of such
period.
(j) Change in Control Cash Out. Notwithstanding any
other provision of the Plan, upon the occurrence of a
Change of Control all outstanding Stock Options shall
immediately vest and become fully exercisable, and during
the 60-day period from and after such Change in Control
(the "Exercise Period"), an optionee shall have the right,
in lieu of the payment of the exercise price for the shares
of Stock being purchased under the Stock Option and by
giving notice to the Company, to elect (within the Exercise
Period) to surrender all or part of the Stock Option to the
Company and to receive cash, within 30 days of such notice,
in an amount equal to the amount by which the Change in
Control Price per share of Stock on the date of such
election shall exceed the exercise price per share of Stock
under the Stock Option (the "Spread") multiplied by the
number of shares of Stock granted under the Stock Option as
to which the right granted under this Section 5(j) shall
have been exercised; provided, however, that if the Change
in Control occurs within six months of the date of grant of
a particular Stock Option held by an optionee who is an
officer or director of the Company and is subject to
Section 16(b) of the Exchange Act no such election shall be
made by such optionee with respect to such Stock Option
prior to six months from the date of grant. Notwithstanding
any other provision hereof, if the end of such 60-day
period from and after a Change in Control is within six
months of the date of grant of a Stock Option held by an
optionee who is an officer or director of the Company and
is subject to Section 16(b) of the Exchange Act, such Stock
Option shall be cancelled in exchange for a cash payment to
the optionee, effected on the day which is six months and
one day after the date of grant of such Option, equal to
the Spread multiplied by the number of shares of Stock
granted under the Stock Option. Notwithstanding the
foregoing, if any right granted pursuant to this Section
5(j) would make a Change in Control transaction ineligible
for pooling of interests accounting under APB No. 16 that
but for this Section 5(j) would otherwise be eligible for
such accounting treatment, the Committee shall have the
authority to replace the cash payable pursuant to this
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<PAGE> 5
Section 5(j) with Stock having a Fair Market Value equal
to the cash that would otherwise be payable hereunder. For
purposes of this paragraph (j) only, the date of grant of
any Stock Option approved by the Committee on November 10,
1993 shall be deemed to be the date on which the Plan is
approved by the Company's stockholders.
(k) Initial Grants. The Committee granted on November
10, 1993 the following awards to the individuals listed
below, in the share amounts and at the Target Prices and
exercise prices indicated, subject to the approval of the
stockholders of the Company:
<TABLE>
<CAPTION>
OPTIONEE NUMBER OF SHARES EXERCISE PRICE TARGET PRICE
- -------- ---------------- -------------- ------------
<S> <C> <C> <C>
R. L. Waltrip 775,000 $25.75 $50
R. L. Waltrip 775,000 25.75 60
L. W. Heiligbrodt 475,000 25.75 50
L. W. Heiligbrodt 475,000 25.75 60
W. B. Waltrip 275,000 25.75 50
W. B. Waltrip 275,000 25.75 60
S. W. Rizzo 237,500 25.75 50
S. W. Rizzo 237,500 25.75 60
J. W. Morrow, Jr. 237,500 25.75 50
J. W. Morrow, Jr. 237,500 25.75 60
</TABLE>
The foregoing individuals shall not be eligible to receive any
additional awards under the Plan.
SECTION 6. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change in Control,
any Stock Options outstanding as of the date such Change
in Control is determined to have occurred and not then
exercisable and vested shall become fully exercisable and
vested to the full extent of the original grant.
(b) Definition of Change in Control. For purposes of the Plan,
a "Change in Control" shall mean the happening of any of
the following events:
(i) An acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more
of either (x) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common
Stock") or (y) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors
(the "Outstanding Company Voting Securities");
excluding, however, the following acquisitions of
Outstanding Company Common Stock and Outstanding
Company Voting Securities: (1) any acquisition
directly from the Company (other than an acquisition
pursuant to the exercise of a conversion privilege),
(2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any
acquisition by any Person pursuant to a
reorganization, merger or consolidation if,
following such reorganization, merger or
consolidation, the conditions described in clauses
(1), (2) and (3) of subsection (iii) of this Section
6(b) are satisfied; or
(ii) Individuals who, as of the effective date
of the Plan, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual who becomes a member of the Board
subsequent to such effective date, whose election, or
nomination for election by the Company's shareholders,
was approved by (1) a vote of at least a majority of
directors then comprising the Incumbent Board, or (2)
a vote of at least a majority of the directors then
constituting the Executive Committee of the Board at a
time when such committee comprised at least five
members and all members of such committee were either
members of the Incumbent Board or considered as being
members of the Incumbent Board, pursuant to clause (1)
of this subparagraph (ii), shall be considered as
though such individual were a member of the Incumbent
Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board shall not
be so considered as a member of the Incumbent Board;
or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the
assets of the Company ("Business Combination");
excluding, however, such a Business Combination
pursuant to which (1) all or substantially all of the
individuals and entities who are the beneficial
owners, respectively, of the Outstanding Company
Common Stock and
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Outstanding Company Voting Securities immediately
prior to such Business Combination own, directly or
indirectly, more than 60% of, respectively,
the outstanding shares of common stock, and
the combined voting power of the then outstanding
voting securities entitled to vote generally in the
election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which
as a result of such transaction owns the Company or
all or substantially all of the Company's assets
either directly or through one or more subsidiaries)
in substantially the same proportions as their
ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the
case may be, (2) no Person (other than the Company,
any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or such
corporation resulting from such Business Combination
and any Person beneficially owning, immediately prior
to such Business Combination, directly or indirectly,
20% or more of the Outstanding Company Common Stock
or Outstanding Company Voting Securities, as the case
may be) will beneficially own, directly or
indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation
resulting from such Business Combination or the
combined voting power of the outstanding voting
securities of such corporation entitled to vote
generally in the election of directors and (3) at
least a majority of the members of the board of
directors of the corporation resulting from such
Business Combination were members of the Incumbent
Board at the time of the execution of the initial
agreement, or of the action of the Board, providing
for such Business Combination; or
(iv) The approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(c) Change in Control Price. For purposes of the Plan,
"Change in Control Price" means the higher of (i) the
highest reported sales price, regular way, of a share of
Stock in any transaction reported on the New York Stock
Exchange Composite Tape or other national securities
exchange on which such shares are listed or on NASDAQ, as
applicable, during the 60-day period prior to and including
the date of a Change in Control and (ii) if the Change in
Control is the result of a tender or exchange offer or a
Business Combination, the highest price per share of Stock
paid in such tender or exchange offer or Business
Combination; provided, however, that in the case of a Stock
Option which (A) is held by an optionee who is an officer
or director of the Company and is subject to Section 16(b)
of the Exchange Act and (B) was granted within 240 days of
the Change in Control, then the Change in Control Price for
such Stock Option shall be the Fair Market Value of the
Stock on the date such Stock Option is exercised or
cancelled. To the extent that the consideration paid in any
such transaction described above consists all or in part of
securities or other non-cash consideration, the value of
such securities or other non-cash consideration shall be
determined in the sole discretion of the Board.
SECTION 7. TERM, AMENDMENT AND TERMINATION.
The Plan will terminate on November 10, 2003. Stock Options outstanding
as of November 10, 2003 shall not be affected or impaired by the termination of
the Plan.
The Committee shall have authority to amend the Plan without the
approval of the Company's stockholders to take into account changes in law and
tax and accounting rules, including Rule 16b-3 and Section 162(m) of the Code;
provided that no amendment shall be made which would (i) impair the rights of an
optionee under a Stock Option theretofore granted without the optionee's
consent, except such an amendment made to cause the Plan to qualify for the
exemption provided by Rule 16b-3, or (ii) disqualify the Plan from the exemption
provided by Rule 16b-3.
SECTION 8. UNFUNDED STATUS OF PLAN.
It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock or make payments; provided, however, that, unless the Committee
otherwise determines, the existence of such trusts or other arrangements is
consistent with the "unfunded" status of the Plan.
SECTION 9. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option to represent to and
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<PAGE> 7
agree with the Company in writing that such person is
acquiring the shares without a view to the distribution
thereof. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any
restrictions on transfer.
Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or
certificates for shares of Stock under the Plan prior to
fulfillment of all of the following conditions:
(1) the listing or approval for listing upon
notice of issuance, of such shares on the New York
Stock Exchange, Inc., or such other securities
exchange as may at the time be the principal market
for the Stock;
(2) any registration or other qualification of such shares
of the Company under any state or federal law or
regulation, or the maintaining in effect of any such
registration or other qualification which the Committee
shall, in its absolute discretion upon the advice of
counsel, deem necessary or advisable; and
(3) the obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Committee shall, in its absolute discretion after
receiving the advice of counsel, determine to be
necessary or advisable.
(b) Nothing contained in the Plan shall prevent the
Company or any subsidiary or Affiliate from adopting other
or additional compensation arrangements for its employees.
(c) The adoption of the Plan shall not confer upon any
employee any right to continued employment nor shall it
interfere in any way with the right of the Company or any
subsidiary or Affiliate to terminate the employment of any
employee at any time.
(d) No later than the date as of which an amount first
becomes includible in the gross income of the participant
for federal income tax purposes with respect to any Stock
Option under the Plan, the participant shall pay to the
Company, or make arrangements satisfactory to the Company
regarding the payment of, any federal, state, local or
foreign taxes of any kind required by law to be withheld by
the Company with respect to such amount. Withholding
obligations may be settled with Stock in an amount having a
Fair Market Value not exceeding the minimum withholding tax
payable by the participant with respect to the income
recognized, including Stock that is subject to the Stock
Option that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the
Company, its subsidiaries and its Affiliates shall, to the
extent permitted by law, have the right to deduct any such
taxes from any payment otherwise due to the participant. The
Committee shall establish such procedures as it deems
appropriate, including the making of irrevocable elections,
for the settlement of withholding obligations with Stock.
(e) In the case of a grant of a Stock Option to any
employee of a Company subsidiary, the Company, may, if the
Committee so directs, issue or transfer the shares of Stock
covered by the Stock Option to the subsidiary, for such
lawful consideration as the Committee may specify, upon the
condition or understanding that the subsidiary will transfer
the shares of Stock to the employee in accordance with the
terms of the Stock Option specified by the Committee
pursuant to the provisions of the Plan.
(f) The Plan and all Stock Options made and actions
taken thereunder shall be governed by and construed in
accordance with the laws of the State of Texas, without
reference to principles of conflict of law.
SECTION 10. EFFECTIVE DATE OF PLAN.
Subject to the approval of the stockholders of the Company, the Plan
shall be effective on November 10, 1993.
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<PAGE> 8
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _______ day of _______________, between
Service Corporation International, a Texas corporation (the "Company"), and
_______________________________ (the "Employee").
W I T N E S S E T H:
The Company has adopted the Service Corporation International 1993
Long-Term Incentive Stock Option Plan (the "Plan"). The Plan is made a part
hereof with the same effect as if set forth in this Agreement. All capitalized
terms that are used herein and not otherwise defined shall have the meanings set
forth in the Plan.
In consideration of the mutual promises and covenants made herein and
the mutual benefits to be derived herefrom, the parties hereto agree as follows:
1. GRANT OF OPTIONS.
Subject to the provisions of this Agreement and to the Plan, the Company
hereby grants to the Employee the right and option (the "Options") to purchase
(i) __________ shares of common stock, par value $1.00 per share ("Common
Stock"), of the Company at an exercise price of $ ________ per share and a
Target Price of $________ per share and (ii) _________ shares of Common Stock
at an exercise price of $ ________ per share and a Target Price of $ ________
per share.
2. EXERCISABILITY OF OPTIONS.
Any Option that is vested may be exercised in whole or in part at the
times and in the manner set forth in the Plan; provided, however, that an Option
may not be exercised at any one time as to fewer than 100 shares (or such number
of shares as to which such Option is then exercisable if such number of shares
is less than 100).
3. VESTING OF OPTIONS.
Each Option granted hereunder shall vest in the circumstances set forth
in the Plan or as set forth in this paragraph. During the four-year period
commencing on the date of this Agreement each Option granted hereunder shall
vest at such time as the Fair Market Value of the Common Stock shall have been
equal to or greater than the Target Price with respect to such Option for each
day in any period of 20 consecutive trading days. Any Option that has not vested
at or prior to the close of business on the fourth anniversary of the date of
this Agreement shall vest at the close of business on the thirteenth anniversary
of the date of this Agreement if such Option has not previously terminated.
4. NO RIGHT TO EMPLOYMENT.
Nothing in this Agreement or the Plan shall confer upon the Employee any
right to continue in the employ of the Company or any of its affiliate
corporations or interfere in any way with the right of the Company or any such
affiliate corporation to terminate such employment at any time.
5. EFFECT OF CERTAIN CHANGES.
(a) If there is any change in the number of issued shares of Common
Stock through the declaration of stock dividends, or through
recapitalization resulting in stock splits, or combinations or
exchanges of such shares, the number of Options granted pursuant
to this Agreement that have not been exercised or lapsed, and the
price per share of such Options shall be proportionately adjusted
by the Committee to reflect any increase or decrease in the number
of shares of Common Stock, provided, however, that any fractional
shares resulting from such adjustment shall be eliminated.
(b) In the event of a change in the Common Stock of the Company
as presently constituted, which is limited to a change of all of its
authorized shares with a par value into the same number of shares
with a different par value or without par value, the shares
resulting from any such change shall be deemed to be a Common Stock
within the meaning of this Agreement and the Plan.
(c) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final,
binding and conclusive.
6. PAYMENT OF TRANSFER TAXES, FEES AND OTHER EXPENSES.
The Company agrees to pay any and all original issue taxes and stock
transfer taxes that may be imposed on the issuance of
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shares acquired pursuant to exercise of the Options, together with any and
all other fees and expenses necessarily incurred by the Company in connection
therewith.
7. TAXES AND WITHHOLDINGS.
No later than the date of exercise of any Options granted hereunder, the
Employee shall pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Options and the Company
shall, to the extent permitted or required by law, have the right to deduct from
any payment of any kind otherwise due to the Employee, federal, state and local
taxes of any kind required by law to be withheld upon the exercise of such
Options.
8. NOTICES.
Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Company at 1929 Allen Parkway, Houston, Texas
77219, Attention: General Counsel and to the Employee at the address set forth
on the last page of this Agreement or at such other address as either party may
hereafter designate in writing to the other.
9. EFFECT OF AGREEMENT.
Except as otherwise provided hereunder, this Agreement shall be binding
upon and shall inure to the benefit of any successor or successors of the
Company.
10. LAWS APPLICABLE TO CONSTRUCTION.
The Options have been granted, executed and delivered in the State of
Texas, and the interpretation, performance and enforcement of this Agreement,
shall be governed by the laws of the State of Texas, as applied to contracts
executed in and performed wholly within the State of Texas.
11. INTERPRETATION.
In the event of any ambiguity in this Agreement, any term which is not
defined in this Agreement, or any matters as to which this Agreement is silent,
the Plan shall govern including, without limitation, the provisions thereof
pursuant to which the Committee has the power, among others, to (i) interpret
the Plan, (ii) prescribe, amend and rescind rules and regulations relating to
the Plan and (iii) make all other determinations deemed necessary or advisable
for the administration of the Plan.
12. HEADINGS.
The headings of paragraphs herein are included solely for convenience of
reference and shall not affect the meaning or interpretation of any of the
provisions of this Agreement.
13. AMENDMENT.
This Agreement may not be modified, amended or waived in any manner
except by an instrument in writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement, or
of any subsequent breach by such party of a provision of this Agreement.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS AGREEMENT TO BE
EXECUTED ON ITS BEHALF BY A DULY AUTHORIZED OFFICER AND THE EMPLOYEE HAS
HEREUNTO SET HIS HAND.
SERVICE CORPORATION INTERNATIONAL
By: ___________________________________________________________________________
(Employee's name)
________________________________________________________________________________
(Address)
________________________________________________________________________________
________________________________________________________________________________
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<PAGE> 1
EXHIBIT 5.1
SERVICE CORPORATION INTERNATIONAL
1929 Allen Parkway
Houston, Texas 77019
January 11, 1996
Service Corporation International
1919 Allen Parkway
Houston, Texas 77019
Gentlemen:
As General Counsel and Secretary of Service Corporation
International, a Texas corporation (the "Company"), I am familiar with the
registration under the Securities Act of 1933, as amended, of 4,175,000 shares
of the Company's common stock, $1.00 par value (the "Shares"), to be offered
upon the terms and subject to the conditions set forth in the Company's 1993
Long-Term Incentive Stock Option Plan, as amended (the "Plan").
In connection therewith, I have examined the Amended and Restated
Articles of Incorporation of the Company, as amended, the By-laws of the
Company, the Plan, records of relevant corporate proceedings with respect to
the offering of the Shares and such other documents and instruments as I have
deemed necessary or appropriate for the expression of the opinion contained
herein. I have also reviewed the Company's Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission with respect to the
Shares (the "Registration Statement").
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me and the correctness of all
statements of fact contained therein.
Based on the foregoing and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the Shares
have been duly authorized and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
James M. Shelger
General Counsel
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 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.
COOPERS & LYBRAND L.L.P.
Houston, Texas
January 11, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated February 8,
1993 in the Registration Statement (Form S-8) pertaining to the 1993 Long-Term
Incentive Stock Option Plan of Service Corporation International, 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
January 10, 1996
<PAGE> 1
EXHIBIT 23.4
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
As independant accountants, we hereby consent to the incorporation by reference
in the registration statement of Service Corporation International, on Form S-8
and the related Prospectus to be filed January 12, 1996, of our report dated
April 6, 1995 on our audits of the consolidated financial statements 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.
Paris-La Defense, France,
January 11, 1996
/s/ CHRISTIAN CHOCHON /s/ BRUNO BIZET
- --------------------------------- -------------------------------
BARBIER FRINAULT & ASSOCIES PGA
Christian Chochon Bruno Bizet
<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-8 pertaining to the 1993 Long-Term Incentive Stock Option Plan and
related Prospectus of Service Corporation International to be filed January 12,
1996 for the registration of 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
January 11, 1996
Indianapolis, Indiana
