0001144204-12-059307.txt : 20121105 0001144204-12-059307.hdr.sgml : 20121105 20121105073530 ACCESSION NUMBER: 0001144204-12-059307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121105 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121105 DATE AS OF CHANGE: 20121105 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: 121178546 BUSINESS ADDRESS: STREET 1: 1929 ALLEN PKWY STREET 2: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135225141 MAIL ADDRESS: STREET 1: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219-0548 8-K 1 v326787_8k.htm FORM 8-K

 

 

UNITED STATES

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 5, 2012

 

Service Corporation International

(Exact name of registrant as specified in its charter)

 

Texas   1-6402-1   74-1488375
         

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. 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

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

  

 
 

 

Item 7.01 Regulation FD Disclosure.

 

On November 5, 2012, Service Corporation International, a Texas corporation (“SCI”), issued a press release announcing that, subject to market and other conditions, SCI intends to offer senior notes in an underwritten public offering under a shelf registration statement (the “Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. SCI will use the net proceeds from this offering, along with a borrowing of approximately $9.6 million under its second amended and restated credit facility, to redeem all of its outstanding 7 3/8% Senior Notes due 2014.

 

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Information set forth in this release contains forward-looking statements, which involve a number of risks and uncertainties. SCI cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information.

 

Factors that could cause actual results to differ from those set forth in the forward-looking statements are contained in SCI's filings with the SEC, which are available at SCI's website www.sci-corp.com or at the SEC's web site www.sec.gov. SCI disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise, except as required by applicable law.

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits.

 

Exhibit No.   Description
     
99.1  

Press Release dated November 5, 2012. 

  

 
 

  

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 5, 2012

SERVICE CORPORATION INTERNATIONAL

 

  
  By:   /s/ Gregory T. Sangalis  
    Name:   Gregory T. Sangalis  
    Title:   Senior Vice President, General Counsel and Secretary  

 

 

 EX-99.1 2 v326787_ex99-1.htm EXHIBIT 99.1

Service Corporation International Announces Senior Notes Offering

HOUSTON, Nov. 5, 2012 /PRNewswire/ -- Service Corporation International (NYSE: SCI) ("SCI"), the largest provider of deathcare products and services in North America, announced today that it intends to offer $200 million aggregate principal amount of its senior notes due 2020, subject to market and other conditions. The offering will be made by means of an underwritten public offering pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission ("SEC"). SCI will use the net proceeds from this offering, along with a borrowing of approximately $9.6 million under its second amended and restated credit facility, to redeem all of its outstanding 7 3/8% Senior Notes due 2014.

J.P. Morgan Securities will act as the lead joint bookrunning manager for the offering. The offering may be made only by means of a prospectus and related prospectus supplement. The prospectus supplement will be filed with the SEC and may be found on its website at www.sec.gov. When available, copies of the prospectus supplement relating to the public offering may be obtained from:

J.P. Morgan Securities
383 Madison Avenue, 3rd Floor
New York, NY 10179
Attention: Syndicate Desk
Telephone: 800-245-8812

This press release does not constitute an offer to sell nor the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. The notes will be offered only by means of a prospectus, including the prospectus supplement relating to the notes, meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This release does not constitute a call or other notice of redemption of SCI's 7 3/8% Senior Notes due 2014.

Forward-Looking Statements

Information set forth in this release contains forward-looking statements, which involve a number of risks and uncertainties. SCI cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information.

Factors that could cause actual results to differ from those set forth in the forward-looking statements are contained in SCI's filings with the SEC, which are available at SCI's website www.sci-corp.com or at the SEC's web site www.sec.gov. SCI disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise, except as required by applicable law.

For additional information contact:




Investors:  Debbie Young - Director / Investor Relations                                  

(713) 525-9088

Media:  Lisa Marshall - Managing Director / Corporate Communications      

(713) 525-3066