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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCI FINANCE LLC
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(Exact name of registrant as specified in its charter)
Texas 76-0449139
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1929 Allen Parkway, Houston, Texas 77019
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Term Convertible Shares, Series A New York Stock Exchange
(liquidation preference $50 per share)
guaranteed to a certain extent by, and
convertible into the Common Stock of,
Service Corporation International
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
For a full description of the Term Convertible Shares, Series A
(liquidation preference $50 per share) (the "TECONS"*) guaranteed to a certain
extent by, and convertible into the Common Stock of, Service Corporation
International, a Texas corporation ("SCI"), being registered hereby, reference
is made to the information contained under the captions "Description of the LLC
Preferred Securities" in Amendment No. 1 to the Registration Statement on Form
S-3 (Registration No. 33-56069-01) filed by the Registrant with the Securities
and Exchange Commission (the "Commission") on November 1, 1994 (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Act"), and "Certain Terms of the TECONS" in the form of prospectus
relating to the TECONS filed by the Registrant with the Commission on November
7, 1994 pursuant to Rule 424(b) under the Act ("Rule 424(b)"). The descriptions
under the above-referenced captions contained in the form of prospectus
relating to the TECONS subsequently filed by the Registrant with the Commission
pursuant to Rule 424(b) shall be deemed incorporated by reference into this
registration statement.
Item 2. Exhibits.
The following documents, which define the rights of holders of the
TECONS, are incorporated herein by reference:
1. The Registration Statement.
2. Articles of Organization of the Registrant (included as Exhibit 3.8
to the Registration Statement).
3. Regulations of the Registrant (included as Exhibit 3.9 to the
Registration Statement).
4. Form of Amendment to the Regulations of the Registrant Setting Forth
the Terms of the TECONS (included as Exhibit 3.10 to the Registration
Statement).
5. Form of Payment, Guarantee and Conversion Agreement executed and
delivered by SCI (included as Exhibit 4.5(a) to the Registration Statement).
6. Form of Loan Agreement among SCI International Limited, SCI and the
Registrant (included as Exhibit 4.5(b) to the Registration Statement).
7. Form of Liability Assumption Agreement between SCI and the
Registrant (included as Exhibit 4.5(c) to the Registration Statement).
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* An application has been filed by J.P. Morgan Securities Inc. with the United
States Patent and Trademark Office for the registration of the TECONS service
mark.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SCI FINANCE LLC
By: SERVICE CORPORATION INTERNATIONAL,
as Manager
Date: November 29, 1994 By: /S/ JAMES M. SHELGER
______________________________
Name: James M. Shelger
Title: Senior Vice President, General
Counsel and Secretary
