-----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, E8kl0lSbmoYFtQVrBK0cc9rLNqz14ezHvyQAumacngaIUXIgbPwBl/ne2Ga/3DAp bZwOMLC1t/zQHOCgEPA9Jw== 0000934614-96-000020.txt : 19970102 0000934614-96-000020.hdr.sgml : 19970102 ACCESSION NUMBER: 0000934614-96-000020 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961231 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10543 FILM NUMBER: 96689075 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 424B3 1 PROSPECTUS Filed pursuant to Rule 424(b)(3) File No. 333-10543 Prospectus THE LOEWEN GROUP INC. [LOGO] 4126 Norland Avenue Burnaby, British Columbia Canada V5G 3S8 1,500,000 Common Shares The Common shares without par value (the "Common Shares") of The Loewen Group Inc., a corporation under the laws of British Columbia ("Loewen"), offered hereby (the "Offered Shares") are being sold by certain shareholders of Loewen (collectively, the "Selling Shareholders"). Loewen will receive none of the proceeds from the sale of the Offered Shares. Information regarding the Selling Shareholders is set forth herein under the heading "Selling Shareholders." The Common Shares currently are traded on the New York Stock Exchange under the symbol "LWN." On December 30, 1996, the closing price per Common Share on the New York Stock Exchange was $39.00. AS OF THE DATE OF THIS PROSPECTUS, LOEWEN IS THE SUBJECT OF AN UNSOLICITED EXCHANGE OFFER BY SERVICE CORPORATION INTERNATIONAL. SEE "THE COMPANY." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Some or all of the Offered Shares may be offered for sale and sold from time to time by the Selling Shareholders on the New York Stock Exchange (or any other national securities exchange in the United States or interdealer quotation system on which the Common Shares may then be listed), in privately negotiated transactions (which may include block transactions) or otherwise. In addition, the Selling Shareholders may engage in short sales, short sales against the box and other transactions in the Common Shares or derivatives thereof, and may pledge, sell, deliver or otherwise transfer the Offered Shares in connection therewith. This Prospectus may be used by the Selling Shareholders or by any broker-dealer who may participate in sales of the Offered Shares. Participating broker-dealers may act as agents or principals or both and may receive commissions, discounts or concessions in connection with sales or other transfers of Offered Shares. See "Plan of Distribution." Loewen Group International, Inc., a Delaware corporation and a wholly owned subsidiary of Loewen ("LGII"), has agreed to pay the expenses of registering the Offered Shares on behalf of the Selling Shareholders, other than broker-dealer commissions, discounts or concessions and any legal fees incurred by the Selling Shareholders in connection with sales of the Offered Shares. No person is authorized by Loewen or the Selling Shareholders to give any information or to make any representations other than those contained in this Prospectus. Neither the delivery of this Prospectus nor any sale made hereunder shall create any implication that there has not been a change in the information contained herein since the date hereof. The date of this Prospectus is December 31, 1996 1 AVAILABLE INFORMATION Loewen has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (together with any amendments, exhibits, annexes and schedules thereto, the "Registration Statement") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, with respect to the Offered Shares. This Prospectus does not include all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements made in the Prospectus as to the contents of any contract, agreement or other document referred to in the Registration Statement are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. Loewen is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by Loewen may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at Seven World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained by mail from the Public Reference section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy statements and other information that Loewen files with the Commission electronically are contained in the Internet Web site maintained by the Commission. The Commission's Web site address is http://www.sec.gov. The Common Shares are traded on the New York Stock Exchange, The Toronto Stock Exchange and The Montreal Exchange. Reports, proxy statements and other information filed by Loewen may be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005, at the offices of The Toronto Stock Exchange at The Exchange Tower, 2 First Canadian Place, Toronto, Ontario, Canada M5X IJ2 and at the offices of The Montreal Exchange at 800 Victoria Square, Montreal, Quebec, Canada H4Z 1A9. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents heretofore filed by Loewen with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (File No. 0-18429 for filing prior to September 27, 1996; File No. 1-12163 for filings on or subsequent to September 27, 1996) are hereby incorporated herein by reference: (a) Loewen's (i) Annual Report on Form 10-K for the year ended December 31, 1995 filed March 28, 1996 (as amended on Form 10-K/A filed June 20, 1996); (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 (filed May 15, 1996), June 30, 1996 (filed August 14, 1996) and September 30, 1996 (filed November 14, 1996); (iii) Current Reports on Form 8-K dated January 3, 1996, January 17, 1996, January 24, 1996, January 26, 1996, February 6, 1996, February 12, 1996, February 27, 1996, March 4, 1996, March 13, 1996, March 20, 1996, March 26, 1996 (as amended on Forms 8-K/A filed June 11, 1996 and July 6, 1996), March 31, 1996, May 1, 1996, May 8, 1996, May 24, 1996, May 31, 1996, June 4, 1996, June 6, 1996, June 17, 1996, June 30, 1996, August 7, 1996, August 26, 1996 (as amended on Form 8-K/A, filed October 30, 1996), August 29, 1996, September 5, 1996, September 17, 1996, September 20, 1996, September 24, 1996, September 26, 1996, October 1, 1996, October 10, 1996, October 14, 1996, October 17, 1996, October 20, 1996, November 1, 1996, November 3, 1996 and November 5, 1996, November 12, 1996, November 22, 1996, December 4, 1996, 2 December 9, 1996, December 12, 1996, December 13, 1996 and December 18, 1996; (iv) Reports by Issuer of Securities Quoted on Nasdaq Interdealer Quotation System on Form 10-C dated February 27, 1996 and March 20, 1996; and (b) 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 documents filed by Loewen pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Offered Shares shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. LOEWEN WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO ANY SUCH DOCUMENT UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENT). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY OF LOEWEN, 4126 NORLAND AVENUE, BURNABY, BRITISH COLUMBIA, CANADA V5G 3S8; TELEPHONE NUMBER (604) 299-9321. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Certain documents incorporated by reference in this Prospectus contain both statements of historical fact and "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Examples of forward-looking statements include: (i) projections of revenue, earnings, capital structure and other financial items, (ii) statements of the plans and objectives of the Company or its management, (iii) statements of future economic performance of the Company and (iv) assumptions underlying statements regarding the Company or its business. Important factors, risks and uncertainties that could cause actual results to differ materially from any forward-looking statements ("Cautionary Statements") are disclosed in certain documents incorporated by reference herein. All subsequent written and oral forward- looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. FINANCIAL INFORMATION All dollar amounts in financial statements incorporated by reference into this Prospectus are in United States dollars ("U.S.$" or "$") unless otherwise indicated. References to "Cdn.$" are to Canadian dollars. The consolidated financial statements of Loewen, its subsidiaries and associated entities (the "Company") included in Loewen's reports filed pursuant to the Exchange Act are prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"). Differences between Canadian GAAP and accounting principles generally accepted in the United States ("U.S. GAAP"), as applicable to the Company, are explained in Note 21 to the consolidated financial statements included in 3 the Company's Annual Report on Form 10-K for the year ended December 31, 1995, and in Note 11 to the interim consolidated financial statements included in the Company's Quarterly Report on Form 10- Q for the quarter ended September 30, 1996. The consolidated financial statements of the Company for the year ended December 31, 1993, and for prior years, were published in Canadian dollars. Effective January 1, 1994, the Company adopted the United States dollar as its reporting currency and, accordingly, has published its consolidated financial statements for the year ended December 31, 1994 and subsequent periods in United States dollars. Financial information relating to periods prior to January 1, 1994 has been translated from Canadian dollars into United States dollars as required by Canadian GAAP at the December 31, 1993 rate of U.S.$1.00=Cdn$1.3217. THE COMPANY The Loewen Group Inc. operates the second-largest number of funeral homes and cemeteries in North America and the largest number of funeral homes in Canada. The Company also engages in the pre-need selling of funeral, cemetery and cremation merchandise and services. As at November 1, 1996, the Company operated 946 funeral homes throughout North America. This included 827 funeral homes in the United States (including locations in Puerto Rico) and 119 funeral homes in Canada. In addition, as at such date, the Company operated 283 cemeteries in the United States and six cemeteries in Canada. As at the close of business on November 1, 1996, the Company had negotiated agreements for the acquisition of a further 89 funeral homes and 91 cemeteries in the United States. On September 17, 1996, Service Corporation International ("SCI") publicly distributed a letter to Raymond L. Loewen, Chairman and Chief Executive Officer of Loewen, in which SCI expressed an interest in discussing with Loewen a stock-for-stock transaction that would value the Common Shares at $43 per share. On September 24, 1996, the Board of Directors of Loewen unanimously rejected the proposal. On October 2, 1996, SCI announced that it intended to make an unsolicited exchange offer directly to the shareholders of Loewen (the "Proposed Offer"). SCI's announcement stated that SCI would offer holders of Common Shares $45 worth of common stock of New Service Corporation International, a newly organized holding company ("New SCI"), and that SCI will offer holders of Loewen's Series C preferred shares $29.51 worth of New SCI common stock. All Loewen shareholders would also be entitled to elect to receive, in lieu of New SCI common stock, shares of a Canadian subsidiary of New SCI ("Canadian SCI") that would be exchangeable for, and are intended to be equivalent to, shares of New SCI common stock. On October 3, 1996, New SCI and Canadian SCI filed with the Commission a Registration Statement on Form S-4 (File No. 333-13391) relating to the Proposed Offer. On October 10, 1996, the Loewen Board of Directors unanimously determined that the Proposed Offer is inadequate and not in the best interests of Loewen or its shareholders and recommended that the Loewen shareholders not tender their shares, if and when the Proposed Offer is commenced. Also on October 10, 1996, Loewen filed with the Commission a Schedule 14D-9 providing certain information regarding the Proposed Offer and summarizing the reasons why the Board of Directors recommended that the Loewen shareholders not tender their shares. The Schedule 14D-9 was mailed to Loewen shareholders on or about October 10, 1996. Loewen was incorporated in 1985 under the laws of British Columbia, Canada. Loewen's principal executive offices are located at 4126 Norland Avenue, Burnaby, British Columbia, Canada, V5G 3S8; telephone (604) 299-9321. 4 SELLING SHAREHOLDERS Certain of the Selling Shareholders listed in the following table have indicated their intention to sell some or all of the Offered Shares set forth opposite their respective names. The following table assumes that each of the Selling Shareholders will sell all of the Offered Shares set forth opposite such Selling Shareholder's name. However, one or more of the Selling Shareholders may sell only a small portion of or none of the Offered Shares set forth opposite such Selling Shareholder's name. Number of Common Shares Shares Common Shares Beneficially Owned Held of Beneficially Prior to the Record Owned After the Offering to be Offering Sold in Number Percent the Number Percent of of Offering of of Shares Class Shares Class (1) (1) Gulf Group, Inc. and Affiliates (2) Gulf Group, Inc. 596,875(3) 1.01% 49,167 0 0% Gulf National Life Insurance Company 547,708(4) 0.93 186,771 0 0 Gulf Holdings, Inc. 360,937(5) 0.61 82,500 0 0 Selected Funeral Insurance Company 278,437 0.50 278,437 0 0 Bradford-O'Keefe Funeral Homes, Inc. 20,625(6) 0.03 12,375 0 0 James F. Webb Funeral Homes, Inc. 8,250 0.01 8,250 0 0 Jeremiah J. O'Keefe, Sr. 643,750(7) 1.09 26,250 0 0 Jeffrey H. O'Keefe 783,750(7) 1.33 41,250 0 0 Other Selling Shareholders Willie E. Gary 375,000 0.64 375,000 0 0 People's Bank Biloxi, as escrow agent for Halbert E. Dockins, Jr. and Michael S. Allred - 240,000(8) 0.41 240,000 0 0 - - The Law Firm of Allred and Donaldson The O'Keefe Foundation 140,000(9) 0.24 140,000 0 0 Michael F. Cavanaugh 60,000 0.10 60,000 0 0 Footnotes appear on the following page. 5 (1) Determined as of December 2, 1996 (2) Gulf Group, Inc. ("Gulf Group") and its affiliates named herein (collectively, the "Gulf Shareholders") hold of record an aggregate of 685,000 Common Shares, all of which shares are Offered Shares. As a result of the affiliations among the Gulf Shareholders, Common Shares held of record by one of the Gulf Shareholders may be deemed to be beneficially owned by one or more of the other Gulf Shareholders. Each of Jeremiah J. O'Keefe, Sr. and Jeffrey H. O'Keefe holds more than 10% of the outstanding shares of capital stock of Bradford-O'Keefe Funeral Homes, Inc. ("Bradford-O'Keefe"), which is the sole shareholder of James F. Webb Funeral Homes, Inc. ("James F. Webb"). Jeremiah J. O'Keefe, Sr. also holds more than 10% of the outstanding shares of capital stock of Gulf Group, which is the sole shareholder of Gulf National Life Insurance Company ("Gulf National"). Gulf National holds more than 10% of the outstanding shares of capital stock of Gulf Holdings, Inc. ("Gulf Holdings"), which is the sole shareholder of Selected Funeral Insurance Company ("Selected Insurance"). Jeremiah J. O'Keefe, Sr. is a director of Gulf Group, Gulf Holdings and Bradford-O'Keefe. Jeffrey H. O'Keefe is a director of Gulf Group, Gulf National, Gulf Holdings and Selected Insurance. (3) Includes 547,708 Offered Shares held of record by Gulf National, Gulf Holdings and Selected Insurance. Also includes 8,250 Common Shares originally issued to Gulf National Investment Company ("Gulf Investment"). Gulf Investment has been merged with and into Gulf Group. (4) Includes 360,937 Offered Shares held of record by Gulf Holdings and Selected Insurance. (5) Includes 278,437 Offered Shares held of record by Selected Insurance. (6) Includes 8,250 Offered Shares held of record by James F. Webb. (7) Includes 617,500 Offered Shares held of record by Gulf Group, Gulf National, Gulf Holdings, Selected Insurance, Bradford- O'Keefe and James F. Webb. (8) Consists of shares held in an escrow account which may be revoked at any time by the law firm of Allred & Donaldson. (9) Consists of shares acquired from Gulf Group, Gulf National and Jeremiah J. O'Keefe, Sr. in October 1996. AGREEMENTS WITH THE SELLING SHAREHOLDERS The Offered Shares were acquired by the Selling Shareholders (other than The O'Keefe Foundation, which acquired its shares from certain of the Selling Shareholders) in connection with the settlement (the "Settlement") of certain litigation against Loewen, LGII and two indirect subsidiaries. The Offered Shares are being registered pursuant to certain registration rights granted by Loewen pursuant to a Shareholders' Agreement made as of February 9, 1996, by and among Loewen, LGII, Jeremiah J. O'Keefe, Sr., Jeffrey H. O'Keefe, Bradford-O'Keefe, Gulf Holdings, Gulf Group, Gulf Investment, Gulf National, Selected Insurance, James F. Webb, Michael Allred and the law firm of Allred & Donaldson, Willie E. Gary and the law firm of Gary, Williams, Parenti, Finney, Lewis & McManus, Michael F. Cavanaugh, individually, and Halbert E. Dockins, Jr., individually (the "Shareholders' Agreement"). The Shareholders' Agreement also includes, with respect to the Offered Shares (a) a per share price guarantee, pursuant to which, in certain circumstances, LGII will be required to pay to each Selling Shareholder, upon due notice ("Notice"), the amount by which $30 exceeds the weighted average closing price of the Common Shares on the New York Stock Exchange (or such other national securities exchange or interdealer quotation system as may then be the principal United States market for the Common Shares) for the five consecutive trading days preceding the date of the Notice, (b) a voting agreement pursuant to which the Selling Shareholders have agreed, until February 9, 1998, to vote the Offered Shares in accordance with the recommendations of the Board of Directors of Loewen, and (c) a right of first refusal granted to Loewen or its assignee by each of the Selling Shareholders. Pursuant to the terms of the 6 Shareholders' Agreement, Offered Shares sold pursuant to this Prospectus, upon transfer, will cease to be subject to the Shareholders' Agreement and persons who so acquire Offered Shares will not be entitled to receive any benefits from the Shareholders' Agreement. PLAN OF DISTRIBUTION The Offered Shares may be sold from time to time on the New York Stock Exchange (or any other national securities exchange in the United States or interdealer quotation system on which the Common Shares may then be listed), in privately negotiated transactions (which may include block transactions) or otherwise. Such sales may be made at the market price prevailing at or around the time of sale, a price related to such prevailing market price or a negotiated price. In addition, the Selling Shareholders may engage in short sales, short sales against the box and other transactions in the Common Shares or derivatives thereof, and may pledge, sell, deliver or otherwise transfer the Offered Shares in connection therewith. This Prospectus may be used by the Selling Shareholders or by any broker-dealer who may participate in sales of the Offered Shares. Participating broker- dealers may act as agents or principals or both and may receive commissions, discounts or concessions (which may be in excess of customary brokers' commissions) in connection with sales or other transfers of Offered Shares. Other than the right of first refusal included in the Shareholders' Agreement, Loewen has not entered into any agreements or arrangements relating to the sale of the Offered Shares. LGII has agreed to pay the expenses of registering the Offered Shares on behalf of the Selling Shareholders, other than broker-dealer commissions, discounts or concessions and any legal fees incurred by the Selling Shareholders in connection with sales of the Offered Shares. Loewen has agreed to indemnify the Selling Shareholders and any underwriter (as defined in the Securities Act) for a Selling Shareholder against certain liabilities under the Securities Act. CERTAIN RESTRICTIONS ON TRANSFER The Offered Shares were issued to the Selling Shareholders pursuant to a private placement exemption under the laws of British Columbia, Canada. The Offered Shares may not be traded in British Columbia until the expiration of a one-year hold period that commenced on February 15, 1996 (the "British Columbia Hold Period"). The British Columbia Hold Period will expire on February 15, 1997. Until the British Columbia Hold Period has expired, the Offered Shares may not be sold into British Columbia. Loewen has been advised by the New York Stock Exchange that certificates representing Offered Shares will be freely tradable on the New York Stock Exchange. EXPERTS The consolidated financial statements of Loewen incorporated by reference in this Prospectus have been audited by KPMG, Chartered Accountants, for the periods indicated in its report thereon, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance on such report given on the authority of KPMG as experts in accounting and auditing. 7 LEGAL MATTERS The validity of the Offered Shares have been passed upon for Loewen by Russell & DuMoulin, Vancouver, British Columbia, Canada. ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AGAINST LOEWEN Loewen is a corporation organized under and governed by the laws of the Province of British Columbia, Canada. Certain of its directors, controlling persons, and officers are residents of Canada, and all or a portion of the assets of such persons and of Loewen are located outside the United States. As a result, it may be difficult or impossible for United States holders of the Common Shares to effect service within the United States upon Loewen (although it may be possible to effect service upon direct or indirect United States subsidiaries of Loewen) and those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon the civil liability of such persons under the Securities Act or the Exchange Act, to the extent such judgments exceed such person's United States assets. Loewen has been advised by Russell & DuMoulin, its Canadian counsel, that there is doubt as to the enforceability in Canada against any of these persons, in original actions or in actions for enforcement of judgments of United States courts, of liabilities predicated solely on the Securities Act or the Exchange Act. 8 No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer and sale of securities made hereby, and if given or made, such information or representations must not be relied upon THE LOEWEN GROUP INC. as having been authorized by the Company or the Selling Shareholders. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer or a solicitation in any jurisdiction to any person to whom it is not lawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus, nor any distribution of securities made hereunder shall, under any circumstances, create any implication that there has not been a change in the facts set forth in this Prospectus or in the affairs of the PROSPECTUS Company since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. Table of contents Page Available Information 2 1,5000,000 Incorporation of Certain Information by Reference 2 COMMON SHARES Disclosure Regarding Forward-Looking Statements 3 Financial Information 3 The Company 4 Selling Shareholders 5 Agreements with the Selling Shareholders 6 Plan of Distribution 7 Certain Restrictions on Transfer 7 Experts 7 Legal Matters 8 December 31, 1996 Enforceability of Certain Civil Liabilities Against Loewen 8 -----END PRIVACY-ENHANCED MESSAGE-----