-----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, GRIHk4EyzgMfoFsgebD7Jd+BX8faIwI0AIgYEQ+chAHFoVb0HefgOz22SoS4tIMM GVwRwnkPDdeuuk+enxDYpw== 0000891020-99-000004.txt : 19990105 0000891020-99-000004.hdr.sgml : 19990105 ACCESSION NUMBER: 0000891020-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990104 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: 99500330 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 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) December 17, 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 7 2 ITEM 5. OTHER EVENTS. On December 17, 1998, The Loewen Group Inc. ("Loewen" or the "Company") announced the appointment of Thomas M. Taylor, John S. Lacey and William R. Riedl as directors of the Company. Reference is made to the press release filed as Exhibit 99 hereto. The information set forth in Exhibit 99 is hereby incorporated by reference. In connection with Mr. Taylor's appointment, Mr. Taylor and TMI-FW, Inc., a corporation controlled by Mr. Taylor (collectively, the "Investors") entered into a standstill agreement (the "Standstill Agreement"). The investors own, in the aggregate, 9.8% of the Loewen Common shares outstanding. The Standstill Agreement provides, among other things, that from December 17 through the first business day following Loewen's 1999 annual general meeting of shareholders, the Investors and their affiliates and representatives will not (1) participate in or nominate candidates for the election of directors of the Company, (2) participate in a proxy solicitation or group with respect to, or seek to influence the voting of, Loewen's voting securities, or (3) propose a matter for submission to a vote of or seek to convene a meeting of the Loewen shareholders. Loewen is currently negotiating and expects to enter into a similar standstill agreement with Canadian Imperial Bank of Commerce, which currently holds approximately 13.59% of the Company's outstanding Common shares. Reference is made to the Standstill Agreement filed as Exhibit 4.1 hereto. The information set forth in Exhibit 4.1 is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description ---------- ----------- Exhibit 99 The Loewen Group Inc. Press Release dated December 17, 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: December 30, 1998 THE LOEWEN GROUP INC. By: /s/ BRADLEY D. STAM ---------------------------------- Name: Bradley D. Stam Title: Senior Vice President, Law 3 EXHIBIT INDEX
Sequential Number Exhibit Page Number - ------ ------- ----------- 99 The Loewen Group Inc. 4 Press Release dated December 17, 1998 4.1 Standstill Agreement 6
EX-4.1 2 STANDSTILL AGREEMENT 1 AGREEMENT THIS AGREEMENT, dated as of December __, 1998 (this "Agreement"), is made by and among The Loewen Group Inc., a British Columbia, Canada corporation ("Loewen"), and TMI-FW, Inc., a Texas corporation, and Thomas M. Taylor (collectively, the "Shareholders"). WHEREAS, the Shareholders currently beneficially own, in the aggregate, approximately 9.6% of Loewen's outstanding Common shares, without par value (the "Common Shares"); WHEREAS, in response to the request of the Shareholders, Loewen has added Thomas M. Taylor to the Board of Directors of Loewen for a term expiring at Loewen's Annual General Meeting to be held in 2001; NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Loewen and the Shareholders agree as follows: 1. Standstill Agreement. During the period beginning on the date of this Agreement and ending on the next business day following Loewen's Annual General Meeting Of Shareholders in 1999 (the "Term"), except as specifically requested in writing by Loewen, neither the Shareholders, in their capacity as shareholders of Loewen, nor any of their respective Representatives or affiliates will, directly or indirectly, (a) make, or in any way participate in, any solicitation of proxies (including by the execution of action by written consent) with respect to any securities of Loewen entitled to be voted generally in the election of directors, including Common Shares ("Voting Securities"), (b) become a participant in any election contest with respect to Loewen or nominate candidates for election or appointment as Directors of Loewen, (c) seek to influence any person with respect to the voting of any Voting Securities, (d) form or join any "group" or in any way participate in any "group", other than the group in which the Shareholders participate on the date of this Agreement, with respect to any Voting Securities, (e) propose any matter for submission to a vote of shareholders of Loewen or seek to convene a special meeting of the shareholders of Loewen, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Loewen, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Loewen that could reasonably be expected to require Loewen to make a public announcement regarding (1) such initiative or (2) any of the activities referred to in this paragraph. 2. General Provisions. This Agreement, any amendment to this Agreement, or any waiver of rights or any notice or consent hereunder will be operative for purposes of this Agreement only if it is in writing and is signed by the party against whom enforcement is sought. This Agreement may be executed in multiple counterparts, each of which will be deemed an original for all purposes and all of which will constitute a single instrument. Each of the parties 2 acknowledges that the other parties may be irreparably injured by any violation of the terms of this Agreement; accordingly, any party alleging a violation will be entitled to seek specific performance and injunctive relief as remedies for any violation, in addition to all other remedies available at law or equity. No failure or delay by Loewen in exercising any right under this Agreement will operate as a waiver of such right. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to the principles of conflict of laws thereof. 3. Certain Definitions. As used in this Agreement, (a) the terms "affiliate," "beneficially own," "election contest," "group," "participant," "person," "proxy," "security," and "solicitation" (and the plurals thereof) will be ascribed a meaning no less broad than the broadest definition or meaning of such terms under the United States Securities Exchange Act of 1934, as amended, or the Securities Act (British Columbia) and the respective rules and regulations promulgated thereunder and (b) any director, officer, employee, agent, lender, partner or representative of a party, including, without limitation, any accountant, consultant, attorney or financial advisor engaged by any party, is herein referred to as a "Representative" of such party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its duly authorized officers under seal as of the day and year first above written. THE LOEWEN GROUP INC. By: -------------------------------- Name: Title: TMI-FW, INC. By: -------------------------------- Name: Title: ----------------------------------- THOMAS M. TAYLOR EX-99 3 EXHIBIT 99 PRESS RELEASE 1 THE LOEWEN GROUP INC. - -------------------------------------------------------------------------------- (NYSE, TSE, ME: LWN) NEWS Contact: Thomas C. Franco Broadgate Consultants, Inc. Tel: (212) 232-2222 FOR IMMEDIATE RELEASE THREE NEW DIRECTORS NAMED TO LOEWEN GROUP BOARD VANCOUVER, BC, December 17, 1998 -- The Loewen Group Inc. (NYSE, TSE, ME: LWN) announced today the election of three new outside directors to the Company's Board of Directors. The new directors are: Thomas M. Taylor, President of TMI-FW, Inc.; John S. Lacey, most recently President and Chief Executive Officer of The Oshawa Group; and William R. Riedl, President of Fairvest Securities Corporation. Mr. Lacey was also elected to the Special Committee of the Board of Directors which is continuing to examine all strategic alternatives for maximizing shareholder value. Thomas M. Taylor is President of Thomas M. Taylor & Co. and TMI-FW, Inc., investment consulting firms that provide services to Tundra Investors L.P., certain other entities associated with certain members of the Bass family of Fort Worth, Texas and Ontario Teachers' Pension Plan Board. Mr. Taylor is also a director of Agrium, Inc., Encal Energy Limited, John Wiley & Sons, Kirby Corporation, MacMillan Bloedel Limited, Meditrust Companies and Moore Corporation Limited. John S. Lacey is an experienced executive who has held a number of senior management positions. He most recently served as President and Chief Executive Officer of The Oshawa Group. The Oshawa Group owns Agora Food Merchants (Canada's largest food retail franchiser) and SERCA Foodservice Inc. (Canada's only national foodservice wholesaler). Prior to his service at the The Oshawa Group, Mr. Lacey was President and CEO of Western International 2 Communications Ltd. (WIC), a leading Canadian broadcast, communications and entertainment company. William R. Riedl has been President and Chief Executive Officer of Fairvest Securities Corporation, an institutional stock brokerage firm, since 1991. Mr. Riedl is currently a director of the Investment Dealers Association of Canada and Chairperson of the Board of Directors of the Yonge Street Mission. Speaking on behalf of the Loewen Group Board's Director Search Committee, John N. Turner, who is also chairman of the Special Committee of the Board, stated, "We welcome the counsel and experience the three new outside directors bring to the Board as we continue our efforts to consider all strategies to maximize shareholder value." The three new outside directors replace three inside directors of the Company who retired today from the Board as part of the Board's previously announced policy of keeping the size of the Board at a practical level while, at the same time, increasing the number of outside directors. The retiring directors are Loewen Group employees Timothy R. Hogenkamp, Paul Wagler and Larry Miller all of whom will continue in their present non-Director roles with the Company. 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. The Loewen Group's website is located at http://www.loewengroup.com # # # -----END PRIVACY-ENHANCED MESSAGE-----