-----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, R1T7gtFRLx0RsYt8A+2jq7Ibu7K5tX+plupwl/SDrwQieyNulv4fP483IKNQoUdg t06x2LT7F7aSjNwRNFRGuQ== 0000897423-98-000162.txt : 19980729 0000897423-98-000162.hdr.sgml : 19980729 ACCESSION NUMBER: 0000897423-98-000162 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980727 SROS: NYSE GROUP MEMBERS: ONTARIO TEACHERS' PENSION PLAN BOARD GROUP MEMBERS: TMI FW INC GROUP MEMBERS: TMI-FW, INC. SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-43525 FILM NUMBER: 98672005 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TMI FW INC CENTRAL INDEX KEY: 0001027139 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752599520 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 THE LOEWEN GROUP INC. SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* The Loewen Group Inc. (Name of Issuer) Common Shares, No Par Value (Title of Class of Securities) 54042L10# (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 4,660,267 shares, which constitutes approximately 6.3% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 73,949,632 shares outstanding. 1. Name of Reporting Person: TMI-FW, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 4,660,267 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,411,400 (1)(2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,660,267 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.3% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Thomas M. Taylor. (2) The shares were purchased by Ontario Teachers' Pension Plan Board and Tundra Investors, L.P. TMI-FW, Inc. has sole voting power over 4,660,267 of these shares and sole voting and dispositive power over 2,066,911 of these shares pursuant to an account management agreement with Ontario Teachers' Pension Plan Board and sole voting and dispositive power over 344,489 of these shares pursuant to an account management agreement with Tundra Investors, L.P. Accordingly, Ontario Teachers' Pension Plan Board has no beneficial ownership over 2,066,911 of such shares and Tundra Investors, L.P. has no beneficial ownership over any of the 344,489 shares held in its account with TMI-FW, Inc. 1. Name of Reporting Person: Ontario Teachers' Pension Plan Board 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00-Other 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Ontario, Canada 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,248,867 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,248,867 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 3.0% 14. Type of Reporting Person: CO - ---------- (1) Pursuant to an account management agreement with TMI-FW, Inc., TMI-FW, Inc. has sole voting power over these shares. Item 1. SECURITY AND ISSUER. This statement relates to shares of the Common Shares, no par value (the "Stock"), of The Loewen Group Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 4126 Norland Avenue, Burnaby, British Columbia, Canada V5G 3S8. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf of TMI-FW, Inc., a Texas corporation ("TMI") and Ontario Teachers' Pension Plan Board, an Ontario, Canada corporation ("Teachers"). TMI and Teachers are sometimes hereinafter collectively referred to as the "Reporting Persons." Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to Thomas M. Taylor ("TMT"), (the "Controlling Person"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. The Reporting Persons and the Controlling Person are sometimes hereinafter collectively referred to as the "Item 2 Persons." (b)-(c) TMI TMI is a Texas corporation, the principal business of which is providing investment consulting services to third parties. The principal business address of TMI, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of TMI are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Thomas M. Taylor 201 Main Street President of Thomas Suite 3200 M. Taylor & Co. Fort Worth, Texas 76102 ("Taylor & Co.") W. R. Cotham 201 Main Street Vice President/ Suite 2600 Controller of Fort Worth, Texas 76102 Bass Enterprises Production Co. ("BEPCO") William O. 201 Main Street Senior Information/ Reimann IV Suite 3200 Compliance Officer of Fort Worth, Texas 76102 Taylor & Co. Taylor & Co. is a Texas corporation, the principal business of which is the rendering of investment consulting services to third parties. The principal business address of Taylor & Co., which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. BEPCO is a Texas corporation, the principal business of which is oil exploration and drilling and producing hydrocarbons. The principal address of BEPCO, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. TMT See answers above. Teachers Teachers is an Ontario, Canada corporation, the principal business of which is the administration of a pension plan and management of a pension fund for Ontario teachers. The principal business address of Teachers, which also serves as its principal office, is 5650 Yonge Street, 5th Floor, North York, Ontario M2M 4H5. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Teachers are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Claude Lamoureux 5650 Yonge Street President and Chief Executive 5th Floor Officer of Teachers North York, Ontario M2M 4H5 Ted Medland 121 King Street West Retired Financial Executive (ChairPerson) Suite 2525 Toronto, Ontario M5H 3T9 Jalynn Bennett 247 Davenport Rd. President of Jalynn H. Bennett (Director) Suite 303 Associates, a strategic plan- Toronto, Ontario ning consulting firm whose M5R 1J9 principal business address and office are the same as for Ms. Bennett. David Lennox 5160 Orbitor Drive Secretary for Ontario Public School (Director) Mississauga, Ontario Teachers' Federation, a teachers' L4W 5H2 union whose principal business address and office are the same as for Mr. Lennox. Ann Finlayson 440 Markham Street Self-employed journalist, speaker, (Director) Toronto, Ontario freelance editor and consultant M6G 2L2 Lucy Greene 150 King Street West Human Resources Executive for Sun (Director) 4th Floor Life Assurance Company of Canada, Sunlife Centre a life insurance company whose Toronto, Ontario principal business address and M5H 1J9 office are the same as for Ms. Greene. Robin Korthals 121 King Street West Retired Financial Executive (Director) Suite 2525 Toronto, Ontario M5H 3T9 Geof Clarkson P.O. Box 251 Retired Partner with Ernst & Young (Director) Toronto-Dominion Centre Toronto, Ontario M5K 1J7 Gary Porter 820-439 University Ave. Self-employed Chartered Accountant (Director) Toronto, Ontario M5G 1Y8 Roger Wilson 68 Heath Street East Barrister for Fasken, Campbell, (Director) Toronto, Ontario Godfrey, Barristers & Solicitors. M4T 1S3 (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of TMT and the other executive officers of TMI-FW, Inc. are citizens of the United States of America. Each of Claude Lamoureux and the directors of Teachers are citizens of Canada. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS TMI Not Applicable (1) Not Applicable (1) Teachers Pension Fund Assets $110,484,922.52(2) (1) TMI has not expended any of its funds for purchases of the shares of Stock reported herein. 344,489 shares of the Stock were purchased on behalf of Tundra Investors, L.P. ("Tundra") and are held in an account managed by TMI (the "Tundra Account") over which TMI has sole dispositive and sole voting power pursuant to an account management agreement with Tundra. TMI expended $8,780,403.30 of Tundra's partnership contributions to purchase such shares, which represents the U.S. dollar equivalent as of the date of each purchase. (2) This figure represents the total amount expended by Teachers for all purchases of shares of the Stock, including those held in an account managed by TMI on behalf of Teachers (the "Teachers Account") in which TMI has sole beneficial ownership pursuant to an account management agreement with Teachers. For shares purchased directly by Teachers on or before July 22, 1998, Canadian dollars are converted to U.S. dollars based on the exchange rate for July 22, 1998 (1.4952); for shares purchased directly by Teachers after July 22, 1998, Canadian dollars are converted to U.S. dollars based on the exchange rate in effect on the date of the purchase. For shares purchased by TMI for the Teachers Account, Canadian dollars are converted to U.S. dollars based on the exchange rate in effect for the date of the purchase. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons have recently had several meetings with management of the Issuer and strongly support the Issuer's decision to retain a financial advisor to weigh alternatives and maximize shareholder value. The Reporting Persons also expect to continue to have meetings and discussions with management of the Issuer concerning the value maximization process as well as various operational and financial aspects of the Issuer's business. The Reporting Persons, moreover, intend to have discussions with directors and other shareholders of the Issuer concerning the foregoing. The Reporting Persons acquired and continue to hold the shares of the Stock reported herein for investment purposes. Depending on market conditions and other factors that each of the Reporting Persons may deem material to its investment decision, such Reporting Person may purchase additional shares of the Stock in the open market or in private transactions. Depending on these same factors, such Reporting Person may sell all or a portion of the shares of the Stock that it now owns or hereafter may acquire on the open market or in private transactions. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Reporting Persons TMI Pursuant to an account management agreement with Teachers, the aggregate number of shares that TMI owns beneficially, pursuant to Rule 13d-3 of the Act, is 4,315,778. Pursuant to an account management agreement with Tundra, the aggregate number of shares that TMI owns beneficially, pursuant to Rule 13d-3 of the Act, is 344,489, which, together with the 4,315,778 shares it owns beneficially pursuant to the account management agreement with Teachers, constitutes approximately 6.3% of the outstanding shares of the Stock. Teachers The aggregate number of shares of the Stock that Teachers owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,248,867, which constitutes approximately 3.0% of the outstanding shares of the Stock. Controlling Person TMT Because of his position as the President and sole stockholder of TMI, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,660,267 shares of the Stock, which constitutes approximately 6.3% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) Reporting Persons TMI Pursuant to an account management agreement with Teachers, and acting through its President and sole stockholder, TMT, TMI has the sole power to vote or to direct the vote of 4,315,778 shares of the Stock, and the sole power to dispose or to direct the disposition of 2,066,911 shares of the Stock. Pursuant to an account management agreement with Tundra, and acting through its President and sole stockholder, TMT, TMI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 344,489 shares of the Stock. Teachers Teachers has the sole power to dispose or to direct the disposition of 2,248,867 shares of the Stock. Teachers has no power to vote or direct the vote of any shares of the Stock. Controlling Person TMT As the President and sole stockholder of TMI, TMT has the sole power to vote or to direct the vote of 4,660,267 shares of the Stock and the sole power to dispose or to direct the disposition of 2,411,400 shares of the Stock. (c) During the past 60 days, the following Persons have purchased or sold shares of the Stock in transactions on the Toronto Stock Exchange and the New York Stock Exchange, as follows: NO. OF SHARES PRICE PER PERSON DATE PURCHASED AND SOLD SHARE Teachers(1) 05-28-98 15,000 (S) 25.91 Teachers(1) 05-28-98 30,000 (S) 25.96 Teachers(1) 05-28-98 5,000 (S) 25.93 Teachers(1) 06-10-98 5,000 (P) 27.40 Teachers(1) 06-10-98 20,000 (P) 27.44 Teachers(1) 06-11-98 13,500 (P) 27.18 Teachers(1) 06-12-98 4,000 (P) 26.61 Teachers(2) 07-01-98 91,714 (P) 26.55 Tundra (3) 07-01-98 15,286 (P) 26.55 Teachers(2) 07-01-98 19,200 (P) 26.47 Tundra (3) 07-01-98 3,200 (P) 26.47 Teachers(2) 07-02-98 85,714 (P) 26.66 Tundra (3) 07-02-98 14,286 (P) 26.66 Teachers(2) 07-02-98 92,571 (P) 26.55 Tundra (3) 07-02-98 15,429 (P) 26.55 Teachers(1) 07-06-98 45,000 (S) 25.75 Teachers(2) 07-06-98 38,571 (P) 26.15 Tundra (3) 07-06-98 6,429 (P) 26.15 Teachers(2) 07-06-98 2,571 (P) 26.17 Tundra (3) 07-06-98 429 (P) 26.17 Teachers(2) 07-06-98 18,857 (P) 26.13 Tundra (3) 07-06-98 3,143 (P) 26.13 Teachers(2) 07-06-98 429 (P) 26.17 Tundra (3) 07-06-98 71 (P) 26.17 Teachers(2) 07-06-98 2,571 (P) 26.10 Tundra (3) 07-06-98 429 (P) 26.10 Teachers(2) 07-06-98 23,400 (P) 26.22 Tundra (3) 07-06-98 3,900 (P) 26.22 Teachers(2) 07-07-98 128,571 (P) 26.30 Tundra (3) 07-07-98 21,429 (P) 26.30 Teachers(2) 07-07-98 64,286 (P) 26.17 Tundra (3) 07-07-98 10,714 (P) 26.17 Teachers(2) 07-08-98 85,714 (P) 26.54 Tundra (3) 07-08-98 14,286 (P) 26.54 Teachers(2) 07-09-98 129,600 (P) 26.55 Tundra (3) 07-09-98 21,600 (P) 26.55 Teachers(2) 07-09-98 6,514 (P) 26.34 Tundra (3) 07-09-98 1,086 (P) 26.34 Teachers(2) 07-09-98 42,857 (P) 26.55 Tundra (3) 07-09-98 7,143 (P) 26.55 Teachers(2) 07-10-98 21,257 (P) 26.56 Tundra (3) 07-10-98 3,543 (P) 26.56 Teachers(2) 07-13-98 12,857 (P) 26.48 Tundra (3) 07-13-98 2,143 (P) 26.48 Teachers(2) 07-13-98 6,514 (P) 26.51 Tundra (3) 07-13-98 1,086 (P) 26.51 Teachers(2) 07-13-98 107,143 (P) 26.59 Tundra (3) 07-13-98 17,857 (P) 26.59 Teachers(2) 07-13-98 4,800 (P) 26.48 Tundra (3) 07-13-98 800 (P) 26.48 Teachers(2) 07-14-98 21,429 (P) 26.43 Tundra (3) 07-14-98 3,571 (P) 26.43 Teachers(2) 07-17-98 85,714 (P) 25.81 Tundra (3) 07-17-98 14,286 (P) 25.81 Teachers(2) 07-20-98 14,571 (P) 25.25 Tundra (3) 07-20-98 2,429 (P) 25.25 Teachers(2) 07-20-98 6,857 (P) 25.21 Tundra (3) 07-20-98 1,143 (P) 25.21 Teachers(2) 07-21-98 42,857 (P) 25.06 Tundra (3) 07-21-98 7,143 (P) 25.06 Teachers(1) 07-23-98 512,600 (P) 20.72 Teachers(2) 07-23-98 63,429 (P) 20.12 Tundra (3) 07-23-98 10,571 (P) 20.13 Teachers(2) 07-23-98 14,357 (P) 20.56 Tundra (3) 07-23-98 2,393 (P) 20.56 Teachers(2) 07-23-98 21,429 (P) 20.81 Tundra (3) 07-23-98 3,571 (P) 20.81 Teachers(2) 07-23-98 227,357 (P) 20.76 Tundra (3) 07-23-98 37,893 (P) 20.76 Teachers(2) 07-23-98 32,143 (P) 21.30 Tundra (3) 07-23-98 5,357 (P) 21.30 Teachers(2) 07-23-98 21,429 (P) 21.00 Tundra (3) 07-23-98 3,571 (P) 21.00 Teachers(2) 07-23-98 10,714 (P) 19.83 Tundra (3) 07-23-98 1,786 (P) 19.83 Teachers(2) 07-23-98 51,429 (P) 20.76 Tundra (3) 07-23-98 8,571 (P) 20.76 Teachers(2) 07-23-98 2,914 (P) 20.65 Tundra (3) 07-23-98 486 (P) 20.65 Teachers(1) 07-24-98 1,800 (S) 21.35 Teachers(2) 07-24-98 4,286 (P) 21.87 Tundra (3) 07-24-98 714 (P) 21.87 (1) Shares were purchased with Canadian dollars. The price per share listed reflects the U.S. dollar equivalent on the date of the transaction. (2) The shares were purchased on behalf of Teachers in the Teachers Account over which TMI has sole voting and dispositive power. Accordingly, Teachers has no beneficial ownership in any of such shares. Shares were purchased with Canadian or U.S. dollars. In the case of purchases in Canadian dollars, the price per share listed reflects the U.S. dollar equivalent on the date of the transaction. (3) The shares were purchased on behalf of Tundra in the Tundra Account over which TMI has sole voting and dispositive power. Accordingly, Tundra has no beneficial ownership in any of such shares. Shares were purchased with Canadian or U.S. dollars. In the case of purchases in Canadian dollars, the price per share listed reflects the U.S. dollar equivalent on the date of the transaction. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock during the past 60 days. (d) Except as set forth herein, each of the Item 2 Persons affirms that no person other than such Item 2 Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Item 2 Person. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth herein or in the Exhibits to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii). After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 27, 1998 TMI-FW, INC. By: /s/ William O. Reimann, IV William O. Reimann, IV Vice President ONTARIO TEACHERS' PENSION PLAN BOARD, an Ontario, Canada corporation By: /s/ Jane Beatty Jane Beatty Legal Counsel, Investments EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith EX-99.1 2 JOINT FILING AGRMT AND POWER OF ATTORNEY FOR SCHED. 13D Exhibit 99.1 1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that the each person whose signature appears below constitutes and appoints W. Robert Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D, and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of The Loewen Group Inc. and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATED: July 27, 1998 TMI-FW, INC. By: /s/ William O. Reimann, IV William O. Reimann, IV Vice President ONTARIO TEACHERS' PENSION PLAN BOARD, an Ontario, Canada corporation By: /s/ Jane Beatty Jane Beatty, Legal Counsel, Investments -----END PRIVACY-ENHANCED MESSAGE-----