8-K 1 h88680e8-k.txt SERVICE CORPORATION INTERNATIONAL - 6/18/01 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 18, 2001 SERVICE CORPORATION INTERNATIONAL Exact Name of Registrant as Specified in its Charter TEXAS 1-6402-1 74-1488375 State of Incorporation or Commission File Number I.R.S. Employer Organization Identification No. 1929 ALLEN PARKWAY HOUSTON, TEXAS 77019 Address of Principal Executive Offices (Zip Code) (713) 522-5141 Registrant's telephone number, including area code -------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS. On June 18, 2001, Service Corporation International (the "Company") entered into a Purchase Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Banc of America Securities LLC, UBS Warburg LLC, and Raymond James & Associates, Inc., pursuant to which the Company issued $300 million aggregate principal amount of 6 3/4% Convertible Subordinated Notes Due 2008 (the "Notes"). The net proceeds from the sale of the Notes were approximately $289 million, and will be used by the Company to repay debt, including a portion of its indebtedness under its revolving credit facilities. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. Exhibit Number Description 1.1 Purchase Agreement dated as of June 18, 2001 4.1 2001 Subordinated Indenture dated as of June 22, 2001, between Service Corporation International and The Chase Manhattan Bank, as Trustee 4.2 First Supplemental Indenture dated as of June 22, 2001, between Service Corporation International and The Chase Manhattan Bank, as Trustee, including the form of 6 3/4% Convertible Subordinated Note Due 2008 3 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: June 27, 2001 SERVICE CORPORATION INTERNATIONAL By: /s/ W. CARDON GERNER ----------------------------------- Name: W. Cardon Gerner ----------------------------------- Title: Vice President Corporate Controller ----------------------------------- 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 1.1 Purchase Agreement dated as of June 18, 2001 4.1 2001 Subordinated Indenture dated as of June 22, 2001, between Service Corporation International and The Chase Manhattan Bank, as Trustee 4.2 First Supplemental Indenture dated as of June 22, 2001, between Service Corporation International and The Chase Manhattan Bank, as Trustee, including the form of 6 3/4% Convertible Subordinated Note Due 2008