-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SloiQBYeW7FobSeGIgXonetd5x5TwrEys8WYT/QO6tPDlcQ0PkKdkRcQg6ciI0EG zzagdX/8AxYMUPAXxGOIdg== 0001275287-05-002202.txt : 20050613 0001275287-05-002202.hdr.sgml : 20050611 20050610183600 ACCESSION NUMBER: 0001275287-05-002202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050610 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050613 DATE AS OF CHANGE: 20050610 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: 05890941 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 sc2914.txt ================================================================================ 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 10, 2005 SERVICE CORPORATION INTERNATIONAL ------------------------------------------------------ (Exact name of registrant as specified in its charter) Texas 1-6402-1 74-1488375 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 June 10, 2005, Service Corporation International (SCI) issued a press release announcing the pricing of its previously announced private offering of $300 million of unsecured Senior Notes due 2017. The notes will bear interest at 7% per year and were priced at 99.003% of par. A copy of this press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. Also on June 10, 2005, Service Corporation International issued a press release announcing the early participation results and pricing of its previously announced cash tender offers. At the end of the early participation period, SCI had received tenders from holders of approximately $138.3 million aggregate principal amount of its 7.2% Notes (of a total outstanding principal amount of $149 million) and approximately $129.9 million aggregate principal amount of its 6.875% Notes (of a total outstanding principal amount of $143.5 million). A copy of this press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference. The attached Exhibit 99.1 and Exhibit 99.2 are not filed, but are furnished to comply with Regulation FD. The information in this Current Report on Form 8-K, including the exhibits, 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibits are included with this report EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------- 99.1 Press Release, dated June 10, 2005 announcing pricing of private offering of $300 million of unsecured Senior Notes 99.2 Press Release, dated June 10, 2005 announcing early participation results and pricing of cash tender offers 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: June 10, 2005 SERVICE CORPORATION INTERNATIONAL By: /s/ ERIC D. TANZBERGER ----------------------------- Eric D. Tanzberger Vice President and Corporate Controller EX-99.1 2 sc2914ex991.txt Exhibit 99.1 SERVICE CORPORATION INTERNATIONAL ANNOUNCES PRICING OF PRIVATE OFFERING OF $300 MILLION OF UNSECURED SENIOR NOTES HOUSTON, June 10 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), which owns and operates funeral service locations and cemeteries, announced today the pricing of its previously announced private placement offering of $300 million aggregate principal amount of unsecured Senior Notes due 2017. The notes will bear interest at 7% per year and were priced at 99.003% of par. The net proceeds from the offering are expected to be approximately $291 million and will be used, together with available cash, to retire the Company's 7.2% Notes due 2006 and 6.875% Notes due 2007. The offering is expected to close on June 15, 2005. On May 26, 2005, the Company commenced cash tender offers to purchase any and all of the principal amounts outstanding of its 7.2% Notes due 2006 and 6.875% Notes due 2007. The Company's obligation to purchase the 6.875% Notes (but not the 7.2% Notes) that are validly tendered pursuant to the tender offer for such notes is conditioned upon the receipt of at least $200 million in gross cash proceeds from this offering; however, the consummation of this offering is not dependent upon the outcome of the tender offers. The notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes will not initially be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 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, and our ability to successfully complete the previously announced tender offers and this proposed offering. For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2004 Annual Report on Form 10-K, as amended. 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. Service Corporation International, headquartered in Houston, Texas, owns and operates funeral service locations and cemeteries. We have an extensive network of businesses including 1,169 funeral service locations and 390 cemeteries in North America as of March 31, 2005. For more information about Service Corporation International, please visit our website at http://www.sci-corp.com . For additional information contact: Investors: Debbie Young - Director of Investor Relations (713) 525-9088 Media: Terry Hemeyer - Managing Director / Corporate Communications (713) 525-5497 SOURCE Service Corporation International -0- 06/10/2005 /CONTACT: investors, Debbie Young, Director of Investor Relations, +1-713-525-9088, or media, Terry Hemeyer, Managing Director-Corporate Communications, +1-713-525-5497, both of Service Corporation International/ /Web site: http://www.sci-corp.com / EX-99.2 3 sc2914ex992.txt Exhibit 99.2 SERVICE CORPORATION INTERNATIONAL ANNOUNCES EARLY PARTICIPATION RESULTS AND PRICING OF CASH TENDER OFFERS HOUSTON, June 10 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), which owns and operates funeral service locations and cemeteries, announced today that the early participation period for its cash tender offers to purchase any and all of its 7.2% Notes due 2006 and 6.875% Notes due 2007 ended yesterday at 5:00 p.m., New York City time. At the end of the early participation period, SCI had received tenders from holders of approximately $138.3 million aggregate principal amount of its 7.2% Notes (of a total outstanding principal amount of $149.0 million) and approximately $129.9 million aggregate principal amount of its 6.875% Notes (of a total outstanding principal amount of $143.5 million). The total consideration for each $1,000 principal amount of 7.2% Notes validly tendered prior to the early participation deadline is $1,029.33, which includes a $30.00 early participation payment. The total consideration for each $1,000 principal amount of 6.875% Notes validly tendered prior to the early participation deadline is $1,055.00, which includes a $30.00 early participation payment. Holders that have validly tendered prior to the early participation deadline will receive payment on the early payment date, which is expected to be June 16, 2005. The total consideration for the 7.2% Notes was determined by reference to a fixed spread of 50 basis points over the bid-side yield of the 2.5% U.S. Treasury Note due May 31, 2006, which was calculated at 2 p.m. New York City time, on June 10, 2005. The reference yield and the tender offer yield for the 7.2% Notes are 3.546% and 4.046%, respectively. The total consideration for the 6.875% Notes was determined by reference to a fixed spread of 62.5 basis points over the bid-side yield of the 2.75% U.S. Treasury Note due August 15, 2007, which was calculated at 2 p.m. New York City time, on June 10, 2005. The reference yield and the tender offer yield for the 6.875% Notes are 3.699% and 4.324%, respectively. Holders who tender 7.2% Notes after the early participation deadline will receive the tender offer consideration of $999.33 per $1,000 principal amount of 7.2% Notes tendered and will not receive the early participation payment. Holders who tender 6.875% Notes after the early participation deadline will receive the tender offer consideration of $1,025.00 per $1,000 principal amount of 6.875% Notes tendered and will not receive the early participation payment. Holders of notes that have been validly tendered following the early participation deadline, but prior to the expiration time, will receive payment on the final payment date, which is expected to be promptly after the expiration time. The Company will pay applicable accrued and unpaid interest on the notes from the most recent payment of semi-annual interest preceding the payment date for the notes up to, but not including, such payment date. The tender offers will expire at 5:00 p.m., New York City time, on Friday, June 24, 2005, unless terminated or extended. The tender offer for the 6.875% Notes due 2007 is subject to a financing condition, and both tender offers are subject to certain general conditions, each as described in more detail in the Offer to Purchase. Neither tender offer is conditioned upon the other. Either tender offer may be closed without the closing of the other. Questions concerning the terms of the tender offers may be directed to the co-dealer managers, Merrill Lynch & Co. toll-free at (888) 654-8637 or by collect call at (212) 449-4914 and JP Morgan toll-free at (866) 834-4666. Copies of the Offer to Purchase may be obtained by calling the information agent, Global Bondholder Services Corporation, toll-free at (866) 387-1500 or at (212) 430-3774 (banks and brokerage firms). 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 market conditions, and our ability to successfully complete the tender offers. For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2004 Annual Report on Form 10-K, as amended. 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. Service Corporation International, headquartered in Houston, Texas, owns and operates funeral service locations and cemeteries. We have an extensive network of businesses including 1,169 funeral service locations and 390 cemeteries in North America as of March 31, 2005. For more information about Service Corporation International, please visit our website at http://www.sci-corp.com . For additional information contact: Investors: Debbie Young - Director / Investor Relations (713) 525-9088 Media: Terry Hemeyer - Managing Director / Corporate Communications (713) 525-5497 SOURCE Service Corporation International -0- 06/10/2005 /CONTACT: investors, Debbie Young, Director-Investor Relations, +1-713-525-9088, or media, Terry Hemeyer, Managing Director-Corporate Communications, +1-713-525-5497, both of Service Corporation International/ /Web site: http://www.sci-corp.com / -----END PRIVACY-ENHANCED MESSAGE-----