-----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, FqX1J/41SdBmWMlmJKkHdUznXvmvJPpijJZtO9RMxr3xhYqEizHuFs+xSV3B42XS j7P1gakAlsrAvzTNY0xX+g== 0000950131-96-005137.txt : 19961021 0000950131-96-005137.hdr.sgml : 19961021 ACCESSION NUMBER: 0000950131-96-005137 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961018 SROS: NYSE 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43525 FILM NUMBER: 96645540 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT #2 TO SCHEDULE 14D9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 14D-9/A (AMENDMENT NO. 2) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________ THE LOEWEN GROUP INC. (Name of Subject Company) THE LOEWEN GROUP INC. (Name of Person(s) Filing Statement) COMMON SHARES, WITHOUT PAR VALUE (AND ASSOCIATED SHARE PURCHASE RIGHTS) 6.00% CUMULATIVE REDEEMABLE CONVERTIBLE FIRST PREFERRED SHARES, SERIES C, WITHOUT PAR VALUE (Title of Class of Securities) 54042L100 54042L407 (CUSIP Number of Class of Securities) _______________ Peter S. Hyndman Vice President, Law and Corporate Secretary The Loewen Group Inc. 4126 Norland Avenue Burnaby, British Columbia Canada V5G 3S8 (604)299-9321 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) WITH A COPY TO: Lyle G. Ganske, Esq. Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 ================================================================================ This statement amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") of The Loewen Group Inc., a corporation incorporated under the laws of British Columbia, Canada (the "Company"), filed with the Securities and Exchange Commission (the "Commission") on October 10, 1996, with respect to the proposed exchange offers (the "Second SCI Proposal") announced on October 2, 1996, and disclosed in a Registration Statement on Form S-4 (the "Registration Statement") filed with the Commission on October 3, 1996, by New Service Corporation International, a Delaware corporation ("New SCI"), and SCI Holdings Canada, Inc. a Company incorporated under the laws of British Columbia, Canada ("Canadian SCI"), each a wholly owned subsidiary of Service Corporation International, a Texas Corporation ("SCI"). The proposed exchange offers contemplated by the Second SCI Proposal have not yet commenced. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 is amended and supplemented hereby by inserting the following new paragraph after the third paragraph of Item 8(a): On October 17, 1996, the United States District Court for the Eastern District of New York denied in all respects a motion by SCI to dismiss, stay or transfer the Company's action against SCI. A copy of the Company's press release regarding the District Court's ruling is attached as Exhibit 45 to this Schedule 14D-9 and is incorporated herein by reference. Item 8 is amended and supplemented hereby by inserting the following at the end of the fourth paragraph of Item 8(b): On October 11, 1996 the Company received a written request for data from the Commonwealth of Pennsylvania's Office of the Attorney General in connection with an investigation of the Second SCI Proposal. A copy of the Company's press release regarding this investigation is included as Exhibit 44 to this Schedule 14D-9 and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Except for Exhibit 44 which is filed herewith, the following Exhibits were previously filed with the Schedule 14D-9:
Exhibit 1 -- Letter from L. William Heiligbrodt to Raymond L. Loewen, dated September 17, 1996. Exhibit 2 -- Letter from L. William Heiligbrodt to Raymond L. Loewen, dated September 18, 1996. Exhibit 3 -- Letter to Shareholders from Raymond L. Loewen, dated September 24, 1996. Exhibit 4 -- Letter to L. William Heiligbrodt from Raymond L. Loewen, dated September 24, 1996. Exhibit 5 -- [Intentionally omitted]. Exhibit 6 -- Press Release issued by Loewen, dated September 17, 1996. Exhibit 7 -- [Intentionally omitted]. Exhibit 8 -- Press Release issued by Loewen, dated September 24, 1996. Exhibit 9 -- Press Release issued by Loewen, dated September 27, 1996. Exhibit 10 -- Press Release issued by Loewen, dated October 1, 1996. Exhibit 11 -- Press Release issued by SCI, dated October 2, 1996. Exhibit 12 -- Press Release issued by Loewen, dated October 2, 1996. Exhibit 13* -- Press Release issued by Loewen, dated October 10, 1996. Exhibit 14 -- Complaint in KRIM V. BAGNELL, ET AL. (Superior Court of the State of California). Exhibit 15 -- First Amended Complaint in SERVICE CORPORATION INTERNATIONAL V. THE LOEWEN GROUP INC. (United States District Court for the Southern District of Texas). Exhibit 16 -- Complaint in THE LOEWEN GROUP INC. V. SERVICE CORPORATION INTERNATIONAL, ET AL. (United States District Court for the Eastern District of New York). Exhibit 17* -- Opinion letter of Smith Barney Inc. to Loewen Board of Directors, dated October 10, 1996. Exhibit 18* -- Opinion letter of Nesbitt Burns Inc. to Loewen Board of Directors, dated October 10, 1996. Exhibit 19 -- Pages 15 - 20 and 32 - 34 of The Loewen Group Inc. Proxy Statement, dated April 9, 1996. Exhibit 20 -- The Loewen Group Inc. Employee Stock Option Plan (United States). Exhibit 21 -- The Loewen Group Inc. Employee Stock Option Plan (Canada). Exhibit 22 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (Directors of Loewen Group International, Inc.). Exhibit 23 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (Directors of subsidiaries). Exhibit 24 -- Form of The Loewen Group Inc. Employee Stock Option Plan Agreement (employees). Exhibit 25 -- The Loewen Group Inc. Employee Share Purchase Plan (United States). Exhibit 26 -- The Loewen Group Inc. Employee Share Purchase Plan (Canada).
Exhibit 27 -- The Loewen Group Inc. 1994 Management Equity Investment Plan. Exhibit 28 -- Form of The Loewen Group Inc. 1994 Management Equity Investment Plan Investment Option Agreement. Exhibit 29 -- The Loewen Group Inc. Supplement to 1994 Management Equity Investment Plan. Exhibit 30 -- The Loewen Group Inc. Addendum to 1994 Management Equity Investment Plan. Exhibit 31 -- Form of The Loewen Group Inc. Management Equity Investment Plan Borrowing Agreement. Exhibit 32 -- Form of The Loewen Group Inc. Management Equity Investment Plan Executive Agreement. Exhibit 33 -- Form of The Loewen Group Inc. Management Equity Investment Plan 1994 Exchangeable Floating Rate Debenture due July 15, 2001. Exhibit 34 -- The Loewen Group Inc. 1994 Outside Director Compensation Plan. Exhibit 35 -- The Loewen Group Inc. Employee Stock Bonus Plan. Exhibit 36 -- The Loewen Group Inc. Shareholder Protection Rights Plan Agreement and Amendments. Exhibit 37 -- Employment Agreement with Timothy R. Hogenkamp. Exhibit 38 -- [Intentionally omitted]. Exhibit 39 -- Form of Indemnification Agreement with Outside Directors. Exhibit 40 -- Form of Indemnification Agreement with Officers. Exhibit 41 -- Form of The Loewen Group Inc. Severance Agreement. Exhibit 42 -- The Loewen Group Inc. Severance Pay Plan. Exhibit 43* -- Letter to Shareholders from Raymond L. Loewen, dated October 10, 1996. Exhibit 44 -- Press Release issued by Loewen, dated October 14, 1996. Exhibit 45 -- Press Release issued by Loewen, dated October 17, 1996. - -------------------------
* Exhibits distributed to Shareholders. -2- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct. THE LOEWEN GROUP INC. By: /s/ Peter S. Hyndman ----------------------------------- Name: Peter S. Hyndman Title: Vice President, Law and Corporate Secretary Dated: October 18, 1996 -3- EX-99 2 PRESS RELEASE ISSUED BY LOEWEN 10\14\96 EXHIBIT 44 PENNSYLVANIA ATTORNEY GENERAL STARTS ANTITRUST PROBE OF SERVICE CORPORATION'S PROPOSED ACQUISITION OF LOEWEN GROUP VANCOUVER, October 14, 1996-- The Loewen Group Inc. (NYSE, TSE, ME, LWN) announced today that the Commonwealth of Pennsylvania's Office of the Attorney General, has commenced an investigation of the proposed acquisition of Loewen by Service Corporation International (SCI). In a letter to The Loewen Group, the Deputy Attorney General, Antitrust Section indicated concern about the potential anticompetitive impact the proposed acquisition may have in the Commonwealth of Pennsylvania. The letter also indicated that the Attorney General's office was "very interested in coordinating its investigation with any investigation that may be conducted by the FTC". The Office of the Attorney General has authority under the federal antitrust laws to review potentially anticompetitive mergers that may affect Pennsylvania's general economy. The anti-competitive effects of the proposal are already being reviewed by the FTC and have prompted regulatory scrutiny in numerous states, including New York, Florida, Hawaii, Texas, California and Tennessee. In addition, the Canadian Competition Bureau is investigating the effects of the proposal under the Canadian Competition Act, and in that respect has made a request for information from the Company. Last Thursday, Loewen announced that it had filed an antitrust lawsuit in the United States District Court for the Eastern District of New York against SCI and Equity Corporation International, of which SCI owns approximately 40%. The lawsuit alleges SCI's proposed acquisition would, if successful, substantially lessen competition in the markets for locally-offered funeral and cemetery services, "pre-need" funeral services, and the funeral home and cemetery acquisition markets. The complaint alleges that SCI and Equity Corporation International are "co-conspirators" in actions that are designed to eliminate Loewen as a competitive factor. SOURCE: The Loewen Group Inc. CONTACT: David A. Laundy of The Loewen Group, Inc. (404) 293-7857 Thomas C. Franco of Broadgate Consultants, Inc. (212) 229-2222 EX-99.1 3 PRESS RELEASE ISSUED BY LOEWEN 10\17\96 EXHIBIT 45 Loewen Group Prevails On New York Federal Court Motion Loewen's Antitrust Lawsuit Against SCI To Proceed VANCOUVER, October 17, 1996 -- The Loewen Group Inc. (NYSE: LWN; Toronto; Montreal) announced today that the United States District Court of the Eastern District of New York has denied in all respects a motion by Service Corporation International (SCI) to dismiss, stay or transfer Loewen's pending antitrust action against SCI and Equity Corporation International, of which SCI owns approximately 40%. In its ruling in favor of Loewen, United States District Judge Frederic Block found that Loewen was not precluded from proceeding with its antitrust lawsuit in New York challenging the proposed business combination of SCI and Loewen under the Clayton Act and Section 1 of the Sherman Act. In making its determination, the court found that SCI's Texas declaratory judgment lawsuit was anticipatory and preemptive which created sufficient special circumstances to deny SCI's motion seeking to halt Loewen's New York federal antitrust suit. Loewen's federal antitrust lawsuit alleges SCI's proposed acquisition of Loewen would, if successful, substantially lessen competition in the markets for locally-offered funeral and cemetery services, "pre-need" funeral services, and the funeral home and cemetery acquisition markets. The anti-competitive effects of the proposal are being reviewed by the FTC and have prompted regulatory scrutiny in numerous states, including New York, Florida, Hawaii, Texas, California, Pennsylvania, and Tennessee. In addition, the Canadian Competition Bureau is investigating the effects of the proposal under the Canadian Competition Act, and in that respect has made a request for information from the Company. CONTACT: David A. Laundy of The Loewen Group Inc., 604-293-7857; or Thomas C. Franco of Broadgate Consultants, Inc., 212-229-2222 -----END PRIVACY-ENHANCED MESSAGE-----