-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IArSnZJ0dIrbnYe09+QAvakDAGgAjIMuhiMYo1LvlY0KKDPQJhB8cbFK7pQOLFzp V1wcvsfeJsFnY8bts/bIXw== 0000950129-95-000768.txt : 199507140000950129-95-000768.hdr.sgml : 19950714 ACCESSION NUMBER: 0000950129-95-000768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950713 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950713 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000089089 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 741488375 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06402 FILM NUMBER: 95553758 BUSINESS ADDRESS: STREET 1: 1929 ALLEN PKWY STREET 2: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219 BUSINESS PHONE: 7135225141 MAIL ADDRESS: STREET 1: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219-0548 8-K 1 FORM 8-K -- SERVICE CORPORATION INTERNATIONAL 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 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): July 13, 1995 SERVICE CORPORATION INTERNATIONAL - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-6402-1 74-1488375 - ---------------------------------- ------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1929 Allen Parkway, Houston, Texas 77019 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 522-5141 2 ITEM 5. OTHER EVENTS On July 13, 1995, Service Corporation International (the "Company") and Service Corporation International (Canada) Limited ("SCI Canada") jointly announced that, subject to board approval, they have reached an agreement under which the Company would offer to acquire the shares of SCI Canada not already owned by the Company. Under the proposed terms of the agreement, minority shareholders would receive cash consideration of Cdn. $22.75 per share of SCI Canada. For additional information, see the Press Release which is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits - the following is the exhibit being filed with this report: 99.1 - Service Corporation International Press Release dated July 13, 1995 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. SERVICE CORPORATION INTERNATIONAL Date: July 13, 1995 By: /s/ George R. Champagne ------------------------------ George R. Champagne Senior Vice President Chief Financial Officer EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 [SCI LETTERHEAD] FOR IMMEDIATE RELEASE SERVICE CORPORATION INTERNATIONAL AND SCI CANADA REACH AGREEMENT ON PURCHASE OF MINORITY SHARES HOUSTON, TEXAS, JULY 13, 1995 . . . Service Corporation International (SCI) and Service Corporation International (Canada) Limited (SCI Canada) jointly announced today that, subject to board approval, they have reached an agreement under which SCI would offer to acquire the shares of SCI Canada not already owned by SCI. Under the proposed terms of the agreement, minority shareholders would receive cash consideration of Cdn. $22.75 per share. This price will be paid for all outstanding shares held by the minority and all shares issuable under existing stock options. It is anticipated that the vesting of all existing unvested stock options will be accelerated, and that all existing stock options will be exercised prior to the closing of the transaction. On May 18, 1995, SCI announced that it was considering a proposal to acquire the minority shares of SCI Canada at a price of Cdn. $21.50 per share. SCI Canada established a special committee of its board to review the possible transaction with SCI. SCI Canada's Special Committee retained its own advisors, including Richardson Greenshields of Canada Limited, which was asked to prepare a valuation of SCI Canada's business. Richardson Greenshields has advised SCI Canada's Special Committee that the valuation will indicate a range of values of 2 SCI/SCIC - Page 2 Cdn. $21.50-$24.00 per SCI Canada share. SCI Canada's Special Committee met with representatives of SCI and, based upon this advice, determined to recommend to the SCI Canada board the approval of the transaction at the proposed price of Cdn. $22.75 per share. A special committee of the SCI board has also met and determined to recommend this proposed transaction and price to the SCI board for approval. The boards of directors of SCI and SCI Canada will meet on July 19, 1995 to consider the transaction. Assuming the boards of directors approve the transaction which is to be implemented by an amalgamation between SCI Canada and a subsidiary of SCI, the transaction would then be subject to the approval of SCI Canada's shareholders (including a separate approval by a simple majority of SCI Canada's minority shareholders) at a special meeting of SCI Canada's shareholders expected to be held on August 28, 1995. If approved by SCI Canada's shareholders, the amalgamation would take place on August 31, 1995. SCI Canada currently owns and operates 74 funeral homes and three cemeteries in British Columbia, Alberta, Ontario and Quebec. The company is traded under the ticker symbol SVK on the Toronto Stock Exchange. Service Corporation International is the largest funeral home and cemetery organization in the world. With 1,561 funeral homes, 246 cemeteries and 110 crematories as of June 30, 1995, SCI 3 SCI/SCIC - Page 3 affiliates provide funeral and cemetery services throughout the United States, Canada, Australia, and the United Kingdom. SCI's stock is traded on the New York Stock Exchange. The company's ticker symbol is SRV. # # # For additional information contact: SERVICE CORPORATION INTERNATIONAL: Investor Relations Todd Matherne (713) 525-5243 102121.2653@compuserve.com Media Bill Barrett (713) 525-5497 102250.1742@compuserve.com SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED: Jack Gordon (604) 294-9338 -----END PRIVACY-ENHANCED MESSAGE-----