-----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, IykCjKO9X8jcT+6PESBl2C9HrUy6KbvO0Ql3IuPnvcARhAF8Dq4mgKw+FLqcrX5W X6RMyF8W+TTlDuMc5s48EA== 0000950149-96-000752.txt : 19960624 0000950149-96-000752.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950149-96-000752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960617 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960621 SROS: NASD 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18429 FILM NUMBER: 96583659 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 8-K 1 FORM 8-K FOR THE LOEWEN'S GROUP INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 1996 THE LOEWEN GROUP INC. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 0-18429 98-0121376 ------------------------ ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 4126 Norland Avenue, Burnaby, British Columbia, CANADA V5G 3S8 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 604-299-9321 --------------------------- N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On June 17, 1996, Loewen and Blackstone Capital Partners II Merchant Banking Fund L.P. ("Blackstone") announced the signing of an agreement (the "Agreement") to acquire the shares of Prime Succession, Inc. ("Prime"). Prime is the largest privately-held funeral services company in North America, with 146 funeral homes and 16 cemeteries across the United States. A new entity formed by Loewen and Blackstone ("Newco") will acquire Prime for approximately $295 million. Blackstone will contribute approximately $48 million, for which it will receive common equity in Newco. Blackstone also will control the Board of Directors of Newco. Loewen will contribute approximately $72 million (a portion of which was paid at signing) and will receive $10 million of common equity and approximately $62 million of preferred stock with an annual payment-in-kind dividend of 10%. The Agreement also provides that Loewen has a call option that can be exercised on the fourth anniversary of the closing date and for two years thereafter, during which Loewen can acquire Blackstone's interest in Newco. In addition, Blackstone has a put option that can be exercised beginning on the sixth anniversary of the closing date and for two years thereafter, during which Blackstone can require Loewen to acquire its interest in Newco. The option price, in either case, will be based on a formula involving cash flow from operations. The acquisition, which is expected to be completed by mid-September 1996, is subject to a number of conditions, including regulatory approval and the ability of Newco to obtain financing. Until August 31, 1996, Newco can elect not to proceed with the transaction if Newco determines that financing cannot be obtained. In such event, Loewen has the sole option to (i) forfeit to Prime amounts previously paid or (ii) make an additional payment to Prime and complete the Prime acquisition directly for its own benefit by November 15, 1996 (and forfeit amounts previously paid if the acquisition is not consummated). If Loewen ultimately forfeits amounts previously paid, Loewen would be required to write off such amounts and related costs and expenses. Any such write-offs would have a material adverse effect on Loewen's financial results for the period and year in which such write-off occurs. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description ----------- ----------- Exhibit 99 The Loewen Group Inc. Press Release dated June 17, 1996 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 21, 1996 THE LOEWEN GROUP INC. By: /s/ Dwight K. Hawes ------------------------------ Name: Dwight K. Hawes Title: Vice-President, Finance 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99 The Loewen Group Inc. Press Release dated June 17, 1996 EX-99 2 THE LOEWEN GROUP INC.PRESS RELEASE DATED 6/17/96. 1 June 17, 1996 For more information contact at Loewen: Paul Wagler, Senior Vice President, Finance Dwight Hawes, Vice President, Finance The Loewen Group Inc. Tel: (800) 347-7010 Contact at Blackstone: Howard Lipson Tel: (212) 836-9844 FOR IMMEDIATE RELEASE THE LOEWEN GROUP INC. AND BLACKSTONE CAPITAL PARTNERS FORM CORPORATE VENTURE TO ACQUIRE PRIME SUCCESSION, INC. Blackstone Capital Partners II Merchant Banking Fund L.P. and The Loewen Group Inc. announced today that a new company formed by them has entered into a definitive agreement to acquire Prime Succession, Inc. for approximately $295 million. Prime Succession was formed with management in 1991 by Golder, Thoma, Cressey, Rauner, a Chicago based private equity investment group, and currently operates 146 funeral homes and 16 cemeteries across the United States. Prime Succession is the largest privately-held funeral home operator in North America. Blackstone Capital Partners II Merchant Banking Fund L.P. and its affiliates will be the controlling stockholder in the new venture and will control the Board of Directors. Loewen will have an equity interest in the company. Stephen A. Schwarzman, Blackstone's President and Chief Executive Officer, said "Investing in promising situations in partnership with major corporations is a cornerstone of Blackstone's investment philosophy. We are pleased to have the opportunity to make this investment in partnership with Loewen." Ray Loewen, Chairman and CEO of The Loewen Group, said "We are excited to be investing in Prime Succession with Blackstone and view this new venture as an important milestone in our industry. This transaction is expected to be accretive, retains maximum financial flexibility for Loewen, and allows Loewen to secure an option on a major strategic asset." The acquisition of Prime Succession is expected to close by mid-September and is subject to a number of conditions, including regulatory approvals and financing. The Blackstone Group is a private investment bank founded in 1985 by Peter G. Peterson, its current Chairman, and Stephen A. Schwarzman. The Blackstone Group's main businesses include strictly friendly principal investments, real estate investing and asset management, restructuring 2 The Loewen Group Inc. June 17, 1996 Page 2 and merger & acquisition advisory services. Blackstone Capital Partners II Merchant Banking Fund L.P., the firm's principal investment vehicle, has approximately $1.3 billion of committed equity capital. A primary thrust of Blackstone's investment strategy is to invest in promising situations together with major corporations. Several of Blackstone's most successful investments have been in the corporate partnership form. Previous Blackstone corporate partnership investments have been with Aon, CNA, EDS, Mitsubishi, Time Warner, Union Carbide, Union Pacific and USX. With corporate offices in Burnaby, British Columbia, Cincinnati and Philadelphia, The Loewen Group is the second largest funeral home and cemetery operator in North America. The Company employs approximately 12,000 people and owns and operates 883 funeral homes and 230 cemeteries across the United States and Canada. Over 90 percent of the Company's revenue is derived from the Untied States. Smith Barney Inc. is serving as financial advisor to The Blackstone Group, The Loewen Group and the acquiring venture. Morgan Stanley & Co. Incorporated has represented The Loewen Group in this transaction. -----END PRIVACY-ENHANCED MESSAGE-----