-----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, JQYiAmvYTVyTEjzZXAg6+ScKsajSl9rGRBWp8YOd2cP7D6wkPYobGST7+W7VcyOt 0ZQZC9iQhSx6vEB/p9drsA== 0001275287-06-003027.txt : 20060526 0001275287-06-003027.hdr.sgml : 20060526 20060526094202 ACCESSION NUMBER: 0001275287-06-003027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 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: 06868875 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 sc6010.txt 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) May 26, 2006 (May 25, 2006) 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 May 25, 2006, Service Corporation International issued a press release announcing it received a request for additional information and materials from the U.S. Federal Trade Commission in connection with its proposed merger with Alderwoods Group, Inc. The attached Exhibit 99.1 is not filed, but is furnished to comply with Regulation FD. The information in this Current Report on Form 8-K, including the exhibit, 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 (d) Attached hereto as Exhibit 99.1 is a copy of Service Corporation International's press release. 99.1 Press Release, dated May 25, 2006 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. May 26, 2006 Service Corporation International By: /s/ Eric D. Tanzberger ----------------------------- Eric D. Tanzberger Senior Vice President and Corporate Controller EX-99.1 2 sc6010ex991.txt EXHIBIT 99.1 Exhibit 99.1 FTC ISSUES REQUESTS FOR ADDITIONAL INFORMATION IN SERVICE CORPORATION INTERNATIONAL / ALDERWOODS MERGER HOUSTON and CINCINNATI, May 25 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI) ("SCI") and Alderwoods Group, Inc. (Nasdaq: AWGI) ("Alderwoods") today announced that they have each received a request for additional information from the Federal Trade Commission ("FTC") in connection with its review of SCI's pending acquisition of Alderwoods. The FTC requests extend the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. SCI and Alderwoods intend to continue to work with the FTC and to respond promptly to the request. In addition, the Canadian Competition Bureau has certified as complete the long-form filings made by SCI and Alderwoods under the Competition Act (Canada). The statutory waiting period under the Competition Act will expire on June 30, 2006. The companies continue to believe that the pending acquisition will be completed by the end of 2006. Forward-Looking Statements Certain statements contained in this press release, including, but not limited to, information regarding the expected closing of the proposed transaction, as well as certain information in other filings with the Securities Exchange Commission ("SEC") and elsewhere are forward-looking statements within the meaning of Section 27A(i) of the Securities Act of 1933 and Section 21E(i) of the Securities Exchange Act of 1934. The words "believe," "will," "continue," "intend," "expect" and similar expressions identify these forward-looking statements. These forward-looking statements are made subject to certain risks and uncertainties that could cause actual results to differ materially from those stated, including the following: the ability to obtain regulatory approvals of the proposed transaction on the proposed terms and schedule; the failure of Alderwoods stockholders to approve the proposed transaction; and various other uncertainties associated with the funeral service industry in general and Alderwoods's and SCI's operations in particular, which are referred to in Alderwoods's and SCI's periodic reports filed with the SEC, especially under the headings "Forward-Looking Statements" and "Risk Factors." Alderwoods and SCI undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. About Service Corporation International Service Corporation International, headquartered in Houston, Texas, owns and operates funeral service locations and cemeteries. Service Corporation International has an extensive network of businesses, including 1,053 funeral service locations and 354 cemeteries in North America as of March 31, 2006. For more information about Service Corporation International, please visit our website at http://www.sci-corp.com . About Alderwoods Group, Inc. Alderwoods Group, Inc. is the second largest operator of funeral homes and cemeteries in North America, based upon total revenue and number of locations. As of March 25, 2006, Alderwoods operated 584 funeral homes, 73 cemeteries and 60 combination funeral homes and cemeteries throughout North America. Alderwoods provides funeral and cemetery services and products on both an at- need and pre-need basis. In support of the pre-need business, Alderwoods operates insurance subsidiaries that provide customers with a funding mechanism for the pre-arrangement of funerals. For more information about Alderwoods, please visit http://www.alderwoods.com . Service Corporation International Contacts Investors: Debbie Young - Director / Investor Relations (713) 525-9088 Media: Greg Bolton - Director / Corporate Communications (713) 525-5235 Steve Frankel / Jamie Moser Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 Alderwoods Group, Inc. Contact Investors / Media: Kenneth A. Sloan - Executive Vice President, Chief Financial Officer (416) 498-2455 SOURCE Service Corporation International -0- 05/25/2006 /CONTACT: investors, Debbie Young, Director, Investor Relations, +1-713-525-9088, or media, Greg Bolton, Director, Corporate Communications, +1-713-525-5235, both of Service Corporation International; or Steve Frankel, or Jamie Moser, both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for Service Corporation International; or Kenneth A. Sloan, Executive Vice President, Chief Financial Officer of Alderwoods Group, Inc., +1-416-498-2455/ /Web site: http://www.sci-corp.com http://www.alderwoods.com / (SCI AWGI) -----END PRIVACY-ENHANCED MESSAGE-----