0001144204-13-035114.txt : 20130617 0001144204-13-035114.hdr.sgml : 20130617 20130617101130 ACCESSION NUMBER: 0001144204-13-035114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130612 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130617 DATE AS OF CHANGE: 20130617 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: 13915865 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 v347552_8k.htm CURRENT REPORT

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): June 17, 2013

 

Service Corporation International
(Exact name of Registrant as specified in its charter)

 

Texas
(State or other jurisdiction
of incorporation)		 1-6402-1
(Commission File Number)		 74-1488375
(I.R.S. Employer Identification Number)

 

 

1929 Allen Parkway

Houston, Texas
(Address of principal executive offices)

77019

(Zip code)

   

(713) 522-5141

(Registrant’s telephone number, including area code)

 

N.A.

(Former name or former address, if changes 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 (see General Instruction A.2. below):

 

¨ 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 240.13e-4(c))

 

 
 

 

Item 8.01 Other Information

  

On June 17, 2013, the Company issued a press release announcing that it had commenced a private offering (the “Offering”) of $425 million aggregate principal amount of Senior Notes due 2022 (the “Notes”). The full text of the press release is attached hereto as Exhibit 99.1.

 

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States only to non-U.S. investors pursuant to Regulation S. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

 

The information contained in this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the notes or any other securities of the Company. Any securities to be offered by the Company, will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

 

Item 9.01 Financial Statements and Exhibits

 

(d) The following exhibits are included with this report:

 

Exhibit No. Description
   
99.1 Press release dated June 17, 2013

 

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 17, 2013

 

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

 

 
 

 

EXHIBITS

 

Exhibit No. Description
   
99.1 Press release dated June 17, 2013       

 

 

 

 

 EX-99.1 2 v347552_ex99-1.htm EXHIBIT 99.1

Service Corporation International Announces Private Offering of $425 Million of Senior Notes

HOUSTON, June 17, 2013 /PRNewswire/ -- Service Corporation International (NYSE: SCI) (the "Company") announced today that it has commenced a private offering of $425 million aggregate principal amount of Senior Notes due 2022. The Company intends to use the net proceeds from the offering, together with borrowings under its senior credit facilities and cash on hand, to finance the Company's previously announced acquisition of Stewart Enterprises, Inc. ("Stewart"), including the repayment of certain existing indebtedness of Stewart and the payment of transaction costs. The proceeds from the offering will be placed in escrow pending the closing of the acquisition. The acquisition is expected to close in late 2013 or early 2014, subject to regulatory approvals and customary closing conditions. If the acquisition is not completed, the company will be required to redeem all of the notes.

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States only to non-U.S. investors pursuant to Regulation S. The notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Cautionary Statement on Forward-Looking Statements
The statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements have been made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995. These statements may be accompanied by words such as "believe," "estimate," "project," "expect," "anticipate," or "predict," that convey the uncertainty of future events or outcomes. These statements are based on assumptions that we believe are reasonable; however, many important factors could cause our actual results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of us. Important factors which could cause actual results to differ materially from those in forward-looking statements include, among others, unfavorable conditions in the financing markets, divestitures that may be required in connection with obtaining antitrust approvals for the acquisition, and our ability to successfully complete these proposed offerings on favorable terms.

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2012 Annual Report on Form 10-K. Copies of this document as well as other SEC filings can be obtained from our website at http://www.sci-corp.com. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.

About Service Corporation International
Service Corporation International, headquartered in Houston, Texas, is North America's leading provider of deathcare products and services. At March 31, 2013, we owned and operated 1,437 funeral homes and 374 cemeteries (of which 213 are combination locations) in 43 states, eight Canadian provinces and the District of Columbia. Through our businesses, we market the Dignity Memorial® brand which offers assurance of quality, value, caring service, and exceptional customer satisfaction. For more information about Service Corporation International, please visit our website at www.sci-corp.com. For more information about Dignity Memorial®, please visit www.dignitymemorial.com.

For additional information contact:






Investors:

Debbie Young - Director / Investor Relations

(713) 525-9088

Media:

Lisa Marshall - Managing Director / Corporate Communications

(713) 525-3066