-----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, R9DWuOVzfFImtIEOMIHf7n9wwiSBey2hJak4RxA8k4R5nC/3G6k4SvFXBWaxlDJ/ Gn6zBe38mYVBK1w+zPXfxw== 0001275287-06-004901.txt : 20060922 0001275287-06-004901.hdr.sgml : 20060922 20060922100951 ACCESSION NUMBER: 0001275287-06-004901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060922 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060922 DATE AS OF CHANGE: 20060922 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: 061103427 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 sc7261.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): September 22, 2006 (September 20, 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:

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

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

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

o	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 September 20, 2006, Service Corporation International, a Texas corporation (the “Company”) issued a press release announcing it had determined the consideration to be paid for its outstanding 7.70% Notes due April 15, 2009, CUSIP Nos. 817565AX2, 817565AV6 and 817565AW4 (the “Notes”), in connection with the cash tender offer and consent solicitation for the Notes previously announced in a press release file on a Form 8-K dated September 8, 2006. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On September 20, 2006, the Company issued a press release announcing that as of 5:00 p.m., New York City time, on September 20, 2006, the Company had received valid tenders and consents from holders of approximately $138,932,000 principal amount (approximately 96.17%) of the Notes in connection with the Company’s cash tender offer and consent solicitation for the Notes, as previously announced in a press release filed on a Form 8-K dated September 8, 2006. The Company has received sufficient consents from the holders of the Notes to amend the indenture governing the Notes. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Nothing in this report should be construed as an offer to purchase the Notes, as such offer is only being made upon the terms and is subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated September 7, 2006 and the related Letter of Transmittal and Consent.

Item 9.01 Financial Statements and Exhibits

	(d) - Exhibits.

	99.1	Press release dated September 20, 2006 issued by the Company related to the determination of the price for the Company’s previously announced tender offer and consent solicitation.

	99.2	Press release dated September 20, 2006 issued by the Company related to the Company’s consent solicitation.

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: September 22, 2006	SERVICE CORPORATION INTERNATIONAL


	By:	/s/ Eric D. Tanzberger

	Name:	Eric D. Tanzberger
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1 2 sc7261ex991.htm EXHIBIT 99.1

Exhibit 99.1

Service Corporation International Announces Preliminary Results of
Tender Offer and Consent Solicitation for Certain of Its 7.70% Notes Due
April 15, 2009

As of 5:00 p.m., New York City time, on September 20, 2006 (the “Consent Date”), the last day and time for holders to deliver their Notes pursuant to the tender offer and be eligible to receive the Total Consideration including the Consent Payment, holders of approximately $138,932,000 in aggregate principal amount of Notes had tendered their Notes pursuant to the tender offer. This participation represents approximately 96.17% of the total principal amount of Notes outstanding. Notes tendered prior to the Consent Date may no longer be withdrawn and consents delivered prior to the Consent Date may no longer be revoked.

SCI also announced that it has received the requisite consents to adopt the proposed amendments pursuant to the consent solicitation. As a result, it is expected that SCI and the indenture trustee will execute a supplemental indenture in respect of such amendments, with such amendments to become operative upon the acceptance for payment of Notes pursuant to the tender offer.

Holders who validly tendered their Notes by the Consent Date will be eligible to receive the Total Consideration offered in the tender offer and consent solicitation, namely $1,058.11 per $1,000 principal amount of Notes validly tendered and not properly withdrawn prior to the Consent Date. Holders who validly tender their Notes after the Consent Date and on or prior to 11:59 p.m., New York City time, October 5, 2006 (the “Expiration Date”), will be eligible to receive $1,038.11 per $1,000 principal amount of Notes validly tendered and not properly withdrawn, representing the Total Consideration less the consent payment of $20.00 per $1,000 principal amount. In addition, holders whose Notes are purchased will be paid accrued and unpaid interest up to, but not including, the payment date. Payments are expected to be made promptly after the Expiration Date.

J.P. Morgan Securities Inc. is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Questions concerning the terms of the tender offer and the consent solicitation may be directed to J.P. Morgan Securities Inc. at (212) 270-3994 (call collect). Copies of the Offer to Purchase and Consent Solicitation Statement dated September 7, 2006 may be obtained by calling the information agent, Global Bondholder Services Corporation, toll-free at (866) 470-3900 or at (212) 430-3774 (banks and brokerage firms).

SCI currently has outstanding a separate series of 7.70% Notes due 2009, which have different CUSIP Numbers. SCI is not making a tender offer or consent solicitation for those notes.

This communication is for informational purposes only. It is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated September 7, 2006. SCI reserves the right to terminate, withdraw or amend the tender offer and consent solicitation at any time and from time to time subject to applicable law, as described therein. Any comments or statements made herein do not necessarily reflect those of J.P. Morgan Securities Inc., Global Bondholder Services Corporation, or their respective subsidiaries and affiliates.

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 offer.

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission (SEC) filings, including our 2005 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. SCI has an extensive network of businesses including 1,041 funeral service locations and 351 cemeteries in North America as of June 30, 2006. 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: Greg Bolton - Director / Corporate Communications
(713) 525-5235

SOURCE Service Corporation International
          -0-                                                  09/20/2006
          /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/
          /Web site: http://www.sci-corp.com /

EX-99.2 3 sc7261ex992.htm EXHIBIT 99.2

Exhibit 99.2

Service Corporation International Announces the Determination of the
Consideration for Certain of Its 7.70% Notes Due April 15, 2009

HOUSTON, Sept. 20 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), which owns and operates funeral service locations and cemeteries, announced today the determination of the consideration payable in its previously announced cash tender offer for any and all of its outstanding 7.70% Notes due April 15, 2009, CUSIP Nos. 817565AX2, 817565AV6 and 817565AW4 (the “Notes”), and related consent solicitation under the Offer to Purchase and Consent Solicitation Statement dated September 7, 2006 (the “Offer to Purchase”) and the related Letter of Transmittal and Consent. The total consideration for the Notes (the “Total Consideration”), which will be payable in respect of the Notes that are accepted for payment and that are validly tendered and not withdrawn prior to the Consent Date (as defined below), will be $1,058.11 per $1,000 principal amount of the Notes, which includes a $20.00 payment (“Consent Payment”), payable only in respect of Notes that are tendered with consents on or prior to the Consent Date. In addition, holders will be paid accrued and unpaid interest on the tendered Notes up to, but not including, the payment date.

The Total Consideration for the Notes was determined as of 2:00 p.m., New York City time, today and is calculated based in part on the 3-1/8% U.S. Treasury Note due April 15, 2009 (the “Reference Security”). The Reference Security Yield and the Tender Offer Yield to calculate the Total Consideration are 4.713% and 5.213%, respectively. The Total Consideration for each $1,000 principal amount of Notes validly tendered prior to the Consent Date will be $1,058.11, the present value of the scheduled payments on the Notes based on a fixed spread pricing formula, which is calculated utilizing a yield equal to the Reference Security, plus 50 basis points, namely the Tender Offer Yield, minus any accrued and unpaid interest up to, but not including, the payment date. The detailed methodology for calculating the Total Consideration for Notes is outlined in the Offer to Purchase.

The consent solicitation will expire at 5:00 p.m., New York City time, today, unless earlier terminated or extended (such date and time, as the same may be extended, the “Consent Date”). Holders who tender their Notes must consent to the proposed amendments. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Date.

Holders who validly tender their Notes on or prior to the Consent Date will be eligible to receive the Total Consideration. Holders who validly tender their Notes after the Consent Date and on or prior to 11:59 p.m., New York City time, October 5, 2006 (the “Expiration Date”) will be eligible to receive the Total Consideration less the Consent Payment. In either case, SCI will pay holders whose Notes are validly tendered and accepted for purchase, accrued and unpaid interest up to, but not including, the payment date. Payments are expected to be made promptly after the Expiration Date.

J.P. Morgan Securities Inc. is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Questions concerning the terms of the tender offer and the consent solicitation may be directed to J.P. Morgan Securities Inc. at (212) 270-3994 (call collect). Copies of the Offer to Purchase may be obtained by calling the information agent, Global Bondholder Services Corporation, toll-free at (866) 470-3900 or at (212) 430-3774 (banks and brokerage firms).

SCI currently has outstanding a separate series of 7.70% Notes due 2009, which have different CUSIP Numbers. SCI is not making a tender offer or consent solicitation for those notes.

Cautionary Statement on Forward-Looking Statements

For additional information contact:

Investors: Debbie Young - Director / Investor Relations
(713) 525-9088

Media: Greg Bolton - Director / Corporate Communications
(713) 525-5235

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