<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1999
REGISTRATION NO. 333 - ______________
================================================================================
UNITED STATES
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1929 Allen Parkway, Houston, Texas 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SERVICE CORPORATION INTERNATIONAL
AMENDED 1996 INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
James M. Shelger, Esq.
Senior Vice President, General Counsel and Secretary
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
<TABLE>
<CAPTION>
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PER
SHARE PAR VALUE 12,000,000(3) $18.31 $219,750,000 $61,091
================================================================================================
</TABLE>
(1) A previous Registration Statement (File No. 333-19863) registered
12,000,000 shares of Service Corporation International (the "Company")
common stock, $1.00 par value per share ("Common Stock"), offered under
the Service Corporation International 1996 Incentive Plan (the "1996
Plan"). This Registration Statement is being filed to register 12,000,000
additional shares of Common Stock that may be issued under the Service
Corporation International Amended 1996 Incentive Plan (the "Amended
Plan").
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the average of the high and low prices
reported by the New York Stock Exchange on July 6, 1999 with respect
to 12,000,000 shares of Common Stock as to which awards have not been
granted as of the date of filing this Registration Statement.
(3) There are also registered hereunder (i) the Series D Junior Participating
Preferred Stock Purchase Rights of the Company ("Rights") associated with
the shares of Common Stock being registered, 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.
================================================================================
<PAGE> 2
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, 1998;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(iii) The Company's Current Reports on Form 8-K dated January 20, 1999,
January 28, 1999, February 9, 1999 and February 11, 1999;
(iv) The description of the Common 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
(v) The description of the Company's Series D Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A dated May 14, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, 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 part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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
was, 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 a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least 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 an 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.
<PAGE> 3
The registrant's Bylaws 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 and certain officers and directors
of its wholly owned subsidiaries against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933, as
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
4.1 Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration Statement No.
333-10867 on Form S-3).
4.2 Articles of Amendment to Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30,
1996).
4.3 Statement of Resolution Establishing Series of Shares of
Series D Junior Participating Preferred Stock dated July
27, 1998 (incorporated by reference to Exhibit 3.2 to
Form 10-Q for the fiscal quarter ended June 30, 1998).
4.4 Bylaws, as amended (incorporated by reference to Exhibit
3.7 to Form 10-K for the fiscal year ended December 31,
1991).
4.5 Rights Agreement, dated as of May 14, 1998, between the
Company and Harris Trust and Savings Bank (incorporated
by reference to Exhibit 1 to Form 8-A dated May 14,
1998).
4.6 Amended 1996 Incentive Plan (incorporated by reference
to Annex A of the Proxy Statement dated April 13, 1999).
*5.1 Opinion of Locke Liddell & Sapp LLP.
*23.1 Consent of Locke Liddell & Sapp LLP (contained in
Exhibit 5.1).
*23.2 Consent of PricewaterhouseCoopers LLP.
*24.1 Powers of Attorney.
- ---------------------------
* Filed herewith.
<PAGE> 4
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;
(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; 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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE> 5
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 the City of Houston, State of Texas, on this 8th day of July,
1999.
SERVICE CORPORATION INTERNATIONAL
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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Chairman of the Board, Chief July 8, 1999
- ----------------------------------------- Executive Officer and President
(R. L. WALTRIP) (Principal Executive Officer)
* Executive Vice President and Chief July 8, 1999
- ----------------------------------------- Financial Officer (Principal
(GEORGE R. CHAMPAGNE) Financial Officer)
* Vice President Controller July 8, 1999
- ----------------------------------------- (Principal Accounting
(W. CARDON GERNER) Officer)
* Director July 8, 1999
- -----------------------------------------
(ANTHONY L. COELHO)
* Director July 8, 1999
- -----------------------------------------
(JACK FINKELSTEIN)
* Director July 8, 1999
- -----------------------------------------
(A.J. FOYT, JR.)
* Director July 8, 1999
- -----------------------------------------
(JAMES H. GREER)
* Director July 8, 1999
- -----------------------------------------
(B.D. HUNTER)
* Director July 8, 1999
- -----------------------------------------
(JOHN W. MECOM, JR.)
* Director July 8, 1999
- -----------------------------------------
(CLIFTON H. MORRIS, JR.)
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
* Director July 8, 1999
- -----------------------------------------
(E. H. THORNTON, JR.)
* Director July 8, 1999
- -----------------------------------------
(W. BLAIR WALTRIP)
* Director July 8, 1999
- -----------------------------------------
(EDWARD E. WILLIAMS)
*By: /s/ James M. Shelger
-------------------------------------
James M. Shelger
Attorney-in-Fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
4.1 Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration Statement No.
333-10867 on Form S-3).
4.2 Articles of Amendment to Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30,
1996).
4.3 Statement of Resolution Establishing Series of Shares of
Series D Junior Participating Preferred Stock dated July
27, 1998 (incorporated by reference to Exhibit 3.2 to
Form 10-Q for the fiscal quarter ended June 30, 1998).
4.4 Bylaws, as amended (incorporated by reference to Exhibit
3.7 to Form 10-K for the fiscal year ended December 31,
1991).
4.5 Rights Agreement, dated as of May 14, 1998, between the
Company and Harris Trust and Savings Bank (incorporated
by reference to Exhibit 1 to Form 8-A dated May 14,
1998).
4.6 Amended 1996 Incentive Plan (incorporated by reference
to Annex A of the Proxy Statement dated April 13, 1999).
*5.1 Opinion of Locke Liddell & Sapp LLP.
*23.1 Consent of Locke Liddell & Sapp LLP (contained in
Exhibit 5.1).
*23.2 Consent of PricewaterhouseCoopers LLP.
*24.1 Powers of Attorney.
</TABLE>
- ---------------------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
July 8, 1999
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for Service Corporation International, a Texas
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, of the offering and sale to certain employees of the Company of up to
12,000,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), which may be issued (i) upon the exercise of certain Options
granted under the Amended 1996 Incentive Plan ("the Plan"), or (ii) as Bonus
Awards, Restricted Stock or Performance Grants awarded under the Plan.
Capitalized terms not defined herein shall have the meanings given to them under
the Plan.
In our capacity as counsel for the Company, we have examined the
corporate documents of the Company, including its Restated Articles of
Incorporation and its Bylaws, each as amended, and resolutions adopted by its
board of directors and committees thereof. We have also examined the
Registration Statement, together with the exhibits thereto, and such other
documents which we have deemed necessary for the purposes of expressing the
opinion contained herein. We have relied on representations made by and
certificates of the officers of the Company and public officials with respect to
certain facts material to our opinion. We have made no independent investigation
regarding such representations and certificates.
<PAGE> 2
Service Corporation International
July 8, 1999
Page 2
Based upon the foregoing, we are of the opinion that (i) when the
Options have been duly exercised in accordance with their respective terms, the
Common Stock issued thereupon will be validly issued, fully paid and
nonassessable, and (ii) when the Common Stock is issued as Bonus Awards,
Restricted Stock or Performance Grants pursuant to the terms of the Plan, the
Common Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Locke Liddell & Sapp LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 24, 1999 relating to the
consolidated financial statements and financial statement schedule, which
appears in Service Corporation International's Annual Report on Form 10-K for
the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
July 8, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 2
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ R. L. Waltrip
----------------------------------
R. L. Waltrip
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 4
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ George R. Champagne
----------------------------------
George R. Champagne
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 6
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of June, 1999.
/s/ W. Cardon Gerner
----------------------------------
W. Cardon Gerner
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 8
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ Anthony L. Coelho
----------------------------------
Anthony L. Coelho
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 10
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ Jack Finkelstein
----------------------------------
Jack Finkelstein
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 12
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ A. J. Foyt, Jr.
----------------------------------
A. J. Foyt, Jr.
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 14
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ James H. Greer
----------------------------------
James H. Greer
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 16
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ B. D. Hunter
----------------------------------
B. D. Hunter
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 18
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ John W. Mecom, Jr.
----------------------------------
John W. Mecom, Jr.
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 20
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ Clifton H. Morris, Jr.
----------------------------------
Clifton H. Morris, Jr.
<PAGE> 21
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 22
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ E. H. Thornton, Jr.
----------------------------------
E. H. Thornton, Jr.
<PAGE> 23
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 24
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ W. Blair Waltrip
----------------------------------
W. Blair Waltrip
<PAGE> 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.
The Securities of the Company covered by this power of attorney are:
(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and the related Series D Junior Participating Preferred Stock Rights
("Rights"), including without limitation Common Stock of the Company which may
be issued upon conversions of any securities of the Company or any of its
subsidiaries;
(ii) Common Stock (including any associated Rights) which may be issued
under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's
Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee
Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive
Equity Plan, the Company's 1996 Incentive Plan, the Company's Amended 1996
Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's
Employee Stock Purchase Plan, any of the foregoing plans as they may be amended
or revised and any other stock or option plans;
<PAGE> 26
(iii) Common Stock (including any associated Rights), convertible
debentures of the Company, debt securities of the Company and of any subsidiary
of the Company, 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.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th
day of March, 1999.
/s/ Edward E. Williams
----------------------------------
Edward E. Williams
