-----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, CqaDGYrse5MM7LloLzunvJnoneId1T+7wFeY1bGUpOVRWWb+K0ixcJareuT1IAMk zbE4TGaGXf9I7DeTBOQdig== 0000950150-96-000951.txt : 19960906 0000950150-96-000951.hdr.sgml : 19960906 ACCESSION NUMBER: 0000950150-96-000951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 ITEM INFORMATION: Other events FILED AS OF DATE: 19960904 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18429 FILM NUMBER: 96625744 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 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 30, 1996 THE LOEWEN GROUP INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-18429 98-0121376 - ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 4126 Norland Avenue, Burnaby, British Columbia V5G 3S8 - ---------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code 604-299-9321 N/A (Former name of former address, if changed since last report) 2 Item 5. Other Events THE LOEWEN GROUP INC. Unaudited Pro-Forma Consolidated Statement of Operations During the six months ended June 30, 1996, the Company acquired control of 78 funeral homes, 57 cemeteries and two insurance companies in the United States, and five funeral homes and one cemetery in Canada for a total consideration of $361,748,000. Included in these acquisitions is the purchase of certain net assets from SI Acquisition Associates L.P. ("S.I.") for approximately $145,000,000. The following statement reflects, on an unaudited pro-forma basis, the consolidated results of the Company's operations as if all acquisitions that occurred during the six months ended June 30, 1996 had taken place at January 1, 1996. Appropriate adjustments have been made to reflect the preliminary purchase price allocations used in recording these acquisitions. This pro-forma information does not purport to be indicative of the results of operations that would have resulted had the acquisitions been in effect for the entire period, and is not intended to be a projection of future results or trends. The unaudited pro-forma consolidated statement of operations has been expressed in United States dollars and in accordance with accounting principles generally accepted in Canada. The unaudited pro-forma consolidated statement of operations should be read in conjunction with the notes thereto. Unaudited Pro-Forma Consolidated Statement of Operations Six Months Ended June 30, 1996 (in thousands, except per share amounts)
Businesses Acquired Pro-forma Pro-forma Historical (Note A) Adjustments Total ----------- ---------- ------------ --------- Revenue $416,240 $ 35,525 $ 95 B $451,860 Costs and expenses 262,143 33,459 (175) B (2,246) C 229 D 293,410 -------- -------- -------- -------- 154,097 2,066 2,287 158,450 General and administrative 33,859 --- --- 33,859 Depreciation and amortization 24,702 1,127 1,127 D (1,127) E 25,829 -------- -------- -------- -------- Earnings from operations 95,536 939 2,287 98,762 Interest on long-term debt 39,546 700 (700) F 4,550 G 44,096 -------- -------- -------- -------- Earnings (loss) before dividends on preferred securities of subsidiary and income taxes 55,990 239 (1,563) 54,666 Dividends on preferred securities of subsidiary 3,544 --- --- 3,544 -------- -------- -------- -------- Earnings (loss) before income taxes 52,446 239 (1,563) 51,122 Income taxes 15,734 205 (237) H 15,702 -------- -------- -------- -------- Net earnings (loss) for the period $36,712 $ 34 $ (1,326) $ 35,420 ======== ======== ========= ======== Earnings per share: Basic earnings per share $ 0.60 $ 0.56 Fully diluted earnings per share $ 0.60 $ 0.56 Weighted average number of shares used for the computation of basic and fully diluted earnings per share (thousands of shares): Basic 54,445 54,638 Fully diluted 55,200 55,393
See accompanying notes to unaudited pro-forma consolidated statement of operations. Page 1 3 THE LOEWEN GROUP INC. Notes to Unaudited Pro-Forma Consolidated Statement of Operations Six Months Ended June 30, 1996 (A) To record the historical statements of operations for the period from January 1, 1996 to the date of acquisition. Results of operations subsequent to the acquisition date have been included in the Company's consolidated statement of operations. (B) To adjust the amortization of realized and unrealized gains and losses on insurance invested assets and the change in insurance policy liabilities as if the acquisition occurred on January 1, 1996. (C) To eliminate certain operating expenses, including officer salaries, rental expense, professional fees and insurance that would not be incurred if the businesses had been owned by the Company. (D) To adjust cost of sales and depreciation and amortization expense resulting from the Company's cost basis in the acquired businesses. (E) To eliminate historical depreciation and amortization of the acquired businesses. (F) To eliminate historical interest expense on debt which was repaid upon acquisition. (G) For purposes of the unaudited pro-forma statement of operations and pro-forma adjustments, the Company has assumed that acquisitions were financed by common shares to the extent actually issued for specific acquisitions, $80 million of borrowings from the issuance of senior guaranteed notes, the issuance of 8,800,000 Series C Convertible First Preferred Shares and the remainder through borrowings from the Company's revolving credit facility. (H) To adjust income taxes to reflect the statutory rate, including the effect of permanent differences. 4 THE LOEWEN GROUP INC. Unaudited Pro-Forma Consolidated Statement of Operations During the six months ended June 30, 1996, the Company acquired control of 78 funeral homes, 57 cemeteries and two insurance companies in the United States, and five funeral homes and one cemetery in Canada for a total consideration of $361,748,000. Included in these acquisitions is the purchase of certain net assets from SI Acquisition Associates L.P. ("S.I.") for approximately $145,000,000. The following statement reflects, on an unaudited pro-forma basis, the consolidated results of the Company's operations as if all acquisitions that occurred during the six months ended June 30, 1996 had taken place at January 1, 1995. Appropriate adjustments have been made to reflect the preliminary purchase price allocations used in recording these acquisitions. This pro-forma information does not purport to be indicative of the results of operations that would have resulted had the acquisitions been in effect for the entire period, and is not intended to be a projection of future results or trends. The unaudited pro-forma consolidated statement of operations has been expressed in United States dollars and in accordance with accounting principles generally accepted in Canada. The unaudited pro-forma consolidated statement of operations should be read in conjunction with the notes thereto. Unaudited Pro-Forma Consolidated Statement of Operations For the Year Ended December 31, 1995 (in thousands, except per share amounts)
Businesses Acquired Pro-forma Pro-forma Historical (Note A) Adjustments Total ---------- ---------- ----------- --------- Revenue $ 599,939 $ 156,321 $ 1,460 B $ 757,720 Costs and expenses 373,131 138,077 (701)B (8,210)C 874 D 503,171 --------- --------- --------- --------- 226,808 18,244 9,497 254,549 General and administrative 67,652 --- --- 67,652 Depreciation and amortization 40,103 5,375 6,145 D (5,375)E 46,248 --------- --------- --------- --------- Earnings from operations 119,053 12,869 8,727 140,649 Interest on long-term debt 50,913 3,728 (3,728)F 15,063 G 65,976 Litigation related finance costs 19,914 --- --- 19,914 Legal settlements 165,000 --- --- 165,000 --------- --------- --------- --------- Earnings (loss) before dividends on preferred securities of subsidiary and income taxes (116,774) 9,141 (2,608) (110,241) Dividends on preferred securities of subsidiary 7,088 --- --- 7,088 --------- --------- --------- --------- Earnings (loss) before income taxes (123,862) 9,141 (2,608) (117,329) Income taxes (47,178) 2,495 554 H (44,129) --------- --------- --------- --------- Net earnings (loss) for the year $ (76,684) $ 6,646 $ (3,162) $ (73,200) ========= ========= ========= ========= Earnings per share: Basic earnings (loss) per share $ (1.69) $ (1.82) Fully diluted earnings (loss) per share $ (1.69) $ (1.82) Weighted average number of shares used for the computation of basic and fully diluted earnings per share (thousands of shares): Basic 45,291 45,599 Fully diluted 45,291 45,599
See accompanying notes to unaudited pro-forma consolidated statement of operations. 5 THE LOEWEN GROUP INC. Notes to Unaudited Pro-Forma Consolidated Statement of Operations For the Year Ended December 31, 1995 (A) To record the historical statements of operations for the year ended December 31, 1995. (B) To adjust the amortization of realized and unrealized gains and losses on insurance invested assets and the change in insurance policy liabilities as if the acquisition occurred on January 1, 1995. (C) To eliminate certain operating expenses, including officer salaries, rental expense, professional fees and insurance that would not be incurred if the businesses had been owned by the Company. (D) To adjust cost of sales and depreciation and amortization expense resulting from the Company's cost basis in the acquired businesses. (E) To eliminate historical depreciation and amortization of the acquired businesses. (F) To eliminate historical interest expense on debt which was repaid upon acquisition. (G) For purposes of the unaudited pro-forma statement of operations and pro-forma adjustments, the Company has assumed that acquisitions were financed by common shares to the extent actually issued for specific acquisitions, $80 million of borrowings from the issuance of senior guaranteed notes, the issuance of 8,800,000 Series C Convertible First Preferred Shares and the remainder through borrowings from the Company's revolving credit facility. (H) To adjust income taxes to reflect the statutory rate, including the effect of permanent differences. 6 Signature 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: September 4, 1996 THE LOEWEN GROUP INC. By: /s/ PETER S. HYNDMAN ------------------------------------ Name: Peter S. Hyndman Title: Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----