-----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, SsAphdDEZ7u2iSmZaRmbmnQDKwOxYMkvcAQu1fRhivz5wXGTZOn+QwvvaQpIIWFR K8AW5XKhkZLS+0WG3ppKwQ== 0000950150-96-001307.txt : 19961113 0000950150-96-001307.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950150-96-001307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961112 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: 001-12163 FILM NUMBER: 96659000 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 8-K 1 FORM 8-K DATED NOVEMBER 7, 1996 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) November 7, 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 of (Commission File Number) (IRS Employer 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 or former address, if changed since last report) Exhibit Index is on page 3 Page 1 of 7 2 ITEM 5. OTHER EVENTS. Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by reference the press release attached hereto as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description Exhibit 99 The Loewen Group Inc. Press Release dated November 7, 1996 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: November 7, 1996 THE LOEWEN GROUP INC. By: /s/ Peter S. Hyndman ----------------------------- Name: Peter S. Hyndman Title: Corporate Secretary 3 EXHIBIT INDEX
Sequential Number Exhibit Page Number - ------ ------- ----------- 99 The Loewen Group Inc. 4 Press Release dated November 7, 1996
EX-99 2 PRESS RELEASE DATED NOVEMBER 7, 1996 1 The Loewen Group Inc. NEWS Stock Symbols: Investor contacts: NYSE: LWN Paul Wagler, Senior Vice President, Finance TSE: LWN Dwight Hawes, Vice President, Finance ME: LWN The Loewen Group Inc. Tel: (800) 347-7010 (All amounts listed in U.S. dollars) Media Contacts: Dave Laundy, Vice President, Corp. Communications Tel: (604) 293-7857 Tom Franco Broadgate Consultants Inc. Tel: (212) 229-2222 FOR IMMEDIATE RELEASE THE LOEWEN GROUP ANNOUNCES RECORD THIRD QUARTER VANCOUVER, B.C., November 7, 1996 - Record revenues during the third quarter of 1996 and a 26% increase in fully diluted earnings per share were reported today by the Loewen Group Inc. The Company also announced it had completed a record level of acquisitions in the nine months ended September 30, 1996. RECORD REVENUE AND EARNINGS During the third quarter of 1996, revenues increased 51% to $231.5 million, up from $153.6 million for the same quarter of the previous year. Earnings from operations also increased to $47.3 million, up 67% from the same period in 1995. Before giving effect to 1996 costs associated with the hostile takeover proposal from Service Corporation International and 1995 non-recurring costs for legal proceedings, fully diluted earnings per share increased 26% to $0.29 for the three months ended September 30, 1996 from $0.23 for the same period in 1995. Fully diluted earnings per share after such non-recurring costs increased 25% to $0.25 for the third quarter from $0.20 for the same period in 1995. 2 For the first nine months of 1996, in comparison to the same period in 1995, revenue increased 54% to $647.7 million from $421.1 million. Earnings from operations rose 51% to $141.8 million from $93.9 million. Fully diluted earnings per share increased to $0.84 per share from $0.82 per share as the increase in net earnings was offset by the increased number of Common shares outstanding and the Series C preferred share dividend. Strong growth in the Company's cemetery division continued during the quarter, with 1996 cemetery revenues increasing 100% to $77.7 million in the third quarter of 1996 from $38.9 million the previous year. Gross margins for cemetery operations improved to 34.3% from 28.4% for the previous year's quarter. Funeral home revenues increased 23% in the third quarter to $130.8 million, up from $106.3 million in 1995. Funeral home gross margins were 38.5% for the three months ended September 30, 1996, as compared to 40.0% for the same quarter of 1995. Insurance revenues increased in the third quarter of 1996 to $23.0 million from $8.4 million in 1995, primarily due to the March 1996 acquisition of the insurance assets of S.I. Acquisition Associates L.P. 1996 ACQUISITION PROGRAM To date in 1996, the Company has acquired 132 funeral homes, 110 cemeteries and two insurance companies with an aggregate purchase price of approximately $520 million. In addition, the Company has signed agreements for the acquisition of 89 additional funeral homes and 91 additional cemeteries for an estimated aggregate purchase price of $277 million. The Company's acquisitions in 1996 have include S.I. Acquisition Associates L.P., with its 15 funeral homes, two cemeteries and two insurance companies; CMS West with its seven funeral homes and 28 cemeteries and, through an affiliate, the Eldridge group with its eight cemeteries. These operations have significantly strengthened the Company's presence in Louisiana, Pennsylvania and Michigan respectively. To date in 1996, The Loewen Group has been involved in acquisitions or structured transactions totalling $1.3 billion. Loewen has signed or closed $797 million in acquisitions. In addition, with Blackstone Capital Partners II Merchant Banking Fund L.P., Loewen has invested in two highly innovative structured transactions aggregating $535 million - the $295 million August 1996 acquisition of Prime Succession, Inc., and the $240 million signed acquisition of the Rose Hills Memorial Park and mortuary, which is expected to close in late November 1996. Loewen invested $78 million in cash in the Prime transaction and expects to invest $72 million in cash and $23 million in property in the Rose Hills transaction. "We remain committed to maximizing shareholder value through effective cost management and an aggressive program of acquisitions, which this year has given us the largest acquisition volume of any funeral and cemetery company in North America," said Chairman and CEO Raymond L. Loewen. 3 "The key to our success and credibility is the quality of our service to families on the local level, our succession planning commitments to new affiliates and a sharp focus on strong financial management, " said Mr. Loewen. STRATEGIC INVESTMENTS On September 20, 1996, The Loewen Group announced the formation of its second corporate venture with Blackstone Capital Partners, to acquire the cemetery and mortuary operations and assets of The Rose Hills Memorial Park Association and Roses Inc., of Los Angeles for $240 million. Among Rose Hills' operations and assets are Rose Hills Memorial Park, the largest cemetery in North America, and its mortuary, which serves more families annually than any other single location mortuary in the United States. As part of the transaction, 14 funeral homes and two combination funeral home/cemetery operations currently owned by Loewen in Los Angeles and Orange Counties will be integrated into the new company. "This transaction, which we expect will be additive to earnings per share in 1997, is part of Loewen's long-term growth plan to acquire strategic operators consisting of larger urban properties as well as small, family-owned funeral homes and cemeteries, a strategy which is making Loewen the trendsetter in our industry and which we believe will add long-term value for our shareholders," said Mr. Loewen. The previously announced investment in Prime Succession Inc., North America's fourth largest operator by revenue, was completed on August 26, 1996. Together, with Loewen's proposed investment in Rose Hills, these strategic investments provide an opportunity to significantly expand Loewen's presence and involvement in premier funeral and cemetery properties in the United States. SCI HOSTILE TAKEOVER OFFER On September 17, 1996, Service Corporation International announced its intention to launch a hostile takeover proposal of The Loewen Group Inc., initially offering a stock for stock exchange valuing Loewen Common shares at $43. On October 2, 1996, SCI announced it intended to make a share exchange tender offer valuing Loewen's Common shares at $45 and its Series C Preferred shares at $29.50. Both proposals were unanimously rejected by Loewen's Board of Directors, which stated that the best way to maximize value for shareholders is through continued implementation of the Company's long-term business plan as an independent company. In a letter to shareholders dated October 10, Mr. Loewen said the Company would continue to execute its business plan. "We have the right strategy, and its working. We have the right team and a reputation as a provider of superior services. We're in the right industry at the right time. And we have built a strong foundation for significant growth in revenues and profitability in the future," he wrote. 4 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 13,000 people and owns and operates 947 funeral homes and 289 cemeteries across the United States and Canada. Over 90 per cent of the Company's revenue is derived from the United States. - -30- -----END PRIVACY-ENHANCED MESSAGE-----