-----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, Ur7535uoCz+ct7qB77n2fIWSxS4ggN+VlAefevv69IaCSHbB56mfRQvuiIDsk3ab SKknN2SBdPbRHRVjkwYNWA== 0000898430-96-002949.txt : 19960629 0000898430-96-002949.hdr.sgml : 19960629 ACCESSION NUMBER: 0000898430-96-002949 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19960627 EFFECTIVENESS DATE: 19960716 SROS: NONE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07033 FILM NUMBER: 96587338 BUSINESS ADDRESS: STREET 1: 4126 NORLAND AVE CITY: BURNABY BC CANADA V5 STATE: A1 BUSINESS PHONE: 6042999321 MAIL ADDRESS: STREET 1: 4126 NORLAND AVE STREET 2: BRITISH COLUMIA CITY: BURNABY V5G 3S8 STATE: A1 S-8 1 EMPLOYEE STOCK OPTION PLAN As filed with the Securities and Exchange Commission on June 27, 1996 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------------------ THE LOEWEN GROUP INC. (Exact name of registrant as specified in its charter) BRITISH COLUMBIA, 98-0121376 CANADA (I.R.S. Employer (State or other jurisdiction of Identification No.) incorporation or organization) 4126 NORLAND AVENUE BURNABY, BRITISH COLUMBIA, CANADA V5G 3S8 (604) 299-9321 (Address, including zip code, and telephone number, including area code, of principal executive offices) EMPLOYEE STOCK OPTION PLAN (UNITED STATES) (Full title of the plan) TIMOTHY R. HOGENKAMP THE LOEWEN GROUP, INC. 50 EAST RIVERCENTER BOULEVARD, SUITE 800 COVINGTON, KENTUCKY 41011 (606) 431-6663 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPIES TO: MICHELLE L. JOHNSON, ESQ. THELEN, MARRIN, JOHNSON & BRIDGES TWO EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CALIFORNIA 94111-3995 (415) 392-6320
- ----------------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum aggregate Amount of registered (1) registered (2) offering price per share (3) offering price (3) registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Common shares without par 650,000 $29.3125 $19,053,125 $6,570.04 value - -----------------------------------------------------------------------------------------------------------------------------------
(1) The Common shares without par value of the registrant ("Common Shares") are subject to the Shareholder Protection Rights Plan dated April 20, 1990, as amended, pursuant to which each issued and outstanding Common Share is accompanied by a right that entitles the holder to purchase one additional Common Share upon the occurrence of certain events involving an actual or potential change in control of the registrant. (2) The maximum number of additional Common Shares to be offered under the Employee Stock Option Plan (United States) (the "Plan"). Does not include 2,150,000 previously registered Common Shares offered or to be offered under the Plan. (3) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. The above calculation is based on the average of the reported high and low prices of the Common Shares on the Nasdaq National Market on June 24, 1996. ================================================================================ INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE This Registration Statement is filed to register additional Common shares without par value ("Common Shares") of The Loewen Group Inc. (the "Registrant") to be offered pursuant to the Registrant's Employee Stock Option Plan (United States) (the "Option Plan"). A Form S-8 Registration Statement with respect to 1,600,000 Common Shares to be issued pursuant to the Option Plan and the Company's Employee Share Purchase Plan (United States) (File No. 33-42892) was filed by the Registrant on September 23, 1991; a Form S-8 Registration Statement with respect to 1,350,000 Common Shares to be issued pursuant to the Option Plan (File No. 33-79604) was filed by the Registrant on June 1, 1994; and a Form S-8 Registration Statement with respect to 600,000 Common Shares to be issued pursuant to the Option Plan (File No. 33-95496) was filed by the Registrant on August 7, 1995. Except for Part II, Item 3, which is set forth below, the contents of such earlier Registration Statements are hereby incorporated by reference. PART II Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant are specifically incorporated by reference herein and form an integral part of this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended on Form 10-K/A filed June 20, 1996 (File No. 0- 18429); (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the registrant document referred to in (a) above; and (c) The description of the Common Shares contained in a Registration Statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and other documents (except that no document shall be deemed to be incorporated by reference if filed after the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold). 2 EXHIBITS The following opinion, consents and powers of attorney are provided as exhibits to this Registration Statement: Number Exhibit ------ ------- 5 Opinion of Counsel 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of KPMG Peat Marwick Thorne 23.3 Consent of Price Waterhouse LLP 23.4 Consent of Richter, Usher & Vineberg 23.5 Consent of Altschuler, Melvion and Glasser LLP 23.6 Consent of Keith J. Schulte Accountancy 23.7 Consent of Hirsch, Oelbaum, Bram & Hanover 23.8 Consent of KPMG Peat Marwick LLP 24 Power of Attorney (included on the signature pages to this Registration Statement) 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, The Loewen Group Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burnaby, Province of British Columbia, Canada, on this 26th day of June, 1996. THE LOEWEN GROUP INC. By: /s/ Raymond L. Loewen --------------------- Raymond L. Loewen Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) 4 POWER OF ATTORNEY Each person whose signature appears below hereby appoints Raymond L. Loewen, Paul Wagler and Peter S. Hyndman, and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this Registration Statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in this Registration Statement as the aforesaid attorney-in-fact deems appropriate. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. June 26, 1996 /s/ Raymond L. Loewen -------------- --------------------- Date Raymond L. Loewen Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) June 26, 1996 /s/ Timothy R. Hogenkamp -------------- ------------------------ Date Timothy R. Hogenkamp President, Chief Operating Officer and Director (Principal Executive Officer) June 26, 1996 /s/ A.M. Bruce Watson -------------- --------------------- Date A.M. Bruce Watson Executive Vice-President and Director (Principal Financial Officer) June 26, 1996 /s/ Peter W. Roberts -------------- -------------------- Date Peter W. Roberts Vice-President, Financial Information Services and Corporate Controller (Principal Accounting Officer) 5 June 26, 1996 /s/ Reverend Kenneth S. Bagnell -------------- ------------------------------- Date Reverend Kenneth S. Bagnell Director June 26, 1996 /s/ The Honorable J. Carter Beese, Jr. -------------- ------------------------------------- Date The Honorable J. Carter Beese, Jr. Director June 26, 1996 /s/ Dr. Earl A. Grollman -------------- ------------------------ Date Dr. Earl A. Grollman Director June 26, 1996 /s/ Senator Harold E. Hughes -------------- ---------------------------- Date Senator Harold E. Hughes Director June 26, 1996 /s/ Peter S. Hyndman -------------- -------------------- Date Peter S. Hyndman Director June 26, 1996 /s/ Albert S. Lineberry, Sr. -------------- ---------------------------- Date Albert S. Lineberry, Sr. Director June 26, 1996 /s/ Charles B. Loewen -------------- --------------------- Date Charles B. Loewen Director June 26, 1996 /s/ Robert B. Lundgren -------------- ---------------------- Date Robert B. Lundgren Director
6 June 26, 1996 /s/ James D. McLennan -------------- --------------------- Date James D. McLennan Director June 26, 1996 /s/ Ernest G. Penner -------------- -------------------- Date Ernest G. Penner Director June 26, 1996 /s/ The Right Honourable John N. Turner -------------- --------------------------------------- Date The Right Honourable John N. Turner, P.C., C.C., Q.C., Director June 26, 1996 /s/ Paul Wagler -------------- --------------- Date Paul Wagler Director
7 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES The undersigned is the Company's authorized representative in the United States. The undersigned hereby appoints Raymond L. Loewen, Paul Wagler and Peter S. Hyndman, and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with authority to execute in the name of such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this Registration Statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact deems appropriate. June 26, 1996 /s/ Timothy R. Hogenkamp ----------------- ------------------------ Date Timothy R. Hogenkamp 8 EXHIBIT INDEX Number Exhibit ------ ------- 5 Opinion of Counsel 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of KPMG Peat Marwick Thorne 23.3 Consent of Price Waterhouse LLP 23.4 Consent of Richter, Usher & Vineberg 23.5 Consent of Altschuler, Melvion and Glasser LLP 23.6 Consent of Keith J. Schulte Accountancy 23.7 Consent of Hirsch, Oelbaum, Bram & Hanover 23.8 Consent of KPMG Peat Marwick LLP 24 Power of Attorney (included on the signature pages to this Registration Statement) EX-5 2 CONSENT OF ATTORNEY EXHIBIT 5 [LETTERHEAD OF THE LOEWEN GROUP INC.] June 26, 1996 The Loewen Group Inc. 4126 Norland Avenue Burnaby, B.C. V5G 3S8 Gentlemen: This opinion is provided in connection with the Form S-8 Registration Statement with respect to 650,000 Common shares without par value of The Loewen Group Inc. ("Common Shares") to be issued pursuant to the Employee Stock Option Plan (United States), as amended (the "Plan"). Please be advised that I am of the opinion that upon the issuance of the Common Shares in the manner contemplated by the Plan, the Common Shares will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Form S-8 Registration Statement. Yours truly, /s/ PETER S. HYNDMAN ----------------------- PETER S. HYNDMAN Vice-President, Law and Corporate Secretary PSH:mik EX-23.2 3 CONSENT OF KPMG PEAT MARWICK THORNE EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors The Loewen Group Inc. We consent to incorporation by reference in the registration statement on Form S-8 with respect to the Employee Stock Option Plan (United States) of our report, dated February 26, 1996, except as to Note 12(b), which is as of March 19, 1996 and Note 20, which is as of March 26, 1996, relating to the consolidated balance sheets of The Loewen Group Inc. as at December 31, 1995 and 1994, and the related consolidated balance statements of operations, retained earnings, and changes in financial position for each of the years in the three year period ended December 31, 1995, and related schedule, which report is incorporated herein by reference. /s/ KPMG Peat Marwick Thorne KPMG PEAT MARWICK THORNE Chartered Accountants Vancouver, Canada June 26, 1996 EX-23.3 4 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.3 Consent of Independent Certified Public Accountants The Board of Directors The Loewen Group We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 and Form S-8 of The Loewen Group Inc. of our report dated June 16, 1995 with respect to the financial statements of MHI Group, Inc. as of April 30, 1995, and for each of the two years in the period ended April 30, 1995, which appears as Exhibit No. 99.1 to The Loewen Group Inc. Form 8-K dated May 1, 1996. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Tampa, Florida June 26, 1996 EX-23.4 5 CONSENT OF RICHTER, USHER & VINEBERG EXHIBIT 23.4 Auditors' Consent The Board of Directors of The Loewen Group Inc. We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 and S-5, each of which is to be filed on or about June 28, 1996, of The Loewen Group Inc. of our report dated February 27, 1996 with respect to the financial statements of Paperman & Sons Inc. as of November 30, 1995 and for the eleven months then ended, which appears as Exhibit No. 99.2 to The Loewen Group Inc. Form 8-K dated May 1, 1996. /s/ Richter, Usher & Vineberg Chartered Accountants Montreal, Quebec June 26, 1996 EX-23.5 6 CONSENT OF ALTSCHULER, MELVION AND GLASSER LLP EXHIBIT 23.5 Certified Public Accountants [LOGO of AM&G] Altsehuler, Melvoia and Glasser LLP and Consultants 30 South Wacker Drive, Suite 2600 Chicago, Illinois 60605-7494 3122072800 Fax 312 207 2064 INDEPENDENT AUDITORS' CONSENT We have issued our report dated July 26, 1995, accompanying the consolidated financial statements of Weinstein Family Services, Inc. and Subsidiaries as of and for the year ended April 30, 1995 included in the current report on Form 8-K of The Loewen Group Inc. dated May 1, 1996, which is incorporated by reference in these registration statements. We hereby consent to the incorporation by reference of said resort in the registration statements on Form S-3 and S-8 of the Loewen Group Inc., each of which to be filed on or about June 28, 1996. /s/ Altschuler, Melvion and Glasser LLP Chicago, Illinois June 26, 1996 Chicago . Los Angeles . New York . Phoenix . Washington, D. C. Associated Worldwide With Summit International Associations, Inc. EX-23.6 7 CONSENT OF KEITH J. SCHULTE ACCOUNTANCY EXHIBIT 23.6 KEITH J. SCHULTE ACCOUNTANCY CORPORATION 420 E. Carson Street Long Beach, California 90807 (310)427-6222 FAX (310) 395-8066 Keith J. Schulte, C.P.A. Stanley M. Schulte President Vice President The Board of Directors The Loewen Group Inc. We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 and S-8, each of which to be filed on or about June 26, 1996, of The Loewen Group Inc. of our report dated April 24, 1996, with respect to the financial statements of International Memorial Society, Inc., Palm Springs Mausoleum, Inc. and Security Plus Mini a RV Storage, Inc. as of December 31, 1994, and for the year then ended, which appears as Exhibit No. 99.4, to the Loewen Group Inc. Form 8-K dated May 1, 1996. KEITH J. SCHULTE ACCOUNTANCY CORPORATIONS BY: /s/ Keith J. Schulte -------------------------------------- Certified Public Accountant Long Beach, California June 26, 1994 Members of The American Institute of Certified Public Accountants. The California Society of Certified Public Accountants. EX-23.7 8 CONSENT OF HIRSCH, OELBAUM, BRAM & HANOVER TEL: (212) 227-8034 FAX: (212) 227-9045 HIRSCH, OELBAUM, BRAM & HANOVER CERTIFIED PUBLIC ACCOUNTANTS, PC - -------------------------------------------------------------------------------- 111 BROADWAY NEW YORK, NEW YORK 10005 EXHIBIT 23.7 INDEPENDENT AUDITORS' CONSENT The Board of Directors The Loewen Group Inc. We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 and S-8, each of which to be filed on or about June 28, 1996, of The Loewen Group Inc. of our report, dated February 27, 1995 and April 23, 1996 as to Note 8 with respect to the financial statements of Cemetery Gardens, Inc. as of December 31, 1994, and for the year then ended, which appears as Exhibit No. 99.5 to The Loewen Group, Inc. Form 8-K, dated May 1, 1996. /s/ Hirsch, Oelbaum, Bram & Hanover, C.P.As., P.C. HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C. New York, New York June 26, 1996 TEL: (212) 227-8034 FAX: (212) 227-9045 HIRSCH, OELBAUM, BRAM & HANOVER CERTIFIED PUBLIC ACCOUNTANTS, PC - -------------------------------------------------------------------------------- 111 BROADWAY NEW YORK, NEW YORK 10005 INDEPENDENT AUDITORS' CONSENT The Board of Directors The Loewen Group Inc. We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 and S-8, each of which to be filed on or about June 28, 1996, of The Loewen Group Inc. of our report, dated May 15, 1995 with respect to the financial statements of Beverly Hills Cemetery Corporation, Inc. as of December 31, 1994, and for the year then ended, which apears as Exhibit No. 99.5 to The Loewen Group Inc. Form 8-K dated May 1, 1996. /s/ Hirsch, Oelbaum, Bram & Hanover, C.P.As., P.C. HIRSCH, OELBAUM, BRAM & HANOVER, C.P.As., P.C. New York, New York June 26, 1996 EX-23.8 9 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.8 Independent Auditors' Consent ----------------------------- The Board of Directors The Loewen Group Inc. We consent to incorporation by reference in the Registration Statement on Form S-8 of The Loewen Group Inc. of our report dated May 31, 1996, with respect to the consolidated balance sheet of Ourso Investment Corporation and Subsidiaries as of December 31, 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended, which report appears in the Form 8-K of The Loewen Group Inc. dated June 10, 1996. /s/ KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP New Orleans, Louisiana June 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----