-----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, C5FyrdZmi1OvbdxSRibVB9WIqc5RChXcYue46tY8bWIVEoLCGrd/aFcWJKHScA4E Oro4B6ChBrovpHpVioz3mA== 0000897423-98-000251.txt : 19981014 0000897423-98-000251.hdr.sgml : 19981014 ACCESSION NUMBER: 0000897423-98-000251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 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/A SEC ACT: SEC FILE NUMBER: 005-43525 FILM NUMBER: 98723999 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/A 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/A 1 THE LOEWEN GROUP INC. SCHEDULE 13D, AMEND. NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) September 8, 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(e), 13d-1(f) or 13d-1(g), 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 6,656,667 shares, which constitutes approximately 9.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 73,989,308 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: 6,656,667 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,656,400 (1)(2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,656,667 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 9.0% 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 6,656,667 of these shares and sole voting and dispositive power over 3,134,053 of these shares pursuant to an account management agreement with Ontario Teachers' Pension Plan Board and sole voting and dispositive power over 522,347 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 3,134,053 of such shares and Tundra Investors, L.P. has no beneficial ownership over any of the 522,347 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: 3,000,267 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,000,267 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.1% 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. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated July 23, 1998, as amended by Amendment No. 1 dated September 1, 1998 (the "Schedule 13D"), relating to the Common Stock, no par value (the "Stock"), of The Loewen Group Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: 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 $133,163,400.20(2) (1) TMI has not expended any of its funds for purchases of the shares of Stock reported herein. 522,347 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 $10,735,122.12 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 through 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 Item 4 is hereby amended by adding at the end thereof the following: Over the past several months the Reporting Persons have recommended to the Issuer on numerous occasions that it consider having greater shareholder representation on its Board of Directors. The Reporting Persons have also previously stated that they strongly supported the Issuer's decision to retain a financial advisor to maximize shareholder value. In light of the Issuer's recent announcement about its continued disappointing performance and the resignation of founder and Chief Executive Officer Ray Loewen, the Reporting Persons believe that the time has definitely now come for shareholders to have a more direct and meaningful voice in determining the future of the Issuer. The Reporting Persons have accordingly formally requested a seat on the Issuer's Board of Directors. They made their request in a telephone conference on Friday, October 9, 1998 with the Right Honorable John N. Turner, Chairman of the recently formed Special Committee of the Board of Directors. 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. Item 5 is hereby amended and restated in its entirety as follows: (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 6,134,320. 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 522,347, which, together with the 6,134,320 shares it owns beneficially pursuant to the account management agreement with Teachers, constitutes approximately 9.0% 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 3,000,267, which constitutes approximately 4.1% 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 6,656,667 shares of the Stock, which constitutes approximately 9.0% 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 6,134,320 shares of the Stock, and the sole power to dispose or to direct the disposition of 3,134,053 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 522,347 shares of the Stock. Teachers Teachers has the sole power to dispose or to direct the disposition of 3,000,267 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 6,656,667 shares of the Stock and the sole power to dispose or to direct the disposition of 3,656,400 shares of the Stock. (c) Since the last 13D filing, 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 OR SOLD SHARE Teachers(1) 09-08-98 1,800 (S) $ 14.09 Teachers(1) 09-08-98 6,000 (S) 14.01 Teachers(1) 09-30-98 12,600 (S) 14.65 Teachers(1) 10-07-98 16,600 (P) 8.89 Teachers(1) 10-07-98 26,000 (P) 8.91 Teachers(1) 10-07-98 58,400 (P) 9.03 Teachers(1) 10-07-98 8,300 (P) 8.49 Teachers(1) 10-07-98 53,700 (P) 8.95 Teachers(1) 10-07-98 8,400 (P) 8.89 Teachers(1) 10-07-98 13,000 (P) 8.91 Teachers(1) 10-07-98 29,100 (P) 9.03 Teachers(1) 10-07-98 4,200 (P) 8.49 Teachers(1) 10-07-98 26,800 (P) 8.95 Teachers(2) 10-07-98 75,000 (P) 9.02 Teachers(2) 10-07-98 69,000 (P) 8.94 Teachers(2) 10-07-98 10,714 (P) 8.49 Teachers(2) 10-07-98 85,714 (P) 8.44 Tundra (3) 10-07-98 12,500 (P) 9.02 Tundra (3) 10-07-98 11,500 (P) 8.94 Tundra (3) 10-07-98 1,786 (P) 8.49 Tundra (3) 10-07-98 14,286 (P) 8.44 Teachers(1) 10-08-98 45,400 (P) 7.52 Teachers(1) 10-08-98 18,200 (P) 7.31 Teachers(1) 10-08-98 18,200 (P) 7.63 Teachers(1) 10-08-98 18,200 (P) 7.31 Teachers(2) 10-08-98 27,257 (P) 7.63 Teachers(2) 10-08-98 27,257 (P) 7.31 Teachers(2) 10-08-98 27,257 (P) 7.31 Teachers(2) 10-08-98 68,229 (P) 7.53 Tundra (3) 10-08-98 4,543 (P) 7.63 Tundra (3) 10-08-98 4,543 (P) 7.31 Tundra (3) 10-08-98 4,543 (P) 7.31 Tundra (3) 10-08-98 11,371 (P) 7.53 Teachers(2) 10-12-98 162,857 (P) 8.80 Teachers(2) 10-12-98 75,771 (P) 9.25 Teachers(2) 10-12-98 9,943 (P) 9.37 Tundra (3) 10-12-98 27,143 (P) 8.80 Tundra (3) 10-12-98 12,629 (P) 9.25 Tundra (3) 10-12-98 1,657 (P) 9.37 (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 since the last 13D filing. (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 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. 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: September 13, 1998 TMI-FW, INC. By: /s/ W.R. Cotham W.R. Cotham, Vice President ONTARIO TEACHERS' PENSION PLAN BOARD, an Ontario, Canada corporation By: /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: CLAUDE LAMOUREUX (1) (1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Claude Lamoureux previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed -----END PRIVACY-ENHANCED MESSAGE-----