-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOmDASnRwzFStcbvZdP+1N3QtZjRehFU5kyTVO5w6dztTcU46J5pFhnudWRKuHG5 YIVTOGjyxxTQV9JpBUSg6g== 0000891020-98-001446.txt : 19981008 0000891020-98-001446.hdr.sgml : 19981008 ACCESSION NUMBER: 0000891020-98-001446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981007 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOEWEN GROUP INC CENTRAL INDEX KEY: 0000845577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980121376 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12163 FILM NUMBER: 98721985 BUSINESS ADDRESS: STREET 1: 4126 NORLAND AVE CITY: BURNABY BC CANADA V5 STATE: A1 ZIP: V5G 3S8 BUSINESS PHONE: 6042999321 MAIL ADDRESS: STREET 1: 4126 NORLAND AVE STREET 2: BRITISH COLUMIA CITY: BURNABY V5G 3S8 STATE: A1 8-K 1 EDGAR FORM 8-K FOR LOEWEN GROUP INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 06, 1998 THE LOEWEN GROUP INC. (Exact name of registrant as specified in its charter)
British Columbia, Canada 0-18429 98-0121376 ------------------------ ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
4126 Norland Avenue, Burnaby, British Columbia V5G 3S8 - ---------------------------------------------- ------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code 604-299-9321 ------------ N/A ------------------------------------ (Former name or former address, if changed since last report) Exhibit Index is on page 3 Page 1 of 5 2 ITEM 5. OTHER EVENTS. Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by reference the press release attached hereto as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description Exhibit 99 The Loewen Group Inc. Press Release dated October 6, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 6, 1998 THE LOEWEN GROUP INC. By: /s/ BRAD D. STAM ------------------------------- Name: Brad D. Stam Title: Senior Vice President, Law 3 EXHIBIT INDEX
Sequential Number Exhibit Page Number - ------ ------- ----------- 99 The Loewen Group Inc. 4 Press Release dated October 6, 1998
EX-99 2 PRESS RELEASE DATED OCTOBER 6, 1998 1 THE LOEWEN GROUP INC. - -------------------------------------------------------------------------------- (NYSE, TSE, ME: LWN) NEWS Contacts: Thomas C. Franco Paul Wagler Broadgate Consultants, Inc. Chief Financial Officer (212)232-222 The Loewen Group Inc. Tel: (604) 293-7844 FOR IMMEDIATE RELEASE LOEWEN GROUP DIRECTORS FORM SPECIAL COMMITTEE TO SUPERVISE PROCESS OF MAXIMIZING SHAREHOLDER VALUE - Special Committee Appoints Executive Director - New Board Appointments Contemplated - Third Quarter Earnings Expected To Be Lower Than Market Consensus VANCOUVER, BC, October 6, 1998 -- The Loewen Group, Inc. (NYSE, TSE, MSE: LWN) today announced the formation by its Board of Directors of a Special Committee of independent, outside directors to supervise the Company's previously announced process for maximizing shareholder value. The Special Committee will be chaired by The Right Honorable John N. Turner, former Prime Minister of Canada, and will include Mr. Charles B. Loewen, Mr. James D. McLennan, and Mr. Robert B. Lundgren. The Special Committee will work closely with the Company's investment bankers, Salomon Smith Barney, in evaluating the alternatives available to the Company. Speaking on behalf of the Special Committee, Mr. Turner stated, "It is imperative that The Loewen Group take decisive action to maximize the value of our shareholders' investments. The Committee 2 will take an active and primary role in evaluating and acting upon the choices facing the Company." Chairman and CEO Raymond L. Loewen stated, "I welcome the appointment of the Special Committee. Its members bring to this process both a strong commitment to maximizing shareholder value and extensive experience that will be extraordinarily beneficial to the Company and its shareholders as the Company considers its alternatives." SPECIAL COMMITTEE ACTIONS Mr. Turner announced that the Special Committee has appointed Robert B. Lundgren, one of its members, as Committee Executive Director. In this capacity, Mr. Lundgren, on behalf of the Committee, will work on a full-time basis, directing the shareholder value maximization process, a process which is already well advanced. During that process, senior management of the Company will report to Mr. Lundgren. Mr. Lundgren was Chief Financial Officer of the Company from 1984 until September, 1993, a period of sustained, profitable growth for the Company. Mr. Lundgren has been a director of the Company since 1986 when the Company went public. NEW BOARD APPOINTMENTS CONTEMPLATED In connection with the formation of the Special Committee, Loewen's Board of Directors, by unanimous vote, also has initiated a search for two new independent directors. The current management directors on the Company's Board of Directors, other than Chairman Raymond L. Loewen, will retire as requested, but no later than the Company's next Annual General Meeting. The management directors who are expected to retire from the Loewen Board of Directors are Mr. Timothy Hogenkamp, Chairman of the Board of Loewen Group International Inc., the Company's subsidiary in the United States, Mr. Lawrence Miller, and Mr. Paul Wagler, Executive Vice President and Chief Financial Officer. THIRD QUARTER PRELIMINARY EARNINGS REVIEW Loewen reported, based upon preliminary information, that third quarter earnings are expected to be significantly below consensus analyst forecasts for the Company. The Company expects to report its third quarter results on or about November 5, 1998. The Loewen Group Inc. is the second largest funeral home and cemetery operator in North America. The Company employs approximately 16,000 people and owns or operates more than 1,100 funeral homes and over 500 cemeteries across the United States, Canada, and the United Kingdom. Over 90 percent of the Company's revenue is derived from the United States. # # # Note: Certain of the statements contained in the press release, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company's management, and the Company's assumptions regarding such performance and plans, are forward-looking in nature. Additional information concerning important factors that could cause actual results to differ from the forward-looking information contained in this release is included in the Company's publicly filed quarterly and annual reports. -----END PRIVACY-ENHANCED MESSAGE-----