UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2019
Service Corporation International
(Exact Name of Registrant as Specified in 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, and Zip Code)
(713) 522-5141
Registrant’s Telephone Number, Including Area Code
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock ($1 par value) | SCI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Information |
On June 14, 2019, Service Corporation International (the “Company”) issued a press release announcing the redemption of all of the Company’s outstanding 5.375% Senior Notes due 2022.
The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| 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 14, 2019 | |
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.
June 14, 2019
| By: | /s/ Eric D. Tanzberger | |
| Eric D. Tanzberger | ||
| Senior Vice President | ||
| Chief Financial Officer |
Exhibit 99.1
Service Corporation International to Redeem All Outstanding 5.375% Senior Notes due 2022
HOUSTON, June 14, 2019 — Service Corporation International (NYSE: SCI) announced today that it intends to redeem all of the outstanding 5.375% Senior Notes due 2022 (the “Notes”) not purchased pursuant to its previously announced tender offer for such Notes.
The redemption date will be July 15, 2019 and the Notes will be redeemed at par.
Payment will be made upon presentation and surrender of the Notes to The Bank of New York Mellon Trust Company, N.A.
Cautionary Statement on Forward-Looking Statements
The statements in this press release that are not historical facts are forward-looking statements 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 us, or on our behalf. Important factors, which could cause actual results to differ materially from those in forward-looking statements include, among others, the following:
| • | Our affiliated trust funds own investments in securities, which are affected by market conditions that are beyond our control. |
| • | We may be required to replenish our affiliated funeral and cemetery trust funds to meet minimum funding requirements, which would have a negative effect on our earnings and cash flow. |
| • | Our ability to execute our strategic plan depends on many factors, some of which are beyond our control. |
| • | Our credit agreements contain covenants that may prevent us from engaging in certain transactions. |
| • | If we lost the ability to use surety bonding to support our preneed activities, we may be required to make material cash payments to fund certain trust funds. |
| • | The funeral and cemetery industry is competitive. |
| • | Increasing death benefits related to preneed contracts funded through life insurance or annuity contracts may not cover future increases in the cost of providing a price-guaranteed service. |
| • | The financial condition of third-party insurance companies that fund our preneed contracts may impact our future revenue. |
| • | Unfavorable results of litigation could have a material adverse impact on our financial statements. |
| • | Unfavorable publicity could affect our reputation and business. |
| • | If the number of deaths in our markets declines, our cash flows and revenue may decrease. |
| • | If we are not able to respond effectively to changing consumer preferences, our market share, revenue, cash flows, and/or profitability could decrease. |
| • | The continuing upward trend in the number of cremations performed in North America could result in lower revenue, operating profit, and cash flows. |
| • | Our funeral and cemetery businesses are high fixed-cost businesses. |
| • | Regulation and compliance could have a material adverse impact on our financial results. |
| • | Cemetery burial practice claims could have a material adverse impact on our financial results. |
| • | We use a combination of insurance, self-insurance, and large deductibles in managing our exposure to certain inherent risks; therefore, we could be exposed to unexpected costs that could negatively affect our financial performance. |
| • | A number of years may elapse before particular tax matters, for which we have established accruals, are audited and finally resolved. |
| • | Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could have a material adverse effect on the results of our operations, financial condition, or cash flows. |
| • | Declines in overall economic conditions beyond our control could reduce future potential earnings and cash flows and could result in future impairments to goodwill and/or other intangible assets. |
| • | Any failure to maintain the security of the information relating to our customers, their loved ones, our associates, and our vendors could damage our reputation, could cause us to incur substantial additional costs and to become subject to litigation, and could adversely affect our operating results, financial condition, or cash flow. |
| • | Our Canadian business exposes us to operational, economic, and currency risks. |
| • | Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and may prevent us from fulfilling our obligations under our indebtedness. |
| • | A failure of a key information technology system or process could disrupt and adversely affect our business. |
| • | Failure to maintain effective internal control over financial reporting could adversely affect our results of operations, investor confidence, and our stock price. |
| • | The application of unclaimed property laws by certain states to our preneed funeral and cemetery backlog could have a material adverse impact on our liquidity, cash flows, and financial results. |
For further information on these and other risks and uncertainties, see our SEC filings, including our 2018 Annual Report on Form 10-K. Copies of this document as well as other SEC filings can be obtained from our website at 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 (NYSE: SCI), headquartered in Houston, Texas, is North America’s leading provider of deathcare products and services. At March 31, 2019, we owned and operated 1,479 funeral service locations and 482 cemeteries (of which 287 are combination locations) in 44 states, eight Canadian provinces, the District of Columbia, and Puerto Rico. 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.