-----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, Fxymk6KSbWWvQ7Hg/BelKkXkr9gNRyzEat+qKiRhQji8JhQpcu7tP0afx76VdqR3 2QdwKiXEbfS2OgxqwcrLmg== 0001047469-05-014639.txt : 20050513 0001047469-05-014639.hdr.sgml : 20050513 20050512210852 ACCESSION NUMBER: 0001047469-05-014639 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 44 FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S & H PROPERTIES & ENTERPRISES INC CENTRAL INDEX KEY: 0001174215 IRS NUMBER: 911249280 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-43 FILM NUMBER: 05826087 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANCOUVER FUNERAL CHAPEL INC CENTRAL INDEX KEY: 0001174216 IRS NUMBER: 910624755 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-26 FILM NUMBER: 05826070 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS WEST VIRGINIA INC CENTRAL INDEX KEY: 0001174218 IRS NUMBER: 550560791 STATE OF INCORPORATION: WV FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-11 FILM NUMBER: 05826054 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS WISCONSIN INC CENTRAL INDEX KEY: 0001174219 IRS NUMBER: 391021129 STATE OF INCORPORATION: WI FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-10 FILM NUMBER: 05826053 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN LAND CO INC CENTRAL INDEX KEY: 0001174221 IRS NUMBER: 391807638 STATE OF INCORPORATION: WI FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-51 FILM NUMBER: 05826097 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN SERVICE CORP CENTRAL INDEX KEY: 0001174213 IRS NUMBER: 910934791 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-63 FILM NUMBER: 05826109 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REEVES INC CENTRAL INDEX KEY: 0001174115 IRS NUMBER: 582004823 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-35 FILM NUMBER: 05826079 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINEBERRY GROUP INC CENTRAL INDEX KEY: 0001174116 IRS NUMBER: 980116499 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-57 FILM NUMBER: 05826103 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS PARTNER INC CENTRAL INDEX KEY: 0001174083 IRS NUMBER: 611206758 STATE OF INCORPORATION: IA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-78 FILM NUMBER: 05826124 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS LOUISIANA INC CENTRAL INDEX KEY: 0001174084 IRS NUMBER: 611297000 STATE OF INCORPORATION: LA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-95 FILM NUMBER: 05826141 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MARYLAND INC CENTRAL INDEX KEY: 0001174085 IRS NUMBER: 520660604 STATE OF INCORPORATION: MD FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-94 FILM NUMBER: 05826140 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MASSACHUSETTS INC CENTRAL INDEX KEY: 0001174086 IRS NUMBER: 043100570 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-93 FILM NUMBER: 05826139 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOBA HABY INSURANCE AGENCY CENTRAL INDEX KEY: 0001174087 IRS NUMBER: 043166007 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-03 FILM NUMBER: 05826046 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MICHIGAN INC CENTRAL INDEX KEY: 0001174088 IRS NUMBER: 383220735 STATE OF INCORPORATION: MI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-92 FILM NUMBER: 05826138 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MINNESOTA INC CENTRAL INDEX KEY: 0001174089 IRS NUMBER: 410144090 STATE OF INCORPORATION: MN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-91 FILM NUMBER: 05826137 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MONTANA INC CENTRAL INDEX KEY: 0001174090 IRS NUMBER: 810241169 STATE OF INCORPORATION: MT FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-87 FILM NUMBER: 05826133 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MISSOURI INC CENTRAL INDEX KEY: 0001174092 IRS NUMBER: 431728986 STATE OF INCORPORATION: MS FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-89 FILM NUMBER: 05826135 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY CARE INC CENTRAL INDEX KEY: 0001174093 IRS NUMBER: 640547070 STATE OF INCORPORATION: MS FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-68 FILM NUMBER: 05826114 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEPHENS FUNERAL FUND INC CENTRAL INDEX KEY: 0001174095 IRS NUMBER: 640646679 STATE OF INCORPORATION: MS FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-39 FILM NUMBER: 05826083 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS IOWA INC CENTRAL INDEX KEY: 0001174081 IRS NUMBER: 391874936 STATE OF INCORPORATION: IA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-97 FILM NUMBER: 05826143 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS KANSAS INC CENTRAL INDEX KEY: 0001174082 IRS NUMBER: 481180531 STATE OF INCORPORATION: IA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-96 FILM NUMBER: 05826142 MAIL ADDRESS: STREET 1: ANN WATSON C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE E CITY: ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 99999999 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVITT WEINSTEIN MEMORIAL CHAPELS INC CENTRAL INDEX KEY: 0001174096 IRS NUMBER: 363061242 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-59 FILM NUMBER: 05826105 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MHI GROUP INC CENTRAL INDEX KEY: 0001174097 IRS NUMBER: 591214129 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-56 FILM NUMBER: 05826102 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPLES MEMORIAL GARDENS INC CENTRAL INDEX KEY: 0001174098 IRS NUMBER: 650349037 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-54 FILM NUMBER: 05826100 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSIRIS HOLDING OF FLORIDA INC CENTRAL INDEX KEY: 0001174099 IRS NUMBER: 650206312 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-48 FILM NUMBER: 05826092 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY TRUST PLANS INC CENTRAL INDEX KEY: 0001174100 IRS NUMBER: 592150129 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-42 FILM NUMBER: 05826086 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED PLANNING OF GEORGIA INC CENTRAL INDEX KEY: 0001174101 IRS NUMBER: 582112439 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-115 FILM NUMBER: 05826160 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS GEORGIA INC CENTRAL INDEX KEY: 0001174102 IRS NUMBER: 582385435 STATE OF INCORPORATION: GA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-102 FILM NUMBER: 05826147 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS GEORGIA HOLDINGS INC CENTRAL INDEX KEY: 0001174103 IRS NUMBER: 581602300 STATE OF INCORPORATION: GA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-103 FILM NUMBER: 05826148 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN LAWN CEMETERY CORP CENTRAL INDEX KEY: 0001174104 IRS NUMBER: 580860540 STATE OF INCORPORATION: GA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-64 FILM NUMBER: 05826110 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POTEET HOLDINGS INC CENTRAL INDEX KEY: 0001174105 IRS NUMBER: 580707797 STATE OF INCORPORATION: GA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-46 FILM NUMBER: 05826090 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS IDAHO INC CENTRAL INDEX KEY: 0001174108 IRS NUMBER: 820500638 STATE OF INCORPORATION: ID FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-101 FILM NUMBER: 05826146 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN FUNERAL HOMES INC CENTRAL INDEX KEY: 0001174106 IRS NUMBER: 582019195 STATE OF INCORPORATION: GA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-41 FILM NUMBER: 05826085 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS CHICAGO NORTH INC CENTRAL INDEX KEY: 0001174109 IRS NUMBER: 363654787 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-109 FILM NUMBER: 05826154 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS CHICAGO CENTRAL INC CENTRAL INDEX KEY: 0001174110 IRS NUMBER: 364048977 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-110 FILM NUMBER: 05826155 MAIL ADDRESS: STREET 1: ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA M2J 5C2 STATE: A6 ZIP: 0000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS ARIZONA INC CENTRAL INDEX KEY: 0001174013 IRS NUMBER: 911893533 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-112 FILM NUMBER: 05826157 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX MEMORIAL PARK ASSOCIATION CENTRAL INDEX KEY: 0001174017 IRS NUMBER: 000000000 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-47 FILM NUMBER: 05826091 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS ARKANSAS INC CENTRAL INDEX KEY: 0001174019 IRS NUMBER: 710591408 STATE OF INCORPORATION: AR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-111 FILM NUMBER: 05826156 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS GROUP CALIFORNIA INC CENTRAL INDEX KEY: 0001174024 IRS NUMBER: 942268419 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-09 FILM NUMBER: 05826052 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS TEXAS INC CENTRAL INDEX KEY: 0001174025 IRS NUMBER: 911950552 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-72 FILM NUMBER: 05826118 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHMAN LP INC CENTRAL INDEX KEY: 0001174028 IRS NUMBER: 980366302 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-71 FILM NUMBER: 05826117 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS NEVADA INC CENTRAL INDEX KEY: 0001174042 IRS NUMBER: 880176788 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-86 FILM NUMBER: 05826132 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERT DOUGLAS GOUNDREY FUNERAL HOME INC CENTRAL INDEX KEY: 0001174043 IRS NUMBER: 020301158 STATE OF INCORPORATION: NH FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-38 FILM NUMBER: 05826082 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS NEW YORK INC CENTRAL INDEX KEY: 0001174051 IRS NUMBER: 161132864 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-84 FILM NUMBER: 05826130 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST MONUMENT CO INC CENTRAL INDEX KEY: 0001174052 IRS NUMBER: 113411832 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-52 FILM NUMBER: 05826098 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS NORTH CAROLINA INC CENTRAL INDEX KEY: 0001174053 IRS NUMBER: 561018691 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-83 FILM NUMBER: 05826129 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS OHIO CEMETERY MANAGEMENT INC CENTRAL INDEX KEY: 0001174055 IRS NUMBER: 311454681 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-82 FILM NUMBER: 05826128 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAROTHERS HOLDING CO INC CENTRAL INDEX KEY: 0001174056 IRS NUMBER: 980116495 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-06 FILM NUMBER: 05826049 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTMINSTER GARDENS INC CENTRAL INDEX KEY: 0001174057 IRS NUMBER: 560526784 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-24 FILM NUMBER: 05826068 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST LAURENT FUNERAL HOME INC CENTRAL INDEX KEY: 0001174045 IRS NUMBER: 020356064 STATE OF INCORPORATION: NH FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-40 FILM NUMBER: 05826084 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED FUNERAL INSURANCE SERVICES CENTRAL INDEX KEY: 0001174021 IRS NUMBER: 770116463 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-117 FILM NUMBER: 05826162 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL MEMORIAL CENTERS V INC CENTRAL INDEX KEY: 0001174031 IRS NUMBER: 931001733 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-28 FILM NUMBER: 05826072 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL MEMORIAL CENTERS VI INC CENTRAL INDEX KEY: 0001174033 IRS NUMBER: 680187592 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-27 FILM NUMBER: 05826071 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITEHURST LAKEWOOD MEMORIAL PARK & FUNERAL SERVICE CENTRAL INDEX KEY: 0001174035 IRS NUMBER: 770210095 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-23 FILM NUMBER: 05826067 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS COLORADO INC CENTRAL INDEX KEY: 0001174036 IRS NUMBER: 840624911 STATE OF INCORPORATION: CO FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-107 FILM NUMBER: 05826152 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS CONNECTICUT INC CENTRAL INDEX KEY: 0001174037 IRS NUMBER: 061421793 STATE OF INCORPORATION: CT FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-105 FILM NUMBER: 05826150 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADMINISTRATION SERVICES INC CENTRAL INDEX KEY: 0001174039 IRS NUMBER: 510395357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-118 FILM NUMBER: 05826163 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZS ACQUISITION INC CENTRAL INDEX KEY: 0001174046 IRS NUMBER: 020483693 STATE OF INCORPORATION: NH FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-20 FILM NUMBER: 05826064 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS NEW MEXICO INC CENTRAL INDEX KEY: 0001174047 IRS NUMBER: 850369414 STATE OF INCORPORATION: NH FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-85 FILM NUMBER: 05826131 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVENUE EAST STREET 2: SUITE 1100 CITY: TORONTO STATE: A1 ZIP: 00000 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS CHICAGO SOUTH INC CENTRAL INDEX KEY: 0001174010 IRS NUMBER: 364044832 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-108 FILM NUMBER: 05826153 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS ILLINOIS INC CENTRAL INDEX KEY: 0001174012 IRS NUMBER: 371231262 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-100 FILM NUMBER: 05826145 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAPEL HILL MEMORIAL GARDENS & FUNERAL HOME LTD CENTRAL INDEX KEY: 0001174014 IRS NUMBER: 364127091 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-15 FILM NUMBER: 05826059 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO CEMETERY CORP CENTRAL INDEX KEY: 0001174016 IRS NUMBER: 360897690 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-05 FILM NUMBER: 05826048 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELMWOOD ACQUISITION CORP CENTRAL INDEX KEY: 0001174018 IRS NUMBER: 363888100 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-70 FILM NUMBER: 05826116 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIDGEWOOD CEMETERY CO INC CENTRAL INDEX KEY: 0001174026 IRS NUMBER: 361686110 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-37 FILM NUMBER: 05826081 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUZICH FUNERAL HOME INC CENTRAL INDEX KEY: 0001174027 IRS NUMBER: 521718086 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-44 FILM NUMBER: 05826088 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAWN CEMETERY OF CHICAGO INC CENTRAL INDEX KEY: 0001174029 IRS NUMBER: 363875288 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-22 FILM NUMBER: 05826066 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNT AUBURN MEMORIAL PARK INC CENTRAL INDEX KEY: 0001174020 IRS NUMBER: 362760085 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-55 FILM NUMBER: 05826101 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK WOODS CEMETERY ASSOCIATION CENTRAL INDEX KEY: 0001174022 IRS NUMBER: 361569950 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-34 FILM NUMBER: 05826078 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINEVIEW MEMORIAL PARK INC CENTRAL INDEX KEY: 0001174023 IRS NUMBER: 362818991 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-149 FILM NUMBER: 05826194 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAWN MEMORIAL PARK INC CENTRAL INDEX KEY: 0001174030 IRS NUMBER: 362872771 STATE OF INCORPORATION: IL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-21 FILM NUMBER: 05826065 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCE PLANING OF AMERICA INC CENTRAL INDEX KEY: 0001174032 IRS NUMBER: 352047255 STATE OF INCORPORATION: IN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-116 FILM NUMBER: 05826161 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS INDIANA INC CENTRAL INDEX KEY: 0001174034 IRS NUMBER: 351797405 STATE OF INCORPORATION: IN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-98 FILM NUMBER: 05826144 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUZICH FUNERAL HOME INC INDIANA CENTRAL INDEX KEY: 0001174040 IRS NUMBER: 521730922 STATE OF INCORPORATION: IN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-45 FILM NUMBER: 05826089 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS ALASKA INC CENTRAL INDEX KEY: 0001174011 IRS NUMBER: 920141169 STATE OF INCORPORATION: AK FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-113 FILM NUMBER: 05826158 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST SUITE 1100 CITY: TORONTO ONTARIO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSE HILLS CO CENTRAL INDEX KEY: 0001030376 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 133915765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-150 FILM NUMBER: 05826196 BUSINESS ADDRESS: STREET 1: 3888 SOUTH WORKMAN MILL RD CITY: WHITTIER STATE: CA ZIP: 90601 BUSINESS PHONE: 3106921212 MAIL ADDRESS: STREET 1: 3888 SOUTH WORKMAN MILL RD CITY: WHITTIER STATE: CA ZIP: 90601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS SOUTH CAROLINA INC CENTRAL INDEX KEY: 0001174121 IRS NUMBER: 571004893 STATE OF INCORPORATION: SC FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-75 FILM NUMBER: 05826121 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRACELAND CEMETERY DEVELOPMENT CO CENTRAL INDEX KEY: 0001174122 IRS NUMBER: 580294689 STATE OF INCORPORATION: SC FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-65 FILM NUMBER: 05826111 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE FINANCIAL ASSOCIATES INC CENTRAL INDEX KEY: 0001174125 IRS NUMBER: 621527687 STATE OF INCORPORATION: TN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-02 FILM NUMBER: 05826045 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS TENNESSEE INC CENTRAL INDEX KEY: 0001174126 IRS NUMBER: 621477278 STATE OF INCORPORATION: TN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-74 FILM NUMBER: 05826120 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS TEXAS CEMETERY INC CENTRAL INDEX KEY: 0001174127 IRS NUMBER: 980150187 STATE OF INCORPORATION: TX FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-73 FILM NUMBER: 05826119 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHMAN CEMETERY HOLDINGS INC CENTRAL INDEX KEY: 0001174129 IRS NUMBER: 741697945 STATE OF INCORPORATION: TX FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-01 FILM NUMBER: 05826044 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHMAN HOLDINGS INC CENTRAL INDEX KEY: 0001174131 IRS NUMBER: 980168314 STATE OF INCORPORATION: TX FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-14 FILM NUMBER: 05826058 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVIS LAND CO CENTRAL INDEX KEY: 0001174133 IRS NUMBER: 741496415 STATE OF INCORPORATION: TX FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-32 FILM NUMBER: 05826076 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACO MEMORIAL PARK CENTRAL INDEX KEY: 0001174134 IRS NUMBER: 741059069 STATE OF INCORPORATION: TX FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-25 FILM NUMBER: 05826069 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS VIRGINIA INC CENTRAL INDEX KEY: 0001174135 IRS NUMBER: 541752820 STATE OF INCORPORATION: TX FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-13 FILM NUMBER: 05826056 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS WASHINGTON INC CENTRAL INDEX KEY: 0001174137 IRS NUMBER: 910626414 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-12 FILM NUMBER: 05826055 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN FUNERAL HOME & CEMETERY INC CENTRAL INDEX KEY: 0001174139 IRS NUMBER: 911237322 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-69 FILM NUMBER: 05826115 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS OHIO FUNERAL HOME INC CENTRAL INDEX KEY: 0001174141 IRS NUMBER: 311274392 STATE OF INCORPORATION: OH FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-81 FILM NUMBER: 05826127 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS OKLAHOMA INC CENTRAL INDEX KEY: 0001174144 IRS NUMBER: 730351460 STATE OF INCORPORATION: OK FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-80 FILM NUMBER: 05826126 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS OREGON INC CENTRAL INDEX KEY: 0001174145 IRS NUMBER: 930755823 STATE OF INCORPORATION: OR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-79 FILM NUMBER: 05826125 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTLAND MEMORIAL INC CENTRAL INDEX KEY: 0001174146 IRS NUMBER: 930746673 STATE OF INCORPORATION: OR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-33 FILM NUMBER: 05826077 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL MEMORIAL CENTERS I INC CENTRAL INDEX KEY: 0001174147 IRS NUMBER: 930941140 STATE OF INCORPORATION: OR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-29 FILM NUMBER: 05826073 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL MEMORIAL CENTERS II INC CENTRAL INDEX KEY: 0001174148 IRS NUMBER: 930991047 STATE OF INCORPORATION: OR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-31 FILM NUMBER: 05826075 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL MEMORIAL CENTERS III INC CENTRAL INDEX KEY: 0001174149 IRS NUMBER: 930992653 STATE OF INCORPORATION: OR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-30 FILM NUMBER: 05826074 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS PENNSYLVANIA INC CENTRAL INDEX KEY: 0001174150 IRS NUMBER: 251269127 STATE OF INCORPORATION: OR FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-77 FILM NUMBER: 05826123 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHT UNDERTAKING CO CENTRAL INDEX KEY: 0001174151 IRS NUMBER: 251672360 STATE OF INCORPORATION: PA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-07 FILM NUMBER: 05826050 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: H SAMSON INC CENTRAL INDEX KEY: 0001174152 IRS NUMBER: 250774160 STATE OF INCORPORATION: PA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-148 FILM NUMBER: 05826193 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNEE FUNERAL HOME OF WILKINSBURG INC CENTRAL INDEX KEY: 0001174153 IRS NUMBER: 251672361 STATE OF INCORPORATION: PA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-60 FILM NUMBER: 05826106 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NINETEEN THIRTY FIVE HOLDINGS INC CENTRAL INDEX KEY: 0001174155 IRS NUMBER: 250599000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-53 FILM NUMBER: 05826099 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK WOODS MANAGEMENT CO CENTRAL INDEX KEY: 0001174156 IRS NUMBER: 232592350 STATE OF INCORPORATION: PA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-50 FILM NUMBER: 05826095 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS RHODE ISLAND INC CENTRAL INDEX KEY: 0001174158 IRS NUMBER: 050497178 STATE OF INCORPORATION: PA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-76 FILM NUMBER: 05826122 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPART AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE EAST STE 1100 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M2J5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DHFH Holdings, Inc. CENTRAL INDEX KEY: 0001321039 IRS NUMBER: 751057852 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-140 FILM NUMBER: 05826185 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: White Funeral Home, Inc. CENTRAL INDEX KEY: 0001321056 IRS NUMBER: 953629240 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-19 FILM NUMBER: 05826063 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Workman Mill Investment CO CENTRAL INDEX KEY: 0001321060 IRS NUMBER: 954398079 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-125 FILM NUMBER: 05826170 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RH Cemetery Corp. CENTRAL INDEX KEY: 0001321062 IRS NUMBER: 133915769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-123 FILM NUMBER: 05826168 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RH Mortuary CORP CENTRAL INDEX KEY: 0001321063 IRS NUMBER: 133915772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-126 FILM NUMBER: 05826171 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RH Satellite Properties Corp. CENTRAL INDEX KEY: 0001321064 IRS NUMBER: 133918384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-122 FILM NUMBER: 05826167 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rose Hills Holdings Corp. CENTRAL INDEX KEY: 0001321069 IRS NUMBER: 133915767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-121 FILM NUMBER: 05826166 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.L. Cemetery CENTRAL INDEX KEY: 0001321137 IRS NUMBER: 330655085 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-119 FILM NUMBER: 05826164 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dimond Service CORP CENTRAL INDEX KEY: 0001321138 IRS NUMBER: 953400147 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-133 FILM NUMBER: 05826178 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Directors (Texas), L.P. CENTRAL INDEX KEY: 0001321139 IRS NUMBER: 980150186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-124 FILM NUMBER: 05826169 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Directors Cemetery (Texas), Inc. CENTRAL INDEX KEY: 0001321141 IRS NUMBER: 980155745 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-142 FILM NUMBER: 05826187 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Directors Succession Planning II, Inc. CENTRAL INDEX KEY: 0001321142 IRS NUMBER: 980230987 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-151 FILM NUMBER: 05826198 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFCC Holdings, Inc. CENTRAL INDEX KEY: 0001321143 IRS NUMBER: 751285388 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-144 FILM NUMBER: 05826189 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFJC Holdings, Inc. CENTRAL INDEX KEY: 0001321144 IRS NUMBER: 980168315 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-147 FILM NUMBER: 05826192 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFSC Holdings, Inc. CENTRAL INDEX KEY: 0001321145 IRS NUMBER: 752302827 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-146 FILM NUMBER: 05826191 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harbor Lawn Memorial Park, Inc. CENTRAL INDEX KEY: 0001321146 IRS NUMBER: 953582508 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-128 FILM NUMBER: 05826173 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DHNC Holdings, Inc. CENTRAL INDEX KEY: 0001321147 IRS NUMBER: 751400487 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-141 FILM NUMBER: 05826186 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRMP Holdings, Inc. CENTRAL INDEX KEY: 0001321148 IRS NUMBER: 741486424 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-139 FILM NUMBER: 05826184 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DSP General Partner II, Inc. CENTRAL INDEX KEY: 0001321150 IRS NUMBER: 980220577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-131 FILM NUMBER: 05826176 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Directors Succession Planning, Inc. CENTRAL INDEX KEY: 0001321151 IRS NUMBER: 980150188 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-132 FILM NUMBER: 05826177 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHMP Holdings, Inc. CENTRAL INDEX KEY: 0001321189 IRS NUMBER: 751021422 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-120 FILM NUMBER: 05826165 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Glasband-Willen Mortuaries CENTRAL INDEX KEY: 0001321191 IRS NUMBER: 952249986 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-129 FILM NUMBER: 05826174 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDSB Holdings, Inc. CENTRAL INDEX KEY: 0001321192 IRS NUMBER: 752072334 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-143 FILM NUMBER: 05826188 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MFH, LLC CENTRAL INDEX KEY: 0001321195 IRS NUMBER: 000000000 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-138 FILM NUMBER: 05826183 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neel Funeral Directors, Inc. CENTRAL INDEX KEY: 0001321197 IRS NUMBER: 952046357 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-127 FILM NUMBER: 05826172 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Planning (Alabama), Inc. CENTRAL INDEX KEY: 0001321285 IRS NUMBER: 521718414 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-135 FILM NUMBER: 05826180 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Custer Christiansen Covina Mortuary, Inc. CENTRAL INDEX KEY: 0001321457 IRS NUMBER: 952828513 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-134 FILM NUMBER: 05826179 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Fernando Mortuary, Inc. CENTRAL INDEX KEY: 0001321472 IRS NUMBER: 954526858 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-36 FILM NUMBER: 05826080 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tyler Memorial Funeral Home & Chapel, Inc. CENTRAL INDEX KEY: 0001321473 IRS NUMBER: 751422447 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-16 FILM NUMBER: 05826060 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Panola County Restland Memorial Park, Inc. CENTRAL INDEX KEY: 0001321474 IRS NUMBER: 741248149 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-17 FILM NUMBER: 05826061 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pioneer Funeral Plans, Inc. CENTRAL INDEX KEY: 0001321475 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-18 FILM NUMBER: 05826062 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leinkaemper Chapels, Inc. CENTRAL INDEX KEY: 0001326128 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-58 FILM NUMBER: 05826104 BUSINESS ADDRESS: STREET 1: 311 ELM STREET, SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET, SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Glasband-Malinow-Weinstein Mortuary, Inc. CENTRAL INDEX KEY: 0001326129 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-130 FILM NUMBER: 05826175 BUSINESS ADDRESS: STREET 1: 311 ELM STREET, SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET, SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DSP General Partner, Inc. CENTRAL INDEX KEY: 0001326130 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-145 FILM NUMBER: 05826190 BUSINESS ADDRESS: STREET 1: 311 ELM STREET, SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET, SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS GROUP INC CENTRAL INDEX KEY: 0000927914 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 521522627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875 FILM NUMBER: 05826057 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: LOEWEN GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19940803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG, Inc. CENTRAL INDEX KEY: 0001321153 IRS NUMBER: 382168364 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-136 FILM NUMBER: 05826181 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMP, Inc. CENTRAL INDEX KEY: 0001321051 IRS NUMBER: 381149970 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-137 FILM NUMBER: 05826182 BUSINESS ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 311 ELM STREET STREET 2: SUITE 1000 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HP BRANDT FUNERAL HOME INC CENTRAL INDEX KEY: 0001174058 IRS NUMBER: 251028037 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-62 FILM NUMBER: 05826108 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSIRIS HOLDING CORP CENTRAL INDEX KEY: 0001174063 IRS NUMBER: 232587718 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-49 FILM NUMBER: 05826094 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. EAST #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVENUE EAST #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL RIDGE FUNERAL HOME & CEMETARY INC CENTRAL INDEX KEY: 0001174065 IRS NUMBER: 592364016 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-04 FILM NUMBER: 05826047 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUNERAL SERVICES ACQUISITION GROUP INC CENTRAL INDEX KEY: 0001174066 IRS NUMBER: 592286868 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-67 FILM NUMBER: 05826113 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDEN SANCTUARY ACQUISITION INC CENTRAL INDEX KEY: 0001174067 IRS NUMBER: 593391101 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-66 FILM NUMBER: 05826112 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KADEK ENTERPRISES OF FLORIDA INC CENTRAL INDEX KEY: 0001174068 IRS NUMBER: 592502540 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-61 FILM NUMBER: 05826107 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BURIAL & CREMATION CENTERS INC CENTRAL INDEX KEY: 0001174069 IRS NUMBER: 611300771 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-08 FILM NUMBER: 05826051 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS ALABAMA INC CENTRAL INDEX KEY: 0001174070 IRS NUMBER: 980136395 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-114 FILM NUMBER: 05826159 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS COMMISSIONER INC CENTRAL INDEX KEY: 0001174071 IRS NUMBER: 911592852 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-106 FILM NUMBER: 05826151 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS DELAWARE INC CENTRAL INDEX KEY: 0001174072 IRS NUMBER: 611264591 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-104 FILM NUMBER: 05826149 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS MISSISSIPPI INC CENTRAL INDEX KEY: 0001174073 IRS NUMBER: 230505230 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-90 FILM NUMBER: 05826136 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS TEXAS LP CENTRAL INDEX KEY: 0001174074 IRS NUMBER: 980150185 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124875-88 FILM NUMBER: 05826134 BUSINESS ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 4164982456 MAIL ADDRESS: STREET 1: C/O ALDERWOODS GROUP INC STREET 2: 2225 SHEPPARD AVE. E. #1100 CITY: TORONTO STATE: A6 ZIP: M2J 5C2 S-4 1 a2157299zs-4.htm S-4
QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on May 13, 2005

Registration No. 333-            



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


ALDERWOODS GROUP, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  7200
(Primary Standard Industrial
Classification Code Number)
  52-1522627
(I.R.S. Employer
Identification Number)

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
(513) 768-7400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

See Table for Additional Registrants

Kenneth A. Sloan
Executive Vice President and Chief Financial Officer
Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
(513) 768-7400
(Name and address, including zip code, of agent for service)



Copy to:
ANNA MARIE DEMPSEY
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
(214) 220-3939
  EDWARD B. WINSLOW
Jones Day
77 West Wacker Drive
Chicago, Illinois 60601
(312) 782-3939

Approximate date of commencement of proposed sale to the public:
As soon as practicable following the effective date of this registration statement.


        If the only securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE


Title Of Each Class
Of Securities To Be Registered

  Amount To
Be Registered

  Proposed Maximum
Offering Price Per
Unit(1)

  Proposed Maximum
Aggregate
Offering Price (1)

  Amount Of
Registration Fee


73/4% Senior Notes due 2012   $200,000,000   100%   $200,000,000   $23,540.00

Guarantees of the $200,000,000 73/4% Senior Notes due 2012(2)   $200,000,000   N/A   N/A   (3)

(1)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2)
The 73/4% Senior Notes due 2012 of Alderwoods Group, Inc. will be guaranteed by those of its subsidiaries that are listed in the table of additional registrants.

(3)
Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.


        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.





TABLE OF ADDITIONAL REGISTRANTS

        The name and address of the agent for service for each of the additional registrants below is the same as set forth for Alderwoods Group, Inc. on the cover page of this registration statement.

Name

  Jurisdiction of
Formation

  Address of Principal
Executive Office

  I.R.S. Employer
Identification
Number

  Primary Standard
Industrial Code
Number

Advanced Planning
(Alabama), Inc.
  Alabama   311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
  52-1718414   7200

Alderwoods (Alaska), Inc.

 

Alaska

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

92-0141169

 

7200

Alderwoods (Arizona), Inc.

 

Arizona

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1893533

 

7200

Phoenix Memorial Park Association

 

Arizona

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0374463

 

7200

Alderwoods (Arkansas), Inc.

 

Arkansas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

71-0591408

 

7200

A.L. Cemetery

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

33-06550856

 

7200

Advance Funeral Insurance Services

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

77-0116463

 

7200

Alderwoods (Texas), Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1950552

 

7200

Alderwoods Group (California), Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

94-2268419

 

7200

Custer Christiansen Covina Mortuary, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-2828513

 

7200

Dimond Service Corporation

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-3400714

 

7200

Directors Succession Planning, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150188

 

7200

Directors Succession Planning II, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0230987

 

7200

DSP General Partner II, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0220577

 

7200

Earthman LP, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0366302

 

7200

Glasband-Malinow-Weinstein Mortuary, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

N/A

 

7200

Glasband-Willen Mortuaries

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-2249986

 

7200

Harbor Lawn Memorial Park, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-3585508

 

7200

Neel Funeral Directors, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-2046357

 

7200

RH Mortuary Corporation

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915772

 

7200
                 


San Fernando Mortuary, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-4526858

 

7200

Universal Memorial
Centers V, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-1001733

 

7200

Universal Memorial
Centers VI, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

68-0187592

 

7200

White Funeral Home, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-3629240

 

7200

Whitehurst-Lakewood Memorial Park and Funeral Service, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

77-0210095

 

7200

Workman Mill Investment Company

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-4398079

 

7200

Alderwoods (Colorado), Inc.

 

Colorado

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

84-0624911

 

7200

Alderwoods (Connecticut), Inc.

 

Connecticut

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

06-1421793

 

7200

Administration Services, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

51-0395357

 

7200

Alderwoods (Alabama), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0136395

 

7200

Alderwoods (Commissioner), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1595852

 

7200

Alderwoods (Delaware), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1264591

 

7200

Alderwoods (Mississippi), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-0505230

 

7200

Alderwoods (Texas), L.P.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150185

 

7200

American Burial and Cremation Centers, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1300771

 

7200

Directors (Texas), L.P.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150186

 

7200

H.P. Brandt Funeral Home, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1028037

 

7200

Leinkaemper Chapels, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0136394

 

7200

Osiris Holding Corporation

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-2587718

 

7200

RH Cemetery Corp.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915769

 

7200

RH Satellite Properties Corp.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3918384

 

7200

Rose Hills Company

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915765

 

7200
                 


Rose Hills Holdings Corp.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915767

 

7200

Coral Ridge Funeral Home and Cemetery, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2364016

 

7200

Funeral Services Acquisition Group, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2286868

 

7200

Garden Sanctuary Acquisition, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-3391101

 

7200

Kadek Enterprises of Florida, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2502540

 

7200

Levitt Weinstein Memorial Chapels, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3061242

 

7200

MHI Group, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-1214129

 

7200

Naples Memorial Gardens, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

65-0349037

 

7200

Osiris Holding of Florida, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-2587718

 

7200

Security Trust Plans, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2150129

 

7200

Advanced Planning of Georgia, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2112439

 

7200

Alderwoods (Georgia), Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2385435

 

7200

Alderwoods (Georgia) Holdings, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-1602300

 

7200

Green Lawn Cemetery Corporation

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-0860540

 

7200

Poteet Holdings, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-0707797

 

7200

Southeastern Funeral Homes, Inc.

 

Georgia

 

311 Elm Street, Suite 1000 Cincinnati, Ohio 45202

 

58-2019195

 

7200

Alderwoods (Idaho), Inc.

 

Idaho

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

82-0500638

 

7200

Alderwoods (Chicago Central), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-4048977

 

7200

Alderwoods (Chicago North), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3654787

 

7200

Alderwoods (Chicago South), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-4044832

 

7200

Alderwoods (Illinois), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

37-1231262

 

7200

Chapel Hill Memorial Gardens & Funeral Home Ltd.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-4127091

 

7200
                 


Chicago Cemetery Corporation

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-0897690

 

7200

Elmwood Acquisition Corporation

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3888100

 

7200

Mount Auburn Memorial Park, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-2760085

 

7200

The Oak Woods Cemetery Association

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-1569950

 

7200

Pineview Memorial Park, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-2818991

 

7200

Ridgewood Cemetery Company, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-1686110

 

7200

Ruzich Funeral Home, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

52-1718086

 

7200

Woodlawn Cemetery of Chicago, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3875288

 

7200

Woodlawn Memorial Park, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-2872771

 

7200

Advance Planning of America, Inc.

 

Indiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

35-2047255

 

7200

Alderwoods (Indiana), Inc.

 

Indiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

35-1797405

 

7200

Ruzich Funeral Home, Inc.

 

Indiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

52-1730922

 

7200

Alderwoods (Iowa), Inc.

 

Iowa

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

39-1874936

 

7200

Alderwoods (Kansas), Inc.

 

Kansas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

48-1180531

 

7200

Alderwoods (Partner), Inc.

 

Kentucky

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1206758

 

7200

Alderwoods (Louisiana), Inc.

 

Louisiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1297000

 

7200

Alderwoods (Maryland), Inc.

 

Maryland

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

52-0660604

 

7200

Alderwoods (Massachusetts), Inc.

 

Massachusetts

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

04-3100570

 

7200

Doba-Haby Insurance Agency, Inc.

 

Massachusetts

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

04-3166007

 

7200

Alderwoods (Michigan), Inc.

 

Michigan

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

38-3220735

 

7200

AMG, Inc.

 

Michigan

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

38-2168364

 

7200

WMP, Inc.

 

Michigan

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

38-1149970

 

7200
                 


Alderwoods (Minnesota), Inc.

 

Minnesota

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

41-0144090

 

7200

Family Care, Inc.

 

Mississippi

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

64-0547070

 

7200

Stephens Funeral Fund, Inc.

 

Mississippi

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

64-0646679

 

7200

Alderwoods (Missouri), Inc.

 

Missouri

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

43-1728986

 

7200

Alderwoods (Montana), Inc.

 

Montana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

81-0241169

 

7200

Alderwoods (Nevada), Inc.

 

Nevada

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

88-0176788

 

7200

Robert Douglas Goundrey Funeral Home, Inc.

 

New Hampshire

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

02-0301158

 

7200

St. Laurent Funeral Home, Inc.

 

New Hampshire

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

02-0356064

 

7200

ZS Acquisition, Inc.

 

New Hampshire

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

02-0483693

 

7200

Alderwoods (New Mexico), Inc.

 

New Mexico

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

85-0369414

 

7200

Alderwoods (New York), Inc.

 

New York

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

16-1132864

 

7200

Northeast Monument Company, Inc.

 

New York

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

11-3411832

 

7200

Alderwoods (North Carolina), Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

56-1018691

 

7200

Carothers Holding Company, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0116495

 

7200

Lineberry Group, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0116499

 

7200

Reeves, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2004823

 

7200

Westminster Gardens, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

56-0526784

 

7200

MFH, L.L.C.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

N/A

 

7200

Alderwoods (Ohio) Cemetery Management, Inc.

 

Ohio

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

31-1454681

 

7200

Alderwoods (Ohio) Funeral Home, Inc.

 

Ohio

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

31-1274392

 

7200

Alderwoods (Oklahoma), Inc.

 

Oklahoma

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

73-0351460

 

7200

Alderwoods (Oregon), Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0755823

 

7200
                 


The Portland Memorial, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0746673

 

7200

Universal Memorial
Centers I, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0941140

 

7200

Universal Memorial
Centers II, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0991047

 

7200

Universal Memorial
Centers III, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0992653

 

7200

Alderwoods (Pennsylvania), Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1269127

 

7200

Bright Undertaking Company

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1672360

 

7200

H. Samson, Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-0774160

 

7200

Knee Funeral Home of Wilkinsburgh, Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1672361

 

7200

Nineteen Thirty-Five Holdings, Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-0599000

 

7200

Oak Woods Management Company

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-2592350

 

7200

Alderwoods (Rhode Island), Inc.

 

Rhode Island

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

05-0497178

 

7200

Alderwoods (South Carolina), Inc.

 

South Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

57-1004893

 

7200

Graceland Cemetery Development Co.

 

South Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

57-0294689

 

7200

Alderwoods (Tennessee), Inc.

 

Tennessee

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

62-1477278

 

7200

Eagle Financial Associates, Inc.

 

Tennessee

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

62-1527687

 

7200

Alderwoods (Texas) Cemetery, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150187

 

7200

CHMP Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1021422

 

7200

DRMP Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1486424

 

7200

DHFH Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1057852

 

7200

DHNC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1400487

 

7200

Directors Cemetery (Texas), Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0155745

 

7200

DSP General Partner, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150189

 

7200
                 


Earthman Cemetery Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1697945

 

7200

Earthman Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0168314

 

7200

EDSB Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-2072334

 

7200

HFCC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1285388

 

7200

HFJC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0168315

 

7200

HFSC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-2302827

 

7200

Panola County Restland Memorial Park, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1248149

 

7200

Pioneer Funeral Plans, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1301886

 

7200

Travis Land Company

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1496415

 

7200

Tyler Memorial Funeral Home and Chapel, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1422447

 

7200

Waco Memorial Park, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1059069

 

7200

Alderwoods (Virginia), Inc.

 

Virginia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

54-1752820

 

7200

Alderwoods (Washington), Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-0626414

 

7200

Evergreen Funeral Home and Cemetery, Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1237322

 

7200

Green Service Corporation

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-0934791

 

7200

S&H Properties and Enterprises, Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1249280

 

7200

Vancouver Funeral Chapel, Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-0624755

 

7200

Alderwoods (West Virginia), Inc.

 

West Virginia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

55-0560791

 

7200

Alderwoods (Wisconsin), Inc.

 

Wisconsin

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

39-1021129

 

7200

Northern Land Company, Inc.

 

Wisconsin

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-1807638

 

7200

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$200,000,000

LOGO

Offer to Exchange
All $200,000,000 Outstanding 73/4% Senior Notes due 2012
For 73/4% Senior Notes due 2012

of

ALDERWOODS GROUP, INC.

This Exchange Offer Will Expire at 5:00 p.m.,
New York City Time, on            , 2005, unless Extended


Material Terms of the Exchange Offer

    We are offering to exchange our currently outstanding 73/4% Senior Notes due 2012, referred to in this prospectus as "outstanding notes," that are validly tendered and not withdrawn for an equal principal amount of our 73/4% Senior Notes due 2012, referred to in this prospectus as "exchange notes," that are registered under the Securities Act of 1933, referred to in this prospectus as the "Securities Act." The outstanding notes and exchange notes are referred to collectively in this prospectus as the "notes."

    The exchange offer is subject to conditions, including that the exchange offer does not violate any law or applicable interpretation of any law by the staff of the Securities and Exchange Commission.

    You may withdraw your tender of outstanding notes at any time before the expiration of the exchange offer.

    Any outstanding notes not validly tendered will remain subject to existing transfer restrictions.

    The exchange of notes will not be a taxable exchange for United States federal income tax purposes.

    We will not receive any cash proceeds from the exchange offer.

    Our affiliates may not participate in the exchange offer.

The Exchange Notes

    The terms of the exchange notes to be issued are substantially identical to the terms of the outstanding notes, except that transfer restrictions and registration rights provisions relating to the outstanding notes will not apply to the exchange notes.

    The exchange notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year, starting on September 15, 2005.

    With certain exceptions, all of our existing and future wholly-owned domestic subsidiaries will be guarantors of the exchange notes on a senior basis.

    The exchange notes will be our, and the exchange guarantees will be the guarantors', general senior unsecured obligations and will rank equally to all of our existing and future senior unsecured debt.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for outstanding notes where those outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days after the registration statement of which this prospectus is a part is declared effective and (ii) the date on which the broker dealer is no longer required to deliver this prospectus, we will make this prospectus available to any broker-dealer for use in connection with any such resale of exchange notes. See "Plan of Distribution."

        Investing in the exchange notes involves risks. Please consider carefully the "Risk Factors" beginning on page 16.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2005.



REFERENCES TO ADDITIONAL INFORMATION

        This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Holders of notes may obtain documents that we file with the Securities and Exchange Commission, referred to in this prospectus as the "Commission," and are incorporated by reference in this prospectus free of charge by requesting the documents, in writing or by telephone, from us at:

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
Attention: Director, Investor Relations

        If you would like to request copies of these documents, please do so by            , 2005 in order to receive them before the expiration of the exchange offer. See "Available Information."



TABLE OF CONTENTS

Prospectus Summary   1
Risk Factors   16
Forward-Looking Statements   24
Use of Proceeds   25
Capitalization   26
Selected Consolidated Financial and Operating Information   27
Management's Discussion and Analysis of Financial Condition and Results of Operations   30
Industry Overview   61
Business   62
Management   73
Principal Stockholders   80
Certain Relationships and Related Transactions   82
Description of Other Indebtedness   83
The Exchange Offer   85
Description of the Exchange Notes   95
U.S. Federal Income Tax Considerations   142
Plan of Distribution   143
Legal Matters   144
Experts   144
Available Information   144
Incorporation By Reference   144
Index to Financial Statements   F-1

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus. You must not rely upon any information or representation not contained in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

        We are not asking you for a proxy and you are requested not to send us a proxy.

i



MARKET, RANKING AND OTHER DATA

        The data included in or incorporated by reference into this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on our estimates formulated from our management's knowledge and experience in the markets in which we operate and information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus or the documents incorporated by reference herein, as applicable. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market, ranking and other similar data included in or incorporated by reference into this prospectus, and estimates and beliefs based on that data, may not be reliable. We cannot guarantee the accuracy or completeness of such information contained in or incorporated by reference into this prospectus.

ii



PROSPECTUS SUMMARY

        This summary highlights the information that we believe is important concerning our business and the exchange offer and that is contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. For a more complete understanding of our business and this exchange offer, we encourage you to read this entire prospectus and the documents incorporated by reference herein, including the letter of transmittal, our unaudited consolidated financial statements for the 12 weeks ended March 26, 2005, referred to in this prospectus as the "unaudited interim consolidated financial statements," and our audited consolidated financial statements for the 52 weeks ended January 1, 2005, referred to in this prospectus as the "audited annual consolidated financial statements." You should also carefully consider the matters discussed under "Risk Factors."

        Unless otherwise stated or the context otherwise requires (a) "Alderwoods Group" refers to Alderwoods Group, Inc., a Delaware corporation, (b) "we," "our," "ours," "us" and the "Company" refer to Alderwoods Group, together with its subsidiaries and associated companies, (c) "Loewen Group" or our "predecessor" refers to The Loewen Group Inc., a British Columbia corporation, (d) "Loewen International" refers to Loewen Group International, Inc. (a Delaware corporation and a wholly-owned subsidiary of Loewen Group which, on January 2, 2002, was reorganized and renamed Alderwoods Group, Inc. and thereupon ceased to be affiliated with Loewen Group) and (e) "Loewen Companies" refers to Loewen Group, Loewen International and their subsidiaries prior to January 2, 2002.

        All dollar amounts are in United States dollars unless otherwise indicated. When discussing our financial condition and results of operations and related financial data, unless the context otherwise requires, references to "2004" or "fiscal 2004" refer to the 52 weeks ended January 1, 2005, references to "2003" or "fiscal 2003" refer to the 53 weeks ended January 3, 2004 and references to "2002" or "fiscal 2002" refer to the 52 weeks ended December 28, 2002.

        When discussing our operations and related financial data, unless the context otherwise specifies, we are referring to our continuing operations. For more information, see the discussion of discontinued operations under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in our unaudited interim consolidated financial statements and our audited annual consolidated financial statements included elsewhere in or incorporated by reference into this prospectus.


Company Overview

        We are the second largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. As of March 26, 2005, we operated 645 funeral homes, 76 cemeteries and 63 combination funeral homes and cemeteries throughout North America. We provide funeral and cemetery services and products on both an at-need (time of death) and pre-need basis. In support of our pre-need business, we operate insurance subsidiaries that provide customers with a funding mechanism for the pre-arrangement of funerals.

        We are a holding company owning, directly or indirectly, the capital stock of approximately 212 subsidiaries through which the funeral, cemetery and insurance businesses are operated. Our principal executive office is located at 311 Elm Street, Suite 1000, Cincinnati, Ohio 45202. Under the Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., its Parent Corporation and certain of their Debtor Subsidiaries, as modified, referred to in this prospectus as the "plan of reorganization," Loewen International (incorporated in Delaware on February 25, 1987), as reorganized and renamed Alderwoods Group, Inc., succeeded to the business previously conducted by Loewen Group on January 2, 2002, referred to in this prospectus as the "effective date."

        Since January 2, 2002, our new management team has focused on stabilizing core business operations and reducing debt while maintaining stable cash flow for operating purposes. We are

1



focused on achieving improved levels of organic growth, engaging in strategic and targeted key market development to strengthen core operations, strengthening our balance sheet and working toward achieving our commitment of setting the industry standard for customer service, administration and financial management.

        Our operations are geographically diversified across 37 states, seven provinces in Canada and Puerto Rico. Consistent with our urban-based clustering strategy, we have a significant number of funeral homes and cemeteries located in Los Angeles, Chicago, New York City, Atlanta, Miami, Houston and Toronto. Our Rose Hills facility, located approximately 14 miles from downtown Los Angeles, is the largest single-location cemetery and funeral home combination facility in the United States. According to the United States Bureau of the Census, many of the metropolitan areas we serve have a large population over the age of 65, which represents a principal target market for our pre-need sales program as well as at-need sales. We have a pre-need sales program that builds future revenue and which we believe enhances future market share. In addition, we believe the implementation of our specialty retail and marketing approach has led to an increase in average revenue per call for at-need sales since 2002.


Industry Overview

        The death care industry in the United States is characterized by the following fundamental attributes:

        Growing demand for cremation.    Consumer preferences in the death care industry tend to change slowly. However, one significant trend is an increase in the preference for cremation over a traditional burial. Cremation is becoming more popular in the United States, as ties to tradition weaken and this service becomes more acceptable as a form of disposition within society. According to the Cremation Association of North America, approximately 29% of all deaths in 2003 in the United States were followed by cremation. This figure has grown at approximately 1% annually since 1997 and is projected to continue to grow at a comparable rate over the next three to five years. The number of cremation services performed by us as a percentage of total services performed increased to 35% in 2004, compared to 34% for 2003. Although cremation services have historically generated higher gross margins than funeral services involving burials, overall revenues are lower because cremations have typically included few, if any, additional products or services for the customer family beyond the cremation itself. However, industry research has shown that the consumer chooses cremation frequently for reasons other than cost, and we believe this provides us with the opportunity to better serve customer families by offering a larger variety of goods and services.

        Constant need for products and services; increasing number of deaths.    According to the United States Bureau of the Census, the number of deaths per year in the United States is expected to increase from approximately 2.4 million in 2003 to 2.6 million in 2010. Moreover, the average age of the population in the United States is increasing. According to the United States Bureau of the Census, the United States population over 50 years of age is expected to increase from 76.1 million in 2000 to 97.1 million in 2010. We believe the aging of the population is particularly important because it expands our target market for pre-need services and merchandise because older persons, especially those over 50 years of age, are most likely to make pre-need funeral and cemetery arrangements.

        Highly fragmented industry.    The United States death care industry is estimated to have generated approximately $15 billion of revenue in 2003, of which small family-owned businesses represent approximately 80%. During most of the 1990s, there was a trend of family-owned businesses consolidating with larger organizations such as us. However, this trend slowed in the late 1990s, and the industry continues to be characterized by a large number of locally-owned, independent operations. There are approximately 22,000 funeral homes and 10,500 cemeteries in the United States. The market share of a single funeral home or cemetery in any community is a function of the name, reputation and

2



location of that funeral home or cemetery, although competitive pricing, professional service and attention and well-maintained locations are also important. Customer families tend to choose a funeral home because it previously served their family and because of the funeral home's reputation, which must be developed over time. The three largest public operators in the death care industry in the United States, based on total revenue and number of locations, are Service Corporation International, Alderwoods Group and Stewart Enterprises, Inc., and we believe that these three companies collectively represent approximately 20% of funeral service revenues in the United States.


Our Strengths

        Innovative, customer-focused specialty retail platform.    We believe we are leading the industry by employing a specialty retail approach to merchandising and marketing. We use professionally designed, consistent marketing and merchandising materials and a uniform branding and marketing strategy. We have also developed a new approach to marketing our products and services at our locations through the introduction of our merchandise selection rooms, or "Alderwoods Rooms." The Alderwoods Room provides customer families with an open and comfortable environment in which to discuss arrangements to celebrate the life of their loved one. In this regard, the Alderwoods Room includes displays of merchandise in an accessible, pleasing retail environment that is less intimidating than the traditional display room, which is typically not customer friendly. Results to date indicate that this approach produces an increase in the amount of merchandise and services that customer families purchase on average as well as enhanced customer satisfaction. In addition, we have begun offering a full suite of related services designed to make arrangements simple and complete. Although this provides individual locations with a planned structure, individual operators are given flexibility in some areas to adapt the merchandising and marketing program to the needs of the specific community.

        Established market positions in key metropolitan areas.    We are the second largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. Our funeral homes averaged approximately 175 services per year in 2004 compared to the industry average of approximately 100 services per year. In addition, approximately 32% of our domestic properties are located in California, Florida, New York and Texas, which are the four states with the largest population over age 65, an age group that represents a large portion of our target market. In California, the state with the largest population over age 65, we operate Rose Hills, the largest single-location cemetery and funeral home combination facility in the United States, and the largest, single-location cemetery property in the United States. Rose Hills is located approximately 14 miles from downtown Los Angeles on approximately 1,400 acres of land. Rose Hills' strong brand name and competitive position generated over $79.0 million in revenue and over $29.5 million in EBITDA in fiscal 2004. In addition, Rose Hills performed over 5,100 funeral services and over 9,000 cemetery interments in fiscal 2004.

        Efficient, centralized operating structure.    We believe that our streamlined management organization and centralized operating structure enable us to realize significant cost savings over local operators. Our overhead expense has decreased significantly since January 2, 2002, largely a result of reengineering our administrative processes and reducing the size of our regional administration and management organization. Our corporate support centers provide services, such as purchasing, treasury management, accounting, information technology, legal, accounts receivable collection, marketing and human resources management. The centralization of our purchasing and merchandising functions has enabled us to obtain favorable pricing and terms on key products, such as caskets, urns, vaults, monuments and markers. Moreover, we have implemented a centralized advertising production initiative that we believe will significantly improve the consistency and quality of our marketing and merchandising materials. While we have centralized certain functions to allow for more efficient and cost-effective support, operational functions and management responsibility are retained at the

3



locations to enable our customer-care employees to focus on the needs of their communities and customer families.

        Effective cash management and debt reduction.    Since January 2, 2002, we have demonstrated the ability to generate stable cash flow and the willingness to repay debt with cash flow from operations, proceeds from asset sales and proceeds from the recovery of excess trust fund contributions. We have reduced debt from $831.2 million as of January 2, 2002 to $432.0 million as of March 26, 2005. We are further committed to deleveraging our business in the future. We have improved our ability to generate cash flow from operations by streamlining cost structures and focusing our business strategy toward improved selling of pre-need services and merchandise. We have generated approximately $153.3 million in net proceeds since January 2, 2002 by disposing of those locations and insurance operations identified for disposal as under-performing or not strategic to our plans. This process was substantially complete by the end of fiscal 2004. We have used the cash generated from these dispositions principally to repay debt.

        Financially sound pre-need contract management.    We market funeral and cemetery merchandise and services and cemetery space on a pre-need basis through a staff of over 900 commissioned sales counselors. In fiscal 2003 and 2004, approximately 25% of services performed were derived from the conversion of pre-need services to at-need services. Pre-need contracts enable customer families to establish, in advance of the time of need, the type of service to be performed, the products to be used and the cost of such products and services in accordance with prices prevailing at the time the contract is signed. This enables customer families to eliminate making death care plans at the time of need and allows for input from other customer family members before the death occurs. Sales of pre-need services and merchandise generate a revenue backlog and we believe aid in maintaining and growing our market share. As part of our reorganization, we altered our sales counselors' commission structure in order to emphasize contracts with positive cash flow and low cancellation rates as opposed to focusing solely on the number or value of contracts signed. For example, sales counselors are paid a higher commission on sales contracts that have larger down payments and shorter installment payment terms. We will continue to manage a pre-need sales program designed to enhance future revenue and facilitate market share growth while managing the cash flow impact of this program.

        Prudent and conservative management of our trust and insurance investments.    Our investment portfolio consists of $637.3 million of trust investments, $245.8 million related to perpetual care trusts for cemeteries and $257.9 million of insurance subsidiary investments under supervision as of March 26, 2005. We seek to maintain a conservative investment policy that is focused on the preservation of capital. Our investment portfolio's assets consist of cash and cash equivalents, fixed income securities (primarily "A" rated and above) and certain equity investments, primarily consisting of index-linked securities.

        Unique management team.    We believe our management team is unique in the industry. We bring together an operations management team with many decades of experience in the death care industry and an executive team that possesses leadership experience in multi-unit retailing. We believe this combination brings new perspectives and a different way to approaching our business. Over the past two years, we have realigned our management and operation teams, breaking down barriers that traditionally separate support centers from field operations.

4



Our Strategy

        Our business strategy is to improve and expand our operations internally and to strengthen our financial performance by improving cash flows and profitability and deleveraging our balance sheet. Key elements of our business strategy are:

        Organic growth.    Our continued focus on our core businesses will be directed toward improved levels of organic growth. We will focus on three key areas—growth in number of funeral services, average revenue per funeral service and financially prudent growth in pre-need sales—to enhance future market share.

        We experienced a decline in the number of funeral services performed during 2004. To address this decline, we plan to invest an additional $7-10 million into programs in 2005 that will reposition our operations to support future growth. For 2005, we have already implemented an expanded field management structure to increase the number of market managers and thus the amount of time market managers have available to spend coaching employees at the locations. Additional programs include increased spending on training and recruitment support, facility improvements, advertising and pre-need sales.

        We plan to initiate market awareness programs in target test markets that afford the highest growth potential for the investment. We will invest in advertising and promotion, community relations and pre-need sales. Results from these test markets will be used to support our future marketing expenditures that are expected to enhance revenue-creation opportunities.

        We are improving our retailing strategies, primarily for at-need customers, which are expected to increase average revenue per service. The strategy involves creating a comfortable retail environment for the customer families that includes service and product information, a well lit display room and more merchandise choices. We are currently rolling out standardized merchandise display layouts and pricing presentation in our merchandise selection rooms at our funeral homes. We have rolled out this merchandising strategy in 234 locations as of the end of 2004 and expect to implement it in a further 110 locations in 2005.

        We have a strong pre-need sales program that is designed to build future revenue, develop market share growth and enhance market awareness. We are careful to manage cash flow and expense impacts of the pre-need sales program. In an effort to build on this program, we tested a more aggressive pre-need sales program in seven markets in 2004. The test markets generally achieved stronger pre-need sales growth in 2004. We are revising portions of the program and expanding the test to an additional 10 markets for 2005. If successful, full roll-out over all markets is expected to occur over the next two years. The program involves recruitment of additional sales professionals and a new training program for counselors and managers to support these efforts. In addition, the program involves closer integration of market advertising efforts with the pre-need sales program.

        Industry data shows that cremation continues to be an increasing choice of many consumers. This shift away from the traditional funeral service appears indicative of the changing demographics of society, the increased mobility of the population and the change in view towards memorialization alternatives. This shift may negatively impact our revenues; however, we plan to offer families of cremation customers a larger variety of goods and services, primarily by emphasizing these in our Alderwoods Rooms.

        Cultural transformation.    We believe we have made progress in developing a culture supporting outstanding customer service, strong community relations, excellence in administration and strong financial management. We are satisfied with the progress made to date. However, management is committed to setting the industry standards for customer service, community involvement, administration and financial management. We are taking steps to achieve this goal, which include

5



implementing tools to assist in the consistent assessment of the performance of individuals and expansion of training programs for customer and community service and local management skills.

        Market rationalization and development.    For the past three years, we have been engaged in a strategic market rationalization program to dispose of operating locations that were under-performing or did not fit into our market or business strategies. This program is complete. On a smaller scale and over time, we will continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit in our strategy.

        In addition, we plan to commence strategic initiatives to improve our revenue growth. This is expected to be accomplished through, among other things, strategic and targeted key market development, in line with our operating philosophy and financial goals. We expect such controlled growth to help strengthen our core operations, enabling us to realize further synergies and operating efficiencies.

        Market development may include tactics such as acquisition of local competitors, moving locations, closing smaller locations and developing more combination operating locations to provide enhanced, seamless service to customers. We have identified combination opportunities within our underlying base of operating locations and expect to develop five to seven of these locations annually for the next two to three years.

        Improve our balance sheet.    We successfully reduced our debt level by approximately 44% during our first three years of operations under our new management team. This reduction came from the generation of operating cash flow, the sale of non-strategic operating locations and real estate, the recovery of excess trust fund contributions and improvements in working capital levels. In addition, we successfully refinanced certain of our debt, effectively reducing interest costs. We intend to continue to reduce debt during fiscal 2005.

        We expect cash flow from operations to be adequate to maintain existing operations and capital needs, allowing some excess to be used to fund our growth strategies and further reduce debt. Subsequent to March 26, 2005, we completed the sale of our remaining discontinued locations, aside from one cemetery, for proceeds of approximately $6.0 million. In addition, we expect that the proceeds from our sale of the remaining assets held for sale, including real estate, will be approximately $12.0 million, which proceeds will be used to further reduce long-term debt. Moreover, although the efforts to withdraw excess contributions and unwithdrawn earnings from trusts are substantially complete, we will continue our efforts to identify and withdraw such funds.

6



The Exchange Offer

        The summary below describes the principal terms of the exchange offer. Some of the terms and conditions described below are subject to important limitations and exceptions. See "The Exchange Offer" section of this prospectus for a more detailed description of the terms and conditions of the exchange offer. As used in this summary, references to "we," "us," "our" and "Alderwoods Group" refer to Alderwoods Group, Inc., without reference to its subsidiaries.

Purpose and Effect   We sold $200.0 million in aggregate principal amount of 73/4% senior notes due 2012 on August 19, 2004 to Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, to whom we refer collectively in this prospectus as the "initial purchasers." Simultaneously with that sale, we signed a registration rights agreement with the initial purchasers that requires us to conduct this exchange offer, referred to in this prospectus as the "registration rights agreement."

Registration Rights Agreement

 

You have the right under the registration rights agreement to exchange your outstanding notes for exchange notes registered under the Securities Act with substantially identical terms. This exchange offer is intended to satisfy that right. After the exchange offer is complete, except as set forth below, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.

 

 

Under the registration rights agreement, we are required to (1) use our reasonable best efforts to have the registration statement of which this prospectus is a part to be declared effective by the Commission on or prior to July 15, 2005 and (2) consummate the exchange offer described in this prospectus on or prior to August 26, 2005. If we fail to satisfy either of these registration obligations, we have agreed to pay liquidated damages to each holder of outstanding notes equal to 0.25% per annum on the principal amount of the outstanding notes held by that holder with respect to the first 90-day period immediately following the occurrence of that registration default. The amount of liquidated damages will increase by an additional 0.25% per annum on the principal amount of the outstanding notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of liquidated damages for all registration defaults of 1.0% per annum. The accrual of liquidated damages with respect to a registration default will cease upon the cure of that registration default.
         

7



 

 

After the registration statement of which this prospectus is a part is declared effective, we are required to keep the registration statement effective for a period beginning when the exchange notes are first issued in the exchange offer and ending upon the earlier of (1) 180 days from the date on which the registration statement of which this prospectus forms a part is declared effective and (2) the date on which a broker-dealer is no longer required to deliver a prospectus. Our failure to keep the exchange offer registration statement effective during that period would constitute a registration default, and we would be required to pay liquidated damages to those broker-dealer holders in the same amounts as would be required for a registration default described in the preceding paragraph.

 

 

Under certain circumstances, the registration rights agreement also requires us to file a shelf registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of any holders that are ineligible to participate in the exchange offer and indicate that they wish to have their outstanding notes registered under the Securities Act. If we are required to file a shelf registration statement and are unable to meet our obligations relating to the shelf registration statement, we would be required to pay liquidated damages to those holders of outstanding notes in the amounts described above. See "Description of the Exchange Notes—Registration Rights; Liquidated Damages."

The Exchange Offer

 

We are offering to exchange $200.0 million in aggregate principal amount of our 73/4% senior notes due 2012, which have been registered under the Securities Act, for outstanding notes.

 

 

You may not participate in the exchange offer if you are:

 

 


 

our "affiliate" within the meaning of Rule 405 under the Securities Act; or

 

 


 

a broker-dealer that acquired outstanding notes directly from us.

 

 

To exchange your outstanding notes, you must properly tender them before the exchange offer expires. We will exchange all outstanding notes that are validly tendered and not withdrawn. We will issue the exchange notes promptly after the exchange offer expires.

 

 

You may tender your outstanding notes for exchange in whole or in part in integral multiples of $1,000 principal amount.

 

 

For a description of the procedures for tendering outstanding notes, see "The Exchange Offer— Procedures for Tendering Outstanding Notes."
         

8



Expiration Date

 

The exchange offer will expire at 5:00 p.m., New York City time, on            , 2005, unless extended by us, in which case the expiration date will be the latest date and time to which the exchange offer is extended.

Consequences of Failure to Exchange Your Outstanding Notes

 

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to the restrictions on transfer provided in the outstanding notes and the indenture governing the notes. In general, the outstanding notes, unless registered under the Securities Act, may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. We do not plan to register any remaining outstanding notes under the Securities Act following the expiration of the exchange offer.

Conditions to the Exchange Offer

 

The exchange offer is subject to the following conditions:

 

 


 

the exchange offer does not violate any law or applicable interpretation of any law by the staff of the Commission;

 

 


 

no action or proceeding has been instituted or threatened, or no law has been adopted, that would reasonably be expected to impair our ability to proceed with the exchange offer;

 

 


 

no stop order has been issued by the Commission or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part;

 

 


 

all governmental approvals necessary for the consummation of the exchange offer have been obtained; and

 

 


 

no change in our business or financial affairs has occurred that might materially impair our ability to proceed with the exchange offer.

 

 

The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. We currently expect that each of the conditions will be satisfied and that no waiver of any condition will be necessary. See "The Exchange Offer—Conditions to the Exchange Offer."

 

 

We reserve the right, subject to applicable law, at any time and from time to time in our reasonable judgment:

 

 


 

to delay the acceptance of the outstanding notes;

 

 


 

to terminate the exchange offer if specified conditions have not been satisfied;

 

 


 

to extend the expiration date of the exchange offer and retain all tendered outstanding notes, subject, however, to the right of tendering holders to withdraw their tender of outstanding notes; and
         

9



 

 


 

to waive any condition or otherwise amend the terms of the exchange offer in any respect.

 

 

See "The Exchange Offer—Expiration Date; Extensions; Amendments."

Procedures for Tendering Outstanding Notes

 

If you wish to tender your outstanding notes for exchange, you must:

 

 


 

complete and sign the letter of transmittal in accordance with the instructions contained in the letter of transmittal; and

 

 


 

forward the letter of transmittal by mail or hand delivery, together with any other required documents, to the exchange agent, either with the outstanding notes that you tender or in compliance with the specified procedures for guaranteed delivery of your outstanding notes.

 

 

Some brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer.

 

 

Please do not send your letter of transmittal or certificates representing your outstanding notes to us. You should send these documents only to Wells Fargo Bank, N.A., the exchange agent for the exchange offer. You should direct any information requests or questions regarding how to tender your outstanding notes to the exchange agent.

Special Procedures for Beneficial Owners

 

If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact that person promptly if you wish to tender your outstanding notes in the exchange offer.

Withdrawal Rights

 

You may withdraw the tender of your outstanding notes at any time before the expiration date by delivering a written notice of your withdrawal to the exchange agent according to the withdrawal procedures described under the heading "The Exchange Offer—Withdrawal Rights."

United States Federal Income Tax Consequences

 

The exchange of outstanding notes for the exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "U.S. Federal Income Tax Considerations."

Resale of Exchange Notes

 

We believe that you will be able to offer for resale, resell or otherwise transfer exchange notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are:

 

 


 

acquiring the exchange notes in the ordinary course of your business;
         

10



 

 


 

not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;

 

 


 

not an "affiliate" of us within the meaning of Rule 405 under the Securities Act; and

 

 


 

not a broker-dealer tendering outstanding notes acquired directly from us for its own account.

 

 

Our belief is based upon interpretations by the staff of the Commission as set forth in no-action letters issued to third parties unrelated to us. The staff of the Commission has not considered this exchange offer in the context of a no-action letter. We cannot assure you that the staff of the Commission would make a similar determination with respect to this exchange offer.

 

 

If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from those requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

 

 

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution" in this prospectus.

Exchange Agent

 

The exchange agent for the exchange offer is Wells Fargo Bank, N.A. The address, telephone and facsimile number of the exchange agent are set forth in "The Exchange Offer—Exchange Agent" and in the letter of transmittal.

Appraisal or Dissenter's Rights

 

You have no appraisal or dissenters' rights in connection with the exchange offer.

11



The Exchange Notes

        The summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. See "Description of the Exchange Notes" section of this prospectus for a more detailed description of the terms and conditions of the exchange notes. As used in this summary, references to "we," "us," "our" and "Alderwoods Group" refer to Alderwoods Group, Inc., without reference to its subsidiaries.

        The terms of the exchange notes and the outstanding notes are identical in all material respects, except:

    the issuance of the exchange notes will have been registered under the Securities Act;

    the exchange notes will not contain transfer restrictions and registration rights that relate to the outstanding notes; and

    the exchange notes will not contain provisions relating to the payment of special interest to be made to the holders of the outstanding notes under circumstances related to the timing of the exchange offer.

        The following is a brief description of the material terms of the exchange notes:

Exchange Notes   $200.0 million aggregate principal amount of 73/4% senior notes due 2012.

Maturity

 

September 15, 2012.

Interest Payments

 

March 15 and September 15.

Guarantees

 

The exchange notes will be guaranteed by all of our existing and future wholly owned domestic subsidiaries, except for subsidiaries engaged in the insurance business or that are subject to regulatory restrictions that prohibit the execution of a guarantee or are otherwise de minimis.

Ranking

 

The exchange notes will be Alderwoods Group's, and the guarantees will be the guarantors', general senior unsecured obligations. Accordingly, they will rank:

 

 


 

equally with all of our and the guarantors' existing and future unsecured and unsubordinated indebtedness;

 

 


 

senior to any of our future subordinated debt;

 

 


 

effectively subordinated to all of our and the guarantors' existing and future secured debt to the extent of the assets securing such debt, including any borrowings under our amended senior secured credit facility, referred to in this prospectus as the "senior secured credit facility;" and

 

 


 

effectively subordinated to all of the indebtedness and other liabilities of our subsidiaries not guaranteeing the notes.
         

12



 

 

As of March 26, 2005, we had approximately $432.0 million of outstanding debt, of which approximately $1.6 million was debt of non-guarantor subsidiaries, including approximately $0.1 million of debt of unrestricted subsidiaries. The exchange notes are effectively subordinated to our and the guarantors' existing and future secured debt to the extent of the assets securing such debt. See "Risk Factors—Risks Related to the Notes—The notes and the subsidiary guarantees are effectively subordinated to our secured debt." For the year ended January 1, 2005, our non-guarantor subsidiaries, including our unrestricted subsidiaries, accounted for approximately 23% of our revenue and 55% of our total assets, with 3% and 13%, respectively, of our revenue and total assets attributable to our unrestricted subsidiaries.

Optional Redemption

 

We may redeem the exchange notes, in whole or in part, at any time on or after September 15, 2008, at the redemption prices described under "Description of the Exchange Notes—Optional Redemption," plus accrued and unpaid interest.

 

 

In addition, we may redeem up to 35% of the exchange notes before September 15, 2007 with the net cash proceeds from certain equity offerings. However, we may only make such redemptions if at least 65% of the aggregate principal amount of exchange notes issued under the indenture remains outstanding immediately after the occurrence of such redemption.

Change of Control

 

If we experience specific kinds of changes in control, we must offer to purchase the exchange notes at 101% of their face amount, plus accrued and unpaid interest.

Certain Covenants

 

The indenture governing the exchange notes will, among other things, limit our ability and the ability of our restricted subsidiaries to:

 

 


 

borrow money or sell preferred stock;

 

 


 

create liens;

 

 


 

pay dividends on or redeem or repurchase stock;

 

 


 

make certain types of investments;

 

 


 

restrict dividends or other payments from restricted subsidiaries;

 

 


 

enter into transactions with affiliates;

 

 


 

issue guarantees of debt; and

 

 


 

sell assets or merge with other companies.

 

 

These covenants contain important exceptions, limitations and qualifications. For more details, see "Description of the Exchange Notes."

Use of Proceeds

 

We will not receive any cash proceeds from the issuance of the exchange notes.

        You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the section entitled "Risk Factors" for an explanation of certain risks of investing in the exchange notes.

13



Summary Consolidated Financial Information

        Set forth below is certain of our summary consolidated financial and operating information for each of the 12 weeks ended March 26, 2005 and March 27, 2004 and for the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002. The summary consolidated financial information set forth below is derived from our unaudited interim consolidated financial statements and our audited annual consolidated financial statements for such periods, and should be read in conjunction with our unaudited interim consolidated financial statements and audited annual consolidated financial statements (including the notes thereto) included elsewhere in or incorporated by reference into this prospectus, as well as the discussion contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, "Consolidation of Variable Interest Entities," which was revised in December 2003, referred to in this prospectus as "FIN No. 46R." FIN No. 46R clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to enterprises that have a variable interest in variable interest entities, and is effective no later than the end of the first reporting period that ends after March 15, 2004.

        We elected to adopt FIN No. 46R at the beginning of our 2004 fiscal year on January 4, 2004. The adoption of FIN No. 46R resulted in the prospective consolidation in our balance sheet of approximately 600 funeral, cemetery merchandise and service and perpetual care trusts, and several pooled investment funds created for such trusts, but did not change the legal relationships among these trusts, pooled investment funds, us and our holders of pre-need contracts. We do not consolidate certain funeral trusts for which we do not absorb a majority of their expected losses and, therefore, are not considered a primary beneficiary of these funeral trusts under FIN No. 46R. The adoption of FIN No. 46R has not materially impacted our stockholders' equity, net income or consolidated statement of cash flows. For the impact of FIN No. 46R on our consolidated balance sheet, see Notes 3, 4, 5, and 6 to our audited annual consolidated financial statements.

 
  Unaudited 12 Weeks Ended
  52 Weeks
Ended

  53 Weeks
Ended

  52 Weeks
Ended

 
 
  March 26,
2005

  March 27,
2004

  January 1,
2005

  January 3,
2004

  December 28,
2002

 
 
  (dollars in thousands)

   
 
Statement of Operations Data:                                
Revenue                                
  Funeral   $ 124,013   $ 121,942   $ 472,935   $ 491,612   $ 481,632  
  Cemetery     38,215     36,487     163,731     167,542     156,381  
  Insurance     21,568     18,405     80,124     61,127     53,984  
   
 
 
 
 
 
  Total   $ 183,796   $ 176,834   $ 716,790   $ 720,281   $ 691,997  

Gross margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Funeral   $ 29,900   $ 28,885   $ 96,289   $ 113,417   $ 106,844  
  Cemetery     5,120     5,023     23,812     28,775     18,894  
  Insurance     1,281     900     4,709     1,752     609  
   
 
 
 
 
 
  Total     36,301     34,808     124,810     143,994     126,347  
Expenses                                
  General and administrative expenses     10,643     11,698     51,218     56,281     43,188  
  Provision for goodwill impairment(1)                     228,281  
  Provision for asset impairment     (755 )   1,988     1,922     4,395     563  
   
 
 
 
 
 
Income (loss) from operations     26,413     21,122     71,670     83,268     (145,685 )
Interest on long term debt     7,516     5,264     78,079     76,453     85,050  
Other expense (income), net     (5,800 )   (1,098 )   (1,163 )   4,056     (6,695 )
   
 
 
 
 
 
Income (loss) before income taxes     24,697     16,956     (5,246 )   2,759     (224,040 )
Income taxes     11,192     5,588     (1,453 )   (6,485 )   (544 )
   
 
 
 
 
 
Net income (loss) from continuing operations     13,505     11,368     (3,793 )   9,244     (223,496 )
Net income (loss) from discontinued operations     (369 )   (9,200 )   13,142     1,563     (10,248 )
   
 
 
 
 
 
Net income (loss)   $ 13,136   $ 4,837   $ 9,349   $ 10,807   $ (233,744 )
   
 
 
 
 
 
                                 

14



Other Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Net cash provided by operations (including discontinued operations)   $ 42,436   $ 5,783   $ 119,589   $ 155,775   $ 68,684  
Capital expenditures     4,605     3,969     37,183     25,186     21,636  

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Cash and cash equivalents   $ 16,878   $ 35,409   $ 9,379   $ 41,612   $ 46,112  
Total assets     2,312,980     2,731,233     2,372,428     2,453,003     2,553,650  
Total long-term debt     431,981     614,338     463,640     630,852     756,141  
Stockholders' equity     563,586     553,456     555,912     544,893     523,402  

Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Funeral—Other Information:                                
Number of funeral services performed     30,042     30,437     117,525     124,798     125,012  
Estimated impact of 53rd week on the number of funeral services performed(2)                     (2,421 )    
Number of funeral services performed adjusted for the impact of the 53rd week(2)                 117,525     122,377     125,012  

Average revenue per funeral service

 

$

4,128

 

$

4,006

 

$

4,024

 

$

3,939

 

$

3,853

 

Pre-need funeral contracts written (in millions)

 

$

43.2

 

$

40.3

 

$

179.5

 

$

164.8

 

$

161.1

 
Estimated impact of 53rd week on pre-need funeral contracts written (in millions)(2)                   $ (3.0 )    
Pre-need funeral contracts written adjusted for the impact of the 53rd week (in millions)(2)               $ 179.5   $ 161.8   $ 161.1  

Pre-need funeral conversion (percentages)(3)

 

 

27

%

 

27

%

 

26

%

 

26

%

 

24

%

Funeral pre-need backlog (in millions)

 

$

1,296.1

 

$

1,234.6

 

$

1,280.0

 

$

1,227.1

 

$

1,147.6

 

Cemetery—Other Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of cemetery interments

 

 

11,470

 

 

12,150

 

 

46,272

 

 

47,693

 

 

51,097

 
Estimated impact of the 53rd week on the number of cemetery interments(2)                     (909 )    
Number of cemetery interments adjusted for the impact of the 53rd week(2)                 46,272     46,784     51,097  
Pre-need cemetery contracts written (in millions)     20.9   $ 18.2   $ 86.8   $ 82.9   $ 77.7  
Estimated impact of 53rd week on pre-need cemetery contracts written (in millions)(2)                   $ (1.7 )    
Pre-need cemetery contracts written adjusted for the impact of the 53rd week (in millions)(2)               $ 86.8   $ 81.2   $ 77.7  

Cemetery pre-need backlog (in millions)

 

$

262.2

 

$

260.4

 

$

261.7

 

$

259.5

 

$

248.1

 

(1)
Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," referred to in this prospectus as "FAS 142," requires that goodwill be reviewed for impairment annually, as well as upon the occurrence of certain events that would more likely than not reduce the fair value of a reporting unit below its carrying amount. A goodwill impairment provision of $228.1 million for the funeral reporting unit was recorded for the 52 weeks ended December 28, 2002. The 2002 funeral reporting unit goodwill impairment provision was primarily the result of a reduction of the projected financial results used in the valuation of the funeral reporting unit compared to those used during the reorganization process and the determination of reorganization value as set forth in the plan of reorganization. The financial projections were reduced principally due to actual 2002 operating results. The lower valuation was also affected by the decline in the economy generally, as well as the decline in funeral industry specific market values. The goodwill review for impairment in fiscal 2003 and 2004 did not result in any further provision for impairment.

(2)
The impact of the 53rd week for the 53 weeks ended January 3, 2004 was estimated by calculating the average of the 13 weeks ended January 3, 2004.

(3)
Represents the percentage of funeral services performed attributable to pre-need funeral contracts.

15



RISK FACTORS

        You should carefully consider the risk factors described below, together with the other information included in or incorporated by reference into this prospectus, before tendering your outstanding notes for exchange notes. The risks described below are the material risks of which we are currently aware; however, they may not be the only risks that we may face. Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations and cash flows. In that case, you may lose all or part of your investment in the notes.

Risks Related to the Notes

We have a significant level of debt and interest payment obligations that may restrict our future operations and impair our ability to meet our obligations under the notes.

        Our significant level of debt and demands on our cash resources could have material consequences to our business, including, but not limited to:

    making it more difficult for us to satisfy our financial obligations, including those relating to the notes;

    reducing the availability of our cash flows to fund our working capital requirements, capital expenditures, acquisitions, investments and other business activities because we will be required to use a substantial portion of our cash flows to service our debt obligations;

    increasing our vulnerability to adverse economic and industry conditions;

    increasing our exposure to interest rate increases because a portion of our borrowings is at variable interest rates;

    restricting us from making strategic acquisitions or taking advantage of favorable business opportunities;

    limiting our flexibility in planning for, or reacting to, changes in our business and industry; and

    placing us at a competitive disadvantage when compared to competitors with less relative amounts of debt.

Despite our significant level of debt, we may still be able to incur more debt, which could intensify the risks described above.

        We may be able to incur significant amounts of debt in the future, subject to compliance with our existing financing arrangements. Although our senior secured credit facility and the indenture governing the notes contains restrictions on the incurrence of additional debt, debt incurred in compliance with these restrictions could be significant. If new debt is added to our and our subsidiaries' current debt level, the related risks that we face would be magnified.

We may not be able to generate sufficient cash to service all of our debt, including the notes.

        Our ability to make payments on and to refinance our debt, including the notes, depends on our ability to generate cash in the future, which will be affected by the death rate and general economic, financial, competitive, legislative, regulatory and other factors beyond our control. We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our senior secured credit facility in amounts sufficient to enable us to service our debt, including the notes at maturity or otherwise, or to fund our other liquidity needs.

16



        If we are unable to meet our debt obligations or to fund our other liquidity needs, we may need to restructure or refinance our debt, including the notes. Our ability to refinance our debt or obtain additional financing will depend on:

    our financial condition at the time;

    restrictions in agreements governing our debt, including the indenture governing the notes; and

    other factors, including financial market or industry conditions.

        As a result, it may be difficult for us to obtain financing on terms that are acceptable to us, or at all. Without this financing, we could be forced to sell assets under unfavorable circumstances to make up for any shortfall in our payment obligations. The terms of our senior secured credit facility and the indenture governing the notes will limit our ability to sell assets and also restrict the use of proceeds from such a sale. Moreover, substantially all of our assets have been pledged to secure repayment of our debt under our senior secured credit facility. In addition, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations, including our obligations on the notes.

The notes and the subsidiary guarantees are effectively subordinated to our secured debt.

        The notes and the subsidiary guarantees are general, unsecured obligations of Alderwoods Group and the subsidiary guarantors, respectively, and are effectively subordinated in right of payment to all of the secured debt of Alderwoods Group and of the subsidiary guarantors, respectively, to the extent of the value of the assets securing such debt. In the event of a bankruptcy or similar proceeding, the assets of Alderwoods Group or of a subsidiary guarantor that serve as collateral under such secured debt would be made available to satisfy the obligations under the secured debt before any payments are made on the notes or the subsidiary guarantees. Our obligations under our senior secured credit facility are secured by security interests in all of our wholly owned domestic subsidiaries' assets that guarantee obligations under the agreement. See "Description of Other Indebtedness—Senior Secured Credit Facility." The indenture governing the notes permits us to incur new additional secured debt.

We depend on the cash flows from our subsidiaries to meet our obligations; your right to receive payment on the notes is structurally subordinate to the obligations of the non-guarantor subsidiaries.

        Alderwoods Group is a holding company with no independent operations. As a result, we depend on our subsidiaries to provide cash flows necessary to service debt obligations at the Alderwoods Group level, including the notes. Our cash flows and our ability to service our debt, including the notes, depend in part on the earnings of our non-guarantor subsidiaries and on the distribution of earnings, loans or other payments to us by these subsidiaries. The ability of these non-guarantor subsidiaries to make any dividend, distribution, loan or other payment to Alderwoods Group or a subsidiary guarantor could be subject to statutory or contractual restrictions. For example, our insurance subsidiaries are subject to state regulation that restrict distributions, loans and advances to us and other subsidiaries. Payments to Alderwoods Group or a subsidiary guarantor by these non-guarantor subsidiaries will also be contingent upon their earnings and their business considerations. Because we depend in part on the cash flows of these non-guarantor subsidiaries to meet our obligations, these types of restrictions may impair our ability to make scheduled interest and principal payments on the notes.

        Furthermore, in the event of any bankruptcy, liquidation or reorganization of a non-guarantor subsidiary, you will not have any claim as a creditor against such subsidiary. As a result, all debt and other liabilities, including trade payables, of the non-guarantor subsidiaries, whether secured or unsecured, must be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us in order for us to meet our obligations with respect to the notes. As of March 26, 2005, the non-guarantor subsidiaries had $249.1 million of debt and other

17



liabilities (excluding intercompany debt, pre-need funeral and cemetery contract revenue, non-controlling interest in funeral and deferred cemetery trusts and $29.4 million of liabilities associated with assets held for sale).

Restrictive covenants in our senior secured credit facility and the indenture governing the notes may prevent us from pursuing business activities that could otherwise improve our results of operations.

        The terms of our senior secured credit facility and the indenture governing the notes limit our ability and the ability of our subsidiaries to, among other things:

    incur additional debt;

    pay dividends or make distributions or redeem or repurchase stock;

    make investments;

    grant liens;

    make capital expenditures;

    enter into transactions with affiliates;

    sell assets; and

    acquire the assets of, or merge or consolidate with, other companies.

        Our senior secured credit facility requires us to maintain financial ratios. Complying with these restrictive covenants and financial ratios, as well as those that may be contained in any future debt agreements, may impair our ability to finance our future operations or capital needs or to take advantage of other favorable business opportunities. They may also limit our ability to pay interest or principal on the notes. Our ability to comply with these restrictive covenants and financial ratios will depend on our future performance, which may be affected by events beyond our control. Our failure to comply with any of these covenants or restrictions when they apply will result in a default under the particular debt instrument, which could permit acceleration of the debt under that instrument and, in some cases, the acceleration of debt under other instruments that contain cross-default or cross-acceleration provisions. In an event of default, or in the event of a cross-default or cross-acceleration, if we are unable to negotiate a waiver with our lenders, we may not have sufficient funds available to make the required payments under our debt. If we are unable to repay amounts owed under the terms of our senior secured credit facility, the lenders thereunder may be entitled to sell most or substantially all of our assets and the assets of many of our subsidiaries to satisfy our obligations under those agreements. In such event, we may not be able to fully repay the notes, if at all.

We may be unable to repurchase notes in the event of a change of control.

        Upon the occurrence of certain kinds of change of control events, you will have the right, as a holder of the notes, to require us to repurchase all of your notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. We may not be able to pay you the required price for your notes at that time because we may not have available funds to pay the repurchase price. Under our senior secured credit facility, a change of control is an event of default which would require us to repay all amounts outstanding under the credit facility. In addition, the terms of our senior secured credit facility may prevent us from paying you. See "Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control."

18



Federal and state fraudulent conveyance laws may permit a court to void the notes and the subsidiary guarantees, and, if that occurs, you may not receive any payments on the notes or the subsidiary guarantees.

        The issuance of the notes and the subsidiary guarantees may be subject to review under federal and state fraudulent conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration generally will be a fraudulent conveyance if:

    it was paid with the intent of hindering, delaying or defrauding creditors; or

    we or any of the subsidiary guarantors received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a subsidiary guarantee, as applicable, and either:

    we or the subsidiary guarantor was insolvent or rendered insolvent by reason of the incurrence of the debt;

    payment of the consideration left us or the subsidiary guarantor with an unreasonably small amount of capital to carry on the business; or

    we or the subsidiary guarantor intended to, or believed that we or it would, incur debts beyond our or its ability to pay the debt.

        If a court were to find that the issuance of the notes or a subsidiary guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such subsidiary guarantee or subordinate the notes or such subsidiary guarantee to presently existing and future debt, or require the holders of the notes to repay any amounts received with respect to the notes or such subsidiary guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes, may not have a claim against the subsidiary guarantor and may only be a general unsecured creditor of us. Further, voiding the notes or a subsidiary guarantee could result in an event of default with respect to our other debt that could result in acceleration of that debt.

        The subsidiary guarantees could also be subject to the claim that, because they were incurred for our benefit (and only indirectly for the benefit of the subsidiary guarantors), the obligations of the subsidiary guarantors were incurred for less than reasonably equivalent value or fair consideration. A court could then void a subsidiary guarantor's obligation under its subsidiary guarantee, subordinate the subsidiary guarantee to other debt of the subsidiary guarantor or take other action detrimental to your interests as a noteholder.

        We are a holding company and we conduct all of our operations exclusively through our subsidiaries. Our only significant assets are the capital stock of our subsidiaries. If the subsidiary guarantees are unenforceable, your interests would be effectively subordinated to all of our subsidiaries' debt and other liabilities.

You may have difficulty selling the outstanding notes that you do not exchange.

        We will issue the exchange notes in exchange for the outstanding notes after the exchange agent receives your outstanding notes, the letter of transmittal and all related documents. You should provide adequate time for delivery if you choose to tender your outstanding notes for exchange.

        If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the indenture governing the notes and arose because we originally issued the outstanding notes under exemptions from the registration requirements of the Securities Act.

        In general, you may offer or sell your outstanding notes only in an offering registered under the Securities Act and applicable state securities laws, or if your outstanding notes are offered and sold under an exemption from those requirements. If you do not exchange your outstanding notes, you will

19



lose your right to have your outstanding notes registered under the Securities Act. As a result, if you hold outstanding notes after the exchange offer, your ability to sell those outstanding notes will be significantly limited.

        If you do participate in the exchange offer for the purpose of participating in the distribution of the exchange notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. Each broker-dealer who holds outstanding notes for its own account due to market-making or other trading activities and who receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

        If any outstanding notes are not tendered in the exchange offer or are tendered but not accepted, the trading market for such outstanding notes could be negatively affected due to the limited amount expected to remain outstanding following the completion of the exchange offer. If a large number of outstanding notes are exchanged for notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged notes.

You may find it difficult to sell your notes because no active trading market for the notes exists. If an active trading market does not develop for the notes, you may not be able to resell them.

        There is no existing market for the notes and, although the notes are expected to be eligible for trading in the Portal Market, we cannot assure you that an active trading market will develop for the notes. In addition, we do not intend to apply for listing of the notes on any securities exchange. If an active trading market for the notes does not develop, you may not be able to resell your notes at their fair market value or at all. Historically, the market for non-investment grade debt securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes may be subject to similar disruptions. Future trading prices of the notes may depend, among other things, on prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, results of operations and prospects. These factors could adversely affect your investment in the notes.

If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes or are an "affiliate" of Alderwoods Group, you may still be subject to various transfer restrictions.

        If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. Also, "affiliates" of Alderwoods Group may sell exchange notes only in compliance with the provisions of Rule 144 under the Securities Act or another available exemption.

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your outstanding notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.

        We will not accept your outstanding notes for exchange if you do not follow the exchange offer procedures. You will receive exchange notes in exchange for your outstanding notes only if, before the expiration date, you deliver all of the following to the exchange agent:

    certificates for the outstanding notes or a book-entry confirmation of a book-entry transfer of the outstanding notes into the exchange agent's account at the Depository Trust Company, referred to in this prospectus as the "DTC";

20


    the letter of transmittal, properly completed and duly executed by you, together with any required signature guarantees; and

    any other documents required by the letter of transmittal.

        You should allow sufficient time to ensure that the exchange agent receives all required documents before the exchange offer expires. Neither we nor the exchange agent has any duty to inform you of defects or irregularities with respect to the tender of your outstanding notes for exchange.

Risks Related to Our Company

We operate in a highly competitive industry.

        The North American funeral and cemetery industry primarily consists of small family-owned businesses. The death care industry in the United States is made up of approximately 22,000 funeral homes and 10,500 cemeteries. We believe the three largest public operators in the death care industry in the United States, based on total revenue and number of locations, are Service Corporation International, Alderwoods Group and Stewart Enterprises, Inc. We believe that the three largest public death care companies collectively generate approximately 20% of funeral service revenues in the United States. Our competition in the markets in which we operate generally arises from one or more of the other public operators in addition to independent operators of funeral homes and cemeteries for at-need and pre-need business. The market share of a single funeral home or cemetery in any community is a function of the name, reputation and location of that funeral home or cemetery although competitive pricing, professional service and attention, and well-maintained locations are also important. Gains in market share within a community are usually realized over a number of years, but losses in market share may appear in a shorter time frame.

        To compete successfully, our funeral services and cemeteries must maintain good reputations and high professional standards in the industry, as well as offer attractive products and services at competitive prices. In addition, we must market ourselves in such a manner as to distinguish us from our competitors. We have historically experienced price competition from independent funeral home and cemetery operators and from monument dealers, casket retailers, low-cost funeral providers and other non-traditional providers of services or products. The intense competition we face may force us to reduce prices and thereby our profit margins to retain or recapture our market share. If we are unable to successfully compete, our financial condition, results of operations and cash flows could be materially and adversely affected.

Our investments held in trusts are invested in securities, the value of which is affected by financial market conditions that are beyond our control.

        Cemetery revenue is impacted by perpetual care trust net realized investment income, which we recognize to the extent of allowed reimbursement from the trust when we perform cemetery maintenance services. We recognize trust income on funeral and cemetery merchandise and service trust investments when the underlying pre-need funeral and cemetery contract obligations are fulfilled. The level of trust income is largely dependent on yields on the investments made with trust funds, which are subject to financial market conditions and other factors that are beyond our control. Trust income is also affected by the mix of fixed income and equity securities we choose to maintain in the funds, and we may not choose the optimal mix for any particular market condition. If earnings from trust funds decline, we would likely experience a decline in future revenue and cash flow. In addition, if the trust funds experienced significant investment losses, there would likely be insufficient funds in the trusts to cover the costs of delivering services and merchandise or to maintain cemeteries in the future. We would have to cover any such shortfalls with cash flows from operations, which could adversely affect our ability to service the notes.

21


The level of pre-need sales and the terms of our pre-need contracts may adversely impact our results of operations and cash flows.

        We recently made significant changes to our pre-need sales force organization. We cannot assure you that the changes we have made will not result in a decline in our pre-need sales or that we will continue to be successful in recruiting and retaining qualified sales people. In addition, depending on the terms of the contract, pre-need sales have the potential to have an initial negative impact on cash flows because of the commission paid on the sale and the portion of sales proceeds required to be placed into trust or escrow. Our commission structure emphasizes contracts with positive cash flows; however, we cannot assure you that in the future we will not enter into pre-need sales that have a negative impact on cash flows, which could impair our ability to service the notes. A weakening economy that causes customer families to have less discretionary income could cause a decline in pre-need sales. Declines in pre-need cemetery property sales would reduce current revenue, and declines in other pre-need sales would reduce our pre-need backlog and future revenue and could reduce future market share.

Increasing insurance benefits related to pre-need services funded through life insurance or annuity contracts may not cover future increases in the cost of providing a price guaranteed funeral service.

        We sell price guaranteed pre-need funeral services at prices prevailing when the agreements are signed. There is no guarantee that the insurance payout or the annuity contract payout will cover future increases in the cost of providing a price guaranteed funeral service, which could have an effect on our profit margins.

Fluctuations in the value of the Canadian dollar could result in currency exchange losses.

        A significant portion of our corporate and administrative expenses are payable in Canadian dollars, while most of our revenue is generated in U.S. dollars and we report our financial statements in U.S. dollars. Therefore, a strengthening of the Canadian dollar relative to the U.S. dollar will adversely affect our results of operations. Expenses for our corporate and administrative functions are paid principally in Canadian dollars and have predictable future cash outflows, referred to in this prospectus as "foreign currency expenditures." We have a program to hedge the variability in the U.S. dollar equivalent of a portion of the foreign currency expenditure due to the fluctuation in the exchange rate between the U.S. dollar and Canadian dollar, referred to in this prospectus as "foreign currency hedge program." We use forward foreign exchange contracts and foreign exchange option contracts to partially mitigate foreign exchange variability. Under the foreign currency hedge program, losses or gains in our underlying foreign exchange exposure are partially offset by gains or losses on the forward foreign exchange contracts and foreign exchange option contracts, so as to reduce the magnitude of foreign exchange transaction gains or losses. Any hedging activities we undertake may not be successful in mitigating all of this risk.

Our effective income tax rate may vary.

        We expect that our effective income tax rate for 2005 may vary significantly from the statutory tax rate because (1) income tax benefits may be offset by an increase in the valuation allowance due to the uncertainty regarding the ability to utilize the benefits in the future, (2) the losses incurred in certain jurisdictions may not offset the tax expense in profitable jurisdictions, (3) there are differences between foreign and United States income tax rates and (4) many tax years are subject to audit by different tax jurisdictions, which audits may result in additional taxes payable.

22



Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our access to capital.

        We have completed our evaluation of the effectiveness of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, which requires management's assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year. In performing such evaluation, management identified two material weaknesses in our internal control over financial reporting as of January 1, 2005. One material weakness identified is that we did not maintain an effective control environment over the financial reporting and income tax processes such that there were limitations in the capacity of the accounting and tax resources to identify and react in a timely manner to new accounting pronouncements and non-routine and complex business transactions, certain of which limitations were due to a lack of experienced personnel and turnover in accounting and corporate tax functions. The other material weakness identified is that we did not maintain an effective control environment at our operating locations that have resulted in us not achieving full awareness and consistent compliance with our policies and procedures which are designed to both prevent and detect misstatements at the location level. Accordingly, management concluded that we did not maintain effective internal control over financial reporting as of January 1, 2005. These factors, our inability to remediate the material weaknesses in a timely manner, or other future changes in internal controls could cause investors to lose confidence in the accuracy of our financial statements and could have a material adverse effect on our access to capital.

Risks Related to Our Industry

Declines in the number of deaths in our markets can cause a decrease in revenues. Changes in the number of deaths are not predictable from market to market or over the short term.

        Declines in the number of deaths could cause at-need sales of funeral and cemetery services, property and merchandise to decline, which could decrease revenues. Although the United States Bureau of the Census estimates that the number of deaths in the United States will increase through 2010, longer lifespans could reduce the rate of deaths. Changes in the number of deaths can vary among local markets and from quarter to quarter, and variations in the number of deaths in our markets or from quarter to quarter are not predictable.

The growth in the rate of cremations in North America may result in decreased revenue and gross margin.

        There is an increasing trend in North America toward cremation. According to the Cremation Association of North America, approximately 29% of all deaths in 2004 in the United States were followed by cremation. This figure has grown at approximately 1% annually since 1997 and is projected to continue to grow at a comparable rate over the next three to five years. Compared to traditional funeral services, cremations have historically generated higher gross profit percentages but lower overall revenues. A substantial increase in the rate of cremations performed by us could have a material adverse effect on our financial condition, results of operations and cash flows.

The funeral home and cemetery industry is highly regulated.

        Our operations are subject to regulation, supervision and licensing under numerous federal, state, provincial and local laws, ordinances and regulations, including extensive regulations concerning trust funds, pre-need sales of funeral and cemetery products and services, environmental matters and various other aspects of the business. The impact of these regulations varies depending on the location of funeral homes and cemeteries. Violations of applicable laws could result in fines or other sanctions to us.

        From time to time, federal, state, provincial and local regulatory agencies have considered and may enact additional legislation or regulations that could affect us by increasing costs and decreasing cash

23



flows. For example, additional legislation or regulations requiring more liberal refund and cancellation policies for pre-need sales of products and services or prohibiting door-to-door or telephone solicitation of potential customer families could adversely impact sales, resulting in lower revenue. Similarly, additional legislation or regulations increasing trust requirements could reduce the amount of cash available to us for other purposes. Additional legislation or regulations prohibiting the common ownership of funeral homes and cemeteries in the same market could adversely impact both sales and costs and expenses in the affected markets. If adopted in the states or provinces in which we operate, additional legislation or regulations such as these could have a material adverse effect on our financial condition, results of operations and cash flows.

Funeral and cemetery businesses have high fixed costs.

        We incur many of the costs of operating and maintaining facilities, land and equipment regardless of the number of funeral services or interments performed. Because we cannot necessarily decrease these costs when we experience lower sales volumes, a decline in sales may cause margins, profits and cash flows to decline at a greater rate than a decline in revenue.


FORWARD-LOOKING STATEMENTS

        Certain statements contained in or incorporated by reference into this prospectus, including, but not limited to, information regarding the status and progress of our operating activities, the plans and objectives of our management, assumptions regarding our future performance and plans, and any financial guidance provided in this prospectus are forward-looking statements within the meaning of Section 27A(i) of the Securities Act and Section 21E(i) of the Securities Exchange Act of 1934, referred to in this prospectus as the "Exchange Act." The words "believe," "may," "will," "estimate," "continues," "anticipate," "intend," "expect" and similar expressions identify these forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are made subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Risks and uncertainties that could cause or contribute to such differences include, without limitation, those discussed elsewhere in this prospectus and particularly above under "Risk Factors."

        You should assume that the information appearing in or incorporated by reference into this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the document incorporated by reference herein, as applicable, as our business, financial condition, results of operations or prospects may have changed since that date. Except as required by law, we 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. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this prospectus. You should carefully review the risks detailed under "Risk Factors" for a more complete discussion of the risk of an investment in the notes.

24



USE OF PROCEEDS

        We will not receive any cash proceeds for the issuance of the exchange notes. Because we are exchanging the exchange notes for the outstanding notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our indebtedness.

25



CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 26, 2005. This table should be read in conjunction with our unaudited interim consolidated financial statements and audited annual consolidated financial statements and related notes and other financial information included elsewhere in or incorporated by reference into this prospectus.

 
  Unaudited
As of
March 26, 2005

 
  (in millions)

Cash and cash equivalents   $ 16.9
   
Long-term debt (including current maturities):      
  Revolving credit facility   $
  Senior secured term loan B due in 2009     220.7
  73/4% senior unsecured notes due in 2012     200.0
  Promissory notes and capitalized obligations     11.3
   
    Total debt   $ 432.0

Total stockholders' equity

 

$

563.6
   
    Total capitalization   $ 995.6
   

26



SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

        Alderwoods Group succeeded to substantially all of the assets and operations of Loewen Group on the effective date, and continues to operate the businesses previously conducted by the Loewen Companies. For financial reporting purposes, the effective date of the reorganization was December 31, 2001, because United States generally accepted accounting principles, referred to in this prospectus as "GAAP," require that the financial statements reflect fresh start reporting as of the confirmation date or as of a later date when all material conditions precedent to the plan of reorganization becoming binding are resolved.

        Certain consolidated financial and other information concerning our predecessor may be of limited interest to holders of notes and has been included in this prospectus. However, our consolidated financial and other information issued subsequent to the plan of reorganization implementation are not comparable with the consolidated financial information and other information issued by our predecessor prior to the plan of reorganization implementation due to:

    the significant changes in our financial and legal structure;

    the application of "fresh start" reporting as explained in Note 2 to our audited annual consolidated financial statements, as a result of the confirmation and implementation of the plan of reorganization;

    changes in accounting policies, certain account classifications and fiscal accounting periods; and

    the reclassification of assets held for sale as discontinued operations for our fiscal 2004, 2003 and 2002 years, without reclassifying fiscal years prior to 2002.

        Accordingly, the accompanying selected consolidated financial information should be reviewed with caution, and our predecessor's selected consolidated financial information should not be relied upon as being indicative of our future results or providing an accurate comparison of financial performance. A black line has been drawn to separate and distinguish between the consolidated financial information that relates to us and the audited consolidated financial information that relates to our predecessor.

        In January 2003, the Financial Accounting Standards Board issued FIN No. 46R. FIN No. 46R clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to enterprises that have a variable interest in variable interest entities, and is effective no later than the end of the first reporting period that ends after March 15, 2004.

        We elected to adopt FIN No. 46R at the beginning of our 2004 fiscal year on January 4, 2004. The adoption of FIN No. 46R resulted in the prospective consolidation in our balance sheet of approximately 600 funeral, cemetery merchandise and service, and perpetual care trusts, and several pooled investment funds created for such trusts, but did not change the legal relationships among these trusts, pooled investment funds, us and our holders of pre-need contracts. We do not consolidate certain funeral trusts for which we do not absorb a majority of their expected losses and, therefore, are not considered a primary beneficiary of these funeral trusts under FIN No. 46R. The adoption of FIN No. 46R has not materially impacted our stockholder's equity, net income or our consolidated statement of cash flows. For the impact of FIN No. 46R on our consolidated balance sheet, see Notes 3, 4, 5 and 6 to our audited annual consolidated financial statements.

        Set forth below is certain of our selected consolidated financial and operating information as of March 26, 2005 and March 27, 2004, for the 12 weeks ended March 26, 2005 and March 27, 2004, as of January 1, 2005, January 3, 2004, December 28, 2002 and December 31, 2001, and for the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002, and, for our predecessor, consolidated financial and operating information as of December 31, 2000 and for the years ended December 31, 2001 and 2000. The selected consolidated financial information set forth below is derived from our unaudited interim consolidated financial statements,

27



our audited annual consolidated financial statements and our predecessor's respective audited annual consolidated financial statements for such periods, and should be read in conjunction with our unaudited interim consolidated financial statements and audited annual consolidated financial statements (including the notes thereto) included elsewhere in or incorporated by reference into this prospectus, as well as the discussion contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
   
   
   
   
   
 
Predecessor

 
 
  Alderwoods Group
 
 
  Year Ended December 31,
 
 
   
   
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
 
 
  Unaudited
12 Weeks Ended March 26, 2005

  Unaudited
12 Weeks Ended March 27, 2004

 
 
  2001(11)
  2000(12)
 
 
  (in thousands, except per share amounts)

  (in thousands, except per share amounts)

 
Consolidated Statements of Operations Information:                                            
Revenue   $ 183,796   $ 176,834   $ 716,790   $ 720,281   $ 691,997   $ 836,401   $ 927,684  
Gross margin(1)     36,301     34,808     124,810     143,944     126,347     181,239     262,023  
Provision for goodwill impairment(2)                     228,281          
Provision for asset impairment(3)     (755 )   1,988     1,922     4,395     563     180,658     116,937  
Income (loss) from operations     26,413     21,122     71,670     83,268     (145,685 )   (132,173 )   17,469  
Net income (loss) from continuing operations(4)     13,505     11,368     (3,793 )   9,244     (223,496 )   (87,160 )   (57,345 )
Basic net income (loss) per common share from continuing operations(5)     0.34     0.28     (0.09 )   0.23     (5.60 )   (1.29 )   (0.89 )
Diluted net income (loss) per common share from continuing operations     0.33     0.28     (0.09 )   0.23     (5.60 )   (1.29 )   (0.89 )
Aggregate dividends declared per share                              
Selected Ratios:                                            
Ratios of earnings to fixed charges(6)     3.83     3.57     0.94     1.03              

 


 

Alderwoods Group


 

Predecessor


 
 
  Unaudited
As of
March 26,
2005

  Unaudited
As of
March 27,
2004

  As of
January 1,
2005

  As of
January 3,
2004

  As of
December 28,
2002

  As of
December 31,
2001

  As of
December 31,
2000(12)

 
Balance Sheet Information:                                            
Total assets(7)(8)   $ 2,312,980   $ 2,731,233   $ 2,372,428   $ 2,453,003   $ 2,553,650   $ 2,874,116   $ 3,878,044  
Liabilities subject to compromise(9)                             2,289,497  
Total long-term debt including current maturities(9)(10)     431,981     614,338     463,640     630,852     756,141     831,227     73,542  
Stockholders' equity (deficit)     563,586     553,456     555,912     544,893     523,402     739,352     (662,768 )

(1)
For the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002, gross margin includes depreciation expense not included in the prior years.

(2)
See Note 16 to our audited annual consolidated financial statements.

(3)
Our predecessor's provision for asset impairment includes goodwill impairment as determined under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

(4)
For our predecessor, represents loss before extraordinary gain, fresh start valuation adjustments and cumulative effect of accounting change.

28


(5)
For our predecessor, represents basic loss per share before extraordinary gain, fresh start valuation adjustments and cumulative effect of accounting change. Predecessor loss per share amounts are included herein, as required by GAAP. However, the common stockholders of our predecessor received no equity in Alderwoods Group upon reorganization.

(6)
The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of income from continuing operations before income taxes, extraordinary gain, fresh start valuation adjustments and cumulative effect of accounting change; plus fixed charges (excluding capitalized interest); less dividends on preferred securities of subsidiary. Fixed charges consist of interest expense, whether expensed or capitalized, amortization of debt issue costs, dividends on preferred securities of subsidiary and one-quarter of rental expense, which we consider representative of the interest factor in rental expense. The 2000, 2001 and 2002 losses are not sufficient to cover fixed charges by a total of approximately $34.9 million, $59.2 million and $244.0 million, respectively, and therefore the ratio of earnings to fixed charges has not been computed.

(7)
We elected to adopt FIN No. 46R at the beginning of our 2004 fiscal year on January 4, 2004. The adoption of FIN No. 46R resulted in the consolidation in our balance sheet of the funeral, cemetery merchandise and service, and perpetual care trusts, and several pooled investment funds created for such trusts, but did not change the legal relationships among these trusts, pooled investment funds, us and our holders of pre-need contracts. We do not consolidate certain funeral trusts for which we do not absorb a majority of our expected losses and, therefore, are not considered a primary beneficiary of these funeral trusts under FIN No. 46R. The adoption of FIN No. 46R has not materially impacted our stockholders' equity, net income or our consolidated statement of cash flows. Amounts and balances prior to January 4, 2004 have not been restated to reflect the adoption of FIN No. 46R. See Notes 3, 4, 5 and 6 to our audited annual consolidated financial statements.

(8)
We changed our accounting policy on accounting for insurance funded pre-need funeral contracts as of January 4, 2004, as we concluded that our insurance funded pre-need funeral contracts are not assets and liabilities as defined by Statement of Financial Accounting Concepts No. 6, "Elements in Financial Statements." Accordingly, we retroactively removed from our consolidated balance sheet amounts relating to insurance funded pre-need funeral contracts previously included in pre-need funeral contracts with an equal and offsetting amount in deferred pre-need funeral contract revenue. The removal of insurance funded pre-need funeral contracts did not have any impact on our results of operations, consolidated stockholders' equity or consolidated statement of cash flows. See Note 3 to our audited annual consolidated financial statements.

(9)
For our predecessor, under-secured and unsecured debt obligations (including the 9.45% cumulative monthly income preferred securities, Series A issued by Loewen Group Capital, L.P.) were reclassified to liabilities subject to compromise for 2000, as a result of filings under Chapter 11 of the United States Bankruptcy Code, referred to in this prospectus as "Chapter 11," and the Companies' Creditors Arrangement Act, referred to in this prospectus as the "CCAA."

(10)
For our predecessor, total long-term debt comprises long-term debt which is not subject to compromise, including the current maturities of long-term debt.

(11)
The financial results of our predecessor for the year ended December 31, 2001 include $87 million of pre-tax charges representing reorganization costs. The 2001 results exclude $133 million of contractual interest expense applicable to certain pre-petition date debt obligations, which were subject to compromise as a result of the Chapter 11 and CCAA filings.

(12)
The financial results of our predecessor for the year ended December 31, 2000 include $46 million of pre-tax charges representing reorganization costs. The 2000 results exclude $154 million of contractual interest expense applicable to certain pre-petition date debt obligations, which were subject to compromise as a result of the Chapter 11 and CCAA filings.

29



MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

        We are the second largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. As of March 26, 2005, we operated 645 funeral homes, 76 cemeteries and 63 combination funeral homes and cemeteries throughout North America. As of January 1, 2005, we operated 648 funeral homes, 79 cemeteries and 63 combination funeral homes and cemeteries throughout North America.

        We are a holding company owning, directly or indirectly, the capital stock of approximately 212 subsidiaries through which the funeral, cemetery and insurance businesses are operated.

        We provide services and products through three business segments:

    Funeral Operations.  Our funeral operations encompass making funeral and cremation arrangements on an at-need or pre-need basis, including the collection of remains, registration of death, professional embalming, use of funeral home facilities, sale of caskets and other merchandise and transportation to a place of worship, funeral chapel, cemetery or crematorium. Our funeral operations generally experience higher volumes in the winter months, primarily due to higher incidents of deaths, as a result of illnesses brought on by cold weather.

    Cemetery Operations.  Our cemetery operations assist families in making burial arrangements and offer a complete line of cemetery products (including a selection of burial spaces, burial vaults, lawn crypts, caskets, memorials, niches and mausoleum crypts), the opening and closing of graves and cremation services.

    Insurance Operations.  We operate several insurance subsidiaries licensed in a total of 35 states. These insurance subsidiaries sell a variety of insurance products, primarily for the funding of pre-need funerals.

Recent Accounting Standards

        We elected to adopt FIN No. 46R at the beginning of our 2004 fiscal year on January 4, 2004. The adoption of FIN No. 46R resulted in the prospective consolidation in our balance sheet of approximately 600 funeral, cemetery merchandise and service, and perpetual care trusts, and several pooled investment funds created for such trusts, but did not change the legal relationships among these trusts, pooled investments funds, us and our holders of pre-need contracts. We do not consolidate certain funeral trusts for which we do not absorb a majority of their expected losses and, therefore, are not considered a primary beneficiary of these funeral trusts under FIN No. 46R. The adoption of FIN No. 46R has not materially impacted our stockholders' equity, net income or our consolidated statement of cash flows. For the impact of FIN No. 46R on our consolidated balance sheet, see Notes 3, 4, 5 and 6 to our audited annual consolidated financial statements.

        For other recent accounting standards, see Note 2 to our unaudited interim consolidated financial statements and Note 3 to our audited annual consolidated financial statements.

Overview of Critical Accounting Policies

        Our unaudited interim consolidated financial statements and audited annual consolidated financial statements are prepared in accordance with GAAP, which require management to make estimates and assumptions (see Note 2 to our unaudited interim consolidated financial statements and Note 3 to our audited annual consolidated financial statements) that impact all of our business segments. Management believes that, of the significant accounting policies described in Note 2 to our unaudited interim consolidated financial statements and Note 3 to our audited annual consolidated financial

30



statements, the following are the most important to the representation of our financial position, results of operations and cash flows. These require management's most difficult, subjective and complex judgment efforts. All of these critical accounting policies have been discussed and reviewed with our audit committee. While we believe that our assumptions and estimates have been reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results. There have been no changes to our critical accounting policies in the 12 weeks ended March 26, 2005.

Collectibility of Customer Receivables

        Management must make estimates of the allowance for uncollectible amounts of customer receivables arising from at-need funeral services. We estimate this allowance based primarily on historical experience of collections and write-offs, as well as other analytical procedures, such as assessment of the change in the aging of receivables. We have historically estimated the allowance for uncollectible amounts at 1.2% to 1.4% of funeral revenue, and actual experience in 2004 and 2003 indicated uncollected receivables written off to be within this range. To the extent that future collection experience differs from historical rates, we may adjust our allowance for uncollectible amounts and record equivalent reduced or additional funeral expense.

        Management must make estimates of the allowance for contract cancellations and refunds of customer receivables arising from pre-need funeral contracts. However, any change to the estimated rate or balance would be offset by a corresponding adjustment in the allowance for contract cancellations and refunds against deferred pre-need funeral revenue. There would be no impact on net income or cash flows. Accordingly, such allowance for contract cancellations and refunds is not considered a critical accounting policy.

        Management must make estimates of the allowance for contract cancellations and refunds arising from pre-need cemetery contracts. Pre-need cemetery contracts may contain both pre-need cemetery interment rights and pre-need cemetery merchandise and services. As pre-need cemetery interment rights are recognized in income when sold, an estimate of the related uncollectible amounts is charged to income. The estimate of the allowance for contract cancellations and refunds related to the pre-need cemetery merchandise and service portion of the contracts is offset with a corresponding adjustment in the allowance for contract cancellations and refunds against deferred pre-need cemetery revenue.

        Estimates of the allowance for contract cancellations and refunds arising from pre-need cemetery contracts are based primarily on historical experience of collections and write-offs, as well as other analytical procedures, such as assessment of the change in the aging of receivables. We have estimated the allowance for contract cancellations and refunds of current sales of pre-need cemetery contracts at 5% to 10% of pre-need cemetery sales. Our experience has not indicated any change to this rate is necessary. To the extent that future collection experience differs from this estimate, a 1% change in the rate of the estimated allowance for contract cancellations and refunds of pre-need cemetery interment rights would affect income by approximately $0.9 million.

        Our customer receivables arising from pre-need cemetery contracts includes receivables with balances outstanding entered into by our predecessor. During our predecessor's reorganization proceedings, it began to change the pre-need cemetery contract terms to include larger mandatory down payments and shorter contract maturities. We estimated the allowance for contract cancellations and refunds using the best information available at December 31, 2001.

        During 2002 and 2003, our focused collection efforts resulted in higher collections than anticipated on the pre-emergence receivables. As a result of the improvement in actual collections, we reversed $3.9 million of the allowance for contract cancellations and refunds on receivables arising from pre-need cemetery interment rights during the 53 weeks ended January 3, 2004. As of January 1, 2005, we had approximately $11.8 million (2003—$20.8 million) of pre-emergence customer receivables remaining, of which an allowance for contract cancellations and refunds of $7.5 million (2003—

31



$11.2 million) had been established. Due to the significant number of estimates and projections utilized in determining an expected rate of uncollectible receivables, actual results of collections could be materially different from these estimates.

        Changes in customer circumstances outside of our control may also impact the collectibility of customer receivables.

Valuation of Long-Lived Assets

        During 2002, 2003 and 2004, we engaged in a strategic market rationalization assessment to dispose of funeral and cemetery operating locations that did not fit into our market or business strategies, as well as under-performing locations and excess cemetery land. Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," referred to in this prospectus as "FAS No. 144" requires that long-lived assets to be disposed of are to be recorded at the lower of carrying amount or fair market value, less estimated costs to sell. We determine the fair market value of our discontinued operations by specific offer or bid, or an estimate based on comparable sales transactions. Such offers or bids are outside of our control.

        The estimated fair market values may change due to offers or bids changing as a result of continued negotiations with buyers or bids or offers being different than management estimates based on previous comparable sales transactions. Such changes in fair market values will be reflected by recording corresponding impairment charges or reversals of previous impairment charges.

        In many cases, we receive offers or bids for groups of operating locations. The evaluation for possible impairment aggregates the carrying amounts of the relevant operating locations and compares this against the corresponding offer or bid. It is possible that although the aggregate expected proceeds may not change, the group of locations comprising the various bids or offers may change such that a subsequent impairment evaluation may consider the operating locations grouped differently. As a result, we may record additional impairment on some of the changed groups while other changed groups may result in deferred gains (estimated proceeds are greater than the carrying amount).

        We may also decide to remove an operating location from those held for sale or add another location to those held for sale based on further analysis of the potential sale proceeds to be realized or the location's impact on our business strategy. Such additions or removals may result in an impairment charge, or reversal of previous impairment charges.

        As of March 26, 2005, we had 17 funeral, three cemetery and four combination locations for disposal. Changes to the carrying amounts or estimated net proceeds may result in impairment charges or reversals or gains or losses upon final sale. Subsequent to March 26, 2005, we completed the sale of all the above locations aside from one cemetery location.

        The identification of cemetery and funeral operating locations that do not fit into our market or business strategies, as well as under-performing locations and excess cemetery land, is complete. We will, on a smaller scale and over time, continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit in our strategy.

Valuation of Goodwill

        Goodwill of the funeral reporting unit is not amortized. It is tested annually, as well as on the occurrence of certain significant events, as prescribed by relevant accounting requirements, to determine whether or not the carrying value has been impaired. Such testing entails determining an estimated fair value of goodwill, referred to in this prospectus as "implied goodwill," for comparison to the carrying amount of goodwill, to assess whether or not impairment has occurred. Impairment occurs when the estimated fair value of goodwill associated with the funeral reporting unit is less than the respective carrying amount of such goodwill, resulting in a write down to the estimated fair value of

32



goodwill. Determination of the estimated fair value of goodwill entails determining the estimated fair value of the funeral reporting unit in total, and allocating such value to the estimated fair value of the assets and liabilities of the funeral reporting unit, in a method similar to purchase accounting. The determination of the estimated fair value of the funeral reporting unit involves many complex assumptions, including underlying cash flow projections, estimated discount rates and residual values.

        While we believe that our assumptions and estimates have been reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results. Our assessment as of October 4, 2003, determined that the estimated fair value of the funeral reporting unit exceeded its carrying value. We carried forward the 2003 goodwill valuation to 2004, as there were no significant changes in the key parameters used in the valuation exercise and no significant change in our overall operations from 2003 to 2004.

        The discount rate used for the analysis as of October 4, 2003, was determined based on assumptions regarding the current interest rate environment and desired capital structure. If the discount rate had been estimated at 0.5% higher, the estimated fair value of the funeral reporting business unit would have been approximately $50 million lower, and the fair value of the funeral reporting unit would have been equal to its carrying value. The estimated cash flows used for the analysis as of October 4, 2003, were determined based on our projections. If the annual cash flows were reduced by 3% and the discount rate left unchanged, the estimated fair value of the funeral reporting unit would have been approximately $50 million lower and the fair value of the funeral reporting unit would have been equal to its carrying value. Our valuation of the funeral reporting unit was prepared with the assistance of independent advisors.

        We recorded a $228.1 million provision for goodwill impairment for the 52 weeks ended December 28, 2002, as we experienced a reduction in the projected financial results used in the valuation of the funeral reporting unit compared to those used during the reorganization process and the determination of reorganization value as at December 31, 2001.

Accounting for Income Taxes

        We must estimate income taxes for our business segments in each of the jurisdictions in which such business segments operate. This involves estimating actual current tax expense, assessing temporary differences resulting from different treatment of various assets and liabilities for book and tax purposes, such as depreciation, and evaluating potential tax exposures based on current relevant facts and circumstances.

        The determination of temporary differences associated with assets and liabilities results in deferred tax assets or liabilities, which are recorded in our consolidated financial statements. We then assess the likelihood that we will recover or realize our deferred tax assets from expected future taxable income and, to the extent that recovery is not considered to be "more likely than not," establish a corresponding valuation allowance. In general, to the extent that a valuation allowance increases or decreases in a period, it will be included as an expense or recovery within the tax provision for such period. If the relevant valuation allowance was established upon emergence from bankruptcy, any decrease as a result of the utilization of benefits must reduce goodwill and, if insufficient goodwill exists, be credited to additional paid-in capital. The majority of our valuation allowances were established upon emergence from bankruptcy.

        Significant management judgment is required in determining the valuation allowance or change therein. We established a valuation allowance against substantially all of our net federal deferred tax assets, excluding those of our insurance operations, upon emergence from bankruptcy as we did not have sufficient history of income to support realization of the net deferred tax assets. The valuation allowance is subject to change due to matters such as timing and manner of reversals of deferred tax

33



liabilities, sales of operations and future actual income or losses. We have not assumed future accounting income for purposes of assessing our valuation allowance.

        To the extent that the provision for income taxes increases or decreases by 1% of income from continuing operations before income taxes, consolidated income from continuing operations would have declined or improved by less than $0.1 million in the 52 weeks ended January 1, 2005.

Liabilities for Future Policy Benefits

        We calculate and maintain liabilities for insurance future policy benefits for the estimated future payment of claims to policyholders based on actuarial assumptions, such as mortality (life expectancy), persistency and interest rates. The assumptions used are based on best estimates of future experience at the time the policies are issued (or, if applicable, on the date fresh start accounting was implemented) with an adjustment for the risk of adverse deviation. Once established, assumptions are generally not changed.

        Our estimates of mortality and persistency are based on both our and industry historical experience. We have estimated an assumed weighted average investment yield of 4.1%. For the 52 weeks ended January 1, 2005, we achieved an investment yield of 5.0%. Because the liabilities are based on extensive estimates, assumptions and historical experience, it is possible that actual experience may differ materially from that resulting from actuarial assumptions. However, the risk of a material change in assumptions causing a material impact to our financial position and results of operations is mitigated by the type and small dollar nature of the policies. The pre-need insurance products have discretionary growth that accrues to the policy holder, and to the extent investment returns are significantly below those assumed, we have the ability to reduce the future policy growth.

        Annually, we evaluate the collective adequacy of our insurance policy liabilities by determining whether the insurance premiums expected to be collected over the life of the insurance contracts are sufficient to recover the current unamortized balance in deferred acquisition costs, as well as to provide for expected future benefits and expense, based on current assumptions. If the recoverability tests indicate a deficiency in the ability to pay all future benefits and expenses, including the deferred acquisition costs, the loss is recognized and charged to expense as an adjustment to the current year's deferred acquisition costs balance, or if the loss is greater than the deferred acquisition costs balance, by an increase in its liabilities for future policy benefits. Our recoverability tests have indicated no deficiency in our reserves during the past three years.

Basis of Presentation

        Our fiscal year ends the Saturday nearest to December 31 in each year (whether before or after such date).

        Our first and second fiscal quarters each consist of 12 weeks and our third fiscal quarter consists of 16 weeks. Our fourth fiscal quarter will typically consist of 12 weeks, but this period may be altered, if necessary, in order to cause the fourth fiscal quarter to end on the same day as the fiscal year. As a result of this, our fourth fiscal quarter will consist of 13 weeks in certain years. In fiscal 2004, 2003 and 2002, the fourth quarter consisted of 12, 13 and 12 weeks, respectively.

        The following discussion should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited interim consolidated financial statements and audited annual consolidated financial statements and the notes to those statements that appear elsewhere in or are incorporated by reference into this prospectus.

34



Results of Operations

        Detailed below are our operating results for the 12 weeks ended March 26, 2005, the 12 weeks ended March 27, 2004, the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002. The operating results are expressed in dollar amounts as well as relevant percentages, presented as a percentage of revenue.

        The following provides a detailed discussion of continuing operations, which consist of those businesses we owned and operated both for the entire current and prior fiscal quarters or years, as applicable, and that we plan to retain, and those businesses that have been opened during either the current or prior fiscal years and that we plan to retain.

        Our operations comprise three businesses: funeral homes, cemeteries and insurance. Additional segment information is provided in Note 7 of our unaudited interim consolidated financial statements and Note 17 of our audited annual consolidated financial statements.

12 Weeks Ended March 26, 2005 Compared to the 12 Weeks Ended March 27, 2004

 
  12 Weeks Ended
 
 
  March 26, 2005
  March 27, 2004
  March 26, 2005
  March 27, 2004
 
 
  (dollars in millions)

  (percentages)

 
Revenue                      
  Funeral   $ 124.0   $ 121.9   67.5 % 68.9 %
  Cemetery     38.2     36.5   20.8   20.7  
  Insurance     21.6     18.4   11.7   10.4  
   
 
 
 
 
    Total   $ 183.8   $ 176.8   100.0   100.0  
   
 
 
 
 

Gross margin

 

 

 

 

 

 

 

 

 

 

 
  Funeral   $ 29.9   $ 28.9   24.1   23.7  
  Cemetery     5.1     5.0   13.4   13.8  
  Insurance     1.3     0.9   5.9   4.9  
   
 
 
 
 
    Total     36.3     34.8   19.8   19.7  
   
 
 
 
 

Expenses

 

 

 

 

 

 

 

 

 

 

 
  General and administrative     10.6     11.7   5.8   6.6  
  Provision for asset impairment     (0.7 )   2.0   (0.4 ) 1.1  
   
 
 
 
 

Income from operations

 

 

26.4

 

 

21.1

 

14.4

 

11.9

 
Interest on long-term debt and refinancing costs     7.5     5.3   4.1   3.0  
Other expense (income), net     (5.8 )   (1.1 ) (3.1 ) (0.6 )
   
 
 
 
 

Income before income taxes

 

 

24.7

 

 

16.9

 

13.4

 

9.6

 
Income taxes     11.2     5.6   6.1   3.2  
   
 
 
 
 

Net income from continuing operations

 

 

13.5

 

 

11.3

 

7.3

 

6.4

 
Loss from discontinued operations, net of tax     (0.4 )   (6.5 ) (0.2 ) (3.7 )
   
 
 
 
 
Net income   $ 13.1   $ 4.8   7.1   2.7  
   
 
 
 
 

35


        Other information for the 12 weeks ended March 26, 2005, and the 12 weeks ended March 27, 2004, is summarized in the following table:

Continuing Operations:

  March 26, 2005
  March 27, 2004
  Increase (decrease)
 
 
   
   
  (amount)

  (percentages)

 
Funeral—Other Information                        
Number of funeral services performed     30,042     30,437     (395 ) (1.3 )
  Number of same site funeral services performed     29,917     30,386     (469 ) (1.5 )

Average revenue per funeral service

 

$

4,128

 

$

4,006

 

$

122

 

3.0

 
  Same site average revenue per funeral service   $ 4,129   $ 4,002   $ 127   3.2  

Pre-need funeral contracts written (in millions)

 

$

43.2

 

$

40.3

 

$

2.9

 

7.2

 
Pre-need funeral conversion (percentages)     27 %   27 %      

Cemetery—Other Information

 

 

 

 

 

 

 

 

 

 

 

 
Number of cemetery interments     11,470     12,150     (680 ) (5.6 )
Pre-need cemetery contracts written (in millions)   $ 20.9   $ 18.2   $ 2.7   15.3  

        Continuing Operations.    Consolidated revenue of $183.8 million for the 12 weeks ended March 26, 2005, increased by $7.0 million, or 3.9%, compared to the corresponding period in 2004, reflecting increases in all business segment revenues. Consolidated gross margin as a percentage of revenue increased to 19.8% for the 12 weeks ended March 26, 2005, from 19.7% for the corresponding period in 2004.

        Funeral revenue of $124.0 million for the 12 weeks ended March 26, 2005, increased by $2.1 million, compared to $121.9 million for the corresponding period in 2004, primarily as a result of an increase of $122, or 3.0%, in average revenue per funeral service performed, partially offset by a decrease in the number of funeral services performed. The number of funeral services performed during the 12 weeks ended March 26, 2005 decreased by 1.3% from the corresponding period in 2004. The increase in average revenue per funeral service performed was achieved through adjusting the pricing and mix of merchandise and services offered to customer families that were designed both to meet customer family needs and to increase average revenues.

        On a same site basis funeral revenue was $123.5 million for the 12 weeks ended March 26, 2005, an increase of $1.9 million compared to $121.6 million for the corresponding period in 2004, primarily as a result of an increase of $127, or 3.2%, in average revenue per funeral service performed partially offset by a decrease of 1.5% in the number of funeral services performed from the corresponding period in 2004.

        The number of cremation services performed as a percentage of total services performed increased to 36% for the 12 weeks ended March 26, 2005, compared to 35% for the corresponding period in 2004, consistent with national trends. The number of cremation services performed may impact funeral revenue, as the average revenue per cremation service is typically lower than the average revenue for a traditional funeral service.

        Funeral gross margin as a percentage of revenue increased to 24.1% for the 12 weeks ended March 26, 2005, compared to 23.7% for the corresponding period in 2004. The increase in gross margin was primarily due to the increase in funeral revenue. Due to the fixed nature of funeral costs over the short term, we believe that the amount of funeral revenue can be increased without incurring significantly higher funeral costs, which could favorably impact funeral gross margins.

        Pre-need funeral contracts written for the 12 weeks ended March 26, 2005, were $43.2 million, compared to $40.2 million for the corresponding period in 2004. We are continuing our program to increase pre-need sales. For the 12 weeks ended March 26, 2005, and for the corresponding period in

36



2004, 27% of the funeral services performed were derived from backlog. We manage the cash impact of our pre-need funeral sales program primarily by offsetting direct costs, including commissions paid to counselors, with either general agency commissions received from third party and related insurance companies or amounts not required to be trusted. Pre-need funeral sales are important, because over time, they build the foundation for future funeral revenue and generate positive cash flow when the funeral service is performed.

        Cemetery revenue of $38.2 million for the 12 weeks ended March 26, 2005, was $1.7 million, or 4.7%, higher than cemetery revenue for the corresponding period in 2004, primarily due to higher pre-need space sales and a reduction of $0.7 million in the allowance for cancellation of related customer receivables as a result of analysis of improving collection trends. This reduction in allowance was recorded in cemetery revenue.

        Cemetery gross margin as a percentage of revenue decreased slightly to 13.4% for the 12 weeks ended March 26, 2005, compared to 13.8% for the corresponding period in 2004, primarily due to a $0.3 million decline in the income on its perpetual care trusts.

        Pre-need cemetery contracts written for the 12 weeks ended March 26, 2005, were $20.9 million, compared to $18.2 million for the corresponding period in 2004. The increase in pre-need cemetery contracts written was primarily due to higher sales of cemetery spaces as our sales force initiatives take effect. Pre-need cemetery sales may initially decrease cash flows if the amount of cash initially collected is insufficient to cover the amount required to be trusted, sales commissions and other direct costs paid out. However, this cash flow impact is not significant, as we set minimum down payments, maximum terms and sales commission rates to maximize cash flow. We believe that pre-need cemetery sales are important, because over time, they generate positive cash flow and build the foundation for future cemetery revenue.

        Insurance revenue for the 12 weeks ended March 26, 2005, increased $3.2 million, or 17.4%, compared to the corresponding period in 2004, primarily due to increases in premiums of $3.0 million. Insurance premium revenue is dependent on the level of pre-need funeral contracts written over time that are funded by our insurance subsidiary. Insurance production represents the insurance segment's participation in our pre-need funeral contracts and for the 12 weeks ended March 26, 2005 was $30.4 million compared to $25.3 million for corresponding period in 2004. Insurance gross margin as a percentage of revenue increased to 5.9% for the 12 weeks ended March 26, 2005, compared to 4.9% for the corresponding period in 2004, primarily due to the revenue increase being at a rate higher than that of the cost increase. We expect the insurance gross margin percentage to grow modestly over the near term.

37



        Interest expense on long-term debt for the 12 weeks ended March 26, 2005, was $7.5 million, reflecting the effect of principal repayments and lower interest rates compared to the corresponding period in 2004. Interest expense on long-term debt for the 12 weeks ended March 27, 2004 included a credit of $7.2 million from the unamortized premium upon the early retirement of our 121/4% convertible subordinated notes due in 2012, as detailed in the following table:

 
  12 weeks ended
 
 
  March 26, 2005
  March 27, 2004
 
 
  (in millions)

 
Tender premium on the repurchase of the 121/4% senior unsecured notes due in 2009   $ 0.3   $  
Amortization of debt issue costs     0.6     0.6  
Unamortized premium credited to interest expense on 121/4% convertible subordinated notes due in 2012 that were fully retired         (7.2 )
Interest on long-term debt     6.6     12.9  
Allocation of interest to discontinued operations         (1.0 )
   
 
 
Interest on long-term debt   $ 7.5   $ 5.3  
   
 
 

        Our general and administrative expenses for the 12 weeks ended March 26, 2005, were $10.6 million, or 5.8% of consolidated revenue, compared to $11.7 million, or 6.6% of consolidated revenue for the corresponding period in 2004, primarily from a $0.9 million reduction of an accrual on the settlement of a legal matter relating to a trustee fee dispute.

        Income tax expense for the 12 weeks ended March 26, 2005, was $11.2 million compared to $5.6 million for the corresponding period in 2004. The effective rate of tax was 45.3% for the 12 weeks ended March 26, 2005, compared to 33.0% for the 12 weeks ended March 27, 2004. The effective tax rate varied from the statutory tax rate for the 12 weeks ended March 26, 2005, because in certain jurisdictions there was an increase in the valuation allowance for which realization of the associated deferred tax benefit was not considered more likely than not and losses incurred in certain jurisdictions may not offset the income in profitable jurisdictions. Our effective tax rate for the 12 weeks ended March 27, 2004, varied from the statutory tax rate as a result of the favorable settlement of an income tax audit of $0.5 million and the impact of state and foreign income taxes. Future income and losses may require us to record a change in the valuation allowance of tax assets that were taken into account in determining the net amount of liability for deferred income taxes recorded on our balance sheet at March 26, 2005. If this occurs, any resulting increase in the valuation allowance would generally be treated as an additional income tax expense in the period in which it arises, while any resulting decrease reflecting realization of the benefits of tax assets that had a corresponding valuation allowance established on January 2, 2002, would be treated as a reduction of goodwill established on January 2, 2002, with any excess over the value assigned to such goodwill recognized as a capital transaction.

        At December 31, 2001, we had accrued $57.1 million of reorganization costs related to costs incurred during our predecessor's reorganization, as well as costs incurred in connection with the actual emergence and various related activities. As of March 26, 2005, the balance of $11.0 million of reorganization costs, primarily consisting of accruals for a trustee fee dispute and legal fee reimbursements, has been included in accounts payable and accrued liabilities. Subsequent to March 26, 2005, we resolved the outstanding trustee fee dispute and reduced its accrual for reorganizational cost by $0.9 million.

        Discontinued Operations.    Over the previous three fiscal years, we engaged in a strategic market rationalization assessment to dispose of cemetery and funeral operating locations that did not fit our market or business strategies, as well as under-performing locations and excess cemetery land. The identification of business operations for disposal is complete. We will, on a smaller scale and over time,

38



continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit in our strategy. Once a property is added to the disposal list, we expect to receive a firm purchase commitment within one year. As of March 26, 2005, we had 17 funeral, three cemetery and four combination locations, which had not been sold within one year of being added to the disposal list. Subsequent to March 26, 2005, we completed the sale of all the above locations aside from one cemetery.

        We have classified all the locations identified for disposal as assets held for sale in the consolidated balance sheets and recorded any related operating results, long-lived asset impairment provisions, and gains or losses recorded on disposition as income from discontinued operations. Depreciation and amortization is not recorded once an asset has been identified as held for sale. We have also reclassified the prior fiscal periods to reflect any comparative amounts on a similar basis. All discontinued operations financial information presented under the insurance segment relate to Security Plan Life Insurance Company.

        During the 12 weeks ended March 26, 2005, we closed four funeral locations and sold one funeral and three cemetery locations for gross proceeds of $1.2 million.

52 Weeks Ended January 1, 2005 Compared to 53 Weeks Ended January 3, 2004

 
  52 Weeks Ended
January 1, 2005

  53 Weeks Ended
January 3, 2004

  52 Weeks Ended
January 1, 2005

  53 Weeks Ended
January 3, 2004

 
 
  (in millions)

  (percentages)

 
Revenue                      
  Funeral   $ 473.0   $ 491.6   66.0 % 68.2 %
  Cemetery     163.7     167.6   22.8   23.3  
  Insurance     80.1     61.1   11.2   8.5  
   
 
 
 
 
    Total   $ 716.8   $ 720.3   100.0   100.0  
   
 
 
 
 
Gross margin                      
  Funeral   $ 96.3   $ 113.4   20.4   23.1  
  Cemetery     23.8     28.8   14.5   17.2  
  Insurance     4.7     1.7   5.9   2.9  
   
 
 
 
 
    Total     124.8     143.9   17.4   20.0  
   
 
 
 
 
Expenses                      
  General and administrative     51.2     56.3   7.1   7.8  
  Provision for asset impairment     1.9     4.4   0.3   0.6  
   
 
 
 
 
Income from operations     71.7     83.2   10.0   11.6  
Interest on long-term debt and refinancing costs     78.1     76.5   10.9   10.6  
Other expense (income), net     (1.2 )   4.0   (0.2 ) 0.6  
   
 
 
 
 
Income (loss) before income taxes     (5.2 )   2.7   (0.7 ) 0.4  
Income taxes     (1.4 )   (6.5 ) (0.2 ) (0.9 )
   
 
 
 
 
Net income (loss) from continuing operations     (3.8 )   9.2   (0.5 ) 1.3  
Income from discontinued operations, net of tax     13.1     1.6   1.8   0.2  
   
 
 
 
 
Net income   $ 9.3   $ 10.8   1.3 % 1.5 %
   
 
 
 
 

39


        Other information for the 52 weeks ended January 1, 2005, and 53 weeks ended January 3, 2004, is summarized in the following table. The impact of the 53rd week for the 53 weeks ended January 3, 2004, was estimated by calculating the weekly average of the 13 weeks ended January 3, 2004. We believe the discussion below regarding the impact of the 53rd week facilitates direct comparability of fiscal year results.

Continuing Operations:

  January 1,
2005

  January 3,
2004

  Increase (decrease)
 
 
   
   
  (amount)
  (percentages)
 
Funeral—Other Information                        
Number of funeral services performed     117,525     124,798        
Estimated impact of the 53rd week on the number of funeral services performed         (2,421 )      
Number of funeral services performed adjusted for the impact of the 53rd week     117,525     122,377     (4,852 ) (4.0 )%

Average revenue per funeral service

 

$

4,024

 

$

3,939

 

$

85

 

2.2

%

Pre-need funeral contracts written (in millions)

 

$

179.5

 

$

164.8

 

 


 


 
Estimated impact of the 53rd week on pre-need funeral contracts written (in millions)       $ (3.0 )      
Pre-need funeral contracts written adjusted for the impact of the 53rd week (in millions)   $ 179.5   $ 161.8   $ 17.7   11.0 %

Pre-need funeral conversion (percentages)

 

 

26

%

 

26

%

 


 


 

Cemetery—Other Information

 

 

 

 

 

 

 

 

 

 

 

 
Pre-need cemetery contracts written (in millions)   $ 86.8   $ 82.9        
Estimated impact of the 53rd week on pre-need cemetery contracts written (in millions)       $ (1.7 )      
Pre-need cemetery contracts written adjusted for the impact of the 53rd week (in millions)   $ 86.8   $ 81.2   $ 5.6   6.9 %

Number of cemetery interments

 

 

46,272

 

 

47,693

 

 


 


 
Estimated impact of the 53rd week on the number of cemetery interments         (909 )      
Number of cemetery interments adjusted for the impact of the 53rd week     46,272     46,784     (512 ) (1.1 )%

        Continuing Operations.    As there were no material acquisitions or construction of new locations in 2004 and 2003, results from continuing operations reflect those of "same site" locations.

        Consolidated revenue of $716.8 million for the 52 weeks ended January 1, 2005, decreased by $3.5 million, or 0.5%, compared to $720.3 million for the 53 weeks ended January 3, 2004. After adjusting for an estimated impact of $14.4 million due to the additional fifty-third week in fiscal 2003 over fiscal 2004, consolidated revenue increased by $10.9 million. This increase is primarily due to a $20.1 million increase in insurance revenue, partially offset by an $8.9 million and $0.3 million decrease in funeral and cemetery revenue, respectively. Consolidated gross margin as a percentage of revenue decreased to 17.4% for the 52 weeks ended January 1, 2005, from 20.0% in 2003.

        Funeral revenue of $473.0 million for the 52 weeks ended January 1, 2005, decreased by $18.6 million, compared to $491.6 million in 2003, partially as a result of an estimated decrease of $9.7 million due to the additional fifty-third week in 2003 over 2004. After adjusting for the estimated effect of the fifty-third week, funeral revenue decreased by $8.9 million, primarily as a result of a decrease of 4,852, or 4.0%, in the number of funeral services performed, partially offset by an increase of $85, or 2.2%, in average revenue per funeral service performed. The increase in average revenue per

40



funeral service performed was the result of our continuing efforts to adjust our mix of merchandise and services.

        The number of cremation services performed as a percentage of total services performed increased to 35% for the 52 weeks ended January 1, 2005, compared to 34% for 2003, consistent with national trends. The number of cremation services performed may impact funeral revenue, as the average revenue per cremation service is typically lower than the average revenue for traditional funeral services.

        Funeral gross margin as a percentage of revenue decreased to 20.4% for the 52 weeks ended January 1, 2005, compared to 23.1% in 2003. The decrease in gross margin was primarily due to the decrease in funeral revenue and increases in cost of goods sold, wages and facilities costs, partially offset by decreases in operating costs and selling expenses. Due to the fixed nature of funeral costs over the short term, we believe that decreases in funeral revenue will not result in a corresponding decrease in funeral costs and will negatively impact funeral gross margins.

        Pre-need funeral contracts written for the 52 weeks ended January 1, 2005, were $179.5 million. After adjusting for the estimated effect of the fifty-third week, pre-need funeral contracts written for the 53 weeks ended January 3, 2004, were $161.8 million. We are continuing our program to increase pre-need sales. For both the 52 weeks ended January 1, 2005, and 53 weeks ended January 3, 2004, 26% of funeral volume was derived from backlog. We manage the cash impact of our pre-need funeral sales program primarily by offsetting direct costs, including commissions paid to counselors, with either general agency commissions received from third party and related insurance companies or amounts not required to be trusted. Pre-need funeral sales are important, because over time, they build the foundation for future funeral revenue and generate positive cash flow when the funeral service is performed.

        Cemetery revenue of $163.7 million for the 52 weeks ended January 1, 2005, was $3.8 million, or 2.3%, lower than cemetery revenue in 2003, primarily due to the following:

    (a)
    An estimated increase of $3.5 million due to the additional fifty-third week in 2003 over 2004. After adjusting for the estimated effect of the fifty-third week, cemetery revenue of $163.7 million for the 52 weeks ended January 1, 2005, was $0.3 million, or 0.2%, lower than cemetery revenue for the corresponding period in 2003.

    (b)
    The increase in cemetery at-need service revenue during the 52 weeks ended January 1, 2005, compared to the corresponding period in 2003, was partially offset by a decrease in other cemetery revenue. Other cemetery revenue for the 52 weeks ended January 1, 2005, decreased compared to 2003, because we revised our estimates of accrued perpetual care liabilities and recorded a one-time $3.9 million increase in other cemetery revenue for the 53 weeks ended January 3, 2004. The one-time $3.9 million adjustment to increase other cemetery revenue was necessary, because in 2001, in response to a state regulator inquiry, we determined that we had not properly calculated the amount to be trusted for endowment care on the sale of plots. Endowment care is recorded as a reduction in other cemetery revenue, as amounts trusted are never available to us in the future. To properly recalculate the appropriate perpetual care liability and its corresponding effect on other cemetery revenue, a significant number of individual contracts across several states needed to be reviewed, and the perpetual care liability recalculated against the balance already paid in order to determine the amount of our additional liability. We prepared our best estimate of the perpetual care liability based on a sample of contracts from each state in which the issue existed, and in 2001, we accrued an estimate for the perpetual care liability of additional required funding of $6.9 million, with the offset adjusting other cemetery revenue. In 2003, we completed our review and calculation of the required additional funding and adjusted other cemetery revenue and the perpetual care liability accordingly.

41


    (c)
    As pre-need cemetery interment rights are recorded in cemetery revenue when sold, an estimate of the related uncollectible amounts is charged to cemetery revenue. During 2002 and 2003, our focused collection efforts resulted in higher collections than anticipated on the pre-emergence receivables. As a result of our improvement in actual collections, we reversed $3.9 million of the allowance for contract cancellations and refunds on receivables arising from pre-need cemetery interment rights with a corresponding increase to cemetery revenue for the 53 weeks ended January 3, 2004.

        Cemetery gross margin as a percentage of revenue decreased to 14.5% for the 52 weeks ended January 1, 2005, compared to 17.2% for 2003. For the 52 weeks ended January 1, 2005, wages and regional management costs decreased, while cost of goods sold, selling costs, and advertising and promotion increased compared to 2003. In addition, there was a one-time $3.9 million increase in other cemetery revenue for the 53 weeks ended January 3, 2004, as discussed above.

        Pre-need cemetery contracts written for the 52 weeks ended January 1, 2005, were $86.8 million. After adjusting for the estimated effect of the fifty-third week in 2003, pre-need cemetery contracts for the 52 weeks ended January 1, 2005, were $5.6 million higher than in 2003. For the 52 weeks ended January 1, 2005, 67% of interments were at-need and 33% were pre-need fulfillments. Pre-need cemetery sales may initially decrease cash flows if the amount of cash initially collected is insufficient to cover the amount required to be trusted, sales commissions and other direct costs paid out. However, this cash flow impact is not significant, as we set minimum down payments, maximum terms and sales commission rates to maximize cash flow. Pre-need cemetery sales are important, because over time, they generate positive cash flow and build the foundation for future cemetery revenue.

        Insurance revenue for the 52 weeks ended January 1, 2005, increased $19.0 million, or 31.1%, compared to 2003. After adjusting for the estimated effect of the fifty-third week in 2003, insurance revenue increased $20.1 million, or 33.6%, primarily due to increases in premiums of $16.6 million, interest, dividend and other investment income of $1.9 million, and realized investment gains of $1.6 million. Insurance premium revenue is up in 2004 primarily due to the impact of our subsidiary, Rose Hills, beginning to sell our insurance products. Insurance premiums are dependent on insurance production, as increases in insurance production generate increased insurance premiums over time. Insurance production, which represents the insurance segment's participation in our pre-need funeral contracts for the 52 weeks ended January 1, 2005, was $102.8 million compared to $69.5 million for the corresponding period in 2003. Insurance gross margin as a percentage of revenue increased to 5.9% for the 52 weeks ended January 1, 2005, compared to 2.9% for the corresponding period in 2003, primarily due to the revenue increase being at a rate higher than that of the cost increase. We expect the insurance gross margin percentage to grow modestly over the near term.

42



        Interest expense on long-term debt and refinancing costs for the 52 weeks ended January 1, 2005, was $78.1 million, an increase of $1.6 million compared to the corresponding period in 2003. The effect of lower effective interest rates and debt repayments made by us during 2003 and the 52 weeks ended January 1, 2005, were partially offset by costs associated primarily with our refinancing of long-term debt that occurred during the 52 weeks ended January 1, 2005, as detailed in the following table.

 
  52 Weeks Ended
January 1, 2005

  53 Weeks Ended
January 3, 2004

 
  (in millions)

Tender premium on the repurchase of the 121/4% senior unsecured notes due in 2009   $ 32.5   $
Unamortized deferred finance costs expensed relating to the senior secured credit facility that was refinanced     1.2    
Unamortized deferred finance costs expensed relating to payments made on the senior secured credit facility during 2004     2.3    
Refinancing fees and costs on the senior secured credit facility that was refinanced     3.3    
Unamortized deferred finance costs expensed relating to the subordinated bridge loan due in 2005 that was fully repaid     0.9    
Unamortized premium credited to interest expense on the 121/4% convertible subordinated notes due in 2012 that was fully retired     (7.2 )  
Tender premium on the repurchase of the 9.5% senior subordinated notes due in 2004         1.3
Unamortized discount expensed relating to the 9.5% senior subordinated notes due in 2004 that were fully repaid         1.4
Fees and costs for early termination of our previous credit facility entered into on January 2, 2002         1.5
Interest on long-term debt     45.1     72.3
   
 
Total interest on long-term debt and refinancing costs   $ 78.1   $ 76.5
   
 

        As a result of the debt reduction and lower rates of interest on our remaining debt, we expect interest expense in 2005, excluding the effects of the tender premium, unamortized deferred finance costs, and refinancing fees and costs, to decline compared to 2004.

        General and administrative expenses for the 52 weeks ended January 1, 2005, were $51.2 million, or 7.1% of consolidated revenue, compared to $56.3 million, or 7.8% of consolidated revenue in 2003. For the 52 weeks ended January 1, 2005, general and administrative expenses included the following items:

    (a)
    Incentive compensation for management performance was lower by $2.9 million compared to 2003.

    (b)
    Legal fees were lower by $1.3 million compared to 2003, primarily due to a smaller number of outstanding legal claims and improved management of legal costs by our internal legal department.

    (c)
    We collected $1.2 million of corporate receivables that were previously fully reserved against.

    (d)
    Accounting costs including audit fees increased by $2.1 million compared to 2003, due to additional accounting and audit work required pursuant to the Sarbanes-Oxley Act of 2002 and FIN No. 46R.

    (e)
    We have a significant portion of our corporate and administrative functions in Canada. Expenses for these functions are paid principally in Canadian dollars. Due to the weakening

43


      of the US dollar against the Canadian dollar during 2004, we estimate that foreign exchange rate movements resulted in an additional $3.5 million in general and administrative expense for the 52 weeks ended January 1, 2005, compared to 2003, partially offset by $0.8 million in foreign exchange gains that resulted from our foreign exchange derivatives program to hedge a portion these Canadian corporate and administrative costs.

        For the 53 weeks ended January 3, 2004, general and administrative expenses included the following items affecting the comparison with 2004:

    (a)
    General and administrative expenses were increased by a $10.0 million reserve for a receivable from a disposition of assets in 2001.

    (b)
    General and administrative expenses were reduced by a $5.0 million reversal of accrued legal expense, which resulted from our settlement of an automobile accident suit. In 2000, the suit was filed against us claiming both compensation and punitive damages, as a result of the automobile accident. Our assessment indicated our insurance did not cover punitive damages and as such, we accrued an estimated liability for probable punitive damages. In 2003, we and our insurance company settled with the plaintiffs for amounts within our insurance coverage, which included no punitive damages.

    (c)
    At the time of filing for bankruptcy, our predecessor had a promissory note and non-compete obligation owing to a group of individuals that was secured by various funeral and cemetery properties. During the bankruptcy, a dispute arose as to whether the obligations owed by our predecessor were fully secured. In the bankruptcy, secured claims were paid in cash; unsecured claims were paid out of the unsecured claim pool established in our predecessor's plan of reorganization. Our predecessor argued the maximum collateral value was less than the amount of the claim and that, therefore, the claim was not fully secured. The individuals argued that the collateral value exceeded the value of the claim and that, therefore, the claim was fully secured.

      This dispute could not be resolved before our emergence from bankruptcy on January 2, 2002, and we recorded the $9.0 million accrual as if the claims would be considered fully secured.

      During 2003, we reached a settlement to pay $4.7 million in cash and, in addition, to allow a portion of the settlement as an unsecured claim to be paid out of the unsecured claim pool established in our predecessor's plan of reorganization. As a result of the settlement, we reversed our remaining accrual of $4.3 million.

    (d)
    General and administrative expenses were reduced by $3.1 million as a result of net interest income received from a tax refund in connection with the audit of our predecessor's 1993 through 1998 federal income tax returns.

        Income tax benefit for the 52 weeks ended January 1, 2005, was $1.4 million compared to income tax benefit of $6.5 million for the corresponding period in 2003. The effective tax benefit rate was 27.7% for the 52 weeks ended January 1, 2005, compared to the effective tax benefit rate of 235.0% for the 53 weeks ended January 3, 2004. The effective tax rate varied from the statutory rate for the 52 weeks ended January 1, 2005, primarily due to changes in the ratio of permanent differences to income before income taxes, losses incurred in certain jurisdictions that did not offset tax expenses in profitable jurisdictions and the favorable settlement of income tax audits. For the 53 weeks ended January 3, 2004, the effective income tax rate varied from the statutory rate, primarily because of a $9.7 million favorable settlement of a federal income tax audit. Future income and losses may require us to record a change in the valuation allowance of tax assets that were taken into account in determining the net amount of liability for deferred income taxes recorded on our balance sheet at January 1, 2005. If this occurs, any resulting increase in the valuation allowance would generally be treated as an additional income tax expense in the period in which it arises, while any resulting decrease reflecting realization of the benefits of tax assets that had a corresponding valuation allowance established on January 2, 2002,

44



would be treated as a reduction of goodwill established on January 2, 2002, with any excess over the value assigned to such goodwill recognized as a capital transaction.

        In accordance with FAS 142, we undertook our annual goodwill impairment review during the 16 weeks ended October 9, 2004. Goodwill impairment must be further assessed if a reporting unit's carrying amount exceeds its estimated fair value. Our reporting units are funeral, cemetery and insurance, which are consistent with our operating segments. All of our goodwill is recorded in the funeral reporting unit. As a result of our annual goodwill impairment review, there was no indication of goodwill impairment, as the estimated fair value of the funeral reporting unit exceeded its carrying amount as of October 9, 2004.

        At December 31, 2001, we had accrued $57.1 million of reorganization costs related to costs incurred during our predecessor's reorganization, as well as costs incurred in connection with the actual emergence and various related activities. As of January 1, 2005, the balance of $11.9 million of reorganization costs, primarily consisting of accruals for a trustee fee dispute and legal fee reimbursements, has been included in accounts payable and accrued liabilities.

        Discontinued Operations.    Over the previous three fiscal years, we engaged in a strategic market rationalization assessment to dispose of cemetery and funeral operating locations that did not fit into our market or business strategies, as well as under-performing locations and excess cemetery land. The identification of business operations for disposal is complete. We will, on a smaller scale and over time, continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit in our strategy. Once a property is added to the disposal list, we expect to complete the sale within one year. As of March 26, 2005, we had 17 funeral, three cemetery and four combination locations which had not been sold within one year of being added to the disposal list. Subsequent to March 26, 2005, we completed the sale of all the above locations aside from one cemetery location.

        During 2003, we identified Security Plan Life Insurance Company, our wholly-owned home service insurance company, as a non-strategic asset as it did not support our pre-need funeral sales efforts. Our continuing insurance operations include Mayflower National Life Insurance Company and National Capital Life Insurance Company, our wholly-owned pre-need life insurance companies. On June 17, 2004, we announced the signing of an agreement by our subsidiary Mayflower National Life Insurance Company to sell all the outstanding shares of Security Plan Life Insurance Company for $85.0 million. The sale concluded on October 1, 2004. After payment of applicable taxes and expenses, and the recapitalization of Mayflower National Life Insurance Company, we utilized $65.0 million of the proceeds to reduce long-term debt. We recorded a pre-tax gain on the sale of $16.0 million for the 52 weeks ended January 1, 2005.

        During the 12 weeks ended March 27, 2004, we reduced our estimated proceeds on the group of assets held for sale and as a result recorded an $11.3 million long-lived asset impairment provision. At that time and previously, we expected certain locations to sell as two distinct groups. One group, referred to in this prospectus as "Group A," included 23 locations while another group, referred to in this prospectus as "Group B," consisted of 93 locations. We had a commitment from a single purchaser to purchase all of Group A, and had interest shown by six different purchasers in bidding on all of Group B. The impairment reviews done for each of Group A and Group B for the first quarter of the 2004 fiscal year aggregated the carrying values of the locations within each group to compare against the group's estimated fair value. In the second quarter of the 2004 fiscal year, the initial purchaser of Group A declined to purchase some of the locations in Group A. In addition, the bids received on Group B were significantly below our expectations, and we determined that the locations would generate higher proceeds if sold in smaller groups or as individual locations.

        The impairment review done in second quarter of the 2004 fiscal year looked at either individual locations or aggregated locations into different groups than used previously for the impairment review. Expected proceeds were estimated for each location or new groups of aggregated locations based on current purchase commitments, offers or comparable transactions. The aggregate expected proceeds for

45



all locations held for sale did not change significantly from that used in the previous impairment review. However, the impairment review of each location or new groups of aggregated locations resulted in proceeds being higher or lower than the relevant carrying values.

        As a result, we were required to record a long-lived asset impairment provision of $11.5 million within discontinued operations for the 12 weeks ended June 19, 2004. During the balance of the year, most of these assets were sold, resulting in a gain on sale of approximately $11.0 million. Overall, we have recorded an aggregate $15.2 million long-lived asset impairment provision within discontinued operations for the 52 weeks ended January 1, 2005.

        We have classified all the locations identified for disposal as assets held for sale in the consolidated balance sheets and recorded any related operating results, long-lived asset impairment provisions, and gains or losses recorded on disposition as income from discontinued operations. Depreciation and amortization is not recorded once an asset has been identified as held for sale. We have also reclassified the prior fiscal periods to reflect any comparative amounts on a similar basis. All discontinued operations financial information presented under the insurance segment relate to Security Plan Life Insurance Company.

        During the 52 weeks ended January 1, 2005, we closed 27 funeral homes and sold 52 funeral homes, 67 cemeteries and one combination location for gross proceeds of $32.4 million.

53 Weeks Ended January 3, 2004 Compared to the 52 Weeks Ended December 28, 2002.

 
  Alderwoods Group
 
 
  53 Weeks Ended
January 3, 2004

  52 Weeks Ended
December 28, 2002

  53 Weeks Ended
January 3, 2004

  52 Weeks Ended
December 28, 2002

 
 
  (in millions)

  (in millions)

  (percentages)

  (percentages)

 
Revenue                      
  Funeral   $ 491.6   $ 481.6   68.2 % 69.6 %
  Cemetery     167.6     156.4   23.3   22.6  
  Insurance     61.1     54.0   8.5   7.8  
   
 
 
 
 
    Total   $ 720.3   $ 692.0   100.0   100.0  
   
 
 
 
 
Gross margin                      
  Funeral   $ 113.4   $ 106.8   23.1   22.2  
  Cemetery     28.8     18.9   17.2   12.1  
  Insurance     1.7     0.6   2.9   1.1  
   
 
 
 
 
    Total     143.9     126.3   20.0   18.3  
   
 
 
 
 
Expenses                      
  General and administrative     56.3     43.2   7.8   6.2  
  Provision for goodwill
impairment
        228.3     33.0  
  Provision for asset impairment     4.4     0.5   0.6   0.1  
   
 
 
 
 
Income (loss) from operations     83.2     (145.7 ) 11.6   (21.0 )
Interest on long-term debt     76.5     85.0   10.6   12.3  
Other expense (income), net     4.0     (6.7 ) 0.6   (1.0 )
   
 
 
 
 
Income (loss) before income taxes     2.7     (224.0 ) 0.4   (32.3 )
Income taxes     (6.5 )   (0.5 ) (0.9 )  
   
 
 
 
 
Net income (loss) from continuing operations     9.2     (223.5 ) 1.3   (32.3 )
Income (loss) from discontinued operations, net of tax     1.6     (10.2 ) 0.2   (1.5 )
   
 
 
 
 
Net income (loss)   $ 10.8   $ (233.7 ) 1.5 % (33.8 )%
   
 
 
 
 

46


        Other information for the 53 weeks ended January 3, 2004, and 52 weeks ended December 28, 2002, is summarized in the following table. The impact of the 53rd week was estimated by calculating the weekly average of the 13 weeks ended January 3, 2004. We believe the discussion below regarding the impact of the 53rd week facilitates direct comparability of fiscal year results.

Continuing Operations:

  January 3,
2004

  December 28,
2002

  Increase (decrease)
 
 
  (in thousands)

  (amount)

  (percentages)

 
Funeral—Other Information                        
Number of funeral services performed     124,798     125,012        
Estimated impact of 53rd week on the number of funeral services performed     (2,421 )          
Number of funeral services performed adjusted for the impact of the 53rd week     122,377     125,012     (2,635 ) (2.1 )%

Average revenue per funeral service

 

$

3,939

 

$

3,853

 

$

86

 

2.2

%

Pre-need funeral contracts written (in millions)

 

$

164.8

 

$

161.1

 

 


 


 
Estimated impact of 53rd week on pre-need funeral contracts written (in millions)   $ (3.0 )          
Pre-need funeral contracts written adjusted for the impact of the 53rd week (in millions)   $ 161.8   $ 161.1   $ 0.7   0.4 %

Pre-need funeral conversion (percentages)

 

 

26

%

 

24

%

 

2

 


 

Cemetery—Other Information

 

 

 

 

 

 

 

 

 

 

 

 
Pre-need cemetery contracts written (in millions)   $ 82.9   $ 77.7        
Estimated impact of 53rd week on pre-need cemetery contracts written (in millions)   $ (1.7 )          
Pre-need cemetery contracts written adjusted for the impact of the 53rd week (in millions)   $ 81.2   $ 77.7   $ 3.5   4.5 %

Number of cemetery interments

 

 

47,693

 

 

51,097

 

 


 


 
Estimated impact of the 53rd week on the number of cemetery interments     (909 )          
Number of cemetery interments adjusted for the impact of the 53rd week     46,784     51,097     (4,313 ) (8.4 )%

        Continuing Operations.    As there were no material acquisitions or construction of new locations in 2003 and 2002, results from continuing operations reflect those of "same site" locations.

        Consolidated revenue of $720.3 million for the 53 weeks ended January 3, 2004, increased by $28.3 million, or 4.1%, compared to $692.0 million in 2002, primarily as a result of an increase of $13.9 million in funeral, cemetery and insurance revenue and an estimated increase of $14.4 million due to the additional fifty-third week in fiscal 2003 over fiscal 2002. Consolidated gross margin as a percentage of revenue increased to 20.0% for the 53 weeks ended January 3, 2004, from 18.3% in 2002. The percentage increase in gross margin is attributable to the increases in the gross margins of all businesses.

        Funeral revenue of $491.6 million for the 53 weeks ended January 3, 2004, increased by $10.0 million, compared to $481.6 million in 2002, primarily as a result of an estimated increase of $9.7 million due to the additional fifty-third week in 2003 over 2002. After adjusting for the effect of the fifty-third week, funeral revenue increased slightly by $0.3 million, primarily as a result of the increase of $86.0, or 2.2%, in average revenue per funeral service performed, partially offset by a decrease of 2,635, or 2.1%, in the number of funeral services performed. The increase in average revenue per funeral service performed was achieved through adjusting our mix of merchandise and

47



services. After adjusting for the estimated effect of the fifty-third week, the number of funeral services performed during the second half of 2003, increased by 396, or 0.6%, over the second half of 2002. We believe that the second half increase in the number of funeral services performed was the result of our overall efforts to improve the level of internal growth.

        The number of cremation services performed as a percentage of total services performed increased to 34% for the 53 weeks ended January 3, 2004, compared to 33% for 2002. This increase reflects the increasing trend in consumer preferences for cremation services. The number of cremation services performed may impact funeral revenue, as the average revenue per cremation service is typically lower than the average revenue for traditional funeral services.

        Funeral gross margin as a percentage of revenue increased slightly to 23.1% for the 53 weeks ended January 3, 2004, compared to 22.2% in 2002. Decreases in regional management costs, administration, operating costs, and advertising and promotion costs for the 53 weeks ended January 3, 2004, compared to 2002, were partially offset by increases in insurance, benefits and wage costs. Due to the fixed nature of funeral costs over the short term, we believe that decreases in funeral revenue will not result in a corresponding decrease in funeral costs and will negatively impact funeral gross margins.

        Pre-need funeral contracts written for the 53 weeks ended January 3, 2004, were $164.8 million. After adjusting for the estimated effect of the fifty-third week, pre-need funeral contracts written for the 53 weeks ended January 3, 2004, were $161.8 million, compared to $161.1 million in 2002. The increase in pre-need funeral contracts written of $0.7 million was primarily due to our continuing program to increase pre-need sales. For the 53 weeks ended January 3, 2004, 26% of funeral volume was derived from pre-need backlog, compared to 24% in 2002. We manage the cash impact of our pre-need funeral sales program primarily by offsetting direct costs, including commissions paid to counselors, with either general agency commissions received from third party and related insurance companies or amounts not required to be trusted. Pre-need funeral sales are important, because over time, they build the foundation for future funeral revenue and generate positive cash flow when the funeral service is performed.

        Cemetery revenue of $167.6 million for the 53 weeks ended January 3, 2004, was $11.2 million, or 7.1%, higher than cemetery revenue in 2002, primarily due to the following:

    (a)
    An estimated increase of $3.5 million due to the additional fifty-third week in 2003 over 2002.

    (b)
    We revised our estimates of accrued perpetual care liabilities and recorded a one-time $3.9 million increase in cemetery revenue for the 53 weeks ended January 3, 2004. The one-time $3.9 million adjustment to increase cemetery revenue was necessary, because in 2001, in response to a state regulator inquiry, we determined that we had not properly calculated the amount to be trusted for endowment care on the sale of plots. Endowment care is recorded as a reduction in cemetery revenue, as amounts trusted are never available to us in the future. To properly recalculate the appropriate perpetual care liability and its corresponding effect on cemetery revenue, a significant number of individual contracts across several states needed to be reviewed, and the perpetual care liability recalculated against the balance already paid in order to determine the amount of our additional liability. We prepared our best estimate of the perpetual care liability based on a sample of contracts from each state in which the issue existed, and in 2001, we accrued an estimate for the perpetual care liability of additional required funding of $6.9 million, with the offset adjusting cemetery revenue. In 2003, we completed our review and calculation of the required additional funding and adjusted cemetery revenue and the perpetual care liability accordingly.

    (c)
    As pre-need cemetery interment rights are recorded in cemetery revenue when sold, an estimate of the related uncollectible amounts is charged to cemetery revenue. During 2002 and 2003, our focused collection efforts resulted in higher collections than anticipated on the pre-emergence receivables. As a result of our improvement in actual collections, we reversed

48


      $3.9 million of the allowance for contract cancellations and refunds on receivables arising from pre-need cemetery interment rights with a corresponding increase to cemetery revenue.

        In addition, pre-need space sales and recognition of pre-need merchandise were higher, but were partially offset by declines in trust and finance income. Cemetery revenue for the 53 weeks ended January 3, 2004, from our Rose Hills operations was $52.0 million, which was higher than in 2002, primarily due to higher sales of space and merchandise at the higher end of the product range.

        Cemetery gross margin as a percentage of revenue increased to 17.2% for the 53 weeks ended January 3, 2004, compared to 12.1% for 2002, primarily as a result of the changes in cemetery revenue discussed above. For the 53 weeks ended January 3, 2004, wages, benefit, regional management, operating and other costs decreased, while facilities and selling costs increased compared to 2002. Our ongoing initiative to improve operational efficiencies contributed to the containment of cost increases.

        Pre-need cemetery contracts written for the 53 weeks ended January 3, 2004, were $82.9 million. After adjusting for the estimated effects of the fifty-third week, pre-need cemetery contracts for the 53 weeks ended January 3, 2004, were $81.2 million, $3.5 million higher than in 2002. The increase in pre-need cemetery contracts written was primarily due to our continuing program to increase pre-need sales. For the 53 weeks ended January 3, 2004, 68% of interments were at-need and 32% were pre-need fulfillments. Pre-need cemetery sales may initially decrease cash flows if the amount of cash initially collected is insufficient to cover the amount required to be trusted, sales commissions and other direct costs paid out. However, this cash flows impact is not significant, as we set minimum down payments, maximum terms and sales commissions rates to maximize cash flows. Pre-need cemetery sales are important, because over time, they generate positive cash flows and build the foundation for future cemetery revenue.

        Insurance revenue for the 53 weeks ended January 3, 2004, increased $7.1 million, or 13.2%, compared to 2002. After adjusting for the estimated effect of the fifty-third week in 2003, insurance revenue increased $6.0 million, or 11.1%, primarily due to increases in premiums of $5.2 million, and interest, dividend and other investment income of $1.2 million, partially offset by a $0.4 million decrease in realized-investment gains. Insurance premiums are dependent on insurance production, as increases in insurance production generate increased insurance premiums over time. Insurance production, which represents its participation in our pre-need funeral contracts for the 53 weeks ended January 3, 2004, was $69.5 million compared to $65.7 million for 2002. Insurance gross margin as a percentage of revenue increased to 2.9% for the 53 weeks ended January 3, 2004, compared to 1.1% for 2002, primarily due to the revenue increase being at a rate higher than that of the cost increase.

        Interest expense and refinancing costs on long-term debt for the 53 weeks ended January 3, 2004, was $76.5 million, a decrease of $8.5 million compared to 2002, primarily reflecting the effect of debt repayments made by us during the 52 weeks ended December 28, 2002, and during the 53 weeks ended January 3, 2004, which were partially offset by costs associated primarily with our refinancing of long-term debt that occurred during the 53 weeks ended January 3, 2004, as detailed in the following table.

 
  53 Weeks Ended
January 3, 2004

  52 Weeks Ended
December 28, 2002

 
  (in millions)

Tender premium on the repurchase of the 91/2% senior subordinated notes due in 2004   $ 1.3   $
Unamortized discount expensed relating to the 91/2% senior subordinated notes due in 2004 that were fully repaid     1.4    
Fees and costs for early termination of our previous credit facility entered into on January 2, 2002     1.5    
Interest on long-term debt     72.3     85.0
   
 
Total interest on long-term debt and refinancing costs   $ 76.5   $ 85.0
   
 

49


        General and administrative expenses for the 53 weeks ended January 3, 2004, were $56.3 million, or 7.8% of consolidated revenue, compared to $43.2 million, or 6.2% of consolidated revenue in 2002. For the 53 weeks ended January 3, 2004, general and administrative expenses included the following items affecting the comparison with 2003:

    (a)
    A $10.0 million reserve was taken against receivables that arose from a disposition of assets in 2001.

    (b)
    Additional incentive costs of $9.4 million for management performance in accordance with approved compensation plans.

    (c)
    General and administrative expenses were reduced by a $5.0 million reversal of accrued legal expense, which resulted from our settlement of an automobile accident suit. In 2000, the suit was filed against us claiming both compensation and punitive damages, as a result of the automobile accident. Our assessment indicated our insurance did not cover punitive damages and as such, we accrued an estimated liability for probable punitive damages. In 2003, we and our insurance company settled with the plaintiffs for amounts within our insurance coverage, which included no punitive damages.

    (d)
    At the time of filing for bankruptcy, our predecessor had a promissory note and non-compete obligation owing to a group of individuals that was secured by various funeral and cemetery properties. During the bankruptcy, a dispute arose as to whether the obligations owed by our predecessor were fully secured. In the bankruptcy, secured claims were paid in cash; unsecured claims were paid out of the unsecured claim pool established in our predecessor's plan of reorganization. Our predecessor argued the maximum collateral value was less than the amount of the claim and that, therefore, the claim was not fully secured. The individuals argued that the collateral value exceeded the value of the claim and that, therefore, the claim was fully secured.

      This dispute could not be resolved before our emergence from bankruptcy on January 2, 2002, and we recorded the $9.0 million claim as if it would be considered fully secured.

      During 2003, we reached a settlement to pay $4.7 million and, in addition, to allow a portion of the settlement as an unsecured claim to be paid out of the unsecured claim pool established in our predecessor's plan of reorganization. As a result of the settlement, we reversed our remaining accrual of $4.3 million.

    (e)
    General and administrative expenses were reduced by $3.1 million as a result of net interest income received from a tax refund in connection with the audit of our predecessor's 1993 through 1998 federal income tax returns.

        During our reorganization proceedings, we and one of our primary insurers had a dispute pertaining to existing collateral supporting our underlying insurance claims activity. We believed that the insurance provider held excess collateral based on the level of claims processed. Accordingly, we estimated an expected recovery of $2.9 million based on our available books and records. During 2002, after further analysis and negotiations, we reached a settlement for the return of $7.5 million of excess collateral. Accordingly, we recorded the additional receivable of $4.6 million balance with an offsetting credit recorded in general and administrative expenses for the 52 weeks ended December 28, 2002.

        We have a significant portion of our corporate and administrative functions in Canada. Expenses for these functions are paid principally in Canadian dollars. Due to the weakening of the US dollar against the Canadian dollar during 2003, we estimate that foreign exchange rate movements resulted in an additional $5.0 million in general and administrative expense for the 53 weeks ended January 3, 2004, compared to 2002.

        Income tax benefit for the 53 weeks ended January 3, 2004, was $6.5 million compared to $0.5 million in 2002. Our effective tax rate for the 53 weeks ended January 3, 2004 varied from the

50



statutory tax rate, primarily because we favorably settled a federal income tax audit during 2003. We received and recognized a $9.7 million tax benefit for the 53 weeks ended January 3, 2004, in connection with the audit of our predecessor's 1993 through 1998 federal income tax returns. Future income and losses may require us to record a change in the valuation allowance of tax assets that were taken into account in determining the net amount of liability for deferred income taxes recorded on our balance sheet at January 3, 2004. If this occurs, any resulting increase in the valuation allowance would generally be treated as an additional income tax expense in the period in which it arises, while any resulting decrease reflecting realization of the benefits of tax assets that had a corresponding valuation allowance established on January 2, 2002, would be treated as a reduction of goodwill established on January 2, 2002, with any excess over the value assigned to such goodwill recognized as a capital transaction.

        Previously, we designated certain parcels of surplus real estate as probable for sale, as they do not meet our future geographic and strategic objectives. During the 53 weeks ended January 3, 2004, we determined that the carrying amounts of certain of these parcels of surplus real estate exceeded the fair market value, less estimated costs to sell. Accordingly, we recorded a long-lived asset impairment provision of $4.4 million for the 53 weeks ended January 3, 2004. As of January 3, 2004, the carrying value of real estate held as probable for sale was $20.0 million.

        In accordance with the FAS 142, we undertook our annual goodwill impairment review during the 16 weeks ended October 4, 2003. Goodwill impairment is deemed to exist, and must then be further assessed, if a reporting unit's carrying amount exceeds its estimated fair value. Our reporting units are funeral, cemetery and insurance, which are consistent with our operating segments. All of our goodwill is recorded in the funeral reporting unit. As a result of our annual goodwill impairment review, there was no indication of goodwill impairment, as the estimated fair value of the funeral reporting unit exceeded its carrying amount as of October 4, 2003.

        At December 31, 2001, we had accrued $57.1 million of reorganization costs related to costs incurred during our predecessor's reorganization, as well as costs incurred in connection with the actual emergence and various related activities. Although we had expected to pay out the $57.1 million during 2002, delays experienced in the completion of the reorganization process resulted in a remaining balance of $26.3 million at December 28, 2002. We have paid or adjusted accruals of $13.2 million for the 53 weeks ended January 3, 2004, leaving a total accrual of $13.1 million at January 3, 2004. Though emergence occurred on January 2, 2002, it is our continuing responsibility to resolve allowed amounts for unresolved claims. The unresolved claims relate to the allocation of payments approved by the United States Bankruptcy Court for the District of Delaware and do not impact our obligations under the settlement process.

        Discontinued Operations.    During the 53 weeks ended January 3, 2004, we identified 124 funeral, 45 cemetery and four combination locations for disposal. The funeral locations included all 39 funeral locations in the United Kingdom, as they were not strategic to our long-term objective to focus capital and management resources in North America. We also identified for disposal Security Plan Life Insurance Company, our wholly-owned home insurance company, which was not a strategic asset, as it did not support our pre-need funeral sales efforts. Our continuing insurance operations include Mayflower National Life Insurance Company and National Capital Life Insurance Company, our wholly-owned pre-need life insurance companies.

        As of January 3, 2004, we had 64 funeral, 72 cemetery and four combination locations in North America for disposal. Security Plan Life Insurance Company was sold on October 1, 2004. Our 39 funeral locations in the United Kingdom were sold on October 20, 2003.

        We have classified all the locations identified for disposal as assets held for sale in the consolidated balance sheets and recorded any related operating results, long-lived asset impairment provisions, and gains or losses recorded on disposition as income from discontinued operations. We have also reclassified the prior fiscal year to reflect any comparative amounts on a similar basis, including

51



locations sold in 2002. All discontinued operations financial information presented under the insurance segment relate to Security Plan Life Insurance Company.

Pre-need Funeral and Cemetery Backlog for Continuing Operations

        Our backlog represents pre-need funeral and cemetery arrangements with customer families. These arrangements are subject to trust or insurance funding requirements. The activities in our funeral backlog, excluding the effects of unrealized gains and losses on trust investments, were as follows:

 
  Unaudited
12 Weeks Ended
March 26, 2005

  Unaudited
12 Weeks Ended
March 27, 2004

  52 Weeks Ended
January 1, 2005

  53 Weeks Ended
January 3, 2004

 
 
  (in thousands)

 
Funeral backlog:                          
  Beginning balance   $ 1,278,653   $ 1,225,150   $ 1,227,126   $ 1,147,570  
  Sales, net of cancellations     39,638     36,209     156,466     156,897  
  Maturities     (34,313 )   (34,051 )   (130,129 )   (128,389 )
  Net increase in insurance benefits and earnings realized on funeral trust balances     4,314     5,213     25,214     17,448  
  Change in cancellation reserve     7,425     13,038     (4,025 )   21,217  
  Other     354     (2,002 )   5,312     12,383  
   
 
 
 
 
  Ending balance   $ 1,296,071   $ 1,243,557   $ 1,279,964   $ 1,227,126  
   
 
 
 
 

Trust funded

 

$

348,854

 

$

353,314

 

$

351,577

 

$

341,168

 
Third party insurance companies     663,589     683,151     656,981     678,480  
Subsidiary insurance companies     283,628     207,092     271,406     207,478  
   
 
 
 
 
  Ending balance   $ 1,296,071   $ 1,243,557   $ 1,279,964   $ 1,227,126  
   
 
 
 
 

52


        The activities in our cemetery backlog, excluding the effects of unrealized gains and losses on trust investments, were as follows:

 
  12 Weeks Ended
March 26, 2005

  12 Weeks Ended
March 27, 2004

  52 Weeks Ended
January 1, 2005

  53 Weeks Ended
January 3, 2004

 
 
  (in thousands)

 
Cemetery backlog:                          
  Beginning balance   $ 260,991   $ 259,429   $ 259,496   $ 248,133  
  Sales, net of cancellations     21,027     16,792     79,585     77,124  
  Maturities     (19,358 )   (16,899 )   (83,237 )   (78,335 )
  Earnings realized on cemetery trust balances     (306 )   754     5,878     3,836  
  Change in cancellation reserve     (117 )   282     (16 )   313  
  Other                 8,425  
   
 
 
 
 
  Ending balance   $ 262,237   $ 260,358   $ 261,706   $ 259,496  
   
 
 
 
 

Liquidity and Capital Resources

Cash Flows

        We derive the majority of our cash from at-need funeral and cemetery revenue. Cash flow is also impacted by the funeral and cemetery pre-need activities. Pre-need funeral and cemetery activities are discussed in detail under "Industry Overview," "Business," and Notes 4 and 5 to our audited annual consolidated financial statements included elsewhere in or incorporated by reference into this prospectus.

        12 weeks ended March 26, 2005 compared to the 12 weeks ended March 27, 2004.    Net cash from continuing operating activities was $41.7 million for the 12 weeks ended March 26, 2005, compared to $4.9 million for the corresponding period in 2004. The increase is primarily due to the increase of $15.0 million in withdrawals of excess funds from funeral and cemetery trusts resulting from our ongoing review process, and $16.1 million related to collateral for liability lines of insurance coverage replaced with letters of credit. We have substantially completed our ongoing review of excess funds from funeral and cemetery trusts and have completed the withdrawal of excess funds.

        Our insurance subsidiaries are subject to certain state regulations that restrict distributions, loans and advances from such subsidiaries to us and our other subsidiaries. Dividends are only distributable after regulatory approval is obtained. The cash inflows from operations of the insurance subsidiaries are primarily generated from insurance premiums, all of which are invested in insurance invested assets.

        Net cash used in continuing investing activities was $4.4 million for the 12 weeks ended March 26, 2005, compared to $1.7 million for the corresponding period in 2004, primarily due to the increase of $1.9 million in net purchase of insurance invested assets.

        Net cash used in continuing financing activities was $31.7 million for the 12 weeks ended March 26, 2005, compared to $9.3 million for the corresponding period in 2004. The increase was primarily due to the higher net repayment of debt during the 12 weeks ended March 26, 2005, compared to the corresponding period in 2004.

        The net increase in cash from discontinued operations was $1.8 million for the 12 weeks ended March 26, 2005, compared to a decrease of $0.1 million in the corresponding period in 2004.

        As of March 26, 2005, we expected to complete in 2005 the sale of our funeral homes, cemeteries and real estate held for sale as of that date. Subsequent to March 26, 2005, we completed the sale of our remaining discontinued locations, aside from one cemetery, for proceeds of approximately

53



$6.0 million. We expect that the proceeds from our sale of the remaining assets held for sale, including real estate, will be approximately $12.0 million, which proceeds will be used to further reduce long-term debt. Actual amounts could significantly differ from these estimates, as the assets held for sale and proceeds may change as a result of further negotiations with potential buyers.

        As of March 26, 2005, our cash balance was $16.9 million and the amount available under the our secured credit facility's $75.0 million revolving credit facility, referred to in this prospectus as the "revolving credit facility, was $75.0 million, less $25.6 million in outstanding letters of credit. Our debt repayment obligation over the next 12 months is $4.2 million and aggregates $230.3 million over the next five years. We believe that our revolving credit facility, together with existing cash, cash flow from operations and expected cash proceeds from the sale of discontinued operations, will be sufficient to meet our anticipated capital expenditures, working capital requirements and debt repayment obligations in both the near and intermediate terms.

        52 weeks ended January 1, 2005 compared to the 53 weeks ended January 3, 2004.    Net cash from continuing operating activities was $103.7 million for the 52 weeks ended January 1, 2005, compared to $137.3 million for 2003. The decrease is primarily due to increases in the net payment of taxes by $15.4 million and a decrease of $5.2 million in withdrawals of excess funds from funeral and cemetery trusts. In addition, for 2003, there was a $7.5 million cash receipt of a legal claim settlement.

        Net cash used in continuing investing activities was $67.8 million for the 52 weeks ended January 1, 2005, compared to $53.4 million for 2003. There was an increase in the net purchase of insurance invested assets, which consist of fixed income investments. The change in insurance invested assets results from investment of policy premiums received, and sales and maturities of securities. In addition, capital expenditures increased to $37.2 million for the 52 weeks ended January 1, 2005, and are expected to be between $30.0 million and $35.0 million in 2005.

        Net cash used in continuing financing activities was $192.5 million for the 52 weeks ended January 1, 2005, compared to $128.4 million for 2003. The increase was primarily due to higher net repayment of debt during 2004.

        The net increase in cash from discontinued operations was $124.4 million for the 52 weeks ended January 1, 2005, primarily due to the sale of Security Plan Life Insurance Company for $85.0 million.

        We completed the sale of Security Plan Life Insurance Company on October 1, 2004, for gross proceeds of $85.0 million. We recorded a pre-tax gain on the sale of $16.0 million, and after payment of applicable taxes and expenses, and the recapitalization of Mayflower National Life Insurance Company, realized net proceeds of $65.0 million, which we utilized to reduce long-term debt.

        As of January 1, 2005, our cash balance was $9.4 million and the amount available under our $75.0 million revolving credit facility was $75.0 million, less $10.0 million in outstanding letters of credit. Our debt repayment obligation in 2005 is $9.1 million and aggregates $262.0 million over the next five years. We believe that the revolving credit facility, together with existing cash, cash flow from operations and expected cash proceeds from the sale of discontinued operations, will be sufficient to meet our anticipated capital expenditures, working capital requirements and debt repayment obligations in both the near and intermediate terms.

54



Long-Term Indebtedness

        The change in our carrying amounts of long-term indebtedness is as follows:

 
  Long-Term
Indebtedness
Carrying Value
January 3, 2004

  Net increase
(decrease)

  Long-Term
Indebtedness
Carrying Value
January 1, 2005

  Net Increase
(decrease)

  Long-Term
Indebtedness
Carrying Value
March 26, 2005

 
  (dollars in millions)

Revolving credit facility(1)                    
Senior secured term loan B due in 2009(1)   $ 245.9   $ 0.9   $ 246.8   $ (26.1 ) $ 220.7
73/4% senior unsecured notes due in 2012(2)         200.0     200.0         200.0
121/4% senior unsecured notes due 2009(3)     330.0     (325.5 )   4.5     (4.5 )  
121/4% convertible subordinated notes due 2012(4)     31.9     (31.9 )          
Promissory notes and capitalized obligations(5)     23.1     (10.8 )   12.3     (1.0 )   11.3
   
 
 
 
 
  Carrying amounts   $ 630.9   $ (167.3 ) $ 463.6   $ (31.6 ) $ 432.0
   
 
 
 
 

(1)
On September 17, 2003, we entered into the senior secured credit facility, which was funded on September 29, 2003, and included a $275.0 million term loan, referred to in this prospectus as the "term loan B," and a $50.0 million revolving credit facility, to replace our previous credit facility.

    On January 23, 2004, we amended the senior secured credit facility to, among other things:

    (a)
    Permit the repayment of the 121/4% convertible subordinated notes due in 2012.

    (b)
    Reduce the applicable term loan B interest rate by 0.50% from LIBOR, plus 3.25% to LIBOR, plus 2.75%, or base rate, plus 2.25% to base rate, plus 1.75%.

    On August 19, 2004, we further amended the senior secured credit facility to, among other things:

    (a)
    Increase the principal amount of the term loan B to $368.0 million.

    (b)
    Increase the amount available under the revolving credit facility to $75.0 million, of which $25.0 million was available in the form of letters of credit.

    (c)
    Permit us to repay the subordinated bridge loan, due in 2005, referred to in this prospectus as the "bridge loan," and redeem the 121/4% senior unsecured notes, due in 2009. On August 19, 2004, the bridge loan was fully repaid and terminated.

    (d)
    Permit us to issue new senior unsecured notes in the principal amount of $200.0 million.

    (e)
    Reduce the applicable term loan B interest rate to LIBOR, plus 2.50%, or base rate, plus 1.50%, provided we meet a specified consolidated leverage ratio.

    (f)
    Extend the term loan B maturity date to September 29, 2009, and reduce the amortization payments.

    On December 3, 2004, we further amended the senior secured credit facility to, among other things, further reduce the applicable term loan B interest rate to LIBOR, plus 2.00%, or base rate, plus 1.00%.

    On March 18, 2005, we further amended the senior secured credit facility to, among other things, provide us additional flexibility to introduce an employee stock purchase plan and other long-term incentive plans and increase the letter of credit sublimit under the revolving credit facility to $35.0 million.

(2)
On August 19, 2004, we issued the outstanding notes in a transaction exempt from registration under the Securities Act.

55


(3)
On April 21, 2004, we repurchased the principal amount of $9.3 million of the 121/4% senior unsecured notes due in 2009, at a premium of $1.1 million, plus accrued interest. On August 19, 2004, we repurchased the principal amount of $316.2 million at a premium of $31.3 million, plus accrued interest. On January 3, 2005, we repurchased the remaining principal amount of $4.5 million at a premium of $0.3 million, plus accrued interest.

(4)
On January 23, 2004, we terminated our obligations under the 121/4% convertible subordinated notes due in 2012, which were fully redeemed, at par, on February 23, 2004.

(5)
The change represents the net amount of repayments, increases in debt, and foreign exchange and other adjustments.

        The senior secured credit facility and the notes are guaranteed by substantially all of our wholly-owned U.S. subsidiaries, other than our insurance subsidiaries and certain other excluded subsidiaries. Alderwoods Group, the parent company, has no independent assets or operations, and the guarantees of its guarantor subsidiaries are full and unconditional, and joint and several.

        Financial covenants under the senior secured credit facility require us to maintain a minimum interest coverage ratio and fixed charge coverage ratio, and not to exceed a maximum leverage ratio. As of March 26, 2005, we met all of the financial covenants required by the senior secured credit facility.

Contractual Obligations and Commercial Commitments

        The following table details our contractual obligations of continuing and discontinued operations as of March 26, 2005. Significant changes to long-term debt are described above under "—Long-Term Indebtedness."

 
   
  Payments Due by Period
Contractual Obligations

  Total
  Less than
1 Year

  1 - 3
Years

  3 - 5
Years

  More than
5 Years

 
  (dollars in thousands)

Long-term indebtedness(1)   $ 420,707   $   $ 4,661   $ 216,046   $ 200,000
Promissory notes and capitalized obligations(1)(2)     11,351     4,241     4,256     1,097     1,757
Operating leases(3)     42,767     8,820     12,156     7,609     14,182
Purchase obligations(4)     4,100     4,100            
   
 
 
 
 
Total   $ 478,925   $ 17,161   $ 21,073   $ 224,752   $ 215,939
   
 
 
 
 

(1)
See Note 3 to our unaudited interim consolidated financial statements and Note 7 to our audited annual consolidated financial statements.

(2)
Promissory notes and capitalized obligations include non-competition agreements and capitalized lease obligations.

(3)
Operating leases are primarily for premises and automobiles, expire over the next one to 28 years, and are included in Note 11 to our audited annual consolidated financial statements.

(4)
Represents obligations for leasehold improvements, furniture and equipment, and other costs for a newly leased office building. As discussed below, purchase orders are not included in these amounts.

        In addition to the operating leases noted in the table above, as of March 26, 2005, we leased approximately 1,270 vehicles under a master operating lease agreement, which has a minimum lease term of 12 months. Our practice is to continue these leases on a month-to-month basis after the expiry

56



of the minimum lease term. Lease payments for these vehicles are projected to be $7.4 million over the next 12 months.

        We issue purchase orders for the supply of goods and services for our operations. As of March 26, 2005, there were no significant or unusual purchase orders outstanding. We entered into agreements with certain suppliers of funeral and cemetery merchandise and office supplies to obtain volume discounts. However, none of these agreements have committed purchase quantities or prices.

        The following table details our commercial commitments as of March 26, 2005.

 
   
  Amount of Commitment Expiration Per Period
Commercial Commitments

  Total Amounts Committed
  Less than
1 Year

  1 - 3
Years

  3 - 5
Years

  More than
5 Years

 
  (dollars in millions)

Lines of credit(1)   $   $   $   $   $
Standby letters of credit(2)     25.6     25.6            
   
 
 
 
 
Total contractual cash obligations   $ 25.6   $ 25.6   $   $   $
   
 
 
 
 

(1)
Relates to our revolving credit facility described more fully in Note 3 to our unaudited interim consolidated financial statements and Note 7 to our audited annual consolidated financial statements. The maturity date of our revolving credit facility is September 29, 2008. See "Description of Other Indebtedness."

(2)
Standby letters of credit primarily relate to a court ordered legal claim, surety bonds for various pre-need sales trusting requirements and collateral for liability lines of insurance coverage for various years.

Off-Balance Sheet Arrangements

        Off-balance sheet arrangements as of March 26, 2005, consisted of operating leases described above under "—Contractual Obligations and Commercial Commitments."

Other Information

EBITDA from Continuing Operations

        Our earnings from continuing operations before interest, taxes, depreciation and amortization, and provision for goodwill impairment and provision for asset impairment, referred to in this prospectus as "EBITDA", are presented in the table below and reconciled to our net income (loss) from continuing operations. We consider EBITDA to be an important supplemental indicator of operating performance. We believe that EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of the operating performance of companies with high yield debt, and the vast majority of companies with high yield debt present EBITDA when reporting their results. We believe EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting relative interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). It is also one basis, subject to certain modifications, on which compliance with certain of the financial covenants under our senior secured credit facility is determined and some payments under certain of our compensation plans are calculated. EBITDA is not a term that has specific meaning in accordance with GAAP and may be calculated differently by other companies. EBITDA is not a measurement of our financial performance under GAAP and should not be considered in isolation, as an alternative to net income, operating income or any other performance

57



measures derived in accordance with GAAP, or otherwise as a measure of our profitability, or as an alternative to cash flows from operating activities or otherwise as a measure of our liquidity.

        EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of results as reported under GAAP. Some of these limitations are:

    it does not reflect cash expenditures for capital expenditures or contractual commitments;

    it does not reflect changes in, or cash requirements for, working capital;

    it does not reflect the significant interest expense of, or the cash requirements necessary to service interest or principal payments on, indebtedness;

    although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect cash requirements for such replacements; and

    other companies, including other companies in the death care industry, may calculate these measures differently than we do, limiting the usefulness of EBITDA as a comparative measure.

        Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or reduce our indebtedness.

 
  12 Weeks Ended
March 26, 2005

  12 Weeks Ended
March 27, 2004

  52 Weeks Ended
January 1, 2005

  53 Weeks Ended
January 3, 2004

  52 Weeks Ended
December 28, 2002

 
 
  (dollars in millions)

 
EBITDA from continuing operations:                                
Net income (loss) from continuing operations   $ 13.5   $ 11.4   $ (3.8 ) $ 9.2   $ (223.5 )
Income taxes     11.2     5.6     (1.5 )   (6.5 )   (0.5 )
Interest on long-term debt     7.5     5.3     78.1     76.5     85.1  
Depreciation and amortization     10.1     9.1     42.1     40.2     37.7  
Provision for goodwill impairment                     228.3  
Provision for asset impairment     (0.7 )   2.0     1.9     4.4     0.6  
   
 
 
 
 
 
    $ 41.6   $ 33.4   $ 116.8   $ 123.8   $ 127.7  
   
 
 
 
 
 

Restrictions

        Our senior secured credit facility and the indenture governing our notes restrict our ability to engage in asset sales. Our senior secured credit facility and the indenture governing our notes prohibit dispositions of assets unless the assets disposed of fulfill the requirements of specified exceptions. The indenture governing the notes excepts, among other things, assets with a fair market value less than $5.0 million. One such specified exception contained in the senior secured credit facility is dispositions of any of a group of identified "discontinued assets;" another is dispositions of assets not exceeding $35.0 million book value in the aggregate over the life of our senior secured credit facility, provided that (1) the consideration received is at least equal to fair market value and (2) not less than 75% of the consideration is paid in cash or cash equivalents. Within 270 days of the receipt of net proceeds from any such asset sale, we have the discretion to apply such net proceeds at our option (or as otherwise required) to invest in non-current operating assets (or enter into agreements for such investment which agreements are consummated within 360 days of such receipt of asset sale proceeds). In addition, up to $10.0 million of such net proceeds in any fiscal year (but not in excess of $35.0 million in the aggregate over the term of our senior secured credit facility) may be applied to make capital expenditures. To the extent we receive net proceeds in excess of additional specified thresholds and such excess is not applied to invest in non-current operating assets or make capital expenditures as described in the two immediately preceding sentences, we must make mandatory prepayments under our senior secured credit facility and, after all indebtedness under the senior

58



secured credit facility has been repaid, offer to purchase the notes at a purchase price equal to 100.0% of the stated principal amount, plus accrued and unpaid interest and liquidated damages (as defined in the indenture governing the notes), if any.

        Covenants in our senior secured credit facility and the indenture governing the notes restrict, and under certain circumstances prohibit, the payment of dividends by us. We are not expecting to pay any dividends on our common stock in the foreseeable future.

        Our insurance subsidiaries are subject to certain state regulations that restrict distributions, loans and advances from such subsidiaries to us and our other subsidiaries. The cash flows from operations of the insurance subsidiaries for the 12 weeks ended March 26, 2005 was approximately $10.3 million and for the 52 weeks ended January 1, 2005 was approximately $22.3 million.

Quantitative and Qualitative Disclosures about Market Risk

        There were no material changes in market risks for the 52 weeks ended January 1, 2005 compared to the 53 weeks ended January 3, 2004. As of March 26, 2005, there were no material changes in such matters disclosed below.

        Our major market risk exposures are to changing interest rates, currency exchange rates and to equity prices. The market risk exposure discussion below provides information about market-sensitive financial instruments and constitutes "forward-looking statements," which involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements.

        Our exposure to interest rate fluctuations resides primarily in the United States, and our exposure to currency exchange rate fluctuations resides primarily in investments and operations in Canada, which is generally stable politically and economically and is not highly inflationary.

        We continually monitor and evaluate our mix of floating and fixed rate debt and may, from time to time, alter the mix of floating to fixed rate debt through the use of derivatives, primarily in the form of interest rate swap transactions. No such instruments were in place as of January 1, 2005.

        We have a significant portion of our corporate and administrative functions in Canada. Expenses for these functions are paid principally in Canadian dollars and have predictable future cash outflows, referred to in this prospectus as the "foreign currency expenditure." We have a program to hedge the variability in the United States dollar equivalent of a portion of the foreign currency expenditure due to the fluctuation in the exchange rate between the United States dollar and Canadian dollar, referred to in this prospectus as the "foreign currency hedge program." We use forward foreign exchange contracts and foreign exchange option contracts to partially mitigate foreign exchange variability. Under the foreign currency hedge program, losses or gains in our underlying foreign exchange exposures are partially offset by gains or losses on the forward foreign exchange contracts and foreign exchange option contracts, so as to reduce the magnitude of foreign exchange transaction gains or losses.

        A 1% change in exchange rates would cause approximately $0.1 million aggregate change in the fair value of our forward foreign exchange contracts and foreign exchange option contracts. The table below presents the notional amounts, weighted average foreign exchange rates and fair values of the outstanding forward foreign exchange contracts and foreign exchange option contracts, as of January 1, 2005.

Forward Foreign Exchange Contracts

  Exchange United States
Dollars for Foreign Currency

  Notional Weighted
Average Exchange Rate

  Asset Fair Value
 
  (foreign currency notional amount in thousands)

   
  (dollars in thousands)

Functional currency:                
Canadian dollar   $ 18,000   0.7612   $ 1,258

59


        As of January 1, 2005, forward foreign exchange contracts with fair values of $1.1 million and $0.2 million mature during 2005 and 2006, respectively.

Forward Foreign Exchange Contracts

  Exchange United
States Dollars for
Foreign Currency

  Notional Weighted
Average Exchange
Rate on Calls

  Notional Weighted
Average Exchange
Rate on Puts

  Asset Fair Value
 
  (foreign currency notional amount in thousands)

   
   
  (dollars in thousands)

Functional currency:                    
Canadian dollar   $ 15,100   US 0.8070   US 0.7838   $ 829

        As of January 1, 2005, foreign exchange option contracts with fair values of $0.7 million and $0.1 million mature during 2005 and 2006, respectively.

        Derivative financial instruments involve credit and market risk. Credit risk arises from the potential for a counterparty to default on its contractual obligations and is limited to those contracts where we would incur a loss in replacing the defaulted transaction. We minimize this risk by diversifying through counterparties that are of strong credit quality. We do not enter into derivative financial instruments for trading purposes.

        Our debt instrument sensitivity to floating interest rates is based on our floating rate debt being based in the United States. Accordingly, changes in U.S. interest rates can affect the interest paid on our floating rate debt. As of January 1, 2005, our total fixed rate debt was $216.9 million, representing approximately 47% of total debt, and has a weighted average rate of 7.82%. Our floating rate exposure of $246.8 million, represents 53% of total debt and has a weighted average rate of approximately 4.24%. A 1% change in the applicable floating rate indices would cause an approximately $2.5 million change in our annual interest expense.

        The principal cash flows and the related weighted average interest rates for our long-term debt as of January 1, 2005, are presented below. The carrying values of our debt instruments are included in Note 7 to our audited annual consolidated financial statements.

 
  Expected Maturity Date
 
  2005
  2006
  2007
  2008
  2009
  Thereafter
  Total
  Fair Value
 
  (dollars in thousands)

Long-Term Debt(1)                                                
Fixed rate US$Debt   $ 9,142   $ 2,400   $ 2,042   $ 991   $ 567   $ 201,796   $ 216,938   $ 233,980
  Average rate     7.97 %   7.83 %   7.81 %   7.79 %   7.78 %   7.77 %   7.82 %  
Floating Rate US$Debt       $ 1,998   $ 2,663   $ 2,663   $ 239,502       $ 246,826   $ 246,826
  Average rate         4.24 %   4.24 %   4.24 %   4.24 %   4.24 %   4.24 %  

(1)
We are required to maintain a minimum interest coverage ratio and fixed charge coverage ratio, and not to exceed a maximum leverage ratio. We are not to exceed a yearly maximum on capital expenditures and cemetery development. Adverse operating results could cause us to be unable to achieve these financial ratios and tests, in which event, unless we were able to obtain appropriate waivers with respect to non-compliance, certain of our long-term debt would be in default and the holders thereof could accelerate the maturities of such debt.

        Our exposure to both equity markets and interest rates reside primarily in the United States. The sale of pre-need funeral contracts, pre-need cemetery merchandise and insurance products results in us having significant investments in, and supervising the management of, trusts that have significant investments in cash and cash equivalents and fixed income and equity securities that are sensitive to current market prices. Fluctuations in interest rates and equity markets do not result in significant current income fluctuation, as the income from investments held in pre-need funeral trusts and pre-need cemetery merchandise trusts does not impact revenue until services are performed. Investments held in pre-need cemetery merchandise trusts and insurance invested assets are predominately in fixed income securities. We manage the mix of equities and fixed income securities in accordance with policies set by an investment committee comprised of members of senior management. The investment committee sets and modifies the mix of investments with the assistance of independent professional financial advisors. The policy emphasizes a conservative approach while maintaining acceptable levels of income and capital appreciation.

60



INDUSTRY OVERVIEW

        The death care industry in the United States is characterized by the following fundamental attributes:

Growing Demand for Cremation

        Consumer preferences in the death care industry tend to change slowly. However, one significant trend is an increase in the preference for cremation over a traditional burial. Cremation is becoming more popular in the United States, as ties to tradition weaken and this service becomes more acceptable as a form of disposition within society. According to the Cremation Association of North America, approximately 29% of all deaths in 2003 in the United States were followed by cremation. This figure has grown at approximately 1% annually since 1997 and is projected to continue to grow at a comparable rate over the next three to five years. The number of cremation services performed by us as a percentage of total services performed increased to 35% in 2004, compared to 34% for 2003. Although cremation services have historically generated higher gross margins than funeral services involving burials, overall revenues are lower because cremations have typically included few, if any, additional products or services for the customer family beyond the cremation itself. However, industry research has shown that the consumer chooses cremation frequently for reasons other than cost, and we believe this provides us with the opportunity to better serve customer families by offering a larger variety of goods and services.

Constant Need for Products and Services; Increasing Number of Deaths

        According to the United States Bureau of the Census, the number of deaths per year in the United States is expected to increase from approximately 2.4 million in 2003 to 2.6 million in 2010. Moreover, the average age of the population in the United States is increasing. According to the United States Bureau of the Census, the United States population over 50 years of age is expected to increase from 76.1 million in 2000 to 97.1 million in 2010. We believe the aging of the population is particularly important because it expands our target market for pre-need services and merchandise because older persons, especially those over 50 years of age, are most likely to make pre-need funeral and cemetery arrangements.

Highly Fragmented Industry

        The United States death care industry is estimated to have generated approximately $15 billion of revenue in 2003, of which small family-owned businesses represent approximately 80%. During most of the 1990s, there was a trend of family-owned businesses consolidating with larger organizations such as us. However, this trend slowed in the late 1990s, and the industry continues to be characterized by a large number of locally-owned, independent operations. There are approximately 22,000 funeral homes and 10,500 cemeteries in the United States. The market share of a single funeral home or cemetery in any community is a function of the name, reputation and location of that funeral home or cemetery, although competitive pricing, professional service and attention and well-maintained locations are also important. Customer families tend to choose a funeral home because it previously served their family and because of the funeral home's reputation, which must be developed over time. The three largest public operators in the death care industry in the United States, based on total revenue and number of locations, are Service Corporation International, Alderwoods Group and Stewart Enterprises, Inc., and we believe that these three companies collectively represent approximately 20% of funeral service revenues in the United States.

61



BUSINESS

Overview

        We are the second largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. As of March 26, 2005, we operated 645 funeral homes, 76 cemeteries and 63 combination funeral homes and cemeteries throughout North America. We provide funeral and cemetery services and products on both an at-need (time of death) and pre-need basis. In support of our pre-need business, we operate insurance subsidiaries that provide customers with a funding mechanism for the pre-arrangement of funerals.

        We are a holding company owning, directly or indirectly, the capital stock of approximately 212 subsidiaries through which the funeral, cemetery and insurance businesses are operated. Our principal executive office is located at 311 Elm Street, Suite 1000, Cincinnati, Ohio 45202. Under the plan of reorganization, Loewen International, as reorganized and renamed Alderwoods Group, Inc., succeeded to the business previously conducted by Loewen Group on the effective date.

        Since January 2, 2002, our new management team has focused on stabilizing core business operations and reducing debt while maintaining stable cash flow for operating purposes. We are focused on achieving improved levels of organic growth, engaging in strategic and targeted key market development to strengthen core operations, strengthening our balance sheet and working toward achieving our commitment of setting the industry standard for customer service, administration and financial management.

        Our operations are geographically diversified across 37 states, seven provinces in Canada and Puerto Rico. Consistent with our urban-based clustering strategy, we have a significant number of funeral homes and cemeteries located in Los Angeles, Chicago, New York City, Atlanta, Miami, Houston and Toronto. Our Rose Hills facility, located approximately 14 miles from downtown Los Angeles, is the largest single-location cemetery and funeral home combination facility in the United States. According to the United States Bureau of the Census, many of the metropolitan areas we serve have a large population over the age of 65, which represents a principal target market for our pre-need sales program as well as at-need sales. We have a pre-need sales program that builds future revenue and which we believe enhances future market share. In addition, we believe the implementation of our specialty retail and marketing approach has led to an increase in average revenue per call for at-need sales since 2002.

Our Strengths

Innovative, Customer-Focused Specialty Retail Platform

        We believe we are leading the industry by employing a specialty retail approach to merchandising and marketing. We use professionally designed, consistent marketing and merchandising materials and a uniform branding and marketing strategy. We have also developed a new approach to marketing our products and services at our locations through the introduction of our Alderwoods Rooms. The Alderwoods Room provides customer families with an open and comfortable environment in which to discuss arrangements to celebrate the life of their loved one. In this regard, the Alderwoods Room includes displays of merchandise in an accessible, pleasing retail environment that is less intimidating than the traditional display room, which is typically not customer friendly. Results to date indicate that this approach produces an increase in the amount of merchandise and services that customer families purchase on average as well as enhanced customer satisfaction. In addition, we have begun offering a full suite of related services designed to make arrangements simple and complete. Although this provides individual locations with a planned structure, individual operators are given flexibility in some areas to adapt the merchandising and marketing program to the needs of the specific community.

62



Established Market Positions in Key Metropolitan Areas

        We are the second largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. Our funeral homes averaged approximately 175 services per year in 2004 compared to the industry average of approximately 100 services per year. In addition, approximately 32% of our domestic properties are located in California, Florida, New York and Texas, which are the four states with the largest population over age 65, an age group that represents a large portion of our target market. In California, the state with the largest population over age 65, we operate Rose Hills, the largest single-location cemetery and funeral home combination facility in the United States, and the largest, single-location cemetery property in the United States. Rose Hills is located approximately 14 miles from downtown Los Angeles on approximately 1,400 acres of land. Rose Hills' strong brand name and competitive position generated over $79.0 million in revenue and over $29.5 million in EBITDA in fiscal 2004. In addition, Rose Hills performed over 5,100 funeral services and over 9,000 cemetery interments in fiscal 2004.

Efficient, Centralized Operating Structure

        We believe that our streamlined management organization and centralized operating structure enable us to realize significant cost savings over local operators. Our overhead expense has decreased significantly since January 2, 2002, largely a result of reengineering our administrative processes and reducing the size of our regional administration and management organization. Our corporate support centers provide services, such as purchasing, treasury management, accounting, information technology, legal, accounts receivable collection, marketing and human resources management. The centralization of our purchasing and merchandising functions has enabled us to obtain favorable pricing and terms on key products, such as caskets, urns, vaults, monuments and markers. Moreover, we have implemented a centralized advertising production initiative that we believe will significantly improve the consistency and quality of our marketing and merchandising materials. While we have centralized certain functions to allow for more efficient and cost-effective support, operational functions and management responsibility are retained at the locations to enable our customer-care employees to focus on the needs of their communities and customer families.

Effective Cash Management and Debt Reduction

        Since January 2, 2002, we have demonstrated the ability to generate stable cash flow and the willingness to repay debt with cash flow from operations, proceeds from asset sales and proceeds from the recovery of excess trust fund contributions. We have reduced debt from $831.2 million as of January 2, 2002 to $432.0 million as of March 26, 2005. We are further committed to deleveraging our business in the future. We have improved our ability to generate cash flow from operations by streamlining cost structures and focusing our business strategy toward improved selling of pre-need services and merchandise. We have generated approximately $153.3 million in net proceeds since January 2, 2002 by disposing of those locations and insurance operations identified for disposal as under-performing or not strategic to our plans. This process was substantially complete by the end of fiscal 2004. We have used the cash generated from these dispositions principally to repay debt.

Financially Sound Pre-need Contract Management

        We market funeral and cemetery merchandise and services and cemetery space on a pre-need basis through a staff of over 900 commissioned sales counselors. In fiscal 2003 and 2004, approximately 25% of services performed were derived from the conversion of pre-need services to at-need services. Pre-need contracts enable customer families to establish, in advance of the time of need, the type of service to be performed, the products to be used and the cost of such products and services in accordance with prices prevailing at the time the contract is signed. This enables customer families to eliminate making death care plans at the time of need and allows for input from other customer family

63



members before the death occurs. Sales of pre-need services and merchandise generate a revenue backlog and we believe aid in maintaining and growing our market share. As part of our reorganization, we altered our sales counselors' commission structure in order to emphasize contracts with positive cash flow and low cancellation rates as opposed to focusing solely on the number or value of contracts signed. For example, sales counselors are paid a higher commission on sales contracts that have larger down payments and shorter installment payment terms. We will continue to manage a pre-need sales program designed to enhance future revenue and facilitate market share growth while managing the cash flow impact of this program.

Prudent and Conservative Management of Our Trust and Insurance Investments

        Our investment portfolio consists of $637.3 million of trust investments, $245.8 million related to perpetual care trusts for cemeteries, and $257.9 million of insurance subsidiary investments under supervision as of March 26, 2005. We seek to maintain a conservative investment policy that is focused on the preservation of capital. Our investment portfolio's assets consist of cash and cash equivalents, fixed income securities (primarily "A" rated and above) and certain equity investments, primarily consisting of index-linked securities.

Unique Management Team

        We believe our management team is unique in the industry. We bring together an operations management team with many decades of experience in the death care industry and an executive team that possesses leadership experience in multi-unit retailing. We believe this combination brings new perspectives and a different way to approaching our business. Over the past two years, we have realigned our management and operation teams, breaking down barriers that traditionally separate support centers from field operations.

Business Strategy

Overview

        Since January 2, 2002, we have focused on optimizing our core business operations and reducing and refinancing debt, while maintaining stable cash flow for operating purposes. As of March 26, 2005, successful results of this strategy are evident in that we have:

    reduced debt outstanding by $399.2 million since January 2, 2002, from $831.2 million to $432.0 million;

    refinanced certain debt to eliminate refinancing risk, extend maturities and lower interest costs for 2005 to an estimated $30.0 million (projected using interest rates and debt levels in effect as of March 26, 2005 along with assumed amortization of existing deferred financial costs), a decrease of $55.0 million from $85.0 million for 2002;

    identified for disposal a number of businesses that did not fit into our market or business strategies (including 154 funeral, 89 cemetery and five combination locations and Security Plan Life Insurance in North America, including all 39 funeral locations in the United Kingdom);

    sold all locations identified for disposal other than 17 funeral, three cemetery and four combination locations, all of which were disposed of subsequent to March 26, 2005, aside from one cemetery;

    increased pre-need funeral and cemetery contracts written to $179.5 million and $86.8 million, respectively, an increase of $18.4 million and $9.1 million, respectively, from 2002; and

    resolved numerous reorganization issues and outstanding claims.

64


        Looking ahead to 2005, our strategic objectives are to:

    focus on organic growth to improve our revenues by growing the number of funeral services performed and increasing the average revenue per funeral service;

    continue to build a solid foundation to maintain market share and long-term volume growth by growing pre-need sales;

    continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit our strategy and support our initiatives to grow revenue, and where appropriate, consider acquisitions and construction of new locations, focusing on constructing new funeral homes on existing cemetery locations; and

    continue to improve our financial condition.

Key Strategies

        Our business strategy is to improve and expand our operations internally and to strengthen our financial performance by improving cash flows and profitability and deleveraging our balance sheet. Key elements of our business strategy are:

        Organic Growth.    Our continued focus on our core businesses will be directed toward improved levels of organic growth. We will focus on three key areas—growth in number of funeral services, average revenue per funeral service and financially prudent growth in pre-need sales—to enhance future market share.

        We experienced a decline in the number of funeral services performed during 2004. To address this decline, we plan to invest an additional $7-10 million into programs in 2005 that will reposition our operations to support future growth. For 2005, we have already implemented an expanded field management structure to increase the number of market managers and thus the amount of time market managers have available to spend coaching employees at the locations. Additional programs include increased spending on training and recruitment support, facility improvements, advertising and pre-need sales.

        We plan to initiate market awareness programs in target test markets that afford the highest growth potential for the investment. We will invest in advertising and promotion, community relations and pre-need sales. Results from these test markets will be used to support our future marketing expenditures that are expected to enhance revenue-creation opportunities.

        We are improving our retailing strategies, primarily for at-need customers, which are expected to increase average revenue per service. The strategy involves creating a comfortable retail environment for the customer families that includes service and product information, a well lit display room and more merchandise choices. We are currently rolling out standardized merchandise display layouts and pricing presentation in our merchandise selection rooms at our funeral homes. We have rolled out this merchandising strategy in 234 locations as of the end of 2004 and expect to implement it in a further 110 locations in 2005.

        We have a strong pre-need sales program that is designed to build future revenue, develop market share growth and enhance market awareness. We are careful to manage cash flow and expense impacts of the pre-need sales program. In an effort to build on this program, we tested a more aggressive pre-need sales program in seven markets in 2004. The test markets generally achieved stronger pre-need sales growth in 2004. We are revising portions of the program and expanding the test to an additional 10 markets for 2005. If successful, full roll-out over all markets is expected to occur over the next two years. The program involves recruitment of additional sales professionals and a new training program for counselors and managers to support these efforts. In addition, the program involves closer integration of market advertising efforts with the pre-need sales program.

65



        Industry data shows that cremation continues to be an increasing choice of many consumers. This shift away from the traditional funeral service appears indicative of the changing demographics of society, the increased mobility of the population and the change in view towards memorialization alternatives. This shift may negatively impact our revenues; however, we plan to offer families of cremation customers a larger variety of goods and services, primarily by emphasizing these in our Alderwoods Rooms.

        Cultural Transformation.    We believe we have made progress in developing a culture supporting outstanding customer service, strong community relations, excellence in administration and strong financial management. We are satisfied with the progress made to date. However, management is committed to setting the industry standards for customer service, community involvement, administration and financial management. We are taking steps to achieve this goal, which include implementing tools to assist in the consistent assessment of the performance of individuals and expansion of training programs for customer and community service and local management skills.

        Market Rationalization and Development.    For the past three years, we have been engaged in a strategic market rationalization program to dispose of operating locations that were under-performing or did not fit into our market or business strategies. This program is complete. On a smaller scale and over time, we will continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit in our strategy.

        In addition, we plan to commence strategic initiatives to improve our revenue growth. This is expected to be accomplished through, among other things, strategic and targeted key market development, in line with our operating philosophy and financial goals. We expect such controlled growth to help strengthen our core operations, enabling us to realize further synergies and operating efficiencies.

        Market development may include tactics such as acquisition of local competitors, moving locations, closing smaller locations and developing more combination operating locations to provide enhanced, seamless service to customers. We have identified combination opportunities within our underlying base of operating locations and expect to develop five to seven of these locations annually for the next two to three years.

        Improve Our Balance Sheet.    We successfully reduced our debt level by approximately 44% during our first three years of operations under our new management team. This reduction came from the generation of operating cash flow, the sale of non-strategic operating locations and real estate, the recovery of excess trust fund contributions and improvements in working capital levels. In addition, we successfully refinanced certain of our debt, effectively reducing interest costs. We intend to continue to reduce debt during fiscal 2005.

        We expect cash flow from operations to be adequate to maintain existing operations and capital needs, allowing some excess to be used to fund our growth strategies and further reduce debt. Subsequent to March 26, 2005, we completed the sale of our remaining discontinued locations, aside from one cemetery, for proceeds of approximately $6.0 million. In addition, we expect that the proceeds from our sale of the remaining assets held for sale, including real estate, will be approximately $12.0 million, which proceeds will be used to further reduce long-term debt. Moreover, although the efforts to withdraw excess contributions and unwithdrawn earnings from trusts are substantially complete, we will continue our efforts to identify and withdraw such funds.

Business Operations

        Our segments primarily consist of the funeral and cemetery activities. Our segments also include an insurance business in support of our funeral business. Within our segments, we maintain a regional operating structure for the funeral and cemetery business that is organized into multiple geographic

66



regions in the United States and Canada. For certain financial information by segment and geographic area, see "Management's Discussion and Analysis of Financial Condition and Results of Operations," Note 7 to our unaudited interim consolidated financial statements and Note 17 to our audited annual consolidated financial statements. Funeral operations constituted approximately 66% of our consolidated revenue for 2004, compared to approximately 68% for 2003, and approximately 70% for 2002. Cemetery operations constituted approximately 23% of our consolidated revenue for 2004, 2003 and 2002. Insurance operations constituted approximately 11% of our consolidated revenue for 2004, as compared to approximately 9% for 2003, and approximately 8% for 2002.

        Funeral Operations.    Our funeral operations encompass making funeral and cremation arrangements on an at-need or pre-need basis. Our funeral operations offer a full range of funeral services, including the collection of remains, registration of death, professional embalming, use of funeral home facilities, sale of caskets and other merchandise and transportation to a place of worship, funeral chapel, cemetery or crematorium. Our funeral operations generally experience higher volumes in the winter months, primarily due to higher incidence of deaths, as a result of illnesses brought on by cold weather.

        Amounts paid for funeral services are recorded as revenue at the time the service is performed. Payments made for pre-need funeral contracts are either placed in trust or are used on behalf of the purchaser of the pre-need contract to pay premiums on life insurance polices, under which we are designated as the beneficiary. Realized earnings on funeral trust funds and related expenses of the trusts are recognized in other expense (income). Typically, an offsetting accretion expense for the non-controlling interest in the trusts is included as interest expenses in other expense (income). At the date of performing a pre-need funeral service, the original contract amount, together with related accrued net earnings from trust and increased insurance benefits, is recorded as funeral revenue. Selling costs related to the sale of pre-need funeral contracts are expensed in the period incurred.

        Cemetery Operations.    Our cemetery operations assist families in making burial arrangements and offer a complete line of cemetery products (including a selection of burial spaces, burial vaults, lawn crypts, caskets, memorials, niches and mausoleum crypts), the opening and closing of graves and cremation services.

        Provided certain collectibility criteria are met, pre-need cemetery interment right sales of developed cemetery property are deferred until a minimum of 10% of the sales price has been collected, while pre-need cemetery interment right sales of undeveloped cemetery property are deferred and revenue is recognized on a percentage of completion basis as a cemetery property is developed. Pre-need sales of cemetery merchandise or services are deferred until the delivery of such merchandise or performance of such services occurs.

        Pursuant to various state and provincial laws, a portion of the proceeds from the sale of pre-need merchandise and services may also be required to be paid into trusts, which are included in pre-need cemetery receivables and trust investments in our interim unaudited consolidated financial statements and our annual consolidated financial statements. Realized earnings on merchandise and services trust funds and related expenses of the trusts are recognized in other expense (income). Typically, an offsetting accretion expense for the non-controlling interest in the trusts is included as interest expense in other expense (income). The net amount of realized earnings on merchandise and service trust funds is recorded as cemetery revenue when the merchandise is delivered and service performed. Selling costs related to the sale of pre-need cemetery internment rights, merchandise and services are expensed in the period incurred.

        Pursuant to various state and provincial laws, we provide for the long-term maintenance of our cemetery properties by placing a portion, typically 10% to 15%, of the proceeds from the sale of internment rights into a perpetual care trust fund (those amounts are generally contributed to trust when the contract is fully paid). As allowed by these laws, the annual income earned on those funds is

67



used to partially offset the maintenance costs of operating the cemeteries. As of March 26, 2005, our continuing operations of cemeteries had approximately $245.8 million of cemetery perpetual care trust investments.

        Combined Funeral and Cemetery Operations.    We operate 63 combination funeral homes and cemeteries in which a funeral operation is physically located within or adjoining a cemetery operation. Our combination operations allow synergies between funeral and cemetery sales, and reduction in personnel, equipment and other costs. In addition, customer families are provided with the convenience of a single location to purchase funeral and cemetery services and merchandise.

        Insurance Operations.    We operate two insurance subsidiaries licensed in a total of 35 states. These insurance subsidiaries sell a variety of insurance products, primarily for the funding of pre-need funerals.

        Discontinued Operations.    Over the previous three fiscal years, we engaged in a strategic market rationalization assessment to identify and dispose of cemetery and funeral operating locations that did not fit into our market or business strategies, as well as under-performing locations and excess cemetery land. The program to identify cemetery and funeral operating locations for disposal is complete. We will, on a smaller scale and over time, continue to assess our portfolio of funeral and cemetery locations to ensure they continue to fit in our strategy. Once a property is added to the disposal list, we expect to complete the sale within one year. As of March 26, 2005, we had 17 funeral, three cemetery and four combination locations, which had not been sold within one year of being added to the list. Subsequent to March 26, 2005, we completed the sale of all of the above locations aside from one cemetery location.

        During 2004, 2003 and 2002, we identified 154 funeral, 89 cemetery and five combination locations for disposal. The funeral locations included all 39 funeral locations in the United Kingdom, which were sold on October 20, 2003.

        During 2003, we identified Security Plan Life Insurance Company, our wholly-owned home service insurance company, as a non-strategic asset, because it was not part of our pre-need funeral sales efforts. Our continuing insurance operations include Mayflower National Life Insurance Company and National Capital Life Insurance Company, our wholly-owned pre-need life insurance companies. On June 17, 2004, we announced the signing of an agreement by our subsidiary, Mayflower National Life Insurance Company, to sell all the outstanding shares of Security Plan Life Insurance Company for $85.0 million. The sale concluded in October 1, 2004. After payment of applicable taxes and expenses and the recapitalization of Mayflower National Life Insurance Company, we utilized $65.0 million of the proceeds to further reduce long-term debt. We recorded a pre-tax gain on the sale of $16.0 million.

        We have classified all the locations identified for disposal as assets held for sale in the consolidated balance sheets and recorded any related operating results, long-lived asset impairment provisions, and gains or losses recorded on disposition as income from discontinued operations. We have also reclassified the prior periods to reflect any comparative amounts on a similar basis.

Death Care Industry

Number of deaths

        There is an inevitable need for the products and services the death care industry offers. According to the United States Bureau of the Census, the number of deaths per year in the United States is expected to increase from approximately 2.4 million in 2003 to 2.6 million in 2010. Moreover, the average age of the population in the United States is increasing. According to the United States Bureau of the Census, the United States population over 50 years of age is expected to increase from 76.1 million in 2000 to 97.1 million in 2010. We believe that the aging of the population is particularly

68



important because it expands our target market for pre-need services and merchandise as older persons, especially those over 50 years of age, are most likely to make pre-need funeral and cemetery arrangements.

Competition

        The funeral service industry in the United States is highly fragmented, consisting primarily of small, family-owned businesses. There are approximately 22,000 funeral homes and 10,500 cemeteries in the United States. The three largest public operators of funeral homes and cemeteries in the United States are Service Corporation International, Alderwoods Group and Stewart Enterprises, Inc., and we believe that these three companies collectively represent approximately 20% of death care revenues in the United States. Our competition in the markets in which we operate generally arise from one or more of the above public operators in addition to independent operators of funeral homes and cemeteries for at-need and pre-need business. The market share of a single funeral home or cemetery in any community is a function of the name, reputation and location of that funeral home or cemetery, although competitive pricing, professional service and attention and well-maintained locations are also important. Gains or losses in market share within a community are usually realized over a number of years, although losses in market share may occur in a shorter time frame.

Cremation

        Substantially all of our funeral homes provide basic cremation services through Company-owned or third party crematories, and we have proprietary programs designed to provide a full range of merchandise and services to families choosing cremation. In 2004, cremations accounted for approximately 35% of all funeral services performed by us, compared to approximately 34% in 2003 and 33% in 2002. According to the latest industry studies available, cremations increased by approximately 1% annually from 1997 to 2003, as a percentage of all funeral services in the United States, and, in 2003, accounted for approximately 29% of all funeral services performed in the United States. This trend of increasing cremations is expected to continue into the future.

Regulation

        The funeral service and cemetery industry is regulated primarily on a state and provincial basis, with a vast majority of jurisdictions requiring licensing and supervision of individuals who provide funeral-related services. Most jurisdictions also regulate the sale of pre-need services and the administration of any resulting trusts or insurance contracts. The laws and regulations are complex, are subject to interpretation by regulators, vary from jurisdiction to jurisdiction and are subject to change from time to time. Non-compliance with these regulations can result in fines or suspension of licenses required to sell pre-need services and merchandise. In addition, concerns regarding lack of competition have led a few jurisdictions to enact legislation restricting the common ownership of funeral homes, cemeteries and related operations within a specific geographic region.

        Our operations in the United States must also comply with federal legislation, including the laws administered by the Occupational Safety and Health Administration, the Americans with Disabilities Act and the Federal Trade Commission, referred to in this prospectus as the "FTC." The FTC administers the Trade Regulation Rule on Funeral Industry Practices, the purpose of which is to prevent unfair or deceptive acts or practices in connection with the provision of funeral goods or services. Certain regulatory requirements also exist in Canada.

        Our operations are subject to numerous environmental laws, regulations and guidelines adopted by various governmental authorities in the jurisdictions in which we operate. On a continuing basis, our business practices are designed to assess and evaluate environmental risk and, when necessary, conduct

69



appropriate corrective measures. Liabilities are recorded when known or considered probable and reasonably estimable. Actual environmental liabilities could differ significantly from our estimates.

        Our insurance subsidiaries are subject to regulation by the states in which they are domiciled and the states in which their products are sold.

        We believe that we comply in all material respects with the provisions of the laws and regulations under which we operate.

Employees

        As of February 26, 2005, we employed approximately 8,500 people, with approximately 550 people employed at the executive and administrative offices in Cincinnati, Ohio, Toronto, Ontario and Burnaby, British Columbia. We believe that relationships with employees are good. As of February 26, 2005, approximately 180 of our employees were members of collective bargaining units.

Properties

        Our properties consist primarily of funeral homes and cemeteries. Of our 648 funeral homes as of January 1, 2005, 67 were leased facilities and the balance were owned by us. In some cases, we have a right of first refusal and/or an option to purchase its leased premises. Of the funeral, cemetery and combination locations owned by us, 365 properties in the United States are pledged through mortgages as security for our senior secured credit facility. In addition, 22 funeral homes are pledged through mortgages as security for other debt. As of January 1, 2005, there were 543 funeral homes located in the United States and 105 in Canada.

        As of January 1, 2005, we operated 63 combination funeral homes and cemeteries, of which 60 were located in the United States and three in Canada and of which two funeral homes were leased and the balance were owned by us.

        As of January 1, 2005, we operated or provided management and sales services pursuant to various management and sales agreements to 76 cemeteries located in the United States and three in Canada. The cemeteries (including those in combination funeral homes and cemeteries) operated by us as of January 1, 2005 contained an aggregate of approximately 9,000 acres, of which approximately 61% were developed.

        Our office in Cincinnati, Ohio occupies approximately 21,000 square feet of leased office space. Our office in Toronto, Ontario occupies approximately 29,000 square feet of owned office space. Our office in Burnaby, British Columbia occupies approximately 72,000 square feet of leased office space. Our office in Burnaby, British Columbia will be relocating in 2005 to a new leased office space of approximately 67,000 square feet.

        Our facilities are well-maintained and kept in good condition, which, management believes, meets the standards required for the nature of our business.

70



Continuing and Discontinued Locations

        Our number of continuing and discontinued locations by country, state and province as of March 26, 2005, and the overall totals as of March 26, 2005 and January 1, 2005, are summarized in the table below.

 
  Number of Continuing Operations Locations
  Number of Discontinued Operations Locations
   
   
   
 
  Total Number of Locations
Country, State / Province

  Funeral
  Cemetery
  Combination
  Funeral
  Cemetery
  Combination
  Funeral
  Cemetery
  Combination
Canada                                    
British Columbia   17     1         17     1
Alberta   11             11    
Saskatchewan   23             23    
Manitoba   3   1   2         3   1   2
Ontario   22             22    
Quebec   17             17    
Nova Scotia   10             10    
   
 
 
 
 
 
 
 
 
Total Canadian   103   1   3         103   1   3

United States

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Alabama   8     1         8     1
Alaska   3             3    
Arizona   5     1         5     1
Arkansas   3             3    
California   46   1   7         46   1   7
Colorado   3   1   1         3   1   1
Connecticut   3             3    
Florida   32   5   8   13   2   2   44   7   10
Georgia   24   6   5         24   6   5
Idaho   4   1           4   1  
Illinois   6   16   3         6   16   3
Indiana   16   4   1         16   4   1
Kansas   7             7    
Kentucky   1             1    
Louisiana   22   2           22   2  
Maryland   2             2    
Massachusetts   13             13    
Michigan   12             12    
Minnesota   9   1   1         9   1   1
Mississippi   21   1   3   1       22   1   3
Montana   4             4    
Nevada   2     1         2     1
New Hampshire   4             4    
New Mexico   5             5    
New York   38   1           38   1  
North Carolina   26   8   3         26   8   3
Ohio   16   4   1         16   4   1
Oklahoma   18   1   1         18   1   1
Oregon   18   1   3         18   1   3
Pennsylvania   6             6    
Rhode Island   3             3    
South Carolina   6   5   2         6   5   2
Tennessee   31   2   5         31   2   5
Texas   60   4   4   3   1   2   63   5   6
Virginia   22             22    
Washington   21   3   3         21   3   3
West Virginia   3             3    
Puerto Rico   3   5   2         3   5   2
   
 
 
 
 
 
 
 
 
Total United States   526   72   56   17   3   4   542   75   60
   
 
 
 
 
 
 
 
 
Overall total, March 26, 2005   629   73   59   17   3   4   645   76   63
   
 
 
 
 
 
 
 
 
Overall total, January 1, 2005   630   73   59   18   6   4   648   79   63
   
 
 
 
 
 
 
 
 

71


Predecessor Overview

        From the inception of Loewen Group in 1985 until the last half of 1998, Loewen Group's business philosophy centered on a growth strategy in the funeral home and cemetery businesses. Beginning in the second half of 1998, in light of negative cash flow from its businesses and increasing difficulties in meeting its debt service obligations, Loewen Group virtually ceased its acquisition program. During the last quarter of 1998, Loewen Group began attempting to sell various operations. As of March 31, 1999, Loewen Group's consolidated balance sheet reflected approximately $2.1 billion of long-term debt (of which approximately $742.2 million was due currently) and approximately $48.8 million of other current debt.

        On June 1, 1999, referred to in this prospectus as the "petition date," Loewen Group, approximately 850 United States subsidiaries of Loewen Group (including Loewen International) and one foreign subsidiary of Loewen Group each voluntarily filed a petition for creditor protection under Chapter 11 in the United States Bankruptcy Court for the District of Delaware, referred to in this prospectus as the "Bankruptcy Court." Concurrent with the Chapter 11 filing, Loewen Group and 117 of its Canadian subsidiaries filed for creditor protection under the CCAA with the Ontario Superior Court of Justice, referred to in this prospectus as the "Canadian Court." Subsequent to the petition date, five additional subsidiaries of Loewen Group voluntarily filed petitions for creditor protection and 41 subsidiaries were voluntarily deleted. The Loewen Companies' insurance, United Kingdom and certain funeral and cemetery subsidiaries were excluded from the Chapter 11 and CCAA filings.

        The Bankruptcy Court confirmed the plan of reorganization on December 5, 2001, the Canadian Court recognized the plan of reorganization on December 7, 2001, and the plan of reorganization became effective on January 2, 2002.

        Pursuant to the plan of reorganization, the following transactions, among other things, were completed on the effective date:

    Loewen Group ceased to have any employees, meaningful assets or operations;

    Loewen Group's ownership of Loewen International was cancelled, and Loewen International thereupon ceased to be affiliated with Loewen Group;

    Loewen International (renamed Alderwoods Group, Inc.) succeeded to the business previously conducted by Loewen Group; and

    A new board of directors was selected for us.

Legal Proceedings

        We are party to legal proceedings in the ordinary course of business, but do not expect the outcome of any proceedings, individually or in the aggregate, to have a material adverse effect on our financial position, results of operations or liquidity.

72



MANAGEMENT

Executive Officers and Directors

        The following table lists our executive officers and directors, their ages, and their positions as of May 1, 2005:

Name

  Age
  Position
John S. Lacey   62   Chairman of the Board and Director
Paul A. Houston   56   Director, President and Chief Executive Officer
Kenneth A. Sloan   55   Executive Vice President, Chief Financial Officer
Ross S. Caradonna   54   Executive Vice President, Chief Information Officer
Ellen Neeman   54   Senior Vice President, Legal & Compliance, Corporate Secretary
Richard J. Scully   46   Senior Vice President, Sales & Marketing
Aaron Shipper   52   Senior Vice President, Advance Planning and President of Mayflower Life Insurance Company
Mark W. H. Wilson   34   Senior Vice President, Human Resources
Lloyd E. Campbell   47   Director
Anthony G. Eames   61   Director
Charles M. Elson   45   Director
David R. Hilty   36   Director
Olivia F. Kirtley   54   Director
William R. Riedl   64   Director
W. MacDonald Snow, Jr.   65   Director

        John S. Lacey became the Chairman of the Board of Directors of Alderwoods Group on January 2, 2002. From January 1999 to January 2002, Mr. Lacey was the Chairman of the Board of Directors of Loewen Group. In December 1998, Mr. Lacey became a director of Loewen Group. From July 1998 to November 1998, Mr. Lacey was President and Chief Executive Officer of The Oshawa Group Ltd., a marketer of food and pharmaceutical products, in Toronto, Ontario. From November 1996 to July 1998, Mr. Lacey was President and Chief Executive Officer of WIC Western International Communications Inc., a private broadcaster, in Vancouver, British Columbia. Mr. Lacey is also a director of Telus Corporation, Western Forest Products, Canadian Tire Corporation, Limited and the Canadian Imperial Bank of Commerce.

        Paul A. Houston became a director and President and Chief Executive Officer of Alderwoods Group on January 2, 2002. From December 1999 to January 2002, Mr. Houston was President and Chief Executive Officer of Loewen Group and President of Loewen International. Additionally, Mr. Houston served as a director of Loewen Group from June 1999 to January 2002. From August 1996 to October 1999, Mr. Houston was President and Chief Executive Officer of Scott's Restaurants Inc., a quick service food company. Mr. Houston is also a director of CFM Corporation.

        Kenneth A. Sloan became Executive Vice President, Chief Financial Officer of Alderwoods Group on January 22, 2003. From January 2, 2002, to January 21, 2003, Mr. Sloan was Senior Vice President, Chief Financial Officer of Alderwoods Group. From November 2000 to January 2002, Mr. Sloan was Senior Vice President, Chief Financial Officer of Loewen Group and of Loewen International. From September 1987 to September 2000, Mr. Sloan served as Senior Executive Vice President, Finance and Planning and Chief Financial Officer of Shoppers Drug Mart Ltd., an operator of drug stores.

        Ross S. Caradonna became Executive Vice President and Chief Information Officer of Alderwoods Group on January 22, 2003. From September 2002 to January 21, 2003, Mr. Caradonna was Senior Vice President, Chief Information Officer of Alderwoods Group. From September 2001 to September 2002, Mr. Caradonna served as Senior Vice President and Chief Information Officer of

73



Sobey's Inc., a grocery retailer and distributor. From October 2000 to July 2001, Mr. Caradonna was a Senior Retail Consultant with Karabus Management. From June 1991 to September 2000, Mr. Caradonna served as Senior Vice President and Chief Information Officer of Scott's Hospitality Inc., an international consumer service company.

        Ellen Neeman became Senior Vice President, Legal & Compliance, Corporate Secretary of Alderwoods Group in June 2002. From May 2001 to January 2002, Ms. Neeman was Vice President & Corporate Secretary for 724 Solutions, Inc., a provider of Internet infrastructure software. From March 2000 to April 2001, Ms. Neeman was Vice President & Corporate Secretary for Geac Computer Corporation Limited, a software provider. From March 1997 to January 2000, Ms. Neeman was Senior Vice President, General Counsel & Corporate Secretary for UniHost Corporation, a company engaged in hotel ownership, franchising and management businesses.

        Richard J. Scully became Senior Vice President, Sales and Marketing of Alderwoods Group in January 2003. From June 2001 to January 2003, Mr. Scully was Vice President, Sales and Marketing of Alderwoods Group. From 2000 to June 2001, Mr. Scully served as Director, E-Commerce of Tucows International Corp., an internet channel management company. From 1998 to 2000, Mr. Scully was Director, Knowledge Management at Glaxowellcome Canada Inc., a pharmaceutical manufacturing and marketing company.

        Aaron Shipper became President of Mayflower National Life Insurance Company in November 2001, which position he still retains, and was appointed Senior Vice President, Advanced Planning of Alderwoods Group in October 2004. From August 1995 to October 2001, Mr. Shipper was Vice President of Marketing for Loewen Group International, Inc.

        Mark W. H. Wilson became Senior Vice President, Human Resources of Alderwoods Group in March 2005. From March 2003 to March 2005, Mr. Wilson was Vice President, Human Resources of Alderwoods Group. From 1997 to March 2003, Mr. Wilson served as Vice President, Human Resources of Priszm Brands, a quick service food company founded through the merger of Tricon Canada and Scott's Restaurants. Prior to that, Mr. Wilson worked at Rogers Wireless/Cantel, Canada's largest wireless voice and data communications services provider, in a number of progressively more senior human resources roles.

        Lloyd E. Campbell became a director of Alderwoods Group on January 2, 2002. Mr. Campbell became the Managing Director and Group Head of the Private Placement Group at Rothschild Inc., an investment bank, in June 2001. Prior to joining Rothschild, Mr. Campbell was a Managing Director and Head of the Private Finance Group at Credit Suisse First Boston, an investment bank from August 1986 through March 2001. He is also a director of Spartech Corporation.

        Anthony G. Eames became a director of Alderwoods Group on January 2, 2002. Mr. Eames has been the President and Chief Executive Officer of A.G. Eames Consulting since January 2001. From 1987 to 2001, Mr. Eames served as the President and Chief Executive Officer of Coca-Cola Ltd., the Canadian subsidiary of The Coca-Cola Company, a manufacturer, distributor and marketer of soft drink concentrates and syrups. Mr. Eames also currently serves as Vice-President of the Canadian Special Olympics Foundation, President of Tony & Robin Eames Family Foundation and the Vice Chairman of Tennis Canada.

        Charles M. Elson became a director of the Alderwoods Group on January 2, 2002. Mr. Elson has been the Edgar S. Woolard, Jr. Chair in Corporate Governance and the Director of the Weinberg Center for Corporate Governance at the University of Delaware since August 2000, and Of Counsel to Holland & Knight LLP, a law firm, since May 1995. From 1990 until 2001, Mr. Elson was Professor of Law at Stetson University College of Law. Mr. Elson is also a director of Autozone, Inc. and HealthSouth Corporation.

74



        David R. Hilty became a director of Alderwoods Group on January 2, 2002. Mr. Hilty has served in various capacities with the investment bank of Houlihan Lokey Howard & Zukin since 1990, becoming a Vice President in 1997, Senior Vice President in 1999 and a Director in 2000. He is currently a Managing Director and the Co-Head of Financial Restructuring of Houlihan Lokey Howard & Zukin in New York. Mr. Hilty is also a director of Cypress Financial Holdings Corp.

        Olivia F. Kirtley became a director of Alderwoods Group on January 2, 2002. Ms. Kirtley is a Certified Public Accountant and Business Consultant. From 1998 to 1999, Ms. Kirtley served as Chair of the Board for the American Institute of Certified Public Accountants. From 1991 to 2000, Ms. Kirtley held the positions of Vice President and Chief Financial Officer of Vermont American Corporation, an international manufacturer and marketer of power tool accessories. Ms. Kirtley also serves as a director of Lancer Corporation, Res-Care, Inc. and Papa John's International, Inc. Ms. Kirtley currently serves as Chairman of the Board of Delta Dental Plan of Kentucky, Inc. and The Community Foundation of Louisville.

        William R. Riedl became a director of Alderwoods Group on January 2, 2002. From December 1998 to January 2002, Mr. Riedl was a director of Loewen Group. From April 1991 until September 1991, Mr. Riedl was the Chief Financial Officer of Fairvest Securities Corporation, a stock brokerage firm that specialized in matters of corporate governance and shareholder rights, and from October 1991 until his retirement in December 2000, Mr. Riedl served as the President, Chief Financial Officer and Chairman of the Board of Fairvest Securities Corporation.

        W. MacDonald Snow, Jr. became a director of Alderwoods Group on January 2, 2002. Mr. Snow held various positions with Prudential Insurance Company of America, a securities broker and investment advisor, from 1964 until his retirement in 1996, becoming Chief Credit Policy Officer and Chief of Staff, Private Placement Group in 1991 and Strategic Planning Officer in 1994.

75


Executive Compensation

        The discussion contained in this section sets forth compensation earned during each of the last three fiscal years by the person who served as our chief executive officer during fiscal 2004 and our four most highly compensated executive officers, other than the person who served as our chief executive officer, who served as our executive officers at the end of fiscal 2004, collectively referred to in this prospectus as the "named executive officers."

 
   
   
   
   
  Long-Term
Compensation

   
 
 
   
  Annual Compensation (1)
  Awards
   
 
Name and Principal Position

  Fiscal
Year

  Salary ($)
  Bonus ($)(2)
  Other Annual
Compensation
($)

  Securities
Underlying
Options (#)

  All Other
Compensation ($)

 

John S. Lacey
    Chairman of the Board
 

 

2004
2003
2002

 

405,000
505,000
507,809

 

405,000
505,000
3,153,223

 

20,659
19,966
17,976

(3)
(5)
(6)


200,000
745,000

 

5,963


(4)


Paul A. Houston
    President and Chief Executive Officer
 

 

2004
2003
2002

 

705,000
665,000
646,473

 

705,000
665,000
1,658,611

 

21,210
19,976
17,866

(7)
(8)
(9)


200,000
795,000

 

5,963
5,173
4,299

(4)
(4)
(4)

Kenneth A. Sloan(10)
    Executive Vice President, Chief
    Financial Officer

 

2004
2003
2002

 

315,689
288,727
274,302

 

327,038
285,860
270,005

 

12,531
12,296
9,018

(11)
(12)
(13)


150,000
195,000

 

5,963
5,173
4,299

(4)
(4)
(4)

Ross S. Caradonna(14)
    Executive Vice President, Chief
    Information Officer

 

2004
2003
2002

 

222,418
205,231
54,273

 

228,808
204,536
120,793

 

12,856
12,436
2,209

(15)
(16)
(17)


150,000
75,000

 

5,963
5,173
1,396

(4)
(4)
(4)

Aaron Shipper(18)
    Senior Vice President, Advance
    Planning and President of Mayflower
    National Insurance Company

 

2004
2003
2002
 

 

189,673
178,500
176,593
 

 

174,691
49,500
15,000
 

 

8,723
8,400
8,400
 

(19)
(19)
(19)


30,000
80,000
 

 

3,801
3,600
18,183
 

(4)
(4)
(20)

(1)
The employment agreements of the named executive officers reflect compensation amounts in U.S. dollars. Actual payments under the employment agreements are made to the named executive officers in Canadian dollars at then applicable exchange rates with the exception of Mr. Aaron Shipper whose payments are made entirely in U.S. funds. Amounts shown in this compensation table for fiscal 2004 and 2003 reflect the U.S. dollar compensation amounts specified in the respective employment agreements of the named executive officers. Amounts shown for fiscal 2002 for each of the named executive officers other than Mr. Shipper reflect the Canadian dollar amounts actually paid to such named executive officer, converted to their equivalent value in U.S. dollars using an exchange rate of $1.00 US = $1.57 Canadian. The amounts set forth in this compensation table for the named executive officers for 2002 other than Mr. Shipper differ from those reflected in their respective employment agreements because payments under the employment agreements reflecting compensation in U.S. dollars were made periodically in Canadian dollars at then-applicable exchange rates and for such year the amounts shown were converted based on the total Canadian dollar amounts actually paid converted to U.S. dollars based on a single exchange rate.

(2)
Bonuses shown for 2004 and 2003 consist of annual incentive bonuses that were earned in that fiscal year, but paid in the following year. In 2004, Mr. Shipper also received a bonus payment of $105,000 upon the closing of the sale of Security Plan Life Insurance Company in October 2004. The 2002 bonuses for Messrs. Lacey, Houston and Sloan consist of bonuses paid pursuant to the Key Employee Retention Program of Loewen Group and discretionary bonuses earned for 2002 but paid in the following year. The bonuses paid pursuant to the Key Employee Retention

76


    Program of Loewen Group and discretionary bonuses earned for 2002 but paid in the following year. The bonuses paid pursuant to the Key Employee Retention Program of Loewen Group represent a percentage of annual salary, ranging from 10% to 50%. For Merssrs. Lacy and Houston, the amounts were paid 100% in cash. For Mr. Sloan, the bonus paid under the Key Employee Retention Program was paid 50% in cash and 50% in common stock. In 2002, Mr. Sloan received his bonuses in two payments. The first, representing one-third of the amount payable, was made in February 2002 and the second, representing the remaining two-thirds of the award, was made in July 2002. In 2002, the common stock received by Mr. Sloan was valued at its fair market value in February 2002 at $13.23 per share. The common stock received by Mr. Sloan in the July 2002 payment continued to be valued at $13.23 per share, although the fair market value of the common stock at the time of the second payment was $7.15 per share. Mr. Caradonna's bonus for 2002 consists of sign-on compensation, which he received upon joining us, and a discretionary bonus earned for 2002 but paid in the following year.

(3)
Consists of car allowance ($12,000), taxable benefit on company paid automobile operating expenses ($3,389), club membership ($2,500) and maximum allowance for executive health reimbursement ($2,770).

(4)
Consists of contributions to our group registered retirement savings plan or 401(k) plan.

(5)
Consists of car allowance ($12,000), taxable benefit on company paid automobile operating expenses ($2,897), club membership ($2,500) and maximum allowance for executive health reimbursement ($2,569).

(6)
Consists of car allowance ($12,172), taxable benefit on company paid automobile operating expenses ($2,348), club membership ($2,536) and maximum allowance for executive health reimbursement ($920).

(7)
Consists of car allowance ($12,000), taxable benefit on company paid automobile operating expenses ($3,940), club membership ($2,500) and maximum allowance for executive health reimbursement ($2,770).

(8)
Consists of car allowance ($12,000), taxable benefit on company paid automobile operating expenses ($2,907), club membership ($2,500) and maximum allowance for executive health reimbursement ($2,569).

(9)
Consists of car allowance ($12,172), taxable benefit on company paid automobile operating expenses ($2,238), club membership ($2,536) and maximum allowance for executive health reimbursement ($920).

(10)
Mr. Sloan became an Executive Vice President in January 2003.

(11)
Consists of car allowance ($7,200), taxable benefit on company paid automobile expenses ($1,561), club membership ($1,000) and maximum allowance for executive health reimbursement ($2,770).

(12)
Consists of car allowance ($7,200), taxable benefit on company paid automobile expenses ($1,527), club membership ($1,000) and maximum allowance for executive health reimbursement ($2,569).

(13)
Consists of car allowance ($6,808), taxable benefit on company paid automobile expenses ($1,290) and maximum allowance for executive health reimbursement ($920).

(14)
Mr. Caradonna was appointed as our Senior Vice President and Chief Information Officer in October 2002. He became an Executive Vice President in January 2003.

(15)
Consists of car allowance ($7,200), taxable benefit on company paid automobile operating expenses ($1,886), club membership ($1,000) and executive health reimbursement ($2,770).

77


(16)
Consists of car allowance ($7,200), taxable benefit on company paid automobile operating expenses ($1,667), club membership ($1,000) and maximum allowance for executive health reimbursement ($2,569).

(17)
Consists of car allowance ($1,814), taxable benefit on company paid automobile operating expenses ($160) and maximum allowance for executive health reimbursement ($235).

(18)
In 2001, Mr. Shipper was appointed as President of Mayflower National Insurance Company Inc., which position he continues to hold and was appointed Senior Vice President, Advanced Planning, on October 1, 2004.

(19)
Consists of car allowance.

(20)
Consists of contributions to our 401(k) plan ($3,600) and moving allowance ($14,583).

Compensation Pursuant to Stock Options

        No stock options were granted by us during fiscal 2004 to the named executive officers.

Option Exercises During Fiscal 2004 and Fiscal Year-End Option Values

        The following table provides information related to options exercised by the named executive officers during fiscal 2004 and the number and value of options held at fiscal year-end. We do not have any outstanding stock appreciation rights.

 
   
   
  Number of Securities
Underlying Unexercised Options/SARs at Fiscal Year End (#)

  Value of Unexercised
In-the-Money Options/SARs at Fiscal Year
End ($)(1)

Name

  Shares Acquired
on Exercise (#)

  Value
Realized ($)

  Exercisable
  Unexercisable
  Exercisable
  Unexercisable
John S. Lacey   0   0   795,000   150,000   1,328,000   1,156,500
Paul A. Houston   0   0   845,000   150,000   1,516,500   1,156,500
Kenneth A. Sloan   0   0   135,000   210,000   430,500   1,008,750
Ross S. Caradonna   0   0   75,000   150,000   491,250   1,069,500
Aaron Shipper   0   0   47,500   62,500   114,375   230,025

(1)
The closing price for our common stock as reported on the NASDAQ National Market on December 31, 2004, the last trading day of fiscal 2004, was $11.36. Value is calculated on the basis of the difference between the option exercise price and $11.36 multiplied by the number of shares of our common stock underlying the option.

Long-Term Incentive Plan: 2003-2005 Executive Strategic Incentive Plan

        We did not make any awards to a named executive officer under our long-term incentive plan during fiscal 2004. The following table provides information related to estimated future payouts to all participants under the 2003-2005 Executive Strategic Incentive Plan, referred to in this prospectus as the "strategic incentive plan," which we established in 2003.

 
  Estimated Future Payouts Under Non-Stock Price-Based Plans
Name

  Threshold ($)
  Target ($)
  Maximum ($)
John S. Lacey   1,400,000   2,100,000   2,800,000
Paul A. Houston   2,000,000   3,000,000   4,000,000
Kenneth A. Sloan   300,000   450,000   600,000
Ross S. Caradonna   300,000   450,000   600,000

78


        The strategic incentive plan was established in 2003 in order to motivate and reward the senior management team. Messrs. Lacey, Houston, Sloan and Caradonna are the participants in the strategic incentive plan. Under the strategic incentive plan, the participants have the opportunity to earn cash awards based on us attaining specified net debt reductions and net debt to EBITDA ratios. For purposes of the strategic incentive plan only, "net debt" means our consolidated gross long term debt less our cash and cash equivalents at any time during the period from January 1, 2003 through December 31, 2005 and "EBITDA" means our consolidated earnings or loss from operations before interest expense, taxes and investment income earned in excess of $1,100,000 during the period from January 1, 2003 through December 31, 2005 adding back all depreciation and amortization charges made during the period, any provisions for asset impairment or goodwill impairment made during the period, and any earnings charges required to be accrued during the period for potential award payments under the strategic incentive plan. Our compensation committee, which administers the strategic incentive plan, has the discretion to include, exclude or adjust for the effects of any material extraordinary items that were not anticipated in the strategic incentive plan in its determination of the level of achievement of the performance objectives under the plan. Any awards under the strategic incentive plan will be paid in cash as soon as possible after December 31, 2005, but no later than March 31, 2006.

        The threshold, target and maximum performance objectives for the period for net debt reduction are $160 million, $210 million and $255 million, respectively, and for net debt to EBITDA ratios (calculated on a three-year average based on year-end computations) are 4.20, 3.95 and 3.75, respectively. Each participant receives a percentage of his maximum participation amount in the applicable pool based on whether the threshold, target or maximum performance objective is met (50%, 75% and 100% for the threshold, target and maximum performance objectives, respectively, and pro rata for performance between applicable objectives). With respect to the net debt reduction pool, the maximum participation amounts are as follows: each of Messrs. Lacey and Houston—$2,400,000; Mr. Sloan—$400,000; and Mr. Caradonna—$0. With respect to the net debt to EBITDA ratio pool, the maximum participation amounts are as follows: Mr. Lacey—$400,000; Mr. Houston—$1,600,000; Mr. Sloan—$200,000; and Mr. Caradonna—$600,000.

        If a participant is terminated without just cause, resigns with stated good reason, dies or becomes totally disabled prior to the end of the period, he is entitled to a pro rata share of any applicable cash award under the strategic incentive plan based on his service from January 1, 2003 to the date of his termination, resignation, retirement, death or total disability, payable after the end of the period. Furthermore, in the event of a change of control, the award pools accrued for accounting purposes to the end of the fiscal quarter prior to the change of control will immediately vest and become payable to the participants within 30 days of the change of control.

79



PRINCIPAL STOCKHOLDERS

        Unless otherwise specified, the following table sets forth information regarding the beneficial ownership of our common stock as of May 1, 2005 by (1) each person known by us to own beneficially more than 5% of our common stock, (2) each of our named executive officers and directors, and (3) all of our executive officers and directors, as a group. Unless otherwise indicated, the named persons exercise sole voting and investment power over the shares that are shown as beneficially owned by them. As of May 1, 2005, 40,092,246 shares of common stock were outstanding.

Beneficial Owner

  Number of
Shares

  Percent
Owned

 
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
  7,113,619 (1) 17.7 %

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017

 

2,332,253

(2)

5.8

%

Cannell Capital LLC
150 California Street
San Francisco, CA 94111

 

2,221,040

(3)

5.5

%

John S. Lacey

 

864,000

(4)

2.1

%

Paul A. Houston

 

911,035

(5)

2.2

%

Lloyd E. Campbell

 

69,260

(6)

*

 

Anthony G. Eames

 

60,000

(7)

*

 

Charles M. Elson

 

87,702

(8)

*

 

David R. Hilty

 

75,447

(9)

*

 

Olivia F. Kirtley

 

76,407

(10)

*

 

William R. Riedl

 

63,000

(11)

*

 

W. MacDonald Snow, Jr.

 

60,000

(12)

*

 

Kenneth A. Sloan

 

277,380

(13)

*

 

Ross S. Caradonna

 

112,500

(14)

*

 

Aaron Shipper

 

95,005

(15)

*

 

All directors and executive officers as a group (15 persons)

 

2,876,236

(16)

6.7

%

*
Less than 1%.

(1)
Based on a Schedule 13G/A filed by Oaktree Capital Management, LLC with the Commission on March 12, 2002, in its capacity as (i) the general partner of OCM Opportunities Fund II, L.P., the direct beneficial owner of 4,559,829 shares and warrants to acquire an additional 16,095 shares at an initial exercise price of $25.76 per share, (ii) the general partner of OCM Opportunities Fund III, L.P., the direct beneficial owner of 2,327,389 shares, and (iii) the investment manager of two third-party separate accounts managed by Oaktree Capital Management, LLC, collectively the direct owners of 226,401 shares and warrants to acquire an additional 464 shares at an initial exercise price of $25.76 per share.

80


(2)
Based on a Schedule 13G filed by Teachers Insurance and Annuity of America with the Commission on February 14, 2003.

(3)
Based on Schedule 13G/A filed by (i) Cannell Capital, LLC, (ii) its managing member and majority owner, J. Carlo Cannell; and (iii) its investment advisory clients, The Anegada Master Fund Limited, the Cuttyhunk Limited, Tonga Partners, L.P., GS Cannell Portfolio, LLC and Pleiades Investment Partners L.P., with the Commission on February 15, 2005. Cannell Capital, LLC shares discretionary authority to buy, sell and vote shares for its investment advisory clients as follows: 423,199 shares for The Anegada Master Fund Limited, 625,465 shares for Cuttyhunk Limited 734,618 for Tonga Partners, L.P., 282,700 shares for GS Cannell Portfolio, LLC and 155,058 shares for Pleiades Investment Partners L.P.

(4)
Includes options to purchase 845,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(5)
Includes options to purchase 895,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(6)
Includes options to purchase 60,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(7)
Includes options to purchase 60,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(8)
Includes options to purchase 60,000 shares of our common stock that are exercisable on or prior to June 30, 2005 and 15,202 shares of our deferred stock received pursuant to the director compensation plan.

(9)
Includes options to purchase 60,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(10)
Includes options to purchase 60,000 shares of common stock that are exercisable on or prior to June 30, 2005 and 13,614 shares of our deferred stock received pursuant to the director compensation plan.

(11)
Includes options to purchase 60,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(12)
Includes options to purchase 60,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(13)
Includes options to purchase 270,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(14)
Includes options to purchase 112,500 shares of our common stock that are exercisable on or prior to June 30, 2005.

(15)
Includes options to purchase 95,000 shares of our common stock that are exercisable on or prior to June 30, 2005.

(16)
Includes options to purchase 2,755,500 shares of our common stock that are exercisable on or prior to June 30, 2005.

81



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We have retained the firm of Business.Ca to provide certain consulting and computer programming services to our internal information technology division. Warren Houston, the son of Paul Houston, who is a director and our President and Chief Executive Officer, is a Vice President with Business.Ca. This service provider was paid approximately $200,000 in 2002, $657,800 in 2003 and $731,989 in 2004, and it is anticipated that it will receive an amount of approximately $659,415 in 2005. Amounts shown for 2003, 2004 and 2005 reflect the Canadian dollar payment amounts converted to their equivalent value in U.S. dollars using exchange rates of $1.00 US = $1.40 Canadian for 2003, $1.00 US = $1.24 Canadian for 2004 and $1.00 US = $1.22 Canadian for 2005.

        We retain the services of the law firm of McCarthy Tetrault LLP to provide legal services in connection with our Canadian related matters. Mr. Adam Vereshack is a partner of McCarthy Tetrault LLP and the spouse of Ms. Ellen Neeman, Senior Vice President Legal and Compliance. McCarthy Tetrault LLP was paid $69,594.76 in 2004 for legal services rendered to us. Amounts shown reflect the Canadian dollar payment amounts converted to their equivalent value in U.S. dollars using exchange rates of $1.00 US to $1.24 Canadian.

82



DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

        In 2003, we entered into our senior secured credit facility, which after subsequent amendments, includes the $266,333,064 term loan B and the $75,000,000 revolving credit facility, of which $35,000,000 is available in the form of letters of credit.

Revolving Credit Facility

        The revolving credit facility is intended to be used primarily to fund our working capital requirements. The revolving credit facility bears interest at a rate per annum in accordance with graduated pricing based on our consolidated leverage ratio, and we have the option to elect an interest rate equal to either (i) a base rate (5.75% at March 26, 2005), plus 1.75% (based upon our consolidated leverage ratio at March 26, 2005), or (ii) LIBOR (3.09% for the three-month LIBOR at March 26, 2005), plus 2.75% (based upon our consolidated leverage ratio at March 26, 2005). An annual fee of 0.50% is charged on the unused portion of the revolving credit facility. As of March 26, 2005, the amount available under the revolving credit facility was $75,000,000 less $25,636,000 in outstanding letters of credit. The revolving credit facility matures on September 29, 2008.

Term Loan

        The term loan B provides us with an option to elect an interest rate equal to either (i) a base rate (5.75% at March 26, 2005), plus 1.00%, or (ii) LIBOR (3.09% for the three-month LIBOR at March 26, 2005), plus 2.00%. The weighted average rate of interest was 4.80% at March 26, 2005. The term loan B is repayable in quarterly principal installments from March 26, 2005 to June 13, 2009 (subject to reduction for prepayments) of 0.25% of the aggregate principal amount of the term loan B outstanding as of December 3, 2004, with a lump sum payment of the then-outstanding amount on the maturity date. We have prepaid the required quarterly principal installments up to and including the second quarter of our 2006 fiscal year.

Guarantee; Security

        All of our obligations under our senior secured credit facility are fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our wholly owned U.S. subsidiaries, other than our insurance subsidiaries and certain other excluded subsidiaries. Our senior secured credit facility is secured by specified real property and substantially all of our and the guarantor subsidiaries' personal property.

Asset Sales; Mandatory Prepayment

        Our senior secured credit facility prohibits dispositions of assets unless the assets disposed of fulfill the requirements of specified exceptions. One such specified exception is dispositions of any of a group of identified "discontinued assets;" another is dispositions of assets not exceeding $35.0 million book value in the aggregate over the life of our senior secured credit facility, provided that (1) the consideration received is at least equal to fair market value and (2) not less than 75% of the consideration is paid in cash or cash equivalents. Within 270 days of the receipt of net proceeds from any such asset sale, we have the discretion to apply such net proceeds at our option (or as otherwise required) to invest in operating assets (or enter into agreements for such investment which agreements are consummated within 360 days of such receipt of asset sale proceeds). In addition, up to $10.0 million of such net proceeds in any fiscal year (but not in excess of $35.0 million in the aggregate over the term of our senior secured credit facility) may be applied to make capital expenditures. To the extent we receive net proceeds in excess of additional specified thresholds and such excess is not

83



applied to invest in operating assets or make capital expenditures as described in the two immediately preceding sentences, we must make mandatory prepayments under our senior secured credit facility.

Representations, Warranties, Covenants and Events of Default

        Material covenants in our senior secured credit facility include a requirement to maintain a minimum interest coverage ratio and fixed charge coverage ratio, a requirement not to exceed a maximum leverage ratio, an annual maximum on capital expenditures and cemetery development, and specified maximum amounts for capital lease obligations, indebtedness, acquisitions, certain investments and sales of accounts receivable. Our senior secured credit facility prohibits the prepayment of the notes and restricts, and under specified circumstances prohibits, our payment of dividends. Outstanding principal amounts and interest accrued and unpaid may, at the election of the requisite lenders, become immediately due and payable and further commitments by the lenders to make loans may, at the election of the requisite lenders, be terminated upon the occurrence of events of default specified in the senior secured credit agreement. As of March 26, 2005, we were in compliance with all covenants and were not in breach of any provision of the senior secured credit facility that would cause an event of default to occur.

84



THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        In connection with the sale of the outstanding notes, we entered into the registration rights agreement with the initial purchasers in which we agreed to file and use our reasonable best efforts to cause to become effective with the Commission a registration statement with respect to the exchange of the outstanding notes for exchange notes with terms identical in all material respects to the terms of the outstanding notes. See "Description of the Exchange Notes—Registration Rights; Liquidated Damages." A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. We are making the exchange offer to satisfy our contractual obligations under the registration rights agreement.

        You may not participate in the exchange offer if you are our "affiliate" within the meaning of Rule 405 under the Securities Act or a broker-dealer tendering outstanding notes acquired directly from us for your own account. If you tender your outstanding notes in exchange for exchange notes, you will represent to us that:

    you are acquiring the exchange notes in the ordinary course of your business;

    you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;

    you are not an "affiliate" of us within the meaning of Rule 405 under the Securities Act;

    you have full power and authority to tender, exchange, sell, assign and transfer the tendered outstanding notes;

    you are not a broker-dealer tendering outstanding notes acquired directly from us for your own account;

    we will acquire good, marketable and unencumbered title to the outstanding notes you tender, free and clear of all liens, restrictions, charges and encumbrances; and

    the outstanding notes you tender for exchange are not subject to any adverse claims or proxies.

        You also will warrant and agree that you will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, sale, assignment and transfer of the outstanding notes you tender in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

        We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of outstanding notes properly tendered prior to the expiration date and not withdrawn according to the procedures described below. Holders may tender their outstanding notes in whole or in part in integral multiples of $1,000 principal amount.

85



        The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

    the exchange notes have been registered under the Securities Act and therefore will not be subject to some restrictions on transfer applicable to the outstanding notes; and

    holders of the exchange notes will not be entitled to the rights of holders of the outstanding notes under the registration rights agreement.

        The exchange notes evidence the same indebtedness as the outstanding notes, which they replace, and will be issued pursuant to, and entitled to the benefits of, the indenture.

        The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. We reserve the right in our reasonable judgment to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under the caption "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $200.0 million aggregate principal amount of outstanding notes is outstanding.

        Holders of outstanding notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Outstanding notes which are not tendered in, or are tendered but not accepted in connection with, the exchange offer will remain outstanding. For a description of the consequences of not tendering outstanding notes for exchange, see "Risk Factors—Risks Related to the Notes—You may have difficulty selling the outstanding notes that you do not exchange."

        If any tendered outstanding notes are not accepted for exchange because of an invalid tender or the occurrence of other events set forth in this prospectus, certificates for the unaccepted outstanding notes will be returned (or, in the case of outstanding notes tendered by book-entry transfer, such outstanding notes will be credited to an account maintained at DTC), without expense to the tendering holder of those notes promptly after the expiration or termination of the exchange offer.

        Holders who tender outstanding notes in connection with the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer.

        Our board of directors makes no recommendation to holders of outstanding notes as to whether to tender or refrain from tendering all or any portion of their outstanding notes in the exchange offer. In addition, no one has been authorized to make any similar recommendation. Holders of outstanding notes must make their own decision whether to tender in the exchange offer and, if so, the aggregate amount of outstanding notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisers based on their financial position and requirements.

Expiration Date; Extensions; Amendments

        The term "expiration date" means 5:00 p.m., New York City time, on                        , 2005, unless we extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

        We expressly reserve the right in our reasonable judgment, subject to applicable law, at any time and from time to time, to:

    delay the acceptance of the outstanding notes for exchange;

86


    terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, if we determine, in our reasonable judgment, that any of the events or conditions referred to under the caption "—Conditions to the Exchange Offer" has occurred or exists or has not been satisfied;

    extend the expiration date of the exchange offer and retain all outstanding notes tendered in the exchange offer, subject, however, to the right of holders of outstanding notes to withdraw their tendered outstanding notes as described under the caption "—Withdrawal Rights;" or

    waive any condition or otherwise amend the terms of the exchange offer in any respect.

        If the exchange offer is amended in a manner that we determine to constitute a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

        Any delay in acceptance, termination, extension or amendment will be followed promptly by:

    oral or written notice of the change to the exchange agent, with any oral notice to be promptly confirmed in writing; and

    a public announcement of the change, which announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to an appropriate news agency.

Acceptance for Exchange and Issuance of Exchange Notes

        Upon the terms and subject to the conditions of the exchange offer, promptly after the expiration date we will exchange, and will issue to the exchange agent, exchange notes for outstanding notes validly tendered and not withdrawn as described under the caption "—Withdrawal Rights."

        In all cases, we will issue exchange notes in the exchange offer for outstanding notes that are accepted for exchange only after the exchange agent timely receives:

    certificates for the outstanding notes or a timely book-entry confirmation of a book-entry transfer of the outstanding notes into the exchange agent's account at DTC;

    the letter of transmittal, properly completed and duly executed, with any required signature guarantees; and

    any other documents required by the letter of transmittal.

        Accordingly, the delivery of exchange notes might not be made to all tendering holders at the same time, and will depend upon when outstanding notes, book-entry confirmations with respect to outstanding notes and other required documents are received by the exchange agent.

        Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, outstanding notes validly tendered and not withdrawn as, if and when we give oral or written notice to the exchange agent of our acceptance of those outstanding notes for exchange in the exchange offer. Any oral notice will be promptly confirmed in writing. Our acceptance for exchange of outstanding notes tendered through any of the procedures described above will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agent will act as our agent for the purpose of

87



receiving tenders of outstanding notes, letters of transmittal and related documents, and as agent for tendering holders for the purpose of receiving outstanding notes, letters of transmittal and related documents and transmitting exchange notes to holders who validly tendered outstanding notes. The exchange will be made promptly after the expiration date. If for any reason whatsoever the acceptance for exchange or the exchange of any outstanding notes tendered in the exchange offer is delayed, whether before or after our acceptance for exchange of outstanding notes, or we extend the exchange offer or are unable to accept for exchange or exchange outstanding notes tendered in the exchange offer, then, without prejudice to our rights described in this prospectus, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered outstanding notes and such outstanding notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under the caption "—Withdrawal Rights."

Procedures for Tendering Outstanding Notes

        When a holder of outstanding notes tenders, and we accept, notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions described in this prospectus and the letter of transmittal.

        Valid Tender.    Except as set forth below, a holder of outstanding notes who wishes to tender notes for exchange must, on or prior to the expiration date:

    transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the exchange agent at the address set forth under the caption "—Exchange Agent;" or

    if notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent's message to the exchange agent at the address set forth under the caption "—Exchange Agent."

        In addition, either:

    the exchange agent must receive the certificates for the outstanding notes and the letter of transmittal;

    the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the notes being tendered into the exchange agent's account at DTC, along with the letter of transmittal or an agent's message; or

    the holder must comply with the guaranteed delivery procedures described below.

        The term "agent's message" means a message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering holder that the tendering holder has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against that holder. In this prospectus, the term "book-entry confirmation" means a timely confirmation of a book-entry transfer of outstanding notes into the exchange agent's account at DTC. Outstanding notes may be tendered in whole or in part in integral multiples of $1,000 principal amount.

        If less than all of the outstanding notes are tendered, a tendering holder should fill in the principal amount of outstanding notes being tendered in the appropriate box on the letter of transmittal. The entire amount of outstanding notes delivered to an exchange agent will be deemed to have been tendered unless otherwise indicated.

        If any letter of transmittal, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity,

88



that person should so indicate when signing and must submit proper evidence satisfactory to us, in our reasonable judgment, of the person's authority to act.

        Any beneficial owner of outstanding notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact that entity promptly if the beneficial owner wishes to participate in the exchange offer.

        The method of delivery of outstanding notes, the letter of transmittal and all other required documents is at the option and sole risk of the tendering holder, and delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent and should obtain proper insurance. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for them. We will not accept any alternative conditional or contingent tenders. Each tendering holder, by execution of the letter of transmittal, waives any right to receive any notice of the acceptance of such tender.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."

        Book-Entry Transfer.    The exchange agent will make a request to establish an account at DTC with respect to outstanding notes for purposes of the exchange offer within two business days after the date of this prospectus. Subject to the establishment of such accounts, any financial institution that is a participant in DTC's book-entry transfer facility system may make a book-entry delivery of outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfers. The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program, referred to in this prospectus as "ATOP." Accordingly, holders of outstanding notes may tender their outstanding notes by book-entry transfer by crediting the outstanding notes to the exchange agent's account at DTC in accordance with ATOP and by complying with applicable ATOP procedures with respect to the exchange offer. DTC participants that are accepting the exchange offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the exchange agent's account at DTC. DTC will then send an agent's message to the exchange agent for its acceptance in which the holder of the outstanding notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, the letter of transmittal. Delivery of the agent's message by DTC will satisfy the terms of the exchange offer as to execution and delivery of a letter of transmittal by the participant identified in the agent's message.

        Delivery of notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must:

    be transmitted to and received by the exchange agent at the address set forth under the caption "—Exchange Agent;" or

    comply with the guaranteed delivery procedures described below.

        Delivery of documents to DTC does not constitute delivery to the exchange agent.

        Signature Guarantees.    Tendering holders do not need to endorse their certificates for outstanding notes and signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are unnecessary unless:

89



    a certificate for outstanding notes is registered in a name other than that of the person surrendering the certificate, or

    a registered holder completes the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal.

        In either of these cases, the certificates for outstanding notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution," referred to in this prospectus as an "eligible institution," including, as such terms are defined in that rule:

    a bank;

    a broker, dealer, municipal securities broker or dealer or governmental securities broker or dealer;

    a credit union;

    a national securities exchange, registered securities association or clearing agency; or

    a savings association,

unless surrendered on behalf of such eligible institution. Please read carefully Instruction 1 in the letter of transmittal.

        Guaranteed Delivery.    If a holder desires to tender outstanding notes in the exchange offer and the certificates for the outstanding notes are not immediately available or time will not permit all required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, the outstanding notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

    the tenders are made by or through an eligible institution;

    before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying the letter of transmittal, stating the name and address of the holder of outstanding notes and the amount of outstanding notes tendered, stating that the tender is being made by the notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent. The Notice of Guaranteed Delivery may be delivered by hand, or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery; and

    the certificates (or book-entry confirmation) representing all tendered outstanding notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal, with any required signature guarantees and any other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

        Determination of Validity.    All questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered outstanding notes will be determined by us, in our reasonable judgment, and that determination will be final and binding on all parties. We

90



reserve the right, in our reasonable judgment, to reject any and all tenders that we determine are not in proper form or the acceptance for exchange of which may, in the view of our counsel, be unlawful. We also reserve the right, subject to applicable law, to waive any of the conditions of the exchange offer as set forth under the caption "—Conditions to the Exchange Offer" or any defect or irregularity in any tender of outstanding notes of any particular holder whether or not we waive similar defects or irregularities in the case of other holders.

        Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding on all parties. No tender of outstanding notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither we, any of our affiliates or assigns, the exchange agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Resale of Exchange Notes

        Based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of outstanding notes, other than any holder that is a broker-dealer that acquired outstanding notes as a result of market-making activities or other trading activities, who exchange their outstanding notes for exchange notes in the exchange offer may offer for resale, resell and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

    the exchange notes are acquired in the ordinary course of the holders' business;

    the holders have no arrangement or understanding with any person to participate in the distribution, within the meaning of the Exchange Act, of the exchange notes; and

    the holders are not our "affiliates" within the meaning of Rule 405 under the Securities Act.

        However, the staff of the Commission has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that it would make a similar determination with respect to the exchange offer. Only broker-dealers that acquired the outstanding notes as a result of market-making or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

Withdrawal Rights

        Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time before the expiration date.

        In order for a withdrawal to be effective, a written or facsimile transmission of the notice of withdrawal must be timely received by the exchange agent at its address set forth under the caption "—Exchange Agent" prior to the expiration date. Any notice of withdrawal must specify the name of the person who tendered the outstanding notes to be withdrawn, the aggregate principal amount of outstanding notes to be withdrawn and, if certificates for the outstanding notes have been tendered, the name of the registered holder of the outstanding notes as set forth on the outstanding notes, if different from that of the person who tendered the outstanding notes.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, the notice of withdrawal must specify the serial numbers on the particular certificates for the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed

91



by an eligible institution, except in the case of outstanding notes tendered for the account of an eligible institution.

        If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above under the caption "—Procedures for Tendering Outstanding Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of outstanding notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of outstanding notes may not be rescinded. Outstanding notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time prior to the expiration date by following any of the procedures described above under the caption "—Procedures for Tendering Outstanding Notes."

        All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by us, in our reasonable judgment, which determination will be final and binding on all parties. Neither we, any of our affiliates or assigns, the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any notification. Any outstanding notes which have been tendered but which are withdrawn will be returned to the holder of those notes promptly after withdrawal.

Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any outstanding notes for any exchange notes and will not be required to issue exchange notes in exchange for any outstanding notes and, as described below, may, at any time and from time to time, terminate or amend the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied before the expiration date:

    there occurs a change in the current interpretation by the staff of the Commission which permits the exchange notes issued in exchange for outstanding notes in the exchange offer to be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers that acquired outstanding notes as a result of market-making or other trading activities or broker-dealers that acquired outstanding notes directly from us for resale under Rule 144A or another available exemption under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders' business, the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes and the holders are not our "affiliates" within the meaning of Rule 405 under the Securities Act;

    any action or proceeding has been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

    any law, statute, rule or regulation has been adopted or enacted that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

    a stop order has been issued by the Commission or any state securities authority suspending the effectiveness of the registration statement, or proceedings have been initiated or, to our knowledge, threatened for that purpose;

    any governmental approval has not been obtained, which approval we, in our reasonable judgment, deem necessary for the consummation of the exchange offer as contemplated hereby; or

92


    any change, or any development involving a prospective change, in our business or financial affairs has occurred that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer.

        If we determine in our reasonable judgment that any of the foregoing events or conditions has occurred or exists or has not been satisfied at any time prior to the expiration date, we may, subject to applicable law, terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If a waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose the waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act. We currently expect that each of the conditions will be satisfied and that no waiver of any condition will be necessary.

Exchange Agent

        We have appointed Wells Fargo Bank, N.A. as the exchange agent for the exchange offer for the notes. All executed letters of transmittal should be directed to the exchange agent at one of the addresses listed below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notices of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

WELLS FARGO BANK, N.A.

By Registered or Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, Minnesota 55480
  By Regular Mail or Overnight
Carrier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th & Marquette Avenue
Minneapolis, Minnesota 55479

By Facsimile:
(612) 667-4927

To Confirm By Telephone:
(800) 344-5128
(612) 667-9764
  In Person By Hand Only:
Wells Fargo Bank, N.A.
Corporate Trust
Northstar East Building—
12th Floor
608 2nd Avenue South
Minneapolis, Minnesota 55402

        Any letter of transmittal sent by facsimile must be promptly followed by delivery of the original letter of transmittal to the above address. Delivery of the letter of transmittal to an address other than one listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by our officers, directors or employees.

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agent's reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of outstanding notes, and in handling or tendering for their customers.

93


        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that if exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the amount of any such transfer tax, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of a transfer tax or exemption therefrom is not submitted with the letter of transmittal, the amount of the transfer tax will be billed directly to the tendering holder.

94



DESCRIPTION OF THE EXCHANGE NOTES

        The Company will issue the exchange notes under an Indenture (the "Indenture") dated August 19, 2004 among itself, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The terms of the exchange notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Except as otherwise indicated, the following description relates to both the outstanding notes and the exchange notes, which we collectively refer to as the "Notes."

        The terms of the exchange notes are identical in all material respects to the outstanding notes, except that:

    the exchange notes have been registered under the Securities Act and therefore will not be subject to the restrictions on transfer applicable to the outstanding notes, and

    holders of the exchange notes will not be entitled to rights of holders of outstanding notes under the Registration Rights Agreement (as defined below).

        The following description is a summary of the material provisions of the Indenture. It does not restate those agreements in their entirety and may not include all of the information that you would consider important. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to the Company at 311 Elm Street, Suite 1000, Cincinnati, Ohio, 45202, Attention: Manager, Investor Relations.

        You can find the definitions of certain terms used in this description below under the caption "—Certain Definitions." Certain defined terms used in this description but not defined below under the caption "—Certain Definitions" have the meanings assigned to them in the Indenture, and those definitions are incorporated herein by reference. For purposes of this description only, the word "Company" refers only to Alderwoods Group, Inc. and not to any of its Subsidiaries.

Brief Description of the Notes

        The Notes:

    are general unsecured and unsubordinated obligations of the Company;

    are effectively subordinated to all existing and future secured Indebtedness of the Company to the extent of the assets securing such Indebtedness, including the Indebtedness of the Company under the Credit Agreement;

    are effectively subordinated to any existing and future Indebtedness and other liabilities of the Company's Subsidiaries that are not guaranteeing the Notes;

    are pari passu in right of payment with all existing and future unsecured and unsubordinated Indebtedness of the Company;

    are senior in right of payment to any future subordinated Indebtedness of the Company; and

    are guaranteed by the Guarantors as described under the caption "—Note Guarantees."

        As of March 26, 2005, the Company and the Guarantors, on a consolidated basis, had $432.0 million of Indebtedness outstanding, all of which is unsubordinated Indebtedness and $224.8 million of which is secured Indebtedness.

        All of the Company's operations are conducted through its Subsidiaries. Claims of creditors of such Subsidiaries that are not Guarantors, including trade creditors and creditors holding Indebtedness or guarantees issued by such Subsidiaries, and claims of holders of Preferred Stock (if any) of such

95



Subsidiaries generally, will have priority with respect to the assets and earnings of such Subsidiaries over the claims of our creditors, including Holders. Accordingly, the Notes are effectively subordinated to creditors (including trade creditors) and holders of Preferred Stock, if any, of the Company's Subsidiaries that are not Guarantors. The Company's Subsidiaries that are not guaranteeing the Notes had $249.1 million of Indebtedness and other liabilities (excluding intercompany Indebtedness, deferred pre-need funeral and cemetery contract revenue, non-controlling interest in funeral and cemetery trusts and $29.4 million of liabilities associated with assets held for sale) as of March 26, 2005. For the 12 weeks ended March 26, 2005 the Company's Subsidiaries that are not Guarantors had $43.5 million of revenue from continuing operations and $1.3 million of net income from continuing operations. In the future, the Company may have additional Subsidiaries that are not Guarantors.

        As of the date of the Indenture, all of the Company's Subsidiaries were "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," the Company will be permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes.

Principal, Maturity and Interest

        The Indenture provides for the issuance by the Company of Notes with an unlimited principal amount, of which $200.0 million will be issued in this exchange offer. The Company may issue additional notes (the "Additional Notes") from time to time after this offering. Any offering of Additional Notes is subject to the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue Notes in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on September 15, 2012.

        Interest on the Notes accrues at the rate of 73/4% per annum and is payable semi-annually in arrears on March 15 and September 15, commencing on March 15, 2005. The Company will make each interest payment to the Holders of record at the close of business on the immediately preceding March 1 and September 1.

        Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest, premium, if any, and Liquidated Damages, if any, on that Holder's Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

96



Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

        The registered Holder of a Note will be treated as the owner of it for all purposes.

Note Guarantees

        The Notes are guaranteed, jointly and severally, by all of the Domestic Subsidiaries of the Company, other than Excluded Subsidiaries. Excluded Subsidiaries consist of the Insurance Subsidiaries, Domestic Subsidiaries that are subject to regulatory restrictions that prohibit the execution of a guarantee and 19 Domestic Subsidiaries that are not wholly-owned or otherwise de minimis. Each Note Guarantee:

    is a general unsecured and unsubordinated obligation of that Guarantor;

    is effectively subordinated to all existing and future secured Indebtedness of that Guarantor to the extent of the assets securing such Indebtedness, including the Guarantee by that Guarantor of Indebtedness under the Credit Agreement;

    is pari passu in right of payment with all existing and future unsecured and unsubordinated Indebtedness of that Guarantor; and

    is senior in right of payment to any future subordinated Indebtedness of that Guarantor.

        The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—Federal and state fraudulent conveyance laws may permit a court to void the notes and the subsidiary guarantees and, if that occurs, you may not receive any payments on the notes or the subsidiary guarantees." As of March 26, 2005, the Guarantors had $430.4 million of unsubordinated Indebtedness outstanding, all of which is unsubordinated Indebtedness and $224.8 million of which is secured Indebtedness (all of which are guarantees of the Company's secured Indebtedness).

        Although the Indenture limits the incurrence of Indebtedness and issuance of Preferred Stock of certain of the Company's Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

        If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary (other than a Receivables Subsidiary) on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee, unless such Domestic Subsidiary is subject to regulatory restrictions that prohibit the execution of a guarantee.

Optional Redemption

        At any time prior to September 15, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest

97



and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Qualified Equity Offerings; provided that:

    (1)
    at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries); and

    (2)
    the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering.

        Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Company's option prior to September 15, 2008.

        On or after September 15, 2008, the Company may, at its option, redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on September 15 of the years indicated below:

Year

  Percentage
 
2008   103.875 %
2009   101.938 %
2010 and thereafter   100.00 %

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

    (1)
    if the Notes are listed on any national securities exchange, in compliance with the requirements of such principal national securities exchange; or

    (2)
    if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

        No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

        If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

        The Company may acquire Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the Indenture.

Mandatory Redemption

        The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.

98



Repurchase at the Option of Holders

Change of Control

        Subject to the Company's right to redeem the Notes as described above under "—Optional Redemption," if a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder's Notes pursuant to an offer to purchase on the terms set forth in the Indenture (a "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment (a "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the Change of Control Payment Date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

    (1)
    accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

    (2)
    deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

    (3)
    deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Change of Control repurchase feature is a result of negotiations between the Company and the Initial Purchasers of the Notes. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that management of the Company could decide to do so in the future. Subject to certain covenants described below, management of the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect its capital structure or credit ratings.

        If a Change of Control Offer is required to be made, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Payment for all the Notes that might

99



be delivered by Holders seeking to accept such Change of Control Offer. If the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

        Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to a Holder's right to require the purchase of Notes upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and the Restricted Subsidiaries to incur additional Indebtedness, grant Liens on their property, make Restricted Payments or make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require the purchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such purchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. Although such restrictions cover a wide variety of arrangements that have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

        The Credit Agreement currently restricts the Company from purchasing Notes, and also provides that certain change of control events with respect to the Company would constitute a default under the Credit Agreement. Any future credit agreements or other similar agreements to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement and any other agreements containing similar restrictions and provisions.

        Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

100



Asset Sales

        The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

    (1)
    the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

    (2)
    the Company's determination of such Fair Market Value is set forth in an Officers' Certificate delivered to the Trustee; and

    (3)
    at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash:

    (a)
    any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets pursuant to a written novation agreement that releases the Company or such Restricted Subsidiary from further liability; and

    (b)
    any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 45 days following the closing of such Asset Sale.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

    (1)
    to repay (a) Indebtedness secured by such assets, (b) Indebtedness under the Credit Facilities, or (c) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor, and, in each case, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

    (2)
    to purchase Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business; or

    (3)
    any combination of the foregoing.

        Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph within the referenced 365-day period will then constitute "Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any

101



purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

        The Credit Agreement currently restricts the Company from purchasing Notes, and also provides that certain asset sale events with respect to the Company would constitute a default under the Credit Agreement. Any future credit agreements or other similar agreements to which the Company becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement and any other agreements containing similar restrictions and provisions.

Certain Covenants

Restricted Payments

        (A)  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

    (1)
    declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company);

    (2)
    purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any Restricted Subsidiary held by Persons other than the Company or any of its Restricted Subsidiaries;

    (3)
    make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantee, except a payment of interest or principal at the Stated Maturity thereof; or

    (4)
    make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

102


unless, at the time of and after giving effect to such Restricted Payment:

    (1)
    no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

    (2)
    the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

    (3)
    such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3) and (5) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

    (a)
    50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

    (b)
    100% of the aggregate net cash proceeds received by the Company since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of Disqualified Stock or debt securities of the Company that have been converted into or exchanged for Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus

    (c)
    with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the date of the Indenture, an amount equal to the net reduction in such Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary, plus

    (d)
    $10.0 million.

        (B)  So long as no Default has occurred and is continuing or would be caused thereby (except with respect to clause (1) below), the preceding provisions will not prohibit:

    (1)
    the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

    (2)
    the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Guarantor in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such

103


      redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph (A);

    (3)
    the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

    (4)
    the declaration and payment of any dividend by a Restricted Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis;

    (5)
    Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange shall be excluded from clause (3)(b) of the preceding paragraph (A);

    (6)
    the redemption, repurchase, retirement or other acquisition of any Capital Stock of the Company upon the exercise of warrants, options or similar rights if such Capital Stock constitutes all or a portion of the exercise price or is surrendered in connection with satisfying any federal or state income tax obligation incurred in connection with such exercise; provided that no cash payment in respect of such redemption, repurchase, retirement or other acquisition or exercise shall be made by the Company or any Restricted Subsidiary of the Company;

    (7)
    the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any of the Company's current or former directors, employees or consultants (or those of any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, employment agreement or stock option agreement; provided that the aggregate price paid for all such redeemed, repurchased, retired or acquired Equity Interests shall not exceed $1.0 million in any twelve-month period; provided that the Company may carry over and make in a subsequent calendar year, in addition to the amounts permitted for such calendar year, the amount of such redemptions, repurchases, retirements or other acquisitions permitted to have been made but not made in any preceding calendar year up to a maximum of $3.0 million in any calendar year;

    (8)
    upon the occurrence of a Change of Control and within 60 days after the completion of the Change of Control Offer to repurchase the Notes pursuant to the covenant described under "Repurchase at the Option of Holders—Change of Control" above (including the purchase of all Notes tendered), any purchase or redemption of subordinated Indebtedness of the Company required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any;

    (9)
    within 60 days after completion of any offer to repurchase Notes pursuant to the covenant described above under the "Repurchase at the Option of Holders—Asset Sales" (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company subordinated to the Notes that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest and liquidated damages, if any);

    (10)
    cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided that any such cash payment shall not be for the purpose of evading the

104


      limitations of this covenant (as determined in good faith by the Board of Directors of the Company);

    (11)
    the redemption, repurchase, retirement or other acquisition for a nominal value per right of any rights granted to all the holders of Common Stock of the Company pursuant to any stockholders' rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics; provided that any such redemption, repurchase, retirement or other acquisition of such rights shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of the Company);

    (12)
    the purchase or acquisition by the Company or any Restricted Subsidiary of the Company of Capital Stock of the Company for contribution to employee stock purchase and deferred compensation plans, in the ordinary course of business; provided that the aggregate amount of such purchases or acquisitions in any calendar year shall not exceed the sum of (x) $1.0 million and (y) the amount of Restricted Payments permitted but not made pursuant to this clause (12) in the immediately preceding calendar year; or

    (13)
    additional Restricted Payments in an aggregate amount not to exceed $25.0 million.

        The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than ten Business Days following the date of making any Restricted Payment which, together with any Restricted Payments not previously reported pursuant to this sentence, exceeds $1.0 million, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that the Company or any Guarantor may incur Indebtedness (including Acquired Debt) or issue Preferred Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

    (1)
    the incurrence by the Company of Indebtedness under Credit Facilities (and the incurrence by the Guarantors of Guarantees thereof) in an aggregate principal amount at any one time outstanding pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $500.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

    (2)
    the incurrence of Existing Indebtedness;

105


    (3)
    the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of the Indenture;

    (4)
    the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $40.0 million at any time outstanding;

    (5)
    the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), or (10) of this paragraph;

    (6)
    the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

    (a)
    if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor;

    (b)
    Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and

    (c)
    (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

    (7)
    the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant;

    (8)
    the issuance by any of the Company's Restricted Subsidiaries to the Company or any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that (a) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary of the Company and (b) any sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (8);

    (9)
    the incurrence of any Indebtedness by a Receivables Subsidiary that is not recourse to the Company or any other Restricted Subsidiary of the Company (other than Standard Securitization Undertakings) incurred in connection with a Qualified Receivables Transaction; or

106


    (10)
    the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10), not to exceed $50.0 million provided that the aggregate principal amount (or accreted value, as applicable) of Indebtedness of all Restricted Subsidiaries of the Company that are not Guarantors pursuant to this clause (10) shall not exceed $25.0 million.

        For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (10) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify at the time of its incurrence such item of Indebtedness in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued under the Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. In addition, any Indebtedness originally classified as incurred pursuant to clauses (1) through (10) above may later be reclassified by the Company such that it will be deemed as having been incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification.

        Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies, interest rates or commodities.

        The Company will not incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes to the same extent. The Company will not permit any Guarantor to incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor's Note Guarantee to the same extent.

Liens

        The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

    (1)
    pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

    (2)
    make loans or advances to the Company or any of its Restricted Subsidiaries; or

    (3)
    transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

107


However, the preceding restrictions will not apply to encumbrances or restrictions:

    (1)
    existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the date of the Indenture;

    (2)
    set forth in the Indenture, the Notes and the Note Guarantees;

    (3)
    existing under, by reason of or with respect to applicable law, rule, regulation or order;

    (4)
    with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition;

    (5)
    existing under, by reason of or with respect to, any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;

    (6)
    restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

    (7)
    existing under, by reason of or with respect to Indebtedness that limits the right of the debtor to dispose of assets subject to a Permitted Lien securing such Indebtedness;

    (8)
    Standard Securitization Undertakings related to a Receivables Subsidiary in connection with a Qualified Receivables Transaction;

    (9)
    customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale leaseback agreements and other similar agreements entered into in the ordinary course of business and otherwise permitted by the Indenture, which limitations are applicable only to the assets that are the subject of such agreements; and

    (10)
    in the case of clause (3) of the first paragraph of this covenant:

    (a)
    that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

    (b)
    existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture or

108


      (c)
      arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company and the Restricted Subsidiaries, taken as a whole.

Merger, Consolidation or Sale of Assets

        The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

    (1)
    either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

    (2)
    immediately after giving effect to such transaction no Default or Event of Default exists;

    (3)
    immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;"

    (4)
    each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture; and

    (5)
    the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for herein relating to such transaction have been complied with.

        In addition, neither the Company nor any Guarantor may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any Person other than the Company or a Guarantor. A Restricted Subsidiary of the Company that is not a Guarantor may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any Person other than the Company or another Restricted Subsidiary of the Company. Clause (3) above of this covenant will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets (a) between or among the Company and any of its Restricted Subsidiaries or (b) if the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

109



Transactions with Affiliates

        The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

    (1)
    such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and

    (2)
    the Company delivers to the Trustee:

    (a)
    with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors; and

    (b)
    with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing selected by the Company.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

    (1)
    transactions between or among the Company and/or its Restricted Subsidiaries;

    (2)
    any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, with any current or former officer, director or employee of, or any consultant to, the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its Restricted Subsidiaries (including the creation of, and amounts paid pursuant to, employee benefit plans, employee stock option or similar plans), in each case entered into in the ordinary course of business and approved by the Board of Directors;

    (3)
    Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture described above under the caption "—Restricted Payments;"

    (4)
    any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company;

    (5)
    making loans or advances to officers, employees or consultants of the Company or any of its Restricted Subsidiaries for travel and moving expenses in the ordinary course of business for bona fide business purposes of the Company or any of its Restricted Subsidiaries;

    (6)
    any agreement as in effect as of the Issue Date and disclosed in this prospectus or any amendment thereto or any transaction contemplated thereby in any replacement agreement thereto, as long as any such amendment or replacement agreement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement as in effect on the Issue Date, as determined in good faith by the Company's Board of Directors; and

110


    (7)
    transfers of accounts receivable and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Transaction and the charging of fees and expenses in the ordinary course of business in connection with such transfers.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that:

    (1)
    any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;"

    (2)
    the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that designation will only be permitted if such Investment would then be permitted under the covenant described above under the caption "—Certain Covenants—Restricted Payments;"

    (3)
    such Subsidiary does not own any Equity Interests of the Company or any Restricted Subsidiary thereof;

    (4)
    the Subsidiary being so designated:

    (a)
    is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

    (b)
    is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

    (c)
    has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

    (d)
    has at least one director on its Board of Directors that is not a director or officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of the Company or any of its Restricted Subsidiaries; and

    (5)
    no Default or Event of Default would be in existence following such designation.

        Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (a), (b) or (c) of clause (4) above, or (y) fails to meet the requirement described in subclause (d) of clause (4) above and such failure continues for a period of 30 days, it shall thereafter

111



cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under the Indenture, the Company shall be in default under the Indenture.

        The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

    (1)
    such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period;

    (2)
    all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption "—Certain Covenants—Restricted Payments;"

    (3)
    all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption "—Certain Covenants—Liens;" and

    (4)
    no Default or Event of Default would be in existence following such designation.

Guarantees

        If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary (other than an Excluded Subsidiary or Receivables Subsidiary) on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 15 Business Days of such acquisition or creation.

        The Company will not permit any of its Restricted Subsidiaries which are not Guarantors, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Restricted Subsidiary that is a Guarantor, unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be unsubordinated. The form of the Note Guarantee will be attached as an exhibit to the Indenture.

        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

    (1)
    immediately after giving effect to that transaction, no Default or Event of Default exists; and

    (2)
    either:

    (a)
    the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of the Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; or

112


      (b)
      such sale or other disposition or consolidation or merger complies with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        The Note Guarantee of a Guarantor will be released:

    (1)
    in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

    (2)
    if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the covenant described above under the caption "—Designation of Restricted and Unrestricted Subsidiaries;" or

    (3)
    solely in the case of a Note Guarantee created pursuant to the second paragraph of this covenant, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee.

Business Activities

        The Company will not, and will not permit any Restricted Subsidiary thereof to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Reports

        The Company will furnish to the Holders of the Notes and, upon request, to prospective investors a copy of all of the information and reports referred to in clauses (1) and (2) below within the time periods specified in the Commission's rules and regulations:

    (1)
    all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and

    (2)
    all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

        Whether or not the Company is subject to the periodic reporting requirements of the Exchange Act, the Company will file the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

        If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the annual financial information required by this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

113


        In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain restricted under Rule 144, they will furnish to the Holders and to prospective investors, upon their request in connection with any sale thereof, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default:"

    (1)
    default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to the Notes;

    (2)
    default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

    (3)
    failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales" or "—Certain Covenants—Merger, Consolidation or Sale of Assets" or the provisions described in the third paragraph under the caption "—Certain Covenants—Guarantees;"

    (4)
    failure by the Company or any of its Restricted Subsidiaries for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

    (5)
    default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

    (a)
    is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a "Payment Default"); or

    (b)
    results in the acceleration of such Indebtedness prior to its express maturity

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

    (6)
    failure by the Company or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a carrier that has the ability to perform) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

    (7)
    except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and

    (8)
    certain events of bankruptcy or insolvency with respect to the Company, any Guarantor or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Guarantor or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes

114


will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest.

        The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

    (1)
    the Holder gives the Trustee written notice of a continuing Event of Default;

    (2)
    the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

    (3)
    such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

    (4)
    the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

    (5)
    during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

        However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or Liquidated Damages, if any, on or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

        In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the first paragraph of "—Optional Redemption" shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

        The Company is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default

115



or Event of Default, the Company is required within five Business Days to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees or Stockholders

        No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") except for:

    (1)
    the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below;

    (2)
    the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

    (3)
    the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Guarantors' obligations in connection therewith; and

    (4)
    the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute Events of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

    (1)
    the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the principal of, or interest and premium, if any, and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

    (2)
    in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal

116


      income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

    (3)
    in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

    (4)
    no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit;

    (5)
    such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

    (6)
    the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, including Section 547 of the United States Bankruptcy Code and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

    (7)
    the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

    (8)
    if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

    (9)
    the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

    (1)
    reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

117


    (2)
    reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;

    (3)
    reduce the rate of or change the time for payment of interest on any Note;

    (4)
    waive a Default or Event of Default in the payment of principal of, or interest, or premium or Liquidated Damages, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

    (5)
    make any Note payable in money other than U.S. dollars;

    (6)
    make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the Notes;

    (7)
    release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

    (8)
    impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

    (9)
    amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the covenant described under the caption "—Repurchase at the Option of Holders—Asset Sales" after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the covenant described under the caption "—Repurchase at the Option of Holders—Change of Control" after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

    (10)
    except as otherwise permitted under the covenants described under the captions "—Certain Covenants—Merger, Consolidation and Sale of Assets" and "—Certain Covenants—Guarantees," consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under the Indenture; or

    (11)
    make any change in the preceding amendment and waiver provisions.

    Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

    (1)
    to cure any ambiguity, defect or inconsistency;

    (2)
    to provide for uncertificated Notes in addition to or in place of certificated Notes;

    (3)
    to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Guarantor's assets;

    (4)
    to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

    (5)
    to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

    (6)
    to comply with the provisions described under "—Certain Covenants—Guarantees;"

    (7)
    to evidence and provide for the acceptance of appointment by a successor Trustee; or

118


    (8)
    to provide for the issuance of Additional Notes in accordance with the Indenture.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

    (1)
    either:

    (a)
    all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

    (b)
    all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal and premium, if any, and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

    (2)
    no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

    (3)
    the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

    (4)
    the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

119



Book-Entry, Delivery and Form

The Global Notes

        The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons (collectively, the "Global Note"). The Global Note will be deposited on the issue date with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the Trustee pursuant to the FAST Balance Certificate Agreement between the DTC and the Trustee.

        Except as set forth below, the Global Note may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Note may not be exchanged for Notes in physical, certificated form ("Certificated Notes") except in the limited circumstances described below.

        All interests in the Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

Exchanges Among the Global Notes

        Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

Certain Book-Entry Procedures for the Global Notes

        The following descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

        DTC has advised the Company that it is:

    a limited purpose trust company organized under the laws of the State of New York;

    a "banking organization" within the meaning of the New York Banking Law;

    a member of the Federal Reserve System;

    a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended; and

    a "clearing agency" registered pursuant to Section 17A of the Exchange Act.

        DTC was created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's Participants include securities brokers and dealers (including the Initial Purchasers), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants.

120



        The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes represented by a Global Note to such Persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of Persons who hold interests through Participants, the ability of a Person having an interest in Notes represented by a Global Note to pledge or transfer such interest to Persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

        So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Note for all purposes under the Indenture. Except as described below, owners of beneficial interests in the Global Note will not be entitled to have Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder. Accordingly, each Holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such Holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such Holder owns its interest, to exercise any rights of a Holder of Notes under the Indenture or such Global Note. The Company understands that under existing industry practice, in the event that the Company requests any action of Holders of Notes, or a Holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the Holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize Holders of Notes owning through such Participants to take such action or would otherwise act upon the instruction of such Holders. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to such Notes.

        Payments in respect of the principal of, and interest and premium and Liquidated Damages, if any, any Notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the Trustee to or at the direction of DTC or its nominee in its capacity as the registered Holder of the Global Note representing such notes under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments thereon and for any and all other purposes whatsoever. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, interest and premium and liquidated damages, if any). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

Registration Rights; Liquidated Damages

        The following description is a summary of the material provisions of the Registration Rights Agreement. It does not restate that agreement in its entirety. A copy of the Registration Rights Agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. We urge you to read the Registration Rights Agreement in its entirety because it, and not this description, defines your registration rights as Holders of these Notes.

        On August 19, 2004, the Company, the Guarantors and the Initial Purchasers entered into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company and the

121



Guarantors agreed to file with the Commission a registration statement on the appropriate form under the Securities Act with respect to an offer to exchange the outstanding notes for the exchange notes (the "Exchange Offer Registration Statement"). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors will offer to the Holders of outstanding notes pursuant to the Exchange Offer, who are able to make certain representations, the opportunity to exchange outstanding notes for exchange notes. For a description of the Exchange Offer, see "The Exchange Offer."

        If:

    (1)
    the Company and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or

    (2)
    for any reason that Exchange Offer is not consummated within the required time period; or

    (3)
    any Holder of Notes notifies the Company that:

    (a)
    it is prohibited by law or Commission policy from participating in the Exchange Offer; or

    (b)
    it may not resell the exchange notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

    (c)
    it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company,

the Company and the Guarantors will file with the Commission a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement") to cover resales of the Notes by the Holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

        The Company and the Guarantors will use their reasonable best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the Commission.

        Holders of Notes that wish to exchange outstanding notes for exchange notes in the Exchange Offer will be required to make representations, including representations that:

    (1)
    any exchange notes to be received by it will be acquired in the ordinary course of its business;

    (2)
    it has no arrangement with any person to participate in the distribution of the exchange notes;

    (3)
    it is not an "affiliate," as defined in Rule 405 of the Securities Act of the Company, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

    (4)
    it is not a broker-dealer tendering notes that it acquired directly from us for its own account.

        Under existing Commission interpretations, the exchange notes would, in general, be freely transferable after the Exchange Offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the Exchange Offer, a prospectus meeting the requirements of the Securities Act must be delivered upon resale by such broker-dealers in connection with resales of the exchange notes. We have agreed, for a period ending on the earlier of (i) 180 days after the Exchange Offer Registration Statement is declared effective and (ii) the date on which the broker-dealer is no longer required to deliver a prospectus, to make available a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any exchange notes acquired in the Exchange Offer.

        The Registration Rights Agreement provides:

122


    (1)
    the Company and the Guarantors will use their reasonable best efforts to have the Exchange Offer Registration Statement declared effective by the Commission on or prior to July 15, 2005;

    (2)
    unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantors will:

    (a)
    commence the Exchange Offer; and

    (b)
    issue exchange notes in exchange for all Notes tendered prior thereto in the Exchange Offer; and

    (3)
    if obligated to file the Shelf Registration Statement, the Company and the Guarantors will file the Shelf Registration Statement with the Commission on or prior to 60 days after such filing obligation arises and use their reasonable best efforts to cause the Shelf Registration to be declared effective by the Commission on or prior to 120 days after such obligation arises.

        If:

    (1)
    the Company and the Guarantors fail to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing; or

    (2)
    any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); or

    (3)
    the Company and the Guarantors fail to consummate the Exchange Offer on or prior to August 26, 2005 with respect to the Exchange Offer Registration Statement; or

    (4)
    the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Notes during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (1) through (4) above, a "Registration Default"),

then the Company and the Guarantors will pay Liquidated Damages to each Holder of Notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the principal amount of Notes held by such Holder.

        The amount of the Liquidated Damages will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.0% per annum.

        All accrued Liquidated Damages will be paid by the Company and the Guarantors on each interest payment date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

        Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

        Holders of Notes will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above. By acquiring Notes, a Holder will be deemed to have agreed to indemnify the Company and the Guarantors against certain losses arising out of information furnished by such Holder in writing for inclusion in any Shelf Registration Statement. Holders of Notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from the Company.

123



Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

    (1)
    Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

    (2)
    Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

        "Asset Sale" means:

    (1)
    the sale, lease, conveyance or other disposition of any property or assets; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions described above under the caption "— Repurchase at the Option of Holders—Asset Sales;" and

    (2)
    the issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors' qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

    (1)
    any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

    (2)
    a transfer or other disposition of assets between or among the Company and its Restricted Subsidiaries;

    (3)
    an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary;

    (4)
    the sale or lease of equipment, inventory (including cemetery plots), accounts receivable or other assets (including securities and other investment portfolio assets) in the ordinary course of business;

    (5)
    the sale or other disposition of Cash Equivalents;

124


    (6)
    dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

    (7)
    a Restricted Payment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments;"

    (8)
    any sale or disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of the Company or its Restricted Subsidiaries.

    (9)
    the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;

    (10)
    the sale of all the Capital Stock of Security Plan Life Insurance Company, substantially all of which consists of insurance operations of the Company and its Restricted Subsidiaries;

    (11)
    the release of intangible claims or rights in connection with the loss or settlement of a bona fide lawsuit, dispute or other controversy;

    (12)
    the dispositions of accounts receivable and related assets of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; and

    (13)
    the creation of any Lien in compliance with the terms of the Indenture.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

        "Board of Directors" means:

    (1)
    with respect to a corporation, the board of directors of the corporation or, except as used in the covenant described under the caption "—Certain Covenants—Transactions with Affiliates," a committee thereof authorized to exercise the appropriate power of the board of directors of such corporation;

    (2)
    with respect to a partnership, the Board of Directors of the general partner of the partnership; and

    (3)
    with respect to any other Person, the board or committee of such Person serving a similar function.

        "Business Day" means any day other than a Legal Holiday.

125



        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

    (1)
    in the case of a corporation, corporate stock;

    (2)
    in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

    (3)
    in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

    (4)
    any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Cash Equivalents" means:

    (1)
    United States and Canadian dollars;

    (2)
    securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 12 months from the date of acquisition;

    (3)
    certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better;

    (4)
    repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

    (5)
    commercial paper having one of the two highest ratings obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings Group (or any successors thereto) and in each case maturing within 12 months after the date of acquisition;

    (6)
    securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings Group (or any successors thereto) and having maturities of not more than 12 months from the date of acquisition; and

    (7)
    money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

        "Change of Control" means the occurrence of any of the following:

    (1)
    the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act);

    (2)
    the adoption of a plan relating to the liquidation or dissolution of the Company;

126


    (3)
    any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company;

    (4)
    the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

    (5)
    the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

        "Change of Control Offer" has the meaning set forth under the caption "—Repurchase at the Option of Holders—Change of Control."

        "Change of Control Payment" has the meaning set forth under the caption "—Repurchase at the Option of Holders—Change of Control."

        "Commission" means the United Stated Securities and Exchange Commission.

        "Common Stock" means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

        "Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

    (1)
    provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

    (2)
    Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

    (3)
    depreciation, amortization (including amortization of debt issuance costs and intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

    (4)
    any one-time charges related to tender premiums paid in connection with repurchases of the Company's 121/4% senior notes due 2009; minus

    (5)
    non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;

        in each case, on a consolidated basis and determined in accordance with GAAP.

127



        Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated EBITDA of the Company (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

    (1)
    the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

    (2)
    the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

    (3)
    the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

    (4)
    the cumulative effect of a change in accounting principles shall be excluded;

    (5)
    non-cash charges relating to employee benefit or other management compensation plans of the Company or any of its Restricted Subsidiaries or any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards of the Company or any of its Restricted Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) shall be excluded;

    (6)
    any goodwill impairment charges shall be excluded; and

    (7)
    notwithstanding clause (1) above, the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who:

    (1)
    was a member of such Board of Directors on the date of the Indenture; or

    (2)
    was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Agreement" means that certain Credit Agreement, dated as of September 17, 2003 and as amended as of January 23, 2004 and further amended as of the date of the Indenture by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders named therein

128



providing for term loan borrowings and revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, regardless of whether such amendment, modification, renewal, refunding, replacement or refinancing is with the same financial institutions or otherwise.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The term "Disqualified Stock" shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (1) a "controlled foreign corporation" under Section 957 of the Internal Revenue Code or (2) a Subsidiary of any such controlled foreign corporation.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Excluded Subsidiaries" means (1) the Insurance Subsidiaries, (2) Stephens Burial Association, Inc., Stephens Funeral Benefit Association, Inc., The Frank J. Fisher Funeral Insurance Company, Thweatt Funeral Insurance Company, Inc., Byron's Funeral Homes, Inc., Cuffe-McGinn Funeral Home, Inc., Doane Beal & Ames, Inc., Ernest A. Richardson Funeral Home, Inc., Gaffey Funeral Home, Inc., Hafey Funeral Service, Inc., John C. Mulry Funeral Homes, Inc., Ratell Funeral Home, Inc., Reimann Funeral Insurance Company, Inc., Riemann Insurance Company, Inc., McHugh Funeral Home, Inc., Alderwoods (Kentucky), Inc., New Orleans Limousine Service, Inc., Bennett-Emmert-Szakovits Funeral Home, Inc., and Dunwood Cemetery Service Company and (3) any newly created or acquired Domestic Subsidiary that is subject to regulatory restrictions that prohibit the execution of a Note Guarantee as certified to the Trustee pursuant to an Officers' Certificate.

        "Existing Indebtedness" means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indenture after giving effect to the application of the proceeds of the Notes and of any Indebtedness under the Credit Agreement borrowed on the date of the Indenture, until such amounts are repaid.

129



        "Fair Market Value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined in good faith by the Board of Directors of the Company and evidenced by a Board Resolution delivered to the Trustee if the Fair Market Value is greater than or equal to $5.0 million; provided however, that in connection with the sale or other disposition of assets held for sale as of June 19, 2004, Fair Market Value may be determined and evidenced by an Officers' Certificate if such sale was previously approved by the Board of Directors of the Company.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

    (1)
    the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations, and excluding amortization or write-off of debt issuance costs; plus

    (2)
    the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

    (3)
    any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

    (4)
    the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

        in each case, on a consolidated basis and in accordance with GAAP.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

    (1)
    acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related

130


      financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated EBITDA for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

    (2)
    the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP shall be excluded;

    (3)
    the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

    (4)
    consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

        "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are applicable on the date of determination and consistently applied.

        "Government Securities" means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

        "Guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

        "Guarantors" means:

    (1)
    each direct or indirect Domestic Subsidiary of the Company on the date of the Indenture other than Excluded Subsidiaries; and

    (2)
    any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

    (3)
    and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

    (1)
    interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk;

131


    (2)
    commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk;

    (3)
    foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk; and

    (4)
    any indemnity agreements and arrangements entered into in connection with the agreements described in clauses (1), (2) and (3).

        "Holder" means a Person in whose name a Note is registered.

        "incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, without duplication, whether or not contingent:

    (1)
    in respect of borrowed money;

    (2)
    evidenced by bonds, notes, debentures or similar instruments;

    (3)
    evidenced by letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clauses (1) or (2) above or clauses (5), (6) or (8) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement;

    (4)
    in respect of banker's acceptances;

    (5)
    in respect of Capital Lease Obligations and Attributable Debt;

    (6)
    in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable incurred in the ordinary course;

    (7)
    representing Hedging Obligations, other than Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or

132


    (8)
    representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends.

        In addition, the term "Indebtedness" includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

        The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

    (1)
    the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

    (2)
    the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

    (i)
    any liability for federal, state, local or other taxes;

    (ii)
    performance, surety or appeal bonds provided in the ordinary course of business;

    (iii)
    any liability arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such liability is extinguished within five Business Days of its incurrence;

    (iv)
    agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; or

    (v)
    any obligation of any Insurance Subsidiary to pay incurred losses under insurance programs in the ordinary course of business.

        "Initial Purchasers" means Banc of America Securities LLC and Morgan Stanley & Co. Incorporated.

        "Insurance Subsidiary" means a direct or indirect Restricted Subsidiary of the Company that (a) is regulated as an insurance company or an insurance holding company under applicable law and (b) is designated by the Board of Directors of the Company as an Insurance Subsidiary; provided, however, that if any such Subsidiary Guarantees any Indebtedness of the Company or any Restricted Subsidiary of the Company (other than another Insurance Subsidiary), then such Subsidiary shall cease to be an Insurance Subsidiary for so long as it shall continue to Guarantee such Indebtedness. As of the Issue

133



Date, Funeral Service, Inc., Alderwoods Life Insurance Group, Inc., Mayflower National Life Insurance Company, National Capital Life Insurance Company, Mayflower Corporate Services, Inc., Security Plan Life Insurance Company, Security Plan Fire Insurance Company and The Security Plan Agency, Inc. shall be Insurance Subsidiaries.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers and employees made in the ordinary course of business), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) or purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

        If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Issue Date" means the date of original issuance of the Notes under the Indenture.

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

    (1)
    any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

134


    (2)
    any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

        "Net Proceeds" means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or is required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and (5) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers' Certificate delivered to the Trustee; provided, however, that (i) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefore has expired and (ii) amounts initially held in reserve pursuant to clause (5) no longer so held shall at that time become Net Proceeds.

        "Note Guarantee" means a Guarantee of the Notes pursuant to the Indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Officer" means, with respect to any Person, the chairman of the board, the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the principal accounting officer, the secretary or any vice president, or any person performing the equivalent function, of such Person.

        "Officers' Certificate" means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of the Indenture.

        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of the Indenture.

        "Permitted Business" means any business conducted or proposed to be conducted (as described in the prospectus) by the Company and its Restricted Subsidiaries on the date of the Indenture and other businesses reasonably related, ancillary, complementary or incidental thereto or reasonable extensions or expansions thereof.

        "Permitted Investments" means:

    (1)
    any Investment in the Company or in a Restricted Subsidiary of the Company;

    (2)
    any Investment in Cash Equivalents;

    (3)
    any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

    (a)
    such Person becomes a Restricted Subsidiary of the Company; or

135


      (b)
      such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

    (4)
    any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

    (5)
    Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

    (6)
    Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;

    (7)
    evidences of indebtedness, stock, obligations, securities or other instruments received in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, workout, reorganization or recapitalization of a Person or as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

    (8)
    Investment of funds received by the Company or any of its Restricted Subsidiaries in the ordinary course of business, which funds are required to be held in trust for the benefit of others by the Company or such Restricted Subsidiary, as the case may be, and which funds are classified on the Company's balance sheet as pre-need funeral receivables and trust investments, pre-need cemetery receivables and trust investments or cemetery perpetual care investments;

    (9)
    Investments in joint ventures engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of the Indenture, not to exceed $25.0 million;

    (10)
    Investments in any Receivables Subsidiary that is necessary to effect a Qualified Receivables Transaction;

    (11)
    Investments in securities permitted by applicable law by any Insurance Subsidiary in the ordinary course of its business and consistent with past practice; provided that each such Investment shall be made pursuant to and in accordance with the terms of one or more investment policies approved by the Board of Directors of the Company; and

    (12)
    additional Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) since the date of the Indenture, not to exceed $25.0 million.

        "Permitted Liens" means:

    (1)
    Liens on the assets of the Company and any Guarantor securing Indebtedness in an aggregate principal amount not to exceed the greater of (a) the amount of Indebtedness permitted to be incurred under clause (1) of the covenant described under the caption "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) the Secured Debt Cap;

    (2)
    Liens in favor of the Company or any Restricted Subsidiary;

136


    (3)
    Liens on property of a Person existing at the time such Person is acquired by, merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those of the Person acquired, merged into or consolidated with the Company or the Restricted Subsidiary;

    (4)
    Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

    (5)
    Liens existing on the date of the Indenture;

    (6)
    Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $15.0 million at any one time outstanding;

    (7)
    Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;" provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement;

    (8)
    Liens on cash or Cash Equivalents securing Hedging Obligations of the Company or any of its Restricted Subsidiaries that do not constitute Indebtedness or securing letters of credit that support such Hedging Obligations;

    (9)
    Liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance or other social security obligations;

    (10)
    Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

    (11)
    survey exceptions, encumbrances, easements, cemetery dedications and restrictions or reservations of, or rights of other for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Indebtedness, and which in the aggregate do not materially impair the use for the purposes of which such properties are held by the Company or any of its Restricted Subsidiaries;

    (12)
    judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

    (13)
    Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

    (14)
    Liens on property or assets used to defease Indebtedness that was not incurred in violation of the Indenture;

    (15)
    Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary thereof on deposit with or in possession of such bank;

137


    (16)
    any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense;

    (17)
    Liens arising from precautionary UCC financing statements regarding operating leases or consignments;

    (18)
    Liens of franchisors in the ordinary course of business not securing Indebtedness;

    (19)
    interment rights of third parties regarding real property used for burial purposes;

    (20)
    Liens for taxes, assessments or governmental charges or claims either not delinquent or contested in good faith by appropriate proceedings and as to which the Company or any of its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP and as to which foreclosure is stayed during the pending of such proceeding;

    (21)
    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other similar Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

    (22)
    statutory Liens on the property and assets of any Insurance Subsidiary securing the ordinary course insurance-related obligations of such Insurance Subsidiary;

    (23)
    Liens on assets of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; and

    (24)
    Liens securing Permitted Refinancing Indebtedness (and all Obligations related thereto); provided that such Liens do not extend to or cover any property or assets other than the property or assets that secure the Indebtedness being refinanced (and additions and accessions to such property or assets).

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

    (1)
    the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

    (2)
    such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

    (3)
    if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes, and is subordinated in right of payment to the Notes or any Note Guarantee on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

138


    (4)
    if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

    (5)
    such Permitted Refinancing Indebtedness is incurred by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Stock" means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

        "Qualified Equity Offering" means (i) an offer and sale of common stock (other than Disqualified Stock) of the Company pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company) or (ii) any private placement of common stock (other than Disqualified Stock) of the Company to any Person.

        "Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary any account receivable (whether now existing or arising in the future) and any assets related thereto, including all collateral securing such accounts receivable, all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and all other assets that are customarily transferred, or in respect of which security interest are customarily granted, in connection with an asset securitization transaction involving accounts receivable and pursuant to which such Receivables Subsidiary may sell, convey or otherwise transfer interests in such accounts receivable and related assets to any Person other than an Affiliate of the Company; provided that:

    (1)
    no portion of the Indebtedness or any other obligations (contingent or otherwise) of a Receivables Subsidiary:

    (a)
    is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of obligations pursuant to Standard Securitization Undertakings);

    (b)
    is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings; or

    (c)
    subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction of obligations incurred in such transactions, other than pursuant to Standard Securitization Undertakings;

    (2)
    neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding with a Receivables Subsidiary other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity; provided that all of the agreements, arrangements and understandings entered into by the Company or any Restricted Subsidiary with a Receivables Subsidiary in connection with

139


      any transaction or series of transactions shall be considered as a whole for purposes of determining compliance with this clause (2); and

    (3)
    neither the Company nor any Restricted Subsidiary of the Company (other than such Receivables Subsidiary) has any obligation to maintain or preserve the financial condition of a Receivables Subsidiary or cause such entity to achieve certain levels of operating results.

        "Receivables Subsidiary" means a special purpose wholly owned Subsidiary of the Company created in connection with the transactions contemplated by a Qualified Receivables Transaction, which Subsidiary engages in no activities other than those incidental to such Qualified Receivables Transaction and which is designated by the Board of Directors of the Company as a Receivables Subsidiary. Any such designation by the Board of Directors of the Company shall be evidenced by filing with the Trustee a Board Resolution giving effect to such designation and an Officers' Certificate certifying, to the best of such officers' knowledge and belief after consulting with counsel, such designation, and the transactions in which the Receivables Subsidiary will engage, comply with the requirements of the definition of Qualified Receivables Transaction complied with the preceding conditions and was permitted by the Indenture.

        "Registration Rights Agreement" means the Registration Rights Agreement, dated the date of the Indenture, among the Company and the Initial Purchasers.

        "Replacement Assets" means (1) non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Payments" has the meaning set forth under the caption "—Certain Covenants—Restricted Payments."

        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

        "sale and leaseback transaction" means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

        "Secured Debt Cap" means, on any date, an amount equal to (x) 2.25 times the Consolidated EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, minus (y) the aggregate amount of secured Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date (other than Indebtedness secured by Liens under clause (1) of the definition of "Permitted Liens"). In the event that the Company or any of its Restricted Subsidiaries incurs, repays or redeems any secured Indebtedness on such date, then the Secured Debt Cap shall be calculated giving pro forma effect to such incurrence, repayment or redemption. In addition, for purposes of making the computation referred to above, (1) acquisitions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or consolidations, since the beginning of the four-quarter period referred to above, shall be deemed to have occurred on the first day of the four-quarter period and Consolidated EBITDA for such four-quarter period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income, and (2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance

140



with GAAP, and operations or businesses disposed of since the beginning of the four-quarter period referred to above, shall be excluded.

        "Significant Subsidiary" means any Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of the Securities Act.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary of the Company, which are reasonably customary in an accounts receivable securitization transaction.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

    (1)
    any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

    (2)
    any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," and any Subsidiary of such Subsidiary.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

    (1)
    the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

    (2)
    the then outstanding principal amount of such Indebtedness.

141



U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a discussion of the material U.S. federal income tax consequences of the exchange of outstanding notes for exchange notes in the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based on the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative pronouncements and judicial decisions, all as in effect on the date of this prospectus and all subject to change or differing interpretations, possibly with retroactive effect. This summary does not discuss all of the tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to holders subject to special rules, such as financial institutions, tax-exempt entities, holders whose functional currency is not the U.S. dollar, insurance companies, dealers in securities or foreign currencies, persons holding outstanding notes as part of a hedge, straddle or other integrated transaction, or persons who have ceased to be U.S. citizens or to be taxed as resident aliens. In addition, this summary does not address any state, local or non-U.S. tax considerations. We have not sought any ruling from the Internal Revenue Service or an opinion of counsel with respect to this summary, and we cannot assure you that the Internal Revenue Service will agree with it. You are urged to consult with your own tax advisor about the application of the U.S. federal income tax laws to your particular situation as well as any consequences of the exchange under the tax laws of any state, local or foreign jurisdiction.

Exchange of Outstanding Notes for Exchange Notes

        Your acceptance of the exchange offer and your exchange of outstanding notes for exchange notes will not be taxable for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Rather, the exchange notes you receive will be treated as a continuation of your investment in the outstanding notes. Accordingly, you will not recognize a gain or loss upon the exchange of outstanding notes for exchange notes pursuant to the exchange offer, your tax basis in the exchange notes will be the same as your adjusted tax basis in the outstanding notes immediately before the exchange and your holding period for the exchange notes will include the holding period for the outstanding notes exchanged therefor. There will be no U.S. federal income tax consequences to holders that do not exchange their outstanding notes pursuant to the exchange offer.

142



PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days after the registration statement of which this prospects is a part is declared effective and (ii) the date on which the broker-dealer is no longer required to deliver a prospectus, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resales of the type described.

        If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make representations to us as described in "The Exchange Offer—Purpose and Effect of the Exchange Offer" in this prospectus and in the letter of transmittal. In addition, if you are a broker-dealer who receives exchange notes for your own account in exchange for outstanding notes that were acquired by you as a result of market-making or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale by you of the exchange notes.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of the resale, at prices related to such prevailing market prices or negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of those exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. Any profit on any resale of exchange notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period ending on the earlier of (i) 180 days after the registration statement of which this prospectus is a part is declared effective and (ii) the date on which the broker-dealer is no longer required to deliver a prospectus, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

143



LEGAL MATTERS

        The validity of the exchange notes offered hereby will be passed upon for us by Jones Day, Chicago, Illinois.


EXPERTS

        Our annual consolidated financial statements and schedule as of January 1, 2005 and January 3, 2004 and for the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002 have been included and incorporated by reference herein, our condensed consolidating guarantor financial information as of January 1, 2005 and January 3, 2004 and for the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002 have been included herein, and management's assessment of the effectiveness of internal control over financial reporting as of January 1, 2005 has been incorporated by reference herein, in reliance upon the reports of KPMG LLP, independent registered public accounting firm, such reports appearing elsewhere or incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The audit report on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of January 1, 2005 expresses KPMG LLP's opinion that Alderwoods Group did not maintain effective internal control over financial reporting as of January 1, 2005 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states Alderwoods Group did not maintain an effective control environment over financial reporting and income tax processes and Alderwoods Group did not maintain an effective control environment over its operating locations. The audit report covering the January 1, 2005 consolidated financial statements and schedule refers to a change in the method of accounting for the recognition of interests in variable interests entities and for insurance funded pre-need funeral contracts.


AVAILABLE INFORMATION

        We file reports and other information with the Commission. These reports and other information can be read and copied at the Commission's Public Reference Room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information regarding the Public Reference Room. The Commission maintains an Internet site at http://www.sec.gov that contains reports and information statements and other information regarding issuers that file electronically with the Commission, including us. In addition, our reports and other information can be inspected at the offices of the Nasdaq National Market at 1735 K Street, N.W., Washington, D.C. 20006.


INCORPORATION BY REFERENCE

        The Commission allows us to "incorporate by reference" the documents that we file with the Commission. This means that we can disclose information to you by referring you to those documents. Any information we incorporate in this manner is considered part of this prospectus except to the extent updated and superseded by information contained in this prospectus. Some information we file with the Commission after the date of this prospectus and until this offering is completed will automatically update and supersede the information contained in this prospectus.

144



        We incorporate by reference the following documents that we have filed with the Commission and any filings that we make with the Commission in the future under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is completed:

    Amendment No. 1 to Annual Report on Form 10-K/A for the 52 weeks ended January 1, 2005 (Commission File No. 000-33277);

    Annual Report on Form 10-K for the 52 weeks ended January 1, 2005 (Commission File No. 000-33277);

    Quarterly Report on Form 10-Q for the 12 weeks ended March 26, 2005 (Commission File No. 000-33277);

    Current Report on Form 8-K filed March 24, 2005 (Commission File No. 000-33277);

    Current Report on Form 8-K filed March 29, 2005 (Commission File No. 000-33277);

    Current Report on Form 8-K filed May 3, 2005 (Commission File No. 000-33277); and

    Current Report on Form 8-K filed May 12, 2005 (Commission File No. 000-33277).

        We will provide, without charge, upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this prospectus. Requests should be directed to: Alderwoods Group, Inc., 311 Elm Street, Suite 1000, Cincinnati, Ohio 45202, Attention: Manager, Investor Relations.

        You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date hereof only. Our business, financial condition, results of operations and prospects may change after that date.

145



INDEX TO FINANCIAL STATEMENTS

 
  Page
Alderwoods Group, Inc., Interim Consolidated Financial Statements    
 
Consolidated Balance Sheets as of March 26, 2005 (Unaudited) and January 1, 2005

 

F-2
 
Consolidated Statements of Operations (Unaudited) for the 12 Weeks Ended March 26, 2005 and the 12 Weeks Ended March 27, 2004

 

F-3
 
Consolidated Statements of Stockholders' Equity (Unaudited) for the 12 Weeks Ended March 26, 2005

 

F-4
 
Consolidated Statements of Cash Flows (Unaudited) for the 12 Weeks Ended March 26, 2005 and the 12 Weeks Ended March 27, 2004

 

F-5
 
Notes to the Interim Consolidated Financial Statements (Unaudited)

 

F-6

Alderwoods Group, Inc., Consolidated Financial Statements

 

 
 
Report of Independent Registered Public Accounting Firm

 

F-21
 
Consolidated Balance Sheets as of January 1, 2005 and January 3, 2004

 

F-22
 
Consolidated Statements of Operations for the 52 Weeks Ended January 1, 2005, 53 Weeks Ended January 3, 2004 and 52 Weeks Ended December 28, 2002

 

F-23
 
Consolidated Statements of Stockholders' Equity for the 52 Weeks Ended January 1, 2005, 53 Weeks Ended January 3, 2004 and 52 Weeks Ended December 28, 2002

 

F-24
 
Consolidated Statements of Cash Flows for the 52 Weeks Ended January 1, 2005, 53 Weeks Ended January 3, 2004 and 52 Weeks Ended December 28, 2002

 

F-26
 
Notes to the Consolidated Financial Statements

 

F-27

Alderwoods Group, Inc., Condensed Consolidating Guarantor Financial Information

 

 
 
Report of Independent Registered Public Accounting Firm

 

F-74
 
Condensed Consolidating Balance Sheets as of
March 26, 2005 (Unaudited)

 

F-76
 
Condensed Consolidating Balance Sheets as of
January 1, 2005

 

F-77
 
Condensed Consolidating Balance Sheets as of
January 3, 2004

 

F-78
 
Condensed Consolidating Statement of Operations for the 12 Weeks Ended
March 26, 2005 (Unaudited)

 

F-79
 
Condensed Consolidating Statement of Operations for the 12 Weeks Ended
March 27, 2004 (Unaudited)

 

F-80
 
Condensed Consolidating Statement of Operations for the 52 Weeks Ended
January 1, 2005

 

F-81
 
Condensed Consolidating Statement of Operations for the 53 Weeks Ended
January 3, 2004

 

F-82
 
Condensed Consolidating Statement of Operations for the 52 Weeks Ended
December 28, 2002

 

F-83
 
Condensed Consolidating Statement of Cash Flows for the 12 Weeks Ended
March 26, 2005 (Unaudited)

 

F-84
 
Condensed Consolidating Statement of Cash Flows for the 12 Weeks Ended
March 27, 2004 (Unaudited)

 

F-85
 
Condensed Consolidating Statement of Cash Flows for the 52 Weeks Ended
January 1, 2005

 

F-86
 
Condensed Consolidating Statement of Cash Flows for the 53 Weeks Ended
January 3, 2004

 

F-87
 
Condensed Consolidating Statement of Cash Flows for the 52 Weeks Ended
December 28, 2002

 

F-88

F-1



ALDERWOODS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

Expressed in thousands of dollars
except number of shares

 
  March 26,
2005

  January 1,
2005

 
 
  (unaudited)

   
 
ASSETS              
Current assets              
  Cash and cash equivalents   $ 16,878   $ 9,379  
  Receivables, net of allowances     58,774     66,460  
  Inventories     16,735     16,714  
  Other     10,817     27,621  
  Assets held for sale     49,083     85,141  
   
 
 
      152,287     205,315  
Pre-need funeral receivables and trust investments     332,790     335,976  
Pre-need cemetery receivables and trust investments     304,552     309,591  
Cemetery property     117,271     118,619  
Property and equipment     531,293     539,879  
Insurance invested assets     257,947     250,785  
Deferred income tax assets     9,881     8,160  
Goodwill     321,081     321,134  
Cemetery perpetual care trust investments     245,845     245,225  
Other assets     40,033     37,744  
   
 
 
    $ 2,312,980   $ 2,372,428  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities              
  Accounts payable and accrued liabilities   $ 136,238   $ 140,607  
  Current maturities of long-term debt     4,236     9,083  
  Liabilities associated with assets held for sale     36,291     63,381  
   
 
 
      176,765     213,071  
Long-term debt     427,745     454,557  
Deferred pre-need funeral and cemetery contract revenue     86,872     82,784  
Non-controlling interest in funeral and cemetery trusts     543,636     551,957  
Insurance policy liabilities     226,319     214,745  
Deferred income tax liabilities     19,786     20,346  
Other liabilities     17,227     21,915  
   
 
 
      1,498,350     1,559,375  
   
 
 

Non-controlling interest in perpetual care trusts

 

 

251,044

 

 

257,141

 

Stockholders' equity

 

 

 

 

 

 

 
  Common stock, $0.01 par value, 100,000,000 shares authorized, 40,060,010 issued and outstanding (January 1, 2005—40,017,454)     400     400  
  Capital in excess of par value     740,494     740,210  
  Accumulated deficit     (200,452 )   (213,588 )
  Accumulated other comprehensive income     23,144     28,890  
   
 
 
      563,586     555,912  
   
 
 
    $ 2,312,980   $ 2,372,428  
   
 
 

See accompanying notes to the interim consolidated financial statements

F-2



ALDERWOODS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Expressed in thousands of dollars
except per share amounts and number of shares

 
  12 Weeks Ended
 
 
  March 26,
2005

  March 27,
2004

 
Revenue              
  Funeral   $ 124,013   $ 121,942  
  Cemetery     38,215     36,487  
  Insurance     21,568     18,405  
   
 
 
      183,796     176,834  
   
 
 
Costs and expenses              
  Funeral     94,113     93,057  
  Cemetery     33,095     31,464  
  Insurance     20,287     17,505  
   
 
 
      147,495     142,026  
   
 
 
      36,301     34,808  
General and administrative expenses     10,643     11,698  
Provision for asset impairment     (755 )   1,988  
   
 
 
Income from operations     26,413     21,122  

Interest on long-term debt (Note 3)

 

 

7,516

 

 

5,264

 
Other expense (income), net     (5,800 )   (1,098 )
   
 
 
Income before income taxes     24,697     16,956  
Income taxes     11,192     5,588  
   
 
 
Net income from continuing operations     13,505     11,368  

Discontinued operations (Note 9)

 

 

 

 

 

 

 
  Loss from discontinued operations     (369 )   (9,200 )
  Income taxes         (2,669 )
   
 
 
Net loss from discontinued operations     (369 )   (6,531 )
   
 
 
Net income   $ 13,136   $ 4,837  
   
 
 

Basic earnings per Common share:

 

 

 

 

 

 

 
  Net income from continuing operations   $ 0.34   $ 0.28  
  Net loss from discontinued operations     (0.01 )   (0.16 )
   
 
 
  Net income   $ 0.33   $ 0.12  
   
 
 

Diluted earnings per Common share:

 

 

 

 

 

 

 
  Net income from continuing operations   $ 0.33   $ 0.28  
  Net loss from discontinued operations     (0.01 )   (0.16 )
   
 
 
  Net income   $ 0.32   $ 0.12  
   
 
 
Basic weighted average number of shares outstanding (thousands)     40,049     39,990  
   
 
 
Diluted weighted average number of shares outstanding (thousands)     41,312     41,015  
   
 
 

See accompanying notes to the interim consolidated financial statements

F-3



ALDERWOODS GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited)

Expressed in thousands of dollars except number of shares

 
  Shares
  Common Stock Par Value
  Capital in Excess of Par Value
  Accumulated Deficit
  Accumulated Other Comprehensive Income
  Total
 
Balance at January 1, 2005   40,017,454   $ 400   $ 740,210   $ (213,588 ) $ 28,890   $ 555,912  
Comprehensive income:                                    
  Net income                     13,136           13,136  
  Other comprehensive income (loss):                                    
    Foreign currency translation adjustment, net of income taxes of $nil                           (968 )   (968 )
    Unrealized loss on insurance invested assets, net of income taxes of $2,224                           (3,848 )   (3,848 )
      Less: reclassification adjustments for realized losses on insurance invested assets included in net income, net of income taxes of $154                           (287 )   (287 )
    Unrealized loss on derivatives, net of income taxes of $nil                           (262 )   (262 )
      Less: reclassification adjustments for realized gains on derivatives included in net income, net of income taxes of $nil                           (381 )   (381 )
                               
 
Comprehensive income                                 7,390  
Common stock issued:                                    
  Stock issued as compensation in lieu of cash   1,306           15                 15  
  Stock issued under equity incentive plan   41,250           269                 269  
   
 
 
 
 
 
 
Balance at March 26, 2005   40,060,010   $ 400   $ 740,494   $ (200,452 ) $ 23,144   $ 563,586  
   
 
 
 
 
 
 

See accompanying notes to the interim consolidated financial statements

F-4



ALDERWOODS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Expressed in thousands of dollars

 
  12 Weeks Ended
 
 
  March 26,
2005

  March 27,
2004

 
CASH PROVIDED BY (APPLIED TO)              
Operations              
  Net income   $ 13,136   $ 4,837  
  Loss from discontinued operations, net of tax     369     6,531  
  Items not affecting cash              
    Depreciation and amortization     10,132     9,151  
    Amortization of debt issue costs     905     644  
    Insurance policy benefit reserves     10,564     8,510  
    Provision for asset impairment     (755 )   1,988  
    Gain on disposal of business assets     (5,831 )   (1,086 )
    Deferred income taxes     6,447     5,572  
  Premium on long-term debt repurchase     282      
  Other, including net changes in other non-cash balances     6,467     (31,238 )
   
 
 
Net cash provided by continuing operations     41,716     4,909  
Net cash provided by discontinued operations     720     874  
   
 
 
      42,436     5,783  
   
 
 
Investing              
  Proceeds on disposition of business assets     10,488     10,714  
  Purchase of property and equipment     (4,605 )   (3,969 )
  Purchase of insurance invested assets     (48,061 )   (24,064 )
  Proceeds on disposition and maturities of insurance invested assets     37,778     15,650  
   
 
 
  Net cash used in continuing operations     (4,400 )   (1,669 )
  Net cash provided by (used in) discontinued operations     1,163     (877 )
   
 
 
      (3,237 )   (2,546 )
   
 
 
Financing              
  Increase in long-term debt     5,151     24,680  
  Repayment of long-term debt     (37,072 )   (34,029 )
  Issuance of Common stock     269      
   
 
 
  Net cash used in continuing operations     (31,652 )   (9,349 )
  Net cash used in discontinued operations     (48 )   (91 )
   
 
 
      (31,700 )   (9,440 )
   
 
 
Increase (decrease) in cash and cash equivalents     7,499     (6,203 )
Cash and cash equivalents, beginning of period     9,379     41,612  
   
 
 
Cash and cash equivalents, end of period   $ 16,878   $ 35,409  
   
 
 

See accompanying notes to the interim consolidated financial statements

F-5



ALDERWOODS GROUP, INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Tabular amounts expressed in thousands of dollars except per share amounts)

NOTE 1.    NATURE OF OPERATIONS

        Alderwoods Group, Inc., a Delaware corporation ("Alderwoods Group" and, together with its subsidiaries unless the context otherwise requires, the "Company") is the second-largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. As of March 26, 2005, the Company operated 645 funeral homes, 76 cemeteries and 63 combination funeral homes and cemeteries throughout North America.

        The Company's funeral operations encompass making funeral and cremation arrangements on an at-need or pre-need basis. The Company's funeral operations offer a full range of funeral services, including the collection of remains, registration of death, professional embalming, use of funeral home facilities, sale of caskets and other merchandise and transportation to a place of worship, funeral chapel, cemetery or crematorium.

        The Company's cemetery operations assist families in making burial arrangements and offer a complete line of cemetery products (including a selection of burial spaces, burial vaults, lawn crypts, caskets, memorials, niches, mausoleum crypts and other merchandise), the opening and closing of graves and cremation services.

        The Company's insurance operations sell a variety of insurance products, primarily to fund pre-need funeral services.

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

        The interim consolidated financial statements include the accounts of the Company, its subsidiaries and operations controlled by the Company through sales and management agreements. All subsidiaries are wholly owned, except for a few companies with small minority interests. The interim consolidated financial statements also include the accounts of the funeral trusts, cemetery merchandise and service trusts and perpetual care trusts, and several pooled investment funds created for such trusts in which the Company has a variable interest and is the primary beneficiary.

        All significant inter-entity balances and transactions have been eliminated in the consolidated financial statements. The interim consolidated financial statements have been prepared using the U.S. dollar and are presented in accordance with United States generally accepted accounting principles ("GAAP").

        The interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which in management's opinion are necessary for a fair presentation of the financial results as of March 26, 2005, and for the 12 weeks ended March 26, 2005, and March 27, 2004. The interim consolidated financial statements have been prepared on a basis consistent with the accounting policies described in the Company's Annual Report on Form 10-K for the 52 weeks ended January 1, 2005, as filed with the U.S. Securities and Exchange Commission ("SEC") and should be read in conjunction therewith.

        The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year or for any other interim period.

F-6



Use of estimates

        The preparation of the interim consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. As a result, actual amounts could significantly differ from those estimates.

Stock option plan

        Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("FAS No. 123"), Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FASB Statement No. 123," ("FAS No. 148"), established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. However, as allowed by FAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described below, and has adopted the disclosure requirements of FAS No. 123 and FAS No. 148.

        The Company applies the intrinsic value-based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, including FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," to account for its fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. Any compensation expense recorded is charged against operations over the service period, which generally matches the option vesting period. No stock-based employee compensation cost was recorded for the 12 weeks ended March 26, 2005, or the 12 weeks ended March 27, 2004, as all options granted under the Company's stock option plan had an exercise price equal to or greater than the market value of the underlying Common stock on the grant date. The following table illustrates the effect on net income and net income per share, if the Company had applied the fair value recognition provisions of FAS No. 123 to stock-based employee compensation.

 
  12 Weeks Ended
 
 
  March 26,
2005

  March 27,
2004

 
Net income, as reported   $ 13,136   $ 4,837  
Total stock-based employee compensation expense determined under fair value-based method, net of tax     (566 )   (636 )
   
 
 
Pro forma net income   $ 12,570   $ 4,201  
   
 
 
Net income per Common share:              
  Basic, as reported   $ 0.33   $ 0.12  
  Basic, pro forma     0.31     0.11  
  Diluted, as reported     0.32     0.12  
  Diluted, pro forma     0.30     0.10  

F-7


Comparability

        Certain comparative amounts have been reclassified to conform to the presentation adopted in the current year, including, among other things, the reclassification of assets held for sale as discontinued operations.

Recent accounting standards

        In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("FAS No. 123R"). FAS No. 123R requires companies to recognize compensation expense in an amount equal to the fair value of the share-based payment (including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans) issued to employees. FAS No. 123R applies to all transactions involving issuance of equity by a company in exchange for goods and services, including employee services. FAS No. 123R is effective in the first interim or annual reporting period of the first fiscal year beginning on or after June 15, 2005. The Company will adopt FAS No. 123R in the first fiscal quarter of its 2006 fiscal year and expects to use the modified prospective application method, which results in no restatement of the Company's previously issued annual consolidated financial statements. The adoption of FAS No. 123R using the modified prospective application method is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

        In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, "Inventory Costs — an amendment of ARB No. 43, Chapter 4" ("FAS No. 151"). FAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. FAS No. 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of FAS No. 151 to have a material impact on its consolidated financial position, results of operations or cash flows.

        In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets — an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions" ("FAS No. 153"). The amendments made by FAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. FAS No. 153 is to be applied prospectively and is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company elected to adopt FAS No. 153 on January 1, 2005. The adoption of FAS No. 153 had no material impact on the Company's consolidated financial position, results of operations or cash flows.

F-8



NOTE 3.    LONG-TERM DEBT

        Long-term debt consists of the following:

 
  March 26, 2005
  January 1, 2005
 
  (unaudited)

   
Revolving credit facility (a)   $   $
Senior secured term loan B due in 2009 (a)(b)     220,707     246,826
7.75% Senior unsecured notes due in 2012 (c)     200,000     200,000
12.25% Senior unsecured notes due in 2009 (d)         4,509
Promissory notes and capitalized obligations, certain of which are secured by assets of certain subsidiaries     11,274     12,305
   
 
      431,981     463,640
Less, current maturities of long-term debt     4,236     9,083
   
 
    $ 427,745   $ 454,557
   
 

(a)
In 2003, the Company entered into a senior secured facility (the "Credit Agreement"), which after subsequent amendments, includes a $368,000,000 term loan (the "Term Loan B") and a $75,000,000 revolving credit facility (the "Revolving Credit Facility"), of which $35,000,000 is available in the form of letters of credit.

    The Revolving Credit Facility is intended to be used primarily to fund the Company's working capital requirements. The Revolving Credit Facility bears interest at a rate per annum in accordance with graduated pricing based upon the Company's consolidated leverage ratio, and the Company has the option to elect an interest rate equal to either (i) a base rate (5.75% at March 26, 2005), plus 1.75% (based upon the Company's consolidated leverage ratio at March 26, 2005), or (ii) LIBOR (3.09% for the three-month LIBOR at March 26, 2005), plus 2.75% (based upon the Company's consolidated leverage ratio at March 26, 2005). An annual fee of 0.50% is charged on the unused portion of the Revolving Credit Facility.

    Material covenants in the Credit Agreement include a requirement to maintain a minimum interest coverage ratio and fixed charge coverage ratio, a requirement not to exceed a maximum leverage ratio, an annual maximum on capital expenditures and cemetery development, and specified maximum amounts for capital lease obligations, indebtedness, acquisitions, certain investments, and sales of accounts receivable. Outstanding principal amounts and interest accrued and unpaid may, at the election of the requisite lenders, become immediately due and payable and further commitments by the lenders to make loans may, at the election of the requisite lenders, be terminated upon the occurrence of events of default specified in the Credit Agreement. As of March 26, 2005, the Company was in compliance with all covenants and was not in breach of any provision of the Credit Agreement that would cause an event of default to occur. The Credit Agreement is secured by specified real property, and substantially all personal property of Alderwoods Group and specified subsidiaries. The Revolving Credit Facility matures on September 29, 2008.

    On March 18, 2005, Alderwoods Group, Inc. entered into an amendment to the Credit Agreement. The amendment modifies the Credit Agreement to provide Alderwoods Group, Inc. additional flexibility to introduce an employee stock purchase plan and other long-term incentive plans,

F-9



    increase the letter of credit sublimit under the Revolving Credit Facility to $35,000,000 from $25,000,000, and make certain other agreed upon changes.

    As of March 26, 2005, the amount available under the Revolving Credit Facility was $75,000,000, less $25,636,000 in outstanding letters of credit.

(b)
The Term Loan B provides the Company with an option to elect an interest rate equal to either (i) a base rate (5.75% at March 26, 2005), plus 1.00%, or (ii) LIBOR (3.09% for the three-month LIBOR at March 26, 2005), plus 2.00%. The weighted average rate of interest was 4.80% at March 26, 2005. The Term Loan B is repayable in quarterly principal installments from March 26, 2005, to June 13, 2009 (subject to reduction for prepayments) of 0.25% of the aggregate principal amount of the Term Loan B outstanding as of December 3, 2004, with a lump sum payment of the then-outstanding amount on the maturity date. The Company has prepaid the required quarterly principal installments up to and including the second quarter of its 2006 fiscal year.

(c)
On August 19, 2004, the Company issued the 7.75% Senior unsecured notes, due in 2012 (the "Eight-Year Senior Unsecured Notes") in a transaction exempt from registration under the Securities Act of 1933. Interest accrues at an annual rate of 7.75% and is payable semi-annually on March 15 and September 15 or, if such day is not a business day, the next succeeding business day. At any time prior to September 15, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of the Eight-Year Senior Unsecured Notes at a redemption price of 107.75% of the stated principal amount, plus accrued and unpaid interest and Liquidated Damages (as defined in the indenture governing the Eight-Year Senior Unsecured Notes), if any, with net cash proceeds from specified equity offerings, provided at least 65% of the aggregate principal amount of the Eight-Year Senior Unsecured Notes remains outstanding and the redemption occurs within 90 days of the date of the closing of the specified equity offering. On or after September 15, 2008, the Company may, at its option, redeem all or part of the Eight-Year Senior Unsecured Notes at the redemption prices (expressed as percentages of the stated principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages, if any, if redeemed during the twelve-month period beginning on September 15 of the years indicated below:

Year

  Percentage
2008   103.875
2009   101.938
2010 and thereafter   100.000
(d)
On January 2, 2002, the Company issued the 12.25% Senior unsecured notes, due 2009. On April 21, 2004, the Company repurchased the principal amount of $9,248,000 at a premium of $1,110,000, plus accrued interest. The premium is included in interest expense for the 12 weeks ended June 19, 2004.

    On August 19, 2004, the Company repurchased the principal amount of $316,243,000 at a premium of $31,340,000, plus accrued interest pursuant to an offer to purchase and consent solicitation. The premium cost is included in interest expense for the 16 weeks ended October 9, 2004.

F-10


    On January 3, 2005, the Company repurchased the remaining principal amount of $4,509,000 at a premium of $282,000, plus accrued interest, which premium is included in interest expense for the 12 weeks ended March 26, 2005.

        The Credit Agreement and the Eight-Year Senior Unsecured Notes are guaranteed by substantially all of Alderwoods Group's wholly-owned U.S. subsidiaries, other than Alderwoods Group's insurance subsidiaries and other specified excluded subsidiaries. Alderwoods Group, the parent company, has no independent assets or operations, and the guarantees of its guarantor subsidiaries are full and unconditional, and joint and several.

        In certain change of control situations, Alderwoods Group is required to make an offer to purchase the then-outstanding Eight-Year Senior Unsecured Notes at a price equal to 101% of their stated principal amount, plus accrued and unpaid interest to the applicable repurchase date and Liquidated Damages, if any.

        The Credit Agreement and the indenture governing the Eight-Year Senior Unsecured Notes restrict the Company's ability to engage in asset sales. The Credit Agreement and the indenture governing the Eight-Year Senior Unsecured Notes prohibit dispositions of assets unless the assets disposed of fulfill the requirements of specified exceptions. The indenture governing the Eight-Year Senior Unsecured Notes excepts, among other exceptions, assets with a fair market value less than $5,000,000. One specified exception contained in the Credit Agreement is dispositions of any of a group of identified "discontinued assets;" another is dispositions of assets not exceeding $35,000,000 book value in the aggregate over the life of the Credit Agreement, provided that (i) the consideration received is at least equal to fair market value and (ii) not less than 75% of the consideration is paid in cash or cash equivalents. Within 270 days of the receipt of net proceeds from any such asset sale, the Company has the ability to apply such net proceeds at its option (or as otherwise required) to invest in non-current operating assets (or enter into agreements for such investment which agreements are consummated within 360 days of such receipt of asset sale proceeds). Up to $10,000,000 of such net proceeds in any fiscal year (but not in excess of $35,000,000 in the aggregate over the term of the Credit Agreement) may be applied to make capital expenditures. To the extent the Company receives net proceeds in excess of additional specified thresholds and such excess is not applied to invest in non-current operating assets or make capital expenditures as described in the two immediately preceding sentences, the Company must make mandatory repayments under the Credit Agreement and, after all indebtedness under the Credit Agreement has been repaid, offer to purchase the Eight-Year Senior Unsecured Notes at a purchase price equal to 100.00% of the stated principal amount, plus accrued and unpaid interest and Liquidated Damages, if any.

        Covenants in the Credit Agreement and the indenture governing the Eight-Year Senior Unsecured Notes restrict, and under specified circumstances prohibit, the payment of dividends by the Company.

        Pursuant to the indenture governing the Eight-Year Senior Unsecured Notes, the Company has entered into a registration rights agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company is required, on or prior to May 16, 2005, to file an exchange offer registration statement on an appropriate form under the Securities Act of 1933 with the SEC. Upon the effectiveness of the exchange offer registration statement, the Company will offer holders of the Eight-Year Senior Unsecured Notes the opportunity to exchange their notes for notes

F-11



with substantially identical terms covered by the exchange offer registration statement. In the event (i) the Company fails to timely file an appropriate registration statement, (ii) the registration statement is not timely declared effective, (iii) the Company fails to timely consummate the exchange offer, or (iv) the registration statement is declared effective, but thereafter ceases to be effective or usable during periods specified in the Registration Rights Agreement (each of (i) through (iv), a "Registration Default"), then the Company will be subject to liquidated damages within the first 90-day period immediately following the Registration Default of 0.25% per annum of the outstanding principal amount of the Eight-Year Senior Unsecured Notes. The amount of liquidated damages will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the Registration Default has been cured, up to a maximum of 1.00% per annum.

NOTE 4.    LEGAL CONTINGENCIES

        The Company is a party to legal proceedings in the ordinary course of its business and believes it has made adequate provision for any potential estimated liabilities. The Company does not expect the outcome of any proceedings, individually or in the aggregate, to have a material adverse effect on the Company's financial position, results of operations or liquidity.

F-12


NOTE 5.    SUPPLEMENTARY STATEMENTS OF CASH FLOWS DISCLOSURE

        Supplemental disclosures related to the statement of cash flows consist of the following:

 
  12 Weeks Ended
 
 
  March 26,
2005

  March 27,
2004

 
Decrease (increase) in assets:              
  Receivables, net of allowances              
    Trade   $ 7,040   $ 3,947  
    Other     609     (1,600 )
  Inventories     (55 )   (603 )
  Prepaid expenses     16,106     (2,877 )
  Cemetery property     (936 )   (1,019 )
  Other assets     (2,087 )   (3,998 )

Increase (decrease) in liabilities:

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities     (17,468 )   (27,213 )
  Net effect of pre-need receivables and deferred revenue     4,099     5,889  
  Other liabilities     (460 )   4,322  
  Insurance policy liabilities     1,008     381  
  Other changes in non-cash balances     (1,390 )   (8,467 )
   
 
 
    $ 6,467   $ (31,238 )
   
 
 
Supplemental information:              
  Interest paid   $ 11,832   $ 16,253  
  Income taxes paid, net of refunds     391     123  
  Bad debt expense     522     876  

Non-cash investing and financing activities:

 

 

 

 

 

 

 
  Stock issued in connection with the settlement of certain unsecured claims         102  
  Stock issued as compensation in lieu of cash     15     45  
 
Restricted cash investing and financing activities:

 

 

 

 

 

 

 
    Purchases of funeral, cemetery, and perpetual care trust investments     107,274     52,638  
    Proceeds on disposition and maturities of funeral, cemetery, and perpetual care trust investments     147,468     35,024  
    Increase in non-controlling interests in funeral, cemetery and perpetual care trusts     11,588     11,121  
    Decrease in non-controlling interests in funeral, cemetery and perpetual care trusts upon fulfillment of pre-need contracts     14,014     14,922  

F-13


NOTE 6.    SUPPLEMENTARY FINANCIAL INFORMATION

        A summary of certain balance sheet accounts is as follows:

 
  March 26, 2005
  January 1, 2005
 
 
  (unaudited)

   
 
Receivables, net of allowances:              
  Customer receivables   $ 60,200   $ 68,721  
  Allowance for doubtful accounts     (10,592 )   (12,029 )
  Other     9,166     9,768  
   
 
 
    $ 58,774   $ 66,460  
   
 
 
Pre-need funeral receivables and trust investments:              
  Customer receivables   $ 38,241   $ 37,093  
  Allowance for contract cancellations and refunds     (16,716 )   (17,263 )
  Funeral trust investments     283,907     288,903  
  Amounts receivable from funeral trusts, net of allowances     27,358     27,243  
   
 
 
      $ 332,790   $ 335,976  
   
 
 
Pre-need cemetery receivables and trust investments:              
  Customer receivables   $ 67,049   $ 63,794  
  Unearned finance income     (5,828 )   (5,715 )
  Allowance for contract cancellations and refunds     (18,666 )   (17,273 )
  Cemetery merchandise and service trust investments     261,997     268,785  
   
 
 
    $ 304,552   $ 309,591  
   
 
 
Cemetery property:              
  Developed land and lawn crypts   $ 35,457   $ 37,311  
  Undeveloped land     31,876     30,660  
  Mausoleums     49,938     50,648  
   
 
 
    $ 117,271   $ 118,619  
   
 
 
Property and equipment:              
  Land   $ 161,418   $ 166,252  
  Buildings and improvements     367,932     368,230  
  Automobiles     12,894     13,003  
  Furniture, fixtures and equipment     57,175     54,298  
  Computer hardware and software     23,961     23,306  
  Accumulated depreciation and amortization     (92,087 )   (85,210 )
   
 
 
    $ 531,293   $ 539,879  
   
 
 
               

F-14


Other assets:              
  Intangible assets   $ 16,335   $ 15,060  
  Debt issue costs     9,368     10,339  
  Notes receivable     3,156     2,696  
  Other     11,174     9,649  
   
 
 
    $ 40,033   $ 37,744  
   
 
 
Accounts payable and accrued liabilities:              
  Trade payables   $ 14,076   $ 19,847  
  Interest     2,067     7,210  
  Accrued liabilities     24,638     32,421  
  Accrued insurance     17,572     18,057  
  Accrued taxes     56,656     44,785  
  Other     21,229     18,287  
   
 
 
    $ 136,238   $ 140,607  
   
 
 
Deferred pre-need contract revenue:              
  Funeral   $ 71,409   $ 69,215  
  Cemetery     15,463     13,569  
   
 
 
    $ 86,872   $ 82,784  
   
 
 
Other liabilities:              
  Perpetual care liability   $ 7,509   $ 7,487  
  Other     9,718     14,428  
   
 
 
    $ 17,227   $ 21,915  
   
 
 

NOTE 7.    SEGMENT REPORTING

        The Company's reportable segments are comprised of the three businesses it operates, each of which offers different products and services: funeral homes, cemeteries and insurance. There has been no change in the basis of this segmentation, accounting policies of the segments or the basis of measurement of segment profit or loss from that disclosed in the Company's Annual Report on Form 10-K for the 52 weeks ended January 1, 2005, as filed with the SEC.

F-15


        The Company sells primarily to external customers, though any intersegment sales or transfers occur at market price. The Company evaluates performance based on income from operations of the respective businesses.

For the 12 Weeks Ended:

  Funeral
  Cemetery
  Insurance
  Other
  Consolidated
Revenue earned from external sales:                              
  March 26, 2005   $ 124,013   $ 38,215   $ 21,568   $   $ 183,796
  March 27, 2004   $ 121,942   $ 36,487   $ 18,405   $   $ 176,834

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  March 26, 2005   $ 29,761   $ 6,013   $ 1,282   $ (10,643 ) $ 26,413
  March 27, 2004   $ 26,642   $ 5,277   $ 901   $ (11,698 ) $ 21,122

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  March 26, 2005   $ 5,711   $ 3,281   $ 40   $ 1,100   $ 10,132
  March 27, 2004   $ 5,479   $ 2,918   $ 47   $ 707   $ 9,151
Total assets at:                              
  March 26, 2005 (unaudited)   $ 1,146,628   $ 826,228   $ 283,384   $ 56,740   $ 2,312,980
  January 1, 2005   $ 1,154,019   $ 878,350   $ 272,823   $ 67,236   $ 2,372,428

Goodwill at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  March 26, 2005 (unaudited)   $ 321,081   $   $   $   $ 321,081
  January 1, 2005   $ 321,134   $   $   $   $ 321,134

        The following table reconciles earnings from operations of reportable segments to total income and identifies the components of "Other" segment earnings from operations:

 
  12 Weeks Ended
 
 
  March 26,
2005

  March 27,
2004

 
Earnings from operations of funeral, cemetery and insurance segments   $ 37,056   $ 32,820  
Other expenses of operations:              
  General and administrative expenses     (10,643 )   (11,698 )
   
 
 
Income from operations   $ 26,413   $ 21,122  
   
 
 

NOTE 8.    PROVISION FOR ASSET IMPAIRMENT

        In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS No. 144"), the Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. FAS No. 144 requires that long-lived assets to be held and used be recorded at the lower of carrying amount or fair value. Long-lived assets to be disposed of are to be recorded at the lower of carrying amount or fair value, less estimated cost to sell.

F-16


        Previously, the Company designated certain parcels of surplus real estate as held for sale, as they do not meet the Company's future geographic and strategic objectives. During the 12 weeks ended March 26, 2005, the Company re-evaluated the estimated proceeds from sale and accordingly recorded a recovery in provision for asset impairment of $755,000. During the 12 weeks ended March 27, 2004, the Company determined that the carrying amounts of certain of these surplus parcels of real estate exceeded their fair market value, less estimated costs to sell. As a result, the Company recorded a long-lived asset impairment provision of $1,988,000.

        The fair market value was determined by specific offer or bid, or an estimate based on comparable recent sales transactions. The asset impairment provisions include management estimates. As a result, actual results could differ significantly from these estimates.

NOTE 9.    DISCONTINUED OPERATIONS OF ASSETS HELD FOR SALE

        Over the previous three fiscal years, the Company engaged in a strategic market rationalization assessment to dispose of cemetery and funeral operating locations that did not fit into the Company's market or business strategies, as well as under-performing locations and excess cemetery land. The Company will on a smaller scale and over time, continue to assess the Company's portfolio of funeral and cemetery locations to ensure they continue to fit in the Company's strategy. Once a property is added to the disposal list, the Company expects to complete the sale within one year. As of March 26, 2005, the Company had 17 funeral, three cemetery and four combination locations which have not been sold within one year of being added to the disposal list. However, the Company continues to include these locations in discontinued operations of assets held for sale. Subsequent to March 26, 2005, the Company had completed the sale of all the above locations aside from one cemetery, for which negotiations with a buyer are underway.

        During the 12 weeks ended June 14, 2003, the Company identified Security Plan Life Insurance Company, its wholly-owned home service insurance company, as a non-strategic asset, because it was not part of the Company's pre-need funeral sales efforts. The Company's continuing insurance operations include Mayflower National Life Insurance Company and National Capital Life Insurance Company, its wholly-owned pre-need life insurance companies. On June 17, 2004, the Company announced the signing of an agreement by its subsidiary, Mayflower National Life Insurance Company, to sell all the outstanding shares of Security Plan Life Insurance Company for $85,000,000. The sale concluded on October 1, 2004. After payment of applicable taxes and expenses, and recapitalization of Mayflower National Life Insurance Company, the Company has utilized $65,000,000 of the proceeds to reduce long-term debt. The Company recorded a pre-tax gain on the sale of $16,011,000.

        The Company has classified all the locations identified for disposal as assets held for sale in the consolidated balance sheets and recorded any related operating results, long-lived asset impairment provisions, and gains or losses recorded on disposition as income from discontinued operations. The Company has also reclassified the prior fiscal periods to reflect any comparative amounts on a similar basis. All discontinued operations financial information presented under the insurance segment relate to Security Plan Life Insurance Company.

        Discontinued operations consists of long-lived asset impairment provisions, gains and losses recorded on disposition, and operating results of the locations. FAS No. 144 requires that long-lived

F-17



assets to be disposed of are to be recorded at the lower of carrying amount or fair market value, less estimated costs to sell. Depreciation and amortization is not recorded once an asset has been identified as held for sale. The fair market value was determined by specific offer or bid, or an estimate based on comparable recent sales transactions. Impairment provisions on assets previously identified as held for sale resulted from changes in previously estimated proceeds, net asset values and closing costs. The long-lived asset impairment provisions are based on management estimates. As a result, actual results could differ significantly from these estimates.

        The operating results of discontinued operations are summarized in the following table:

 
  12 Weeks Ended
 
 
  March 26,
2005

  March 27,
2004

 
Revenue              
  Funeral   $ 1,459   $ 6,854  
  Cemetery     543     4,395  
  Insurance         13,398  
   
 
 
    $ 2,002   $ 24,647  
   
 
 
Gross margin              
  Funeral   $ 19   $ 561  
  Cemetery     (180 )   (32 )
  Insurance         2,806  
   
 
 
      (161 )   3,335  

Provision for asset impairment

 

 

103

 

 

11,611

 
Other expense (income), net     82     (58 )
   
 
 

Loss from discontinued operations

 

 

(346

)

 

(8,218

)
Interest on long-term debt     23     982  
   
 
 
Loss from discontinued operations, before tax     (369 )   (9,200 )
   
 
 
Income tax provision for discontinued operations:              
  Current         926  
  Deferred         (3,595 )
   
 
 
Net loss from discontinued operations   $ (369 ) $ (6,531 )
   
 
 
Depreciation included in gross margin of discontinued operations   $ 13   $ 147  
   
 
 

F-18


        Details of assets held for sale at March 26, 2005, are as follows:

 
  Funeral
  Cemetery
  Total
Assets held for sale                  
  Current assets   $ 1,991   $ 107   $ 2,098
  Pre-need receivables and trust investments     18,748     11,495     30,243
  Property and equipment     10,183         10,183
  Other assets     208     6,351     6,559
   
 
 
    $ 31,130   $ 17,953   $ 49,083
   
 
 
Liabilities associated with assets held for sale                  
  Current liabilities   $ 136   $ 525   $ 661
  Deferred pre-need contract revenue     1,042     5,119     6,161
  Non-controlling interest in funeral and cemetery trusts     16,842     11,248     28,090
  Other liabilities     300     1,079     1,379
   
 
 
    $ 18,320   $ 17,971   $ 36,291
   
 
 

Non-controlling interest in perpetual care trusts

 

$


 

$

5,824

 

$

5,824
   
 
 

        Details of assets held for sale at January 1, 2005, are as follows:

 
  Funeral
  Cemetery
  Total
Assets held for sale                  
  Current assets   $ 2,140   $ 218   $ 2,358
  Pre-need receivables and trust investments     21,818     35,907     57,725
  Cemetery property         136     136
  Property and equipment     11,110     312     11,422
  Other assets     209     13,291     13,500
   
 
 
    $ 35,277   $ 49,864   $ 85,141
   
 
 
Liabilities associated with assets held for sale                  
  Current liabilities   $ 66   $ 316   $ 382
  Deferred pre-need contract revenue     1,972     3,878     5,850
  Non-controlling interest in funeral and cemetery trusts     20,033     35,966     55,999
  Other liabilities     412     738     1,150
   
 
 
    $ 22,483   $ 40,898   $ 63,381
   
 
 
Non-controlling interest in perpetual care trusts   $   $ 12,647   $ 12,647
   
 
 

F-19


NOTE 10.    INCOME PER SHARE

        The basic and diluted income per share computations for net income were as follows:

 
  12 Weeks Ended
 
  March 26,
2005

  March 27,
2004

Income (numerator):            
Net income attributable to Common stockholders   $ 13,136   $ 4,837
   
 
Shares (denominator):            
  Basic weighted average number of shares of Common stock outstanding (thousands)     40,049     39,990
  Effect of stock options assumed exercised     1,263     1,025
   
 
Diluted weighted average number of shares of Common stock outstanding (thousands)     41,312     41,015
   
 

        For the 12 weeks ended March 26, 2005, 2,373,750 employee and director stock options were dilutive to earnings and are included in the computation of diluted earnings per share. Employee and director stock options to purchase 1,830,000 shares of Common stock and warrants to purchase 2,992,000 shares of Common stock were not included in the computation of diluted earnings per share, because they were anti-dilutive.

F-20



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Alderwoods Group, Inc.:

        We have audited the accompanying consolidated balance sheets of Alderwoods Group, Inc. as at January 1, 2005 and January 3, 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for the fifty-two weeks ended January 1, 2005, the fifty-three weeks ended January 3, 2004, and the fifty-two weeks ended December 28, 2002. In connection with our audits of the consolidated financial statements, we also have audited the information with respect to the Company in financial statement Schedule II included in Item 15 of the Company's annual report on Form 10-K. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alderwoods Group, Inc. as at January 1, 2005 and January 3, 2004, and the results of its operations and its cash flows for the fifty-two weeks ended January 1, 2005, the fifty-three weeks ended January 3, 2004, and the fifty-two weeks ended December 28, 2002, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for the recognition of interests in variable interest entities and for insurance funded pre-need funeral contracts.

/s/ KPMG LLP
Chartered Accountants
Vancouver, Canada

March 24, 2005

F-21



ALDERWOODS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

Expressed in thousands of dollars
except number of shares

 
  January 1,
2005

  January 3,
2004

 
               
ASSETS              
Current assets              
  Cash and cash equivalents   $ 9,379   $ 41,612  
  Receivables, net of allowances     66,460     58,076  
  Inventories     16,714     17,339  
  Other     27,621     25,467  
  Assets held for sale     85,141     441,762  
   
 
 
      205,315     584,256  

Pre-need funeral receivables and trust investments

 

 

335,976

 

 

334,730

 
Pre-need cemetery receivables and trust investments     309,591     313,020  
Cemetery property     118,619     117,362  
Property and equipment     539,879     548,518  
Insurance invested assets     250,785     196,440  
Deferred income tax assets     8,160     6,683  
Goodwill     321,134     320,640  
Cemetery perpetual care trust investments     245,225      
Other assets     37,744     31,354  
   
 
 
    $ 2,372,428   $ 2,453,003  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities              
  Accounts payable and accrued liabilities   $ 140,607   $ 154,283  
  Current maturities of long-term debt     9,083     10,896  
  Liabilities associated with assets held for sale     63,381     313,258  
   
 
 
      213,071     478,437  

Long-term debt

 

 

454,557

 

 

619,956

 
Deferred pre-need funeral and cemetery contract revenue     82,784     600,664  
Non-controlling interest in funeral and cemetery trusts     551,957      
Insurance policy liabilities     214,745     172,209  
Deferred income tax liabilities     20,346     21,414  
Other liabilities     21,915     15,430  
   
 
 
      1,559,375     1,908,110  
   
 
 

Non-controlling interest in perpetual care trusts

 

 

257,141

 

 


 

Stockholders' equity

 

 

 

 

 

 

 
  Common stock, $0.01 par value, 100,000,000 shares authorized, 40,017,454 issued and outstanding (2003 — 39,984,979)     400     400  
  Capital in excess of par value     740,210     739,950  
  Accumulated deficit     (213,588 )   (222,937 )
  Accumulated other comprehensive income     28,890     27,480  
   
 
 
      555,912     544,893  
   
 
 
    $ 2,372,428   $ 2,453,003  
   
 
 

See accompanying notes to the consolidated financial statements

F-22



ALDERWOODS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Expressed in thousands of dollars
except per share amounts and number of shares

 
  52 Weeks
Ended
January 1,
2005

  53 Weeks
Ended
January 3,
2004

  52 Weeks
Ended
December 28,
2002

 
                     
Revenue                    
  Funeral   $ 472,935   $ 491,612   $ 481,632  
  Cemetery     163,731     167,542     156,381  
  Insurance     80,124     61,127     53,984  
   
 
 
 
      716,790     720,281     691,997  
   
 
 
 
Costs and expenses                    
  Funeral     376,646     378,195     374,788  
  Cemetery     139,919     138,767     137,487  
  Insurance     75,415     59,375     53,375  
   
 
 
 
      591,980     576,337     565,650  
   
 
 
 
      124,810     143,944     126,347  
General and administrative expenses     51,218     56,281     43,188  
Provision for goodwill impairment             228,281  
Provision for asset impairment     1,922     4,395     563  
   
 
 
 
Income (loss) from operations     71,670     83,268     (145,685 )
Interest on long-term debt and refinancing costs (Note 7)     78,079     76,453     85,050  
Other expense (income), net     (1,163 )   4,056     (6,695 )
   
 
 
 
Income (loss) before income taxes     (5,246 )   2,759     (224,040 )
Income taxes     (1,453 )   (6,485 )   (544 )
   
 
 
 
Net income (loss) from continuing operations     (3,793 )   9,244     (223,496 )
Discontinued operations (Note 19)                    
  Income (loss) from discontinued operations     19,630     5,985     (4,744 )
  Income taxes     6,488     4,422     5,504  
   
 
 
 
Income (loss) from discontinued operations     13,142     1,563     (10,248 )
   
 
 
 
Net income (loss)   $ 9,349   $ 10,807   $ (233,744 )
   
 
 
 

Basic and diluted earnings (loss) per Common share:

 

 

 

 

 

 

 

 

 

 
  Net income (loss) from continuing operations   $ (0.09 ) $ 0.23   $ (5.60 )
  Income (loss) from discontinued operations     0.32     0.04     (0.26 )
   
 
 
 
  Net income (loss)   $ 0.23   $ 0.27   $ (5.86 )
   
 
 
 
Basic weighted average number of shares outstanding (thousands)     40,001     39,971     39,916  
   
 
 
 
Diluted weighted average number of shares outstanding (thousands)     41,132     40,465     39,916  
   
 
 
 

See accompanying notes to the consolidated financial statements

F-23



ALDERWOODS GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Expressed in thousands of dollars except number of shares

 
  Shares
  Common Stock Par Value
  Capital in Excess of Par Value
  Accumulated Deficit
  Accumulated Other Comprehensive Income
  Total
 
Balance at December 31, 2001   39,878,870   $ 399   $ 738,953   $   $   $ 739,352  
Comprehensive loss:                                    
  Net loss                     (233,744 )         (233,744 )
  Other comprehensive income:                                    
    Foreign currency translation adjustment, net of income taxes of $nil                           1,942     1,942  
    Unrealized gain on insurance invested assets, net of income taxes of $8,146                           16,863     16,863  
      Less: reclassification adjustments for realized gain on insurance invested assets included in net loss, net of income taxes of $952                           (1,769 )   (1,769 )
                               
 
Comprehensive loss                                 (216,708 )
Common stock issued:                                    
  Stock issued in connection with the predecessor company's key employee retention plan   54,203           704                 704  
  Stock issued as compensation in lieu of cash   8,198           54                 54  
   
 
 
 
 
 
 
Balance at December 28, 2002   39,941,271     399     739,711     (233,744 )   17,036     523,402  
Comprehensive income:                                    
  Net income                     10,807           10,807  
  Other comprehensive income (loss):                                    
    Foreign currency translation adjustment, net of income taxes of $nil                           15,187     15,187  
    Unrealized loss on insurance invested assets, net of income tax recovery of $2,925                           (4,790 )   (4,790 )
      Less: reclassification adjustments for realized gain on insurance invested assets included in net income, net of income taxes of $345                           (642 )   (642 )
    Unrealized gain on derivatives, net of income taxes of $nil                           689     689  
                               
 
Comprehensive income                                 21,251  
Common stock issued:                                    
  Stock issued in connection with the settlement of certain unsecured claims   21,140     1     106                 107  
  Stock issued as compensation in lieu of cash   18,818           105                 105  
  Stock issued under equity incentive plan   3,750           28                 28  
   
 
 
 
 
 
 
Balance at January 3, 2004   39,984,979   $ 400   $ 739,950   $ (222,937 ) $ 27,480   $ 544,893  

F-24


 
  Shares
  Common Stock Par Value
  Capital in Excess of Par Value
  Accumulated Deficit
  Accumulated Other Comprehensive Income
  Total
 
Balance at January 3, 2004   39,984,979   $ 400   $ 739,950   $ (222,937 ) $ 27,480   $ 544,893  

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Net income                     9,349           9,349  
  Other comprehensive income (loss):                                    
    Foreign currency translation adjustment, net of income taxes of $nil                           5,324     5,324  
    Unrealized loss on insurance invested assets, net of income tax recovery of $2,770                           (2,890 )   (2,890 )
      Less: reclassification adjustments for realized gain on insurance invested assets included in net income, net of income taxes of $1,214                           (2,254 )   (2,254 )
    Unrealized gain on derivatives, net of income taxes of $nil                           1,571     1,571  
      Less: reclassification adjustments for realized gain on derivatives included in net income, net of income taxes of $nil                           (341 )   (341 )
                               
 
Comprehensive income                                 10,759  
Common stock issued:                                    
  Stock issued in connection with the settlement of certain unsecured claims   5,977           31                 31  
  Stock issued as compensation in lieu of cash   16,498           173                 173  
  Stock issued under equity incentive plan   10,000           56                 56  
   
 
 
 
 
 
 
Balance at January 1, 2005   40,017,454   $ 400   $ 740,210   $ (213,588 ) $ 28,890   $ 555,912  
   
 
 
 
 
 
 

See accompanying notes to the consolidated financial statements

F-25



ALDERWOODS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Expressed in thousands of dollars

 
  52 Weeks
Ended
January 1,
2005

  53 Weeks
Ended
January 3,
2004

  52 Weeks
Ended
December 28,
2002

 
                     
CASH PROVIDED BY (APPLIED TO)                    
Operations                    
  Net income (loss)   $ 9,349   $ 10,807   $ (233,744 )
  (Income) loss from discontinued operations, net of tax     (13,142 )   (1,563 )   10,248  
  Items not affecting cash                    
    Depreciation     42,085     40,182     37,712  
    Amortization of debt issue costs     10,118     3,220      
    Insurance policy benefit reserves     40,705     28,772     25,783  
    Provision for goodwill impairment             228,281  
    Provision for asset impairment     1,922     4,395     563  
    Loss (gain) on disposal of assets     (3,530 )   1,056     (72 )
    Deferred income taxes     (5,126 )   (1,950 )   (1,350 )
Premium on long-term debt repurchase     32,450     1,266      
Other, including net changes in other non-cash balances     (11,104 )   51,112     (915 )
   
 
 
 
Net cash provided by continuing operations     103,727     137,297     66,506  
Net cash provided by discontinued operations     15,862     18,478     2,178  
   
 
 
 
      119,589     155,775     68,684  
   
 
 
 
Investing                    
  Proceeds on disposition of business assets     20,917     11,409     9,913  
  Purchase of property and equipment     (37,183 )   (25,186 )   (21,636 )
  Purchase of insurance invested assets     (138,346 )   (117,689 )   (118,594 )
  Proceeds on disposition and maturities of insurance invested assets     86,763     78,059     82,668  
   
 
 
 
  Net cash used by continuing operations     (67,849 )   (53,407 )   (47,649 )
  Net cash provided by discontinued operations     108,975     23,694     5,094  
   
 
 
 
      41,126     (29,713 )   (42,555 )
   
 
 
 
Financing                    
  Increase in long-term debt     390,044     330,455     812  
  Repayment of long-term debt     (582,608 )   (458,868 )   (80,653 )
  Issuance of Common stock     56     28      
   
 
 
 
  Net cash used by continuing operations     (192,508 )   (128,385 )   (79,841 )
  Net cash used by discontinued operations     (440 )   (2,177 )   (1,737 )
   
 
 
 
      (192,948 )   (130,562 )   (81,578 )
   
 
 
 
Decrease in cash and cash equivalents     (32,233 )   (4,500 )   (55,449 )
Cash and cash equivalents, beginning of year     41,612     46,112     101,561  
   
 
 
 
Cash and cash equivalents, end of year   $ 9,379   $ 41,612   $ 46,112  
   
 
 
 

See accompanying notes to the consolidated financial statements

F-26



ALDERWOODS GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of dollars except per share amounts)

NOTE 1.    NATURE OF OPERATIONS

        Alderwoods Group, Inc., a Delaware corporation, together with its subsidiaries (collectively, the "Company") is the second-largest operator of funeral homes and cemeteries in North America based on total revenue and number of locations. As of January 1, 2005, the Company operated 648 funeral homes and 79 cemeteries and 63 combination funeral homes and cemeteries throughout North America.

        The Company's funeral operations encompass making funeral and cremation arrangements on an at-need or pre-need basis. The Company's funeral operations offer a full range of funeral services, including the collection of remains, registration of death, professional embalming, use of funeral home facilities, sale of caskets and other merchandise and transportation to a place of worship, funeral chapel, cemetery or crematorium.

        The Company's cemetery operations assist families in making burial arrangements and offer a complete line of cemetery products (including a selection of burial spaces, burial vaults, lawn crypts, caskets, memorials, niches, mausoleum crypts and other merchandise), the opening and closing of graves and cremation services.

        The Company's insurance operations sell a variety of insurance products, primarily to fund pre-need funeral services.

NOTE 2.    BASIS OF PRESENTATION

        The consolidated financial statements include the accounts of the Company, its subsidiaries and operations controlled by the Company through sales and management agreements. At the beginning of the Company's 2004 fiscal year on January 4, 2004, the Company adopted the Financial Accounting Standard Board's ("FASB") Interpretation No. 46, "Consolidation of Variable Interest Entities", which was revised in December 2003 ("FIN No. 46R"). As of that date, the Company consolidates approximately 600 trusts and several pooled investment funds created for such trusts that hold investments for funds transferred by the Company to funeral, cemetery and perpetual care trusts, as the Company is the primary beneficiary under these arrangements.

        The Company is the successor to The Loewen Group Inc. (the "Predecessor") and its subsidiaries, including Loewen Group International, Inc., a Delaware corporation ("Loewen International"). The consolidated financial statements have been prepared using the U.S. dollar as the functional currency and are presented in accordance with accounting principles generally accepted in the United States.

Emergence from reorganization proceedings

        On June 1, 1999, the Predecessor filed a petition for creditor protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware and voluntarily filed an application for creditor protection under the Companies' Creditors Arrangement Act with the Ontario Superior Court of Justice, Toronto, Ontario, Canada (collectively, the "Bankruptcy Courts"). The Bankruptcy Courts confirmed the plan of reorganization (the "Plan") in December 2001 and on January 2, 2002 (the "Effective Date"), the Company emerged from reorganized proceedings. For accounting and reporting purposes, the emergence is reflected as of December 31, 2001, because United States generally accepted accounting principles require that the financial statements reflect fresh

F-27



start reporting as of the confirmation date or as of a later date, that is not subsequent to the Effective Date, when all material conditions precedent to the Plan becoming binding are resolved.

        Though emergence occurred on January 2, 2002, it is the Company's continuing responsibility to resolve allowed amounts for unresolved claims. The unresolved claims relate to the allocation of payments approved by the United States Bankruptcy Court for the District of Delaware and do not impact the Company's obligations under the settlement process. The continuing expenditures continue to be paid and charged against the accrual to complete the remaining reorganization procedures.

        At December 31, 2001, the Company adopted fresh start reporting in accordance with AICPA Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code."

        As a result of the application of fresh start reporting, significant adjustments were made to the Company's historical assets and liabilities, as the fair values varied significantly from recorded amounts of the Predecessor immediately prior to the date of Plan adoption at December 31, 2001.

NOTE 3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

        The consolidated financial statements include the accounts of the Company, its subsidiary companies and operations controlled by the Company through sales and management agreements. All subsidiaries are wholly owned, except for a few companies with small minority interests. As a result of the adoption of FIN No. 46R at the beginning of the Company's 2004 fiscal year on January 4, 2004, the Company also consolidates variable interest entities in which the Company is the primary beneficiary, which includes funeral, cemetery merchandise and service, and perpetual care trusts, and several pooled investment funds created for such trusts.

        All significant inter-entity balances and transactions have been eliminated in the consolidated financial statements.

Use of estimates

        The preparation of the consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. As a result, actual amounts could significantly differ from those estimates.

Funeral operations

        Sales of at-need funeral services are recorded as revenue when the service is performed.

        Pre-need funeral services contracts provide for future funeral services, generally determined by prices prevailing at the time the contract is signed. The payments made under the contract, in part, are either placed in trust or are used to pay the premiums of life insurance policies under which the Company is designated as beneficiary. Pre-need funeral services contract amounts are deferred until the

F-28



service is performed. The Company estimates that trust fund investment earnings and annual insurance benefits exceed the increase in cost over time of providing the related services.

        The Company records amounts in funeral trusts in which the Company is not the primary beneficiary as amounts receivable from funeral trusts. Earnings in these trusts are deferred until the service is performed.

        The Company records the assets in the funeral trusts in which the Company is the primary beneficiary as trust investments at their fair value in accordance with the FASB's Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("FAS No. 115"). The liabilities of these trusts that are consolidated consist principally of the trusted portion of the Company's obligation to the pre-need contract holders, which is reflected as non-controlling interest in the trusts.

        Realized earnings from funeral trust investments and related expenses of the trusts are recognized in other expense (income). Typically, an offsetting accretion for the non-controlling interest in the trusts is included as interest expense in other expense (income). Unrealized gains and losses of funeral trust investments are recorded in both trust investments and, net of tax, in non-controlling interest in funeral trusts in the Company's consolidated balance sheet.

        Selling costs related to the sale of pre-need funeral services are expensed in the period incurred.

Cemetery operations

        Sales of cemetery merchandise and services and at-need cemetery interment rights are recorded as revenue when the merchandise is delivered or service is performed.

        Sales of pre-need cemetery interment rights are recognized in accordance with the retail land sales provisions of Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate" ("FAS No. 66"). Accordingly, provided certain collectibility criteria are met, pre-need cemetery interment right sales of developed cemetery property are deferred until a minimum of 10 percent of the sales price has been collected, while pre-need cemetery interment right sales of undeveloped cemetery property are deferred and revenue is recognized on a percentage of completion basis as the cemetery property is developed.

        Pursuant to various state and provincial laws, a portion of the proceeds from the sale of pre-need merchandise and services may also be required to be paid into trusts. The Company records the assets in the cemetery merchandise and service trusts in which the Company is the primary beneficiary as trust investments at their fair value in accordance with FAS No. 115.

        The liabilities of the trust consist principally of the trusted portion of the Company's obligation to the pre-need contract holders, which is reflected as non-controlling interest in the trusts.

        Realized earnings from cemetery merchandise and service trust investments and related expenses of the trusts are recognized in other expense (income). Typically, an offsetting accretion expense for the non-controlling interest in the trusts is included as interest expense in other expense (income). The net amount of realized earnings on merchandise and service trust funds are recorded as cemetery revenue when the merchandise is delivered and service performed. Unrealized gains and losses of cemetery

F-29



merchandise and service trust investments are recorded in both trust investments and, net of tax, in non-controlling interest in cemetery merchandise and service trusts in the Company's consolidated balance sheet.

        All direct and indirect selling costs associated with the sale of cemetery products are expensed in the period incurred. The costs associated with fulfilling the pre-need cemetery contract are expensed at the same time as the related revenue is recognized. All costs associated with cemetery interment rights are expensed at the time of sale, due to the revenues being recognized pursuant to FAS No. 66. All costs associated with cemetery merchandise are expensed at the time the pre-need contract is serviced. All costs associated with cemetery services are expensed as incurred. These costs are generally not incurred until the contract is serviced, due to these costs primarily being labor costs.

        Interest is imputed at a market rate for financed pre-need cemetery contracts that do not bear a market rate of interest.

Perpetual care trusts

        A portion of the proceeds from cemetery sales for interment rights is generally required by law to be paid into perpetual or endowment care trusts. The Company records the assets in the perpetual care trusts as trust investments at their fair value in accordance with FAS No. 115.

        The principal in perpetual care trusts is required to be held in perpetuity and is not redeemable by the Company or the customer. Accordingly, the equity interest in the perpetual care trusts is presented as a non-controlling interest in perpetual care trusts between liabilities and stockholders' equity in the Company's consolidated balance sheet.

        Realized earnings from cemetery perpetual care trust investments are recognized in other expense (income) in accordance with FAS No. 115. Typically, an offsetting accretion expense for the non-controlling interest in perpetual care trusts is also recorded in other expense (income). Distributable earnings from the perpetual care trusts are recognized in cemetery revenue to the extent of qualifying cemetery maintenance costs. Historically, qualifying cemetery maintenance costs have exceeded distributable earnings at individual cemeteries. Unrealized gains and losses on perpetual care trust investments are recorded in both cemetery perpetual care trust investments and, net of tax, in non-controlling interest in perpetual care trusts in the Company's consolidated balance sheet. Generally, net capital gains of cemetery perpetual care trust investments are not eligible for distribution to the Company.

Insurance operations

        Insurance invested assets include fixed-maturity investments, cash and short-term investments held by the Company's wholly-owned insurance companies. The Company classifies all of its fixed-maturity investments held by the Company's insurance companies as available-for-sale. Investments classified as available-for-sale are carried at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income. Short-term investments include fixed maturities which mature within one year from the date of purchase, money market mutual funds and repurchase agreements.

F-30



        Insurance invested liabilities include liabilities for future policy benefits, policy claims and other benefits payable, and premiums collected in advance. The Company establishes a liability for future policy benefits related to its traditional whole life and limited-payment life insurance products using the net level premium method based on estimated investment yields and discretionary policy growth rates, mortality, persistency and other assumptions which were considered appropriate at the time the policies were issued. Benefit reserves for annuity contracts represent policy account balances before applicable surrender charges. Additionally, the Company establishes a liability for the impact of known policy benefits payable and estimated claims that have been incurred but not yet reported to the Company. The estimate of unreported claims is based on prior experience.

        For traditional life and participating life products, premiums are recognized as revenue when due from policyholders. Benefits and expenses are matched with earned premiums to result in recognition of profits over the life of the policy contracts. This association is accomplished by means of the provision for liabilities for future policy benefits and the amortization of deferred policy acquisition costs.

        Revenues from annuity contracts represent amounts assessed against contract holders. Such assessments are principally surrender charges. Policy account balances for annuities represent the deposits received plus accumulated interest less applicable accumulated administrative fees.

        Investment income, net of investment expenses, and realized gains and losses related to insurance invested assets are included within revenues.

        Insurance costs and expenses include policy benefits and claims, changes in policy benefit reserves, amortization of deferred acquisition costs, commissions, salaries, employee benefits, and other operating expenses. Policy benefits and expenses are recognized in income over the life of the policy contracts.

        To the extent recoverable, certain costs of acquiring new insurance business have been deferred. Such costs consist of first-year commissions in excess of renewal rates, related fringe benefit costs, and direct underwriting and issuance costs.

        The deferred policy acquisition costs on traditional life products are amortized with interest over the anticipated premium-paying period of the related policies, in proportion to the ratio of annual premium revenue to be received over the life of the policies. Expected premium revenue is estimated by using the same mortality and withdrawal assumptions used in computing liabilities for future policy benefits. The amount of deferred policy acquisition costs is reduced by a provision for possible inflation on maintenance and settlement expenses.

        Also, the present value of future profits of acquired insurance business in force is amortized over the expected premium-paying period of the policies acquired.

Cash and cash equivalents

        Cash and cash equivalents include cash and term deposits with a term to maturity at acquisition of less than or equal to 90 days.

F-31



Inventories

        Inventories are carried at the lower of cost, determined primarily on a specific identification basis or a first-in first-out basis, and net realizable value.

Cemetery property

        Cemetery property, including capitalized interest, consists of developed plots, lawn crypts, mausoleums or niches and undeveloped land, and is valued at average cost. Amounts are expensed as revenue from sales of cemetery property is recognized.

Property and equipment

        Property and equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings and improvements   10 to 20 years for buildings and the shorter of 10 years or the lease term for leasehold improvements
Automobiles   2 to 5 years
Furniture, fixtures and equipment   5 to 10 years
Computer hardware and software   3 to 6 years

Goodwill and intangible assets

        Goodwill, resulting from reorganization value in excess of identifiable net assets and purchase acquisitions, is not amortized, but tested annually for impairment. The Company's reporting units for goodwill are its reportable funeral and cemetery operating segments, and its insurance reporting unit.

        Identifiable intangible assets consist of deferred insurance policy acquisition costs, present value of future insurance business profits and acquired key employee covenants not to compete, which are amortized over their respective useful lives using a method reflecting the pattern in which such assets are consumed.

Financial instruments

        Financial instruments that potentially subject the Company to concentrations of credit or collection risk principally consist of cash and cash equivalents, customer receivables, receivables from trust, and trust investments.

        The Company maintains its cash and cash equivalents in bank deposit accounts with various major financial institutions which, at times may exceed federally insured limits. The Company has not experienced any losses in such deposit accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

        Concentrations of credit risk with respect to customer receivables are minimal, due to the low dollar amount of each receivable, the large number of customers and the large dispersion of the receivables across many geographic areas.

F-32



        Funeral and cemetery merchandise and service trust investments represent customer payments on pre-need funeral contracts and pre-need cemetery contracts that are placed into state regulated trusts, and generally do not subject the Company to significant collection risk. Funds placed into certain state regulated trusts are limited to federally insured deposits and or U.S. Government bonds. The Company's policies with respect to trust fund investments are specifically designed such that investments are diversified primarily in cash, fixed income and equity securities and are maintained with various high quality and reputable counterparties, as well as to minimize concentrations of credit risk by not maintaining disproportionately large balances in any one financial counterparty. As of January 1, 2005, the Company had a significant concentration of small restricted cash trust accounts in the aggregate amount of $63,175,000 (2003 — $59,385,000) with one financial institution.

        A summary of the cost and fair values of financial instruments is as follows:

 
  January 1, 2005
  January 3, 2004
 
  Carrying Value
  Fair Value
  Carrying Value
  Fair Value
Funeral trust investments (see Note 4)   $ 281,786   $ 288,903   $   $
Cemetery trust investments (see Note 5)     255,674     268,785        
Cemetery perpetual care trust investments (see Note 6)     242,298     245,225        
Amounts receivable from funeral trusts (see Note 4)     27,243     27,243     313,642     319,135
Amounts receivable from cemetery trusts (see Note 5)             264,452     272,527
Long-term debt (see Note 7)     463,640     480,682     630,852     666,552
Insurance invested assets (see Note 8)     250,785     250,785     196,440     196,440
Derivative instruments (see Note 21)     2,087     2,087     737     737
   
 
 
 
    $ 1,523,513   $ 1,563,710   $ 1,406,123   $ 1,455,391
   
 
 
 

        The carrying amount of cash and cash equivalents, receivables, and accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments.

Derivative Financial Instruments

        The Company accounts for its derivative financial instruments in accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("FAS No. 133"). The Company records derivative instruments in the consolidated balance sheet as either an asset or liability measured at its fair value. Changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met. The Company formally documents, designates and assesses the effectiveness of transactions that receive hedge accounting.

        The Company has a significant portion of its corporate and administrative functions in Canada. Expenses for these functions are paid principally in Canadian dollars and have predictable future cash outflows ("Foreign Currency Expenditure"). The Company has a program to hedge the variability in

F-33



the United States dollar equivalent of a portion of the Foreign Currency Expenditure due to the fluctuation in the exchange rate between the United States dollar and Canadian dollar ("Foreign Currency Hedge Program"). The Company uses forward foreign exchange contracts and foreign exchange option contracts to partially mitigate foreign exchange variability. In accordance with FAS No. 133, the Company has designated the Foreign Currency Hedge Program as qualifying for hedge accounting.

        For derivatives that qualify and are designated as hedges of future cash flows, the effective portion of changes in fair values (the "Effective Portion") are reported in stockholders' equity under accumulated other comprehensive income. The Effective Portion is recognized in earnings and included in general and administrative expense when the related Foreign Currency Expenditure affects earnings. In cases where the Company revises its Foreign Currency Expenditure estimates, the Effective Portion attributable to the extent of any downward change in the Foreign Currency Expenditure estimates will be reclassified from accumulated other comprehensive income to current earnings and included in general and administrative expenses. The Company designates the change in fair value of forward foreign exchange contracts due to the change in forward points and the change in fair value of foreign exchange option contracts due to the change in time value as the "Ineffective Portion." The changes in fair values of derivatives that are not designated as hedges and the Ineffective Portion are recognized currently and included with foreign exchange gains/losses, which are reported in general and administrative expense.

Stock option plan

        Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("FAS No. 123"), Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123," ("FAS No. 148"), established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. However, as allowed by FAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described below, and has adopted the disclosure requirements of FAS No. 123 and FAS No. 148.

        The Company applies the intrinsic value-based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, including FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," to account for its fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. Any compensation expense recorded is charged against operations over the service period, which generally matches the option vesting period. No stock-based employee compensation cost was recorded for the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004, or the 52 weeks ended December 28, 2002, as all options granted under the Company's stock option plan had an exercise price equal to or greater than the market value of the underlying Common stock on the grant date. The following table illustrates the effect on net income

F-34



(loss) and net income (loss) per share, if the Company had applied the fair value recognition provisions of FAS No. 123 to stock-based employee compensation.

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks
Ended
December 28,
2002

 
Net income (loss), as reported   $ 9,349   $ 10,807   $ (233,744 )
Total stock-based employee compensation expense determined under fair value-based method, net of tax     (2,584 )   (2,479 )   (3,571 )
   
 
 
 
Pro forma net income (loss)   $ 6,765   $ 8,328   $ (237,315 )
   
 
 
 
Net income (loss) per common share:                    
  Basic and diluted, as reported   $ 0.23   $ 0.27   $ (5.86 )
  Basic and diluted, pro forma     0.16     0.21     (5.95 )

Income taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided against deferred tax assets to the extent recoverability of the asset cannot be considered to be more likely than not.

        In accordance with the principles of fresh start reporting, any future reduction of valuation allowances established at the Effective Date as a result of the utilization of benefits will reduce goodwill established at the Effective Date or, if such goodwill has been reduced to zero, increase capital in excess of par value.

Foreign currency translation

        The assets and liabilities of the Company's foreign subsidiaries, which have a functional currency other than the U.S. dollar, are translated into U.S. dollars at the rates of exchange as at the consolidated balance sheet date, and revenue and expenses are translated at the average rates of exchange for the periods of operation. The net gains or losses arising from the translations are included in stockholders' equity as a component of accumulated other comprehensive income in the consolidated statement of stockholders' equity.

Fiscal year

        The Company's fiscal year ends on the Saturday nearest to December 31 in each year (whether before or after such date).

F-35



        The first and second fiscal quarters each consist of 12 weeks and the third fiscal quarter consists of 16 weeks. In order to cause the fourth fiscal quarter to end on the same day as the fiscal year, the fourth fiscal quarter will consist of 13 weeks in certain years.

Comparibility

        Certain comparative amounts have been reclassified to conform to the presentation adopted in the current year, due to, among other things, the reclassification of assets held for sale as discontinued operations.

Accounting changes and recent accounting standards

Consolidation of trusts

        In January 2003, the FASB issued FIN No. 46R. FIN No. 46R clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to enterprises that have a variable interest in variable interest entities, and is effective no later than the end of the first reporting period that ends after March 15, 2004.

        The Company elected to adopt FIN No. 46R at the beginning of its 2004 fiscal year on January 4, 2004. The adoption of FIN No. 46R resulted in the prospective consolidation in the Company's balance sheet of approximately 600 funeral, cemetery merchandise and service, and perpetual care trusts, and several pooled investment funds created for such trusts, but did not change the legal relationships among these trusts, pooled investment funds, the Company, and its holders of pre-need contracts. The Company does not consolidate certain funeral trusts for which the Company does not absorb a majority of their expected losses, as it is not considered the primary beneficiary of these funeral trusts under FIN No. 46R. The adoption of FIN No. 46R has not materially impacted the Company's stockholders' equity, net income or its consolidated statement of cash flows, nor was there any adjustment required, due to the cumulative effect of this change in accounting policy; however, other impacts include:

    (a)
    Funeral and cemetery merchandise and service trusts

      Beginning January 4, 2004, the Company records the assets in the funeral, cemetery merchandise and service trusts, and several pooled investment funds created for such trusts, in which the Company is the primary beneficiary as trust investments at their fair value in accordance with the FAS No. 115.

      The liabilities of the trust consist principally of the trusted portion of the Company's obligation to the pre-need contract holders, which is reflected as non-controlling interest in the trusts.

      Beginning January 4, 2004, realized earnings from funeral and cemetery merchandise and service trust investments and related expenses of the trusts are recognized in other expense (income). In addition, the accretion of the non-controlling interest in the trusts is included as interest expense in other expense (income). Unrealized gains and losses of funeral and cemetery merchandise and service trust investments are recorded in both trust investments and, net of tax, in non-controlling interest in funeral and cemetery trusts in the Company's consolidated balance sheet.

F-36



    (b)
    Perpetual care trusts

      Beginning January 4, 2004, the Company records the assets in the perpetual care trusts and several pooled investment funds created for such trusts as trust investments at their fair value in accordance with FAS No. 115.

      The principal in perpetual care trusts is required to be held in perpetuity and is not redeemable by the Company or the customer. Accordingly, the equity interest in the perpetual care trusts is presented as a non-controlling interest in perpetual care trusts between liabilities and stockholders' equity in the Company's consolidated balance sheet.

      Realized earnings from cemetery perpetual care trust investments are recognized in other expense (income) in accordance with FAS No. 115. Accretion expense on the non-controlling interest in perpetual care trusts is also recorded in other expense (income). To the extent of qualifying cemetery maintenance costs, distributable earnings from the perpetual care trusts are recognized in cemetery revenue. Beginning January 4, 2004, unrealized gains and losses on perpetual care trust investments are recorded in both cemetery perpetual care trust investments and, net of tax, in non-controlling interest in perpetual care trusts in the Company's consolidated balance sheet. Generally, net capital gains of cemetery perpetual care trust investments are not eligible for distribution to the Company.

        As a result of the consolidation of the funeral, cemetery merchandise and service trusts, perpetual care trusts, and several pooled investment funds created for such trusts, the Company recorded the following as at January 4, 2004:

Trust assets and liabilities recorded:        
  Funeral trust investments   $ 306,888  
  Cemetery merchandise and service trust investments     272,527  
  Cemetery perpetual care trust investments     231,075  
  Non-controlling interest in funeral and cemetery trusts     (578,489 )
  Non-controlling interest in perpetual care trusts     (261,847 )
  Deferred income tax assets     284  
  Deferred income tax liabilities     (1,299 )
  Assets held for sale     127,647  
  Liabilities associated with assets held for sale     (96,786 )
Amounts eliminated:        
  Amounts receivable from funeral trusts, net of allowances     (301,395 )
  Amounts receivable from cemetery trusts, net of allowances     (264,452 )
  Deferred pre-need funeral contract revenue     301,395  
  Deferred pre-need cemetery contract revenue     264,452  

        Creditors of the consolidated trusts have no recourse to the general credit of the Company, except as provided under contracts executed by the Company or its subsidiaries.

F-37



Insurance funded pre-need funeral contracts

        The Company has changed its accounting policy on accounting for insurance funded pre-need funeral contracts as of January 4, 2004, as the Company has concluded that its insurance funded pre-need funeral contracts are not assets and liabilities as defined by Statement of Financial Accounting Concepts No. 6, "Elements in Financial Statements." Accordingly, the Company has retroactively removed from its consolidated balance sheet amounts relating to insurance funded pre-need funeral contracts previously included in pre-need funeral contracts with an equal and offsetting amount in deferred pre-need funeral contract revenue. The removal of insurance funded pre-need funeral contracts did not have any impact on the Company's results of operations, consolidated stockholders' equity, or cash flows. Set forth below is the effect of this removal on total assets and liabilities for the Company as of January 3, 2004, December 28, 2002, and December 31, 2001.

 
  January 3,
2004

  December 28, 2002
  December 31, 2001
 
Total assets, previously stated   $ 3,115,437   $ 3,200,766   $ 3,503,103  
Removal of amounts receivable from third-party insurance companies     (662,434 )   (647,116 )   (628,987 )
   
 
 
 
Total assets, restated   $ 2,453,003   $ 2,553,650   $ 2,874,116  
   
 
 
 
Total liabilities, previously stated   $ 2,570,544   $ 2,677,364   $ 2,763,751  
Removal of amounts from deferred pre-need funeral and cemetery revenue     (662,434 )   (647,116 )   (628,987 )
   
 
 
 
Total liabilities, restated   $ 1,908,110   $ 2,030,248   $ 2,134,764  
   
 
 
 

Recent accounting standards

        In March 2004, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 03-1 ("EITF 03-1"), "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The guidance is applicable to debt and equity securities that are within the scope of the FASB Statement of Financial Accounting Standard No. 115, "Accounting for Certain Investments in Debt and Equity Securities." EITF 03-1 specifies that an impairment would be considered other-than-temporary unless (a) the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for the recovery of the fair value up to (or beyond) the cost of the investment and (b) evidence indicating the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. EITF 03-1 was scheduled to be effective for reporting periods ending after June 15, 2004. The measurement and recognition provisions relating to debt and equity securities have been delayed until the FASB issues additional guidance. The adoption of the measurement and recognition provisions is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company. The Company adopted the disclosure provisions of EITF 03-1 during the fiscal year ended January 3, 2004.

        In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("FAS No. 123R"). FAS No. 123R requires companies to recognize compensation expense in an amount equal to the fair value of the share-based payment (including

F-38



share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans) issued to employees. FAS No. 123R applies to all transactions involving issuance of equity by a Company in exchange for goods and services, including employees. FAS No. 123R is effective in the first interim or annual reporting period that begins after June 15, 2005. The Company will adopt FAS No. 123R in the third fiscal quarter of its 2005 fiscal year and expects to use the modified prospective application method, which results in no restatement of the Company's previously issued annual consolidated financial statements. The adoption of FAS No. 123R using the modified prospective application method is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

        In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, "Inventory Costs an amendment of ARB No. 43, Chapter 4" ("FAS No. 151"). FAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. FAS No. 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of FAS No. 151 to have a material impact on its consolidated financial position, results of operations or cash flows.

        In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions" ("FAS No. 153"). The amendments made by FAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. FAS No. 153 is to be applied prospectively and is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company elected to adopt FAS No. 153 on January 1, 2005. The adoption of FAS No. 153 had no material impact on the Company's consolidated financial position, results of operations or cash flows.

F-39


NOTE 4.    PRE-NEED FUNERAL RECEIVABLES AND TRUST INVESTMENTS

        The balance in pre-need funeral receivables and trust investments represents customer receivables and funeral trust investments related to unperformed, price-guaranteed, pre-need funeral contracts. The components of pre-need funeral receivables and trust investments in the consolidated balance sheets are as follows:

 
  January 1, 2005
  January 3, 2004
 
Customer receivables   $ 37,093   $ 35,811  
Allowance for contract cancellations and refunds     (17,263 )   (14,723 )
Funeral trust investments     288,903      
Amounts receivable from funeral trusts, net of allowances     27,243     313,642  
   
 
 
Pre-need funeral receivables and trust investments   $ 335,976   $ 334,730  
   
 
 

        For customer receivables, an allowance for cancellations and refunds is provided at the date of pre-need funeral contract sale based on management's best estimates and is offset by an allowance against deferred pre-need funeral contract revenue.

        Certain of the funeral trusts have not been consolidated, because the Company is not the primary beneficiary. Accordingly, they are reported as amounts receivable from funeral trusts. Amounts receivable from funeral trusts represent a portion of the proceeds from the sale of pre-need funeral services, deposited in accordance with state and provincial trusting laws with various financial institutions, together with accrued earnings. The Company will recognize and generally receive these amounts when the merchandise is delivered or service is performed.

        As of January 1, 2005, the fair value of funeral trust investments classified as available-for-sale securities was based on quoted market prices. The carrying values of restricted cash and equivalents, and other investments approximate their fair values, due to their short-term to maturity. Funeral trust investments are evaluated for other-than-temporary impairment. Other-than-temporary impairment is required to be reflected in current earnings as a realized loss. It is possible that changes in interest rates, equity prices and other economic conditions in the near term could result in other-than-temporary impairment that could be significant to the Company.

        It is not practicable to estimate the fair value of customer receivables, because of the large number of individual contracts, which generally have terms of one to seven years and contractual or imputed interest rates ranging from 8.00% to 9.75% per annum. It is not practical to estimate the fair value of amounts receivable from funeral trusts, because they are commingled with other third party funds in various trusts.

F-40



        As of January 4, 2004, the Company adopted FIN No. 46R. The transitional provisions do not require restatement of previously issued financial statements. Accordingly, the table below shows funeral trust investments at their fair values.

 
  January 1, 2005
  January 4, 2004
 
Available-for-sale              
  Fixed income securities:              
    U.S. Treasury and other Government obligations   $ 18,424   $ 30,633  
    U.S. Government agencies     11,683     12,367  
    Corporate     10,325     9,146  
   
 
 
    Total bonds     40,432     52,146  
    Mortgaged-backed     17,287     19,435  
    Asset-backed     1,500     1,129  
   
 
 
Total fixed income securities     59,219     72,710  
Equity securities     63,175     62,243  
   
 
 
Total available-for-sale     122,394     134,953  
Restricted cash and equivalents     131,100     138,192  
Other     35,409     33,743  
   
 
 
Funeral trust investments   $ 288,903   $ 306,888  
   
 
 
Unrealized gains   $ 9,124   $ 7,281  
Unrealized losses     (2,007 )   (1,788 )

        Beginning January 4, 2004, realized investment income from the funeral trust investments, including realized gains and losses are recorded in other expense (income).

        During the 52 weeks ended January 1, 2005, funeral trust available-for-sale securities with a cost of $153,883,000 were sold for proceeds of $158,035,000, resulting in $7,259,000 and $3,107,000 of realized gains and losses, respectively. The average cost method was used to determine the cost of funeral trust available-for-sale securities disposed of.

        The Company generally recommends to the trustee the mix of equities and fixed income securities in accordance with policies set by an investment committee comprised of members of senior management. The investment committee sets the mix of investments within the investment parameters set by various state and provincial regulators and with the assistance of independent professional financial advisors. The policy emphasizes a capital preservation approach while maintaining acceptable levels of income and capital appreciation.

        The Company has determined that unrealized losses in the funeral trust investments are not other-than-temporary, as the unrealized losses were due to temporary fluctuations in interest rates and

F-41



equity prices. The Company's funeral trust investment unrealized losses and their duration as of January 1, 2005, are shown in the following table.

 
  Less than
12 Months

  Greater than
12 Months

  Total
 
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
Available-for-sale                                    
  Fixed income securities   $ 14,887   $ 203   $ 2,584   $ 119   $ 17,471   $ 322
  Equity securities     10,011     1,172     2,217     513     12,228     1,685
   
 
 
 
 
 
Total temporarily impaired securities   $ 24,898   $ 1,375   $ 4,801   $ 632   $ 29,699   $ 2,007
   
 
 
 
 
 

        Maturities of fixed income securities are estimated as follows:

 
  January 1, 2005
Due in one year or less   $ 3,435
Due in one to five years     20,360
Due in five to ten years     7,360
Thereafter     28,064
   
    $ 59,219
   

NOTE 5.    PRE-NEED CEMETERY RECEIVABLES AND TRUST INVESTMENTS

        The components of pre-need cemetery receivables and trust investments in the consolidated balance sheets are as follows:

 
  January 1, 2005
  January 3, 2004
 
Customer receivables   $ 63,794   $ 73,807  
Unearned finance income     (5,715 )   (6,891 )
Allowance for contract cancellations and refunds     (17,273 )   (18,348 )
Cemetery merchandise and service trust investments     268,785      
Amounts receivable from cemetery trusts         264,452  
   
 
 
    $ 309,591   $ 313,020  
   
 
 

        Amounts receivable from cemetery trusts represent a portion of the proceeds from the sale of pre-need merchandise and services, deposited in accordance with state and provincial trusting laws with various financial institutions, together with accrued earnings as of January 3, 2004. The Company will recognize and generally receive these amounts when the merchandise is delivered or service is performed.

F-42



        For pre-need cemetery contract sales, other than sales of pre-need cemetery interment rights, which are recognized in accordance with the retail land sales provisions of Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate," an allowance for cancellations and refunds is provided at the time of sale based on management's best estimates and is offset by an allowance against deferred pre-need funeral and cemetery revenue. For customer receivables, an allowance is provided at the time of the pre-need cemetery contract sale.

        As of January 1, 2005, the fair value of cemetery merchandise and service trust investments classified as available-for-sale securities was based on quoted market prices. The carrying values of restricted cash and equivalents, and other investments approximate their fair values, due to their short-term to maturity. Cemetery trust investments are evaluated for other-than-temporary impairment. Other-than-temporary impairment is required to be reflected in current earnings as a realized loss. It is possible that changes in interest rates, equity prices and other economic conditions in the near term could result in other than temporary impairment that could be significant to the Company.

        It is not practicable to estimate the fair value of customer receivables, because of the large number of individual contracts, which generally have terms of one to seven years and contractual or imputed interest rates ranging from 8.00% to 9.75% per annum.

        As of January 4, 2004, the Company adopted FIN No. 46R, the transitional provisions of which do not require restatement of previously issued financial statements. Accordingly, the table below shows cemetery merchandise and service trust investments at their fair values.

 
  January 1, 2005
  January 4, 2004
 
Available-for-sale              
  Fixed income securities:              
    U.S. Treasury and other Government obligations   $ 49,584   $ 55,599  
    U.S. Government agencies     24,635     20,199  
    Corporate     19,914     26,068  
   
 
 
    Total bonds     94,133     101,866  
    Mortgaged-backed     34,660     45,831  
    Asset-backed     3,134     4,176  
   
 
 
Total fixed income securities     131,927     151,873  
Equity securities     98,990     92,766  
   
 
 
Total available-for-sale     230,917     244,639  
Restricted cash and equivalents     37,115     25,853  
Other     753     2,035  
   
 
 
Cemetery trust investments   $ 268,785   $ 272,527  
   
 
 
Unrealized gains   $ 16,194   $ 11,650  
Unrealized losses     (3,083 )   (3,575 )

F-43


        Beginning January 4, 2004, realized investment earnings from the cemetery merchandise and service trust investments, including realized gains and losses are recorded in other expense (income).

        During the 52 weeks ended January 1, 2005, cemetery merchandise and service trust available-for-sale securities with a cost of $203,825,000 were sold for proceeds of $205,290,000, resulting in $5,020,000 and $3,555,000 of realized gains and losses, respectively. The average cost method was used to determine the cost of cemetery trust available-for-sale securities disposed of.

        The Company recommends to the trustee the mix of equities and fixed income securities in accordance with policies set by an investment committee comprised of members of senior management. The investment committee sets the mix of investments within the investment parameters set by various state and provincial regulators and with the assistance of independent professional financial advisors. The policy set by the investment committee emphasizes, through an investment grade focus, a capital preservation approach while maintaining acceptable levels of income and capital appreciation.

        The Company has determined that unrealized losses in the cemetery merchandise and service trust investments are not other-than-temporary, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The Company's cemetery merchandise and service trust investment unrealized losses and their duration as of January 1, 2005, are shown in the following table.

 
  Less than
12 Months

  Greater than
12 Months

  Total
 
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
Available-for-sale                                    
  Fixed income securities   $ 30,498   $ 415   $ 5,292   $ 244   $ 35,790   $ 659
  Equity securities     14,399     1,686     3,189     738     17,588     2,424
   
 
 
 
 
 
Total temporarily impaired securities   $ 44,897   $ 2,101   $ 8,481   $ 982   $ 53,378   $ 3,083
   
 
 
 
 
 

        Maturities of fixed income securities are estimated as follows:

 
  January 1, 2005
Due in one year or less   $ 7,652
Due in one to five years     45,357
Due in five to ten years     16,396
Thereafter     62,522
   
    $ 131,927
   

F-44


        The customer receivables as of January 1, 2005, are expected to mature as follows:

 
  End of Fiscal Year
2005   $ 35,251
2006     15,107
2007     6,829
2008     3,401
2009     1,333
Thereafter     1,873
   
    $ 63,794
   

NOTE 6.    CEMETERY PERPETUAL CARE TRUST INVESTMENTS

        A portion of the proceeds from cemetery sales for interment rights is generally required by law to be paid into perpetual care trusts.

        As of January 4, 2004, the Company adopted FIN No. 46R, which requires the consolidation of perpetual care trusts. Previously, perpetual care trusts were not consolidated, as the principal in these perpetual care trusts cannot be withdrawn by the Company.

        As of January 1, 2005, the fair value of perpetual care trust investments classified as available-for-sale securities were based on quoted market prices. The carrying values of restricted cash and equivalents, and other investments approximate their fair values, due to their short-term to maturity. Perpetual care trust investments are evaluated for other-than-temporary impairment. Other-than-temporary impairment is reflected as a reduction in perpetual care trust investments with an offsetting reduction in non-controlling interest in perpetual care trust. It is possible that changes in interest rates, equity prices and other economic conditions in the near term could result in other than temporary impairment that could be significant to the Company.

F-45


        The transitional provisions of FIN No. 46R do not require restatement of previously issued financial statements. Accordingly, the table below shows perpetual care trust investments at their fair values.

 
  January 1, 2005
  January 4, 2004
 
Available-for-sale              
  Fixed income securities:              
    U.S. Treasury and other Government obligations   $ 36,826   $ 43,013  
    U.S. Government agencies     34,622     17,196  
    Corporate     38,386     49,902  
   
 
 
    Total bonds     109,834     110,111  
    Mortgaged-backed     74,616     76,103  
    Asset-backed     11,305     13,161  
   
 
 
Total fixed income securities     195,755     199,375  
Equity securities     27,670     23,286  
   
 
 
Total available-for-sale     223,425     222,661  
Restricted cash and equivalents     21,451     8,072  
Other     349     342  
   
 
 
Cemetery perpetual care trust investments   $ 245,225   $ 231,075  
   
 
 
Unrealized gains   $ 5,271   $ 3,634  
Unrealized losses     (2,344 )   (2,956 )

        During the 52 weeks ended January 1, 2005, perpetual care trust available-for-sale securities with a cost of $171,540,000 were sold for proceeds of $171,662,000, resulting in $3,469,000 and $3,347,000 of realized gains and losses, respectively. The average cost method was used to determine the cost of perpetual care trust available-for-sale securities disposed of.

        The Company recommends to the trustee the mix of equities and fixed income securities in accordance with policies set by an investment committee comprised of members of senior management. The investment committee sets the mix of investments within the investment parameters set by various state and provincial regulators and with the assistance of independent professional financial advisors. The policy set by the investment committee emphasizes, through an investment grade focus, a capital preservation approach while maintaining acceptable levels of income and capital appreciation.

        The Company has determined that unrealized losses in the perpetual care trust investments are not other-than-temporary, as the unrealized losses were due to temporary fluctuations in interest rates

F-46



and equity prices. The Company's perpetual care trust investment unrealized losses and their duration as of January 1, 2005, are shown in the following table.

 
  Less than
12 Months

  Greater than
12 Months

  Total
 
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
Available-for-sale                                    
  Fixed income securities   $ 70,874   $ 963   $ 12,299   $ 568   $ 83,173   $ 1,531
  Equity securities     4,831     566     1,070     247     5,901     813
   
 
 
 
 
 
Total temporarily impaired securities   $ 75,705   $ 1,529   $ 13,369   $ 815   $ 89,074   $ 2,344
   
 
 
 
 
 

        Maturities of fixed income securities are estimated as follows:

 
  January 1, 2005
Due in one year or less   $ 11,354
Due in one to five years     67,302
Due in five to ten years     24,329
Thereafter     92,770
   
    $ 195,755
   

NOTE 7.    LONG-TERM DEBT

        Long-term debt consists of the following:

 
  January 1, 2005
  January 3, 2004
 
  Carrying Value
  Fair Value
  Carrying Value
  Fair Value
Revolving credit facility (a)   $   $   $   $
Senior secured term loan B due in 2009 (a)(b)     246,826     246,826     245,891     245,891
7.75% Senior unsecured notes due in 2012 (c)     200,000     216,760        
12.25% Senior unsecured notes due in 2009 (d)     4,509     4,791     330,000     372,900
12.25% Convertible subordinated notes due in 2012 (e)             31,879     24,679
Promissory notes and capitalized obligations, certain of which are secured by assets of certain subsidiaries     12,305     12,305     23,082     23,082
   
 
 
 
      463,640     480,682     630,852     666,552
Less, current maturities of long-term debt     9,083     9,365     10,896     10,896
   
 
 
 
    $ 454,557   $ 471,317   $ 619,956   $ 655,656
   
 
 
 

(a)
On September 17, 2003, the Company entered into a $325,000,000 senior secured facility (the "Credit Agreement"), which was funded on September 29, 2003, and included a $275,000,000 term

F-47


    loan (the "Term Loan B") and a $50,000,000 revolving credit facility (the "Revolving Credit Facility") to replace its previous credit facility. On January 23, 2004, the Company amended the Credit Agreement to, among other things:

    (i)
    Permit the repayment of the 12.25% Convertible subordinated notes, due in 2012.

    (ii)
    Reduce the applicable Term Loan B interest rate by 0.50% from LIBOR, plus 3.25% to LIBOR, plus 2.75%, or base rate, plus 2.25% to base rate, plus 1.75%.

    On August 19, 2004, the Company further amended the Credit Facility to, among other things:

    (i)
    Increase the principal amount of the Term Loan B to $368,000,000.

    (ii)
    Increase the amount available under the Revolving Credit Facility to $75,000,000, of which $25,000,000 is available in the form of letters of credit.

    (iii)
    Permit the Company to repay the subordinated bridge loan, due in 2005 (the "Bridge Loan") and redeem the 12.25% Senior unsecured notes, due in 2009 (the "Seven-Year Unsecured Notes"). On August 19, 2004, the Bridge Loan was fully repaid and terminated. As a result, an unamortized deferred finance cost of $920,000 is included in interest expense for the 52 weeks ended January 1, 2005.

    (iv)
    Permit the Company to issue new senior unsecured notes in the principal amount of $200,000,000.

    (v)
    Reduce the applicable Term Loan B interest rate to LIBOR, plus 2.50%, or base rate, plus 1.50%, provided the Company meets a specified consolidated leverage ratio.

    (vi)
    Extend the Term Loan B maturity date to September 29, 2009, and reduce the amortization payments.

    On December 3, 2004, the Company further amended the Credit Facility to, among other things, further reduce the applicable Term Loan B interest rate to LIBOR, plus 2.00%, or base rate, plus 1.00%.

    The Revolving Credit Facility is intended to be used primarily to fund the Company's working capital requirements. The Revolving Credit Facility bears interest at a rate per annum in accordance with graduated pricing based upon the Company's consolidated leverage ratio, and the Company has the option to elect an interest rate equal to either (i) a base rate (5.25% at January 1, 2005), plus 2.00% (based upon the Company's consolidated leverage ratio at January 1, 2005), or (ii) LIBOR (2.56% for the three-month LIBOR at January 1, 2005), plus 3.00% (based upon the Company's consolidated leverage ratio at January 1, 2005). An annual fee of 0.50% is charged on the unused portion of the Revolving Credit Facility.

    Material covenants in the Credit Agreement include a requirement to maintain a minimum interest coverage ratio and fixed charge coverage ratio, a requirement not to exceed a maximum leverage ratio, an annual maximum on capital expenditures and cemetery development, and specified maximum amounts for capital lease obligations, indebtedness, acquisitions, certain investments, and sales of accounts receivable. Outstanding principal amounts and interest accrued and unpaid may,

F-48



    at the election of the requisite lenders, become immediately due and payable and further commitments by the lenders to make loans may, at the election of the requisite lenders, be terminated upon the occurrence of events of default specified in the Credit Agreement. As of January 1, 2005, the Company was in compliance with all covenants and was not in breach of any provision of the Credit Agreement that would cause an event of default to occur. The Credit Agreement is secured by specified real property, and substantially all personal property of Alderwoods Group and specified subsidiaries. The Revolving Credit Facility matures on September 29, 2008.

    As of January 1, 2005, the amount available under the Revolving Credit Facility was $75,000,000, less $10,013,000 in outstanding letters of credit.

(b)
The Term Loan B provides the Company with an option to elect an interest rate equal to either (i) a base rate (5.25% at January 1, 2005), plus 1.00%, or (ii) LIBOR (2.56% for the three-month LIBOR at January 1, 2005), plus 2.00%. The weighted average rate of interest was 4.24% at January 1, 2005. The Term Loan B is repayable in quarterly principal installments from January 1, 2005, to June 13, 2009 (subject to reduction for prepayments), of 0.25% of the aggregate principal amount of the Term Loan B outstanding as of December 3, 2004, with a lump sum payment of the then-outstanding amount on the maturity date. The Company has prepaid the required quarterly principal installments up to and including the second quarter of its 2006 fiscal year.

    As a result of the amendment to the Credit Agreement on August 19, 2004, the Company expensed $1,164,000 of unamortized deferred finance costs, which is included in interest expense for the 52 weeks ended January 1, 2005. In addition, $3,280,000 of refinancing fees and costs incurred in connection with the Credit Agreement amendments on August 19, 2004, and December 3, 2004, is also included in interest expense for the 52 weeks ended January 1, 2005.

(c)
On August 19, 2004, the Company issued the 7.75% Senior unsecured notes, due in 2012 (the "Eight-Year Senior Unsecured Notes") in a transaction exempt from registration under the Securities Act of 1933. Interest accrues at an annual rate of 7.75% and is payable semi-annually on March 15 and September 15 or, if such day is not a business day, the next succeeding business day. At any time prior to September 15, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of the Eight-Year Senior Unsecured Notes at a redemption price of 107.75% of the stated principal amount, plus accrued and unpaid interest and Liquidated Damages (as defined in the indenture governing the Eight-Year Senior Unsecured Notes), if any, with net cash proceeds from specified equity offerings, provided at least 65% of the aggregate principal amount of the Eight-Year Senior Unsecured Notes remains outstanding and the redemption occurs within 90 days of the date of the closing of the specified equity offering. On or after September 15, 2008, the Company may, at its option, redeem all or part of the Eight-Year Senior Unsecured Notes at the redemption prices (expressed as percentages of the stated principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages, if any, if

F-49


    redeemed during the twelve-month period beginning on September 15 of the years indicated below:

Year

  Percentage
2008   103.875
2009   101.938
2010 and thereafter   100.000
(d)
On January 2, 2002, the Company issued the Seven-Year Unsecured Notes. On April 21, 2004, the Company repurchased the principal amount of $9,248,000 at a premium of $1,110,000, plus accrued interest. The premium is included in interest expense for the 52 weeks ended January 1, 2005.

    On August 19, 2004, the Company repurchased the principal amount of $316,243,000 at a premium of $31,340,000, plus accrued interest pursuant to an offer to purchase and consent solicitation. The premium cost is included in interest expense for the 52 weeks ended January 1, 2005.

    On January 3, 2005, the Company repurchased the remaining principal amount of $4,509,000 at a premium of $282,000, plus accrued interest.

(e)
On January 23, 2004, the Company terminated its obligations under the 12.25% Convertible subordinated notes, due in 2012, which were fully redeemed, at par, on February 23, 2004. As a result, an unamortized premium of $7,200,000 is included as a reduction of interest expense for the 52 weeks ended January 1, 2005.

    The Credit Agreement and the Eight-Year Senior Unsecured Notes are guaranteed by substantially all of Alderwoods Group's wholly-owned U.S. subsidiaries, other than Alderwoods Group's insurance subsidiaries and other specified excluded subsidiaries. Alderwoods Group, Inc., the parent company, has no independent assets or operations, and the guarantees of its guarantor subsidiaries are full and unconditional, and joint and several.

    In certain change of control situations, the Company is required to make an offer to purchase the then-outstanding Eight-Year Senior Unsecured Notes at a price equal to 101% of their stated principal amount, plus accrued and unpaid interest to the applicable repurchase date and Liquidated Damages, if any.

    The Credit Agreement and the indenture governing the Eight-Year Senior Unsecured Notes restrict the Company's ability to engage in asset sales. The Credit Agreement and the indenture governing the Eight-Year Senior Unsecured Notes prohibit dispositions of assets unless the assets disposed of fulfill the requirements of specified exceptions. The indenture governing the Eight-Year Senior Unsecured Notes excepts, among other exceptions, assets with a fair market value less than $5,000,000. One specified exception contained in the Credit Agreement is dispositions of any of a group of identified "discontinued assets;" another is dispositions of assets not exceeding $35,000,000 book value in the aggregate over the life of the Credit Agreement, provided that (i) the consideration received is at least equal to fair market value and (ii) not less than 75% of the consideration is paid in cash or cash equivalents. Within 270 days of the receipt of net proceeds from any such asset sale, the Company has the ability to apply such net proceeds

F-50



    at its option (or as otherwise required) to invest in non-current operating assets (or enter into agreements for such investment which agreements are consummated within 360 days of such receipt of asset sale proceeds). Up to $10,000,000 of such net proceeds in any fiscal year (but not in excess of $35,000,000 in the aggregate over the term of the Credit Agreement) may be applied to make capital expenditures. To the extent the Company receives net proceeds in excess of additional specified thresholds and such excess is not applied to invest in non-current operating assets or make capital expenditures as described in the two immediately preceding sentences, the Company must make mandatory repayments under the Credit Agreement and, after all indebtedness under the Credit Agreement has been repaid, offer to purchase the Eight-Year Senior Unsecured Notes at a purchase price equal to 100.00% of the stated principal amount, plus accrued and unpaid interest and Liquidated Damages, if any.

    Covenants in the Credit Agreement and the indenture governing the Eight-Year Senior Unsecured Notes restrict, and under specified circumstances prohibit, the payment of dividends by the Company.

    Pursuant to the indenture governing the Eight-Year Senior Unsecured Notes, the Company has entered into a registration rights agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company is required, on or prior to May 16, 2005, to file an exchange offer registration statement on an appropriate form under the Securities Act of 1933 with the U.S. Securities and Exchange Commission. Upon the effectiveness of the exchange offer registration statement, the Company will offer holders of the Eight-Year Senior Unsecured Notes the opportunity to exchange their notes for notes with substantially identical terms covered by the exchange offer registration statement. In the event (i) the Company fails to timely file an appropriate registration statement, (ii) the registration statement is not timely declared effective, (iii) the Company fails to timely consummate the exchange offer, or (iv) the registration statement is declared effective, but thereafter ceases to be effective or usable during periods specified in the Registration Rights Agreement (each of (i) through (iv), a "Registration Default"), then the Company will be subject to liquidated damages within the first 90-day period immediately following the Registration Default of 0.25% per annum of the outstanding principal amount of the Eight-Year Senior Unsecured Notes. The amount of liquidated damages will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the Registration Default has been cured, up to a maximum of 1.00% per annum.

    Maturities of long-term debt principal are as follows:

 
  End of Fiscal Year
       
2005   $ 9,083
2006     4,389
2007     4,700
2008     3,649
2009     240,063
Thereafter     201,756
   
    $ 463,640
   

F-51


NOTE 8.    INSURANCE ACTIVITIES

        Revenue from insurance operations is comprised of the following:

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
Premiums   $ 67,833   $ 52,251   $ 46,084
Interest, dividend and other investment income     10,560     8,753     7,432
Realized investment gains     1,731     123     468
   
 
 
    $ 80,124   $ 61,127   $ 53,984
   
 
 

        As of January 1, 2005, and January 3, 2004, the fair value of insurance operation investments classified as available-for-sale were based on quoted market prices. The carrying values of cash and short-term investments and other investments approximate their fair values, due to their short-term to maturity. Fixed maturity securities are classified as available-for-sale and carried at fair value. Investments in debt securities are evaluated for other than temporary impairment. Other than temporary impairment is reflected in current period income as a realized loss. It is possible that a significant change in economic conditions in the near term could result in losses that could be significant to the Company. Insurance invested assets carrying and fair values consist of the following:

 
  January 1, 2005
  January 3, 2004
Available-for-sale            
  Fixed income securities:            
    U.S. Treasury and other Government obligations   $ 36,405   $ 31,027
    U.S. state and political subdivisions     1,201     1,149
    Corporate     107,981     86,232
   
 
    Total bonds     145,587     118,408
    Collaterized mortgages     47,490     29,235
    Mortgaged-backed     45,385     36,392
    Asset-backed     10,227     7,666
   
 
Total available-for-sale     248,689     191,701
Cash and short-term investments     2,004     3,951
Other     92     788
   
 
Insurance invested assets   $ 250,785   $ 196,440
   
 

        During the 52 weeks ended January 1, 2005, insurance investments classified as available-for-sale with a cost of $40,021,000 (2003 — $32,331,000), were sold for proceeds of $41,752,000 (2003 — $32,454,000), resulting in $1,976,000 (2003 — $770,000) and $245,000 (2003 — $647,000) of realized gains and losses, respectively. The specific cost method was used to determine the cost of available-for-sale securities disposed of.

F-52


        Included in the fair value of insurance investments classified as available-for-sale are $7,666,000 (2003 — $6,787,000) and $714,000 (2003 — $1,167,000) of unrealized gains and losses, respectively.

        Maturities of fixed maturity securities, excluding mortgage-backed securities, collateralized mortgage obligations and asset-backed obligations are estimated as follows:

 
  January 1, 2005
  January 3, 2004
Due in one year or less   $ 1,904   $ 1,755
Due in one to five years     43,760     22,019
Due in five to ten years     21,125     32,067
Thereafter     78,798     62,567
   
 
    $ 145,587   $ 118,408
   
 

        The Company has determined that unrealized losses in insurance invested assets are not other-than-temporary, as the unrealized losses were due to temporary fluctuations in interest rates. Insurance invested assets are currently predominantly in fixed income securities. The Company manages the mix of fixed income securities in accordance with policies set by an investment committee comprised of members of senior management. The investment committee sets and modifies the mix of investments with the assistance of independent professional financial advisors. The policy emphasizes a conservative approach while maintaining acceptable levels of income and capital appreciation. The unrealized losses and their duration in insurance invested assets as at January 1, 2005, are shown in the following table.

 
  Less than 12 Months
  Greater than 12 Months
  Total
 
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
  Fair Value
  Unrealized Losses
Available-for-sale                                    
  Fixed income securities:                                    
    U.S. Treasury and other Government obligations   $ 2,084   $ 10   $ 2,255   $ 47   $ 4,339   $ 57
    U.S. state and political subdivisions             1,201     68     1,201     68
    Corporate     12,125     208     8,641     194     20,766     402
   
 
 
 
 
 
    Total bonds     14,209     218     12,097     309     26,306     527
    Collaterized mortgages     12,875     138             12,875     138
    Mortgaged-backed     12,839     21     4,087     27     16,926     48
   
 
 
 
 
 
Total temporarily impaired securities   $ 39,923   $ 377   $ 16,184   $ 336   $ 56,107   $ 713
   
 
 
 
 
 

NOTE 9.    STOCKHOLDERS' EQUITY

Capital stock

        The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.01 per share, of which none have been issued.

F-53



        The Company is authorized to issue 100,000,000 shares of Common stock, with a par value of $0.01 per share. The Company has 173,451 shares of Common stock held in reserve, but unissued, for possible future issuance in connection with certain class 11 claims under the Plan.

        Pursuant to the Company's Director Compensation Plan (the "Director Compensation Plan"), each director of the Company who is not an employee of the Company or any of its subsidiaries has the option of receiving his or her annual base retainer and attendance fees in cash, Common stock or a combination thereof. Further, each participant may elect to have Common stock paid in the form of deferred Common stock ("Deferred Stock"), which will be credited to a booking account in the name of the participant. The Deferred Stock is subject to a deferral period during which the participant has no right to transfer any rights under his or her Deferred Stock and has no other rights of ownership therein. The Company has reserved 100,000 shares of Common stock for issuance as compensation in lieu of cash under the Director Compensation Plan, of which 43,514 shares have been issued as of January 1, 2005.

        In addition, warrants to purchase 2,992,000 shares of Common stock were issued on the Effective Date. The warrants entitle the holders to purchase, at any time up to January 2, 2007, shares of Common stock at an exercise price of $25.76 per share. The exercise price of the warrants exceeded the fair value of the Company's Common stock on the date of issuance and throughout the 52 weeks ended January 1, 2005, 53 weeks ended January 3, 2004, and 52 weeks ended December 28, 2002. None of the warrants have been exercised.

Stock option plans

        On January 2, 2002, the Company implemented the 2002 Equity Incentive Plan (the "Equity Incentive Plan"). The Company's Board of Directors (or a committee thereof) may determine the awards to be granted under the Equity Incentive Plan. The Equity Incentive Plan provides for grants of stock options to the employees and members of the Company's Board of Directors. A total of 4,500,000 shares of Common stock are available for issuance in satisfaction of awards under the Equity Incentive Plan. Stock options are granted with an exercise price equal to the stock's fair market value at the date of grant. Except in certain cases, stock options have 3-year terms and vest at a rate of 25% on the first, 25% on the second and 50% on the third anniversaries of the date of grant.

F-54



        The following is a summary of the total number of outstanding stock options:

 
  Outstanding Options
  Weighted Average Exercise Price
 
  (thousands)

  (dollars per Common share)

Balance at December 31, 2001      
Granted   3,730   $ 11.20
Exercised      
Cancelled   (260 )   12.90
   
     
Balance at December 28, 2002   3,470     11.07
Granted   1,220     3.65
Exercised   (4 )   7.59
Cancelled   (501 )   11.39
   
     
Balance at January 3, 2004   4,185     8.87
Granted   70     9.43
Exercised   (10 )   5.62
Cancelled      
   
     
Balance at January 1, 2005   4,245   $ 8.89
   
     

        The following table summarizes information about stock options outstanding at January 1, 2005:

Range of Exercise Prices

  Number Outstanding
  Weighted-Average
Remaining
Contractual Life

  Weighted-Average Exercise Price
  Number Exercisable
  Weighted-Average Exercise Price
(dollars per Common share)

  (thousands)

  (in years)

  (dollars per Common share)

  (thousands)

  (dollars per Common share)

$3.65 – $5.96   1,205   8.24   $ 3.65   298   $ 3.65
$5.97 – $7.59   1,150   7.48     7.48   572     7.48
$7.60 – $13.23   1,890   7.22     13.09   1,405     13.23
   
           
     
    4,245   7.58     8.89   2,275     10.53
   
           
     

        FAS No. 123 requires disclosure of pro forma amounts to reflect the impact as if the Company had elected to adopt the optional fair value expense recognition provisions of FAS No. 123 for its stock option plans. The following table illustrates the effect on net income (loss) and net income (loss) per

F-55



share, if the Company had applied the fair value recognition provisions of FAS No. 123 to stock-based employee compensation using the Black-Scholes option pricing methodology.

 
  52 Weeks Ended January 1,
2005

  53 Weeks Ended January 3,
2004

  52 Weeks Ended December 28,
2002

 
Net income (loss):                  
  As reported   $ 9,349   $ 10,807   $(233,744 )
  Pro forma, net of tax     6,765     8,328   (237,315 )
Basic and diluted earnings (loss) (dollars per Common share):                  
  As reported   $ 0.23   $ 0.27   $(5.86 )
  Pro forma     0.16     0.21   (5.95 )

        The fair value of stock options used to compute the pro forma net loss and loss per Common share disclosures was calculated as of the grant date, using the Black-Scholes option-pricing model with the following assumptions:

Weighted-average assumptions

  January 1, 2005
  January 3, 2004
  December 28,
2002

Dividend yield   0.0%   0.0%   0.0%
Expected volatility   41.5%   32.9%   32.9%
Risk-free interest rate   1.93%   3.1%   3.1%
Expected option life in years   3   3   3

        The weighted average fair value of the Company's stock options, calculated using the Black-Scholes option-pricing model, granted during the 52 weeks ended January 1, 2005, was $2.84 (2003 — $0.96, 2002 — $2.93) per option.

        The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected price volatility and option life. The expected option life is based on the Predecessor's historical experience as well as the vesting periods and terms of the stock options. The Company uses expected volatility rates, which are based on a combination of the Company's historical volatility rates, plus the historical volatility rates of other companies in the death care industry, trended into future years. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options.

F-56



Accumulated other comprehensive income

        The components of accumulated other comprehensive income are as follows:

 
  Foreign Currency Translation Adjustment
  Unrealized Gain on Insurance Invested Assets
  Unrealized Gain on Derivatives
  Accumulated Other Comprehensive Income
Balance, December 31, 2001   $   $   $   $
  Activity in 2002     1,942     15,094         17,036
   
 
 
 
Balance, December 28, 2002     1,942     15,094         17,036
  Activity in 2003     15,187     (5,432 )   689     10,444
   
 
 
 
Balance, January 3, 2004     17,129     9,662     689     27,480
  Activity in 2004     5,324     (5,144 )   1,230     1,410
   
 
 
 
Balance, January 1, 2005   $ 22,453   $ 4,518   $ 1,919   $ 28,890
   
 
 
 

NOTE 10.    LEGAL CONTINGENCIES

        The Company is a party to legal proceedings in the ordinary course of its business, and believes it has made adequate provision for any potential estimated liabilities. The Company does not expect the outcome of any proceedings, individually or in the aggregate, to have a material adverse effect on the Company's financial position, results of operations or liquidity.

NOTE 11.    COMMITMENTS AND CONTINGENCIES

Leases

        The future annual payments for operating leases with terms greater than one year, primarily for premises, automobiles and office equipment, are as follows:

 
  Premises
  Automobiles
  Other
  Total
2005   $ 7,686   $ 1,085   $ 431   $ 9,202
2006     5,929     684     218     6,831
2007     5,047     338     93     5,478
2008     4,135     95     25     4,255
2009     3,542         4     3,546
Thereafter     14,987             14,987

        In addition to the automobile leases noted in the table above, as at January 1, 2005, the Company leased approximately 1,270 vehicles under a master operating lease agreement, which has a minimum lease term of 12 months. The Company's practice is to continue these leases on a month-to-month basis after the expiry of the minimum lease term. Lease payments for these vehicles are projected to be $7,417,000 in 2005.

F-57



        Total expense incurred under all operating leases for the 52 weeks ended January 1, 2005, was $21,739,000 (2003 — $23,181,000, 2002 — $22,731,000).

Environmental contingencies and liabilities

        The Company's operations are subject to numerous environmental laws, regulations and guidelines adopted by various governmental authorities in the jurisdictions in which the Company operates. On a continuing basis, the Company's business practices are designed to assess and evaluate environmental risk and, when necessary, conduct appropriate corrective measures. Liabilities are recorded when known or considered probable and reasonably estimable.

        The Company provides for environmental liabilities using its best estimates. Actual environmental liabilities could differ significantly from these estimates.

NOTE 12.    RETIREMENT PLANS

        The Company has a 401(K) Retirement Savings Plan for United States employees who may defer between 1% and 75% of their eligible compensation. The Company will match between 50% and 100% of employee contributions to a maximum of either 2% of employees' eligible compensation for certain employees or $2,000 for others. There are no required future contributions under this plan in respect of past service.

        The Company has a Registered Retirement Savings Plan for Canadian employees who may contribute either 3% or 5% of their compensation which is matched by an equal contribution to the plan by the Company on behalf of employees. There are no required future contributions under this plan in respect of past service.

        The Company's total expense for these retirement plans for the 52 weeks ended January 1, 2005, was approximately $2,675,000 (2003 — $2,650,000, 2002 — $2,686,000).

NOTE 13.    INCOME TAXES

        The provision or benefit for income taxes included United States federal income taxes, determined on a consolidated return basis, foreign, state and local income taxes.

        Income (loss) before income taxes was as follows:

 
  52 Weeks Ended January 1,
2005

  53 Weeks Ended January 3,
2004

  52 Weeks Ended December 28,
2002

 
United States   $ (12,954 ) $ (2,731 ) $ (232,383 )
Foreign     7,708     5,490     8,343  
   
 
 
 
    $ (5,246 ) $ 2,759   $ (224,040 )
   
 
 
 

F-58


        Income tax provision (recovery) consisted of the following:

 
  52 Weeks Ended January 1,
2005

  53 Weeks Ended January 3,
2004

  52 Weeks Ended December 28,
2002

 
Current:                    
  United States   $ (3,243 ) $ (5,575 ) $ (2,506 )
  Foreign     319     386     (1,069 )
  State and local     6,597     654     4,381  
   
 
 
 
      3,673     (4,535 )   806  
   
 
 
 

Deferred:

 

 

 

 

 

 

 

 

 

 
  United States     (1,380 )   (1,950 )   (1,350 )
  Foreign     (31 )        
  State and local     (3,715 )        
   
 
 
 
      (5,126 )   (1,950 )   (1,350 )
   
 
 
 
Total provision   $ (1,453 ) $ (6,485 ) $ (544 )
   
 
 
 

        The Company made income tax payments of $8,160,000 (2003 — $9,920,000, 2002 — $10,910,000), excluding income tax refunds of $1,323,000 (2003 — $17,029,000, 2002 — $8,251,000), during the 52 weeks ended January 1, 2005.

        The difference between the U.S. federal statutory income tax rate and the effective tax rate was as follows:

 
  52 Weeks Ended January 1,
2005

  53 Weeks Ended January 3,
2004

  52 Weeks Ended December 28,
2002

U.S. Federal statutory tax rate   35.0%     35.0%     35.0%  
State and local taxes   (54.9)       23.7        (2.0)    
Non-deductible or non-taxable amounts, change in valuation allowance and other   (73.2)       (0.5)       2.4     
Non-deductible goodwill impairment   —        —        (37.9)    
Result of favourable outcome of tax audits   120.8        (293.2)       2.7     
   
 
 
Effective income tax rate   27.7%     (235.0)%   0.2%  
   
 
 

F-59


        The tax effects of temporary differences that give rise to significant deferred tax assets and liabilities are as follows:

 
  January 1, 2005
  January 3, 2004
 
               
Deferred tax liabilities              
  Receivables   $   $ 1,267  
  Property and equipment     49,110     59,274  
  Pre-need funeral receivables and trust investments     122,424     130,429  
  Pre-need cemetery receivables and trust investments     85,952     63,922  
  Cemetery perpetual care trust investments     730      
  Insurance invested assets     2,433     2,076  
  Goodwill     17,600     13,725  
   
 
 
    Total deferred tax liabilities     278,249     270,693  
   
 
 
Deferred tax assets              
  Receivables     2,314      
  Cemetery property     57,963     68,848  
  Accounts payable and accrued liabilities     13,082     17,885  
  Pre-need funeral and cemetery obligations     272,396     284,119  
  Insurance policy liabilities     11,828     8,062  
  Covenants not to compete     9,668     14,948  
  Deferred agency costs     14,315     25,701  
  Operating and capital loss carryforwards     340,589     273,712  
  Other     10,883     13,868  
   
 
 
    Total deferred tax assets before valuation allowance     733,038     707,143  
    Valuation allowance     (466,975 )   (451,181 )
   
 
 
    Total deferred tax assets after valuation allowance     266,063     255,962  
   
 
 
Net deferred tax liabilities of continuing operations   $ 12,186   $ 14,731  
   
 
 

        Although realization of the Company's net deferred tax assets is not assured, management believes that it is more likely than not that reversals of deferred tax liabilities and the expected profitability of the Company's insurance operations over the next 15 years will provide sufficient taxable income to realize the deferred tax assets after consideration of the valuation allowance. It is possible that the estimated valuation allowance could change in the near term due to matters such as the timing and manner of reversals of deferred tax liabilities, sales of operations and future income or loss. If this occurs, any resulting increase in the valuation allowance would generally be treated as an additional income tax expense in the period in which it arises, while any resulting decrease reflecting realization of the benefits of tax assets that had a corresponding valuation allowance established on the Effective Date would be treated as a reduction of goodwill established on the Effective Date, with any excess over the value assigned to such goodwill recognized as a capital transaction.

        As a result of the Company's emergence from bankruptcy, all federal net operating loss carryforwards of the Company generated prior to emergence and during fiscal 2002, have been

F-60



eliminated. As a result, the Company's net operating loss carryforwards pertaining to federal, state, local, and foreign jurisdictions will expire as follows:

 
  End of Fiscal Year
2005   $ 12,726
2006     9,751
2007     16,183
2008     17,395
2009     16,264
Thereafter     647,807
   
    $ 720,126
   

        The amount of loss carryforwards reflects the Company's best estimate of the effects that the confirmation and implementation of the Plan will have on the reduction and in some cases elimination of certain net operating loss carryforwards for income tax purposes. These amounts are subject to final determination by taxation authorities. Further, the Company expects its ability to utilize certain net operating losses to offset future Company taxable income in any particular year may be limited because distribution of the Company's Common stock to the Company's creditors pursuant to the Plan has resulted in an ownership change as defined in Section 382 of the Internal Revenue Code. The Company believes that uncertainty exists with respect to future realization of the loss carryforwards and a full valuation allowance has been established for the net operating loss carryforwards.

        Deferred tax liabilities are not recognized for basis differences related to investments in foreign subsidiaries that are essentially permanent in duration.

        Goodwill that is expected to be deductible for tax purposes at January 1, 2005 is $92,638,000
(2003 — $112,177,000, 2002 — $124,854,000).

F-61



NOTE 14.    SUPPLEMENTARY STATEMENTS OF CASH FLOWS DISCLOSURE

        Supplemental disclosures related to the statement of cash flows consist of the following:

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
 
Decrease (increase) in assets:                    
  Receivables, net of allowances                    
    Trade   $ (2,387 ) $ (6,776 )   2,814  
    Other     (5,824 )   18,352     4,004  
  Inventories     836     1,516     4,381  
  Prepaid expenses     (658 )   (2,283 )   1,147  
  Cemetery property     (10,238 )   (3,281 )   (8,431 )
  Other assets     (18,932 )   (12,535 )   (11,142 )

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities     (14,176 )   (7,330 )   (17,262 )
  Net effect of pre-need receivables and deferred revenue     35,150     52,552     10,650  
  Other liabilities     6,464     (2,754 )   (2,743 )
  Insurance policy liabilities     1,831     5,811     5,842  
  Other changes in non-cash balances     (3,170 )   7,840     9,825  
   
 
 
 
    $ (11,104 ) $ 51,112     (915 )
   
 
 
 
Supplemental information:                    
  Interest paid   $ 53,918   $ 77,290   $ 74,300  
  Income taxes paid, net of refunds     6,837     (7,109 )   2,659  
  Long-term debt issue costs paid     12,094     10,908     295  
  Bad debt expense     3,722     3,661     5,978  
 
Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 
    Stock issued in connection with Predecessor's key employee retention plan             704  
    Stock issued in connection with the settlement of certain unsecured claims     31     107      
    Stock issued as compensation in lieu of cash     173     105     54  
    Capital leases entered into         160     839  
                     

F-62


 
Restricted cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 
    Purchases of funeral, cemetery, and perpetual care trust investments     356,254          
    Proceeds on disposition and maturities of funeral, and cemetery, and perpetual care trust investments     375,191          
    Increase in non-controlling interests in funeral, cemetery and perpetual care trusts     50,602          
    Decrease in non-controlling interests in funeral, cemetery and perpetual care trusts     81,575          

NOTE 15.    SUPPLEMENTARY FINANCIAL INFORMATION

        A summary of certain balance sheet accounts is as follows:

 
  January 1, 2005
  January 3, 2004
 
               
Receivables, net of allowances:              
  Customer receivables   $ 68,721   $ 64,016  
  Allowance for doubtful accounts     (12,029 )   (9,912 )
  Other     9,768     3,972  
   
 
 
    $ 66,460   $ 58,076  
   
 
 
Cemetery property:              
  Developed land and lawn crypts   $ 37,311   $ 34,828  
  Undeveloped land     30,660     31,070  
  Mausoleums     50,648     51,464  
   
 
 
    $ 118,619   $ 117,362  
   
 
 
Property and equipment:              
  Land   $ 166,252   $ 177,489  
  Buildings and improvements     368,230     350,411  
  Automobiles     13,003     13,819  
  Furniture, fixtures and equipment     54,298     45,365  
  Computer hardware and software     23,306     16,607  
  Accumulated depreciation     (85,210 )   (55,173 )
   
 
 
    $ 539,879   $ 548,518  
   
 
 
               

F-63


Other assets:              
  Intangible assets   $ 15,060   $ 10,912  
  Deferred finance costs   $ 10,339   $ 8,072  
  Notes receivable     2,696     2,503  
  Other     9,649     9,867  
   
 
 
    $ 37,744   $ 31,354  
   
 
 
Accounts payable and accrued liabilities:              
  Trade payables   $ 19,847   $ 22,008  
  Interest     7,210     15,048  
  Accrued liabilities     32,421     43,921  
  Accrued insurance     18,057     15,183  
  Accrued taxes     44,785     46,048  
  Other     18,287     12,075  
   
 
 
    $ 140,607   $ 154,283  
   
 
 
Deferred pre-need contract revenue:              
  Funeral   $ 69,215   $ 341,168  
  Cemetery     13,569     259,496  
   
 
 
    $ 82,784   $ 600,664  
   
 
 
Other liabilities:              
  Perpetual care liability     7,487   $ 8,182  
  Notes payable     12,667     9,763  
  Other     1,761     (2,515 )
   
 
 
    $ 21,915   $ 15,430  
   
 
 

F-64


 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
 
Other expense (income), net:                    
  For funeral, cemetery and perpetual care trust investments:                    
    Realized gains   $ (15,748 ) $   $  
    Realized losses     10,009          
    Interest and dividend income     (24,915 )        
    Trust investment expenses and income taxes     5,169          
  Interest expense related to non-controlling interest in funeral and cemetery trusts     18,335          
  Non-controlling interest in perpetual care trusts     7,150          
  (Gain) loss on disposal of business and other assets     (3,529 )   1,056     (71 )
  Other     2,366     3,000     (6,624 )
   
 
 
 
    $ (1,163 ) $ 4,056   $ (6,695 )
   
 
 
 

        The trust investment and non-controlling interest balances do not have comparable 2003 and 2002 balances due to the Company adopting FIN No. 46R at the beginning of its 2004 fiscal year on January 4, 2004.

NOTE 16.    GOODWILL

        FAS No. 142 requires that goodwill be reviewed for impairment annually, as well as upon the occurrence of certain events that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Under FAS No. 142, goodwill impairment is deemed to exist, and must then be further assessed, if a reporting unit's carrying amount exceeds its estimated fair value. The Company's reporting units are funeral, cemetery and insurance, which are consistent with the Company's operating segments. All of the Company's goodwill is recorded in the funeral reporting unit. In accordance with FAS No. 142, the Company undertook its annual goodwill impairment review during the third fiscal quarters of 2004 and 2003, and, as a result, there was no indication of goodwill impairment as at October 9, 2004, or October 4, 2003, as the estimated fair value of the funeral reporting unit exceeded its carrying amount. A goodwill impairment provision of $228,281,000 for the funeral reporting unit was recorded for the 52 weeks ended December 28, 2002. The fair value of the funeral reporting unit was determined by using a discounted cash flow valuation methodology consistent with that applied at the Effective Date, with a discount rate comparable with other enterprises in the death care industry, adjusted for risks associated with differences in company size, certain characteristics specific to the Company and cash flow projection risk.

        The 2002 funeral reporting unit goodwill impairment provision was primarily the result of a reduction of the projected financial results used in the valuation of the funeral reporting unit compared to those used during the reorganization process and the determination of reorganization value as set

F-65



forth in the Plan. The financial projections were reduced principally due to actual 2002 operating results. The lower valuation was also affected by the decline in the economy generally, as well as the decline in funeral industry-specific market values.

        The changes in the carrying amount of goodwill for the funeral reporting unit are as follows:

 
  52 Weeks
Ended
January 1,
2005

  53 Weeks
Ended
January 3,
2004

Balance, beginning of year   $ 320,640   $ 320,563
Adjustments     494     77
   
 
Balance, end of year   $ 321,134   $ 320,640
   
 

NOTE 17.    SEGMENT REPORTING

        The Company's reportable segments are comprised of the three businesses it operates, each of which offers different products and services: funeral homes, cemeteries and insurance (see Note 1).

        The Company sells primarily to external customers, though any intersegment sales or transfers occur at market price. The Company evaluates performance based on income from operations of the respective businesses.

 
  Funeral
  Cemetery
  Insurance
  Other
  Consolidated
 
Revenue earned from external sales:                                
  52 weeks ended January 1, 2005   $ 472,935   $ 163,731   $ 80,124   $   $ 716,790  
  53 weeks ended January 3, 2004   $ 491,612   $ 167,542   $ 61,127   $   $ 720,281  
  52 weeks ended December 28, 2002   $ 481,632   $ 156,381   $ 53,984   $   $ 691,997  

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  52 weeks ended January 1, 2005   $ 94,640   $ 23,539   $ 4,709   $ (51,218 ) $ 71,670  
  53 weeks ended January 3, 2004   $ 110,529   $ 27,268   $ 1,752   $ (56,281 ) $ 83,268  
  52 weeks ended December 28, 2002   $ (121,631 ) $ 18,525   $ 609   $ (43,188 ) $ (145,685 )

Depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  52 weeks ended January 1, 2005   $ 24,283   $ 14,054   $ 166   $ 3,582   $ 42,085  
  53 weeks ended January 3, 2004   $ 24,194   $ 13,324   $ 139   $ 2,525   $ 40,182  
  52 weeks ended December 28, 2002   $ 23,277   $ 12,348   $ 109   $ 1,978   $ 37,712  

Total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  January 1, 2005   $ 1,154,019   $ 878,350   $ 272,823   $ 67,236   $ 2,372,428  
  January 3, 2004   $ 1,218,974   $ 668,357   $ 481,622   $ 84,050   $ 2,453,003  
  December 28, 2002   $ 1,261,220   $ 769,350   $ 442,617   $ 80,463   $ 2,553,650  

Goodwill:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  January 1, 2005   $ 321,134   $   $   $   $ 321,134  
  January 3, 2004   $ 320,640   $   $   $   $ 320,640  

Purchase of property and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  52 weeks ended January 1, 2005   $ 23,273   $ 3,362   $ 74   $ 10,474   $ 37,183  
  53 weeks ended January 3, 2004   $ 18,640   $ 2,276   $ 183   $ 4,087   $ 25,186  
  52 weeks ended December 28, 2002   $ 18,924   $ 574   $ 202   $ 1,936   $ 21,636  

F-66


        The following table reconciles earnings (loss) from operations of reportable segments to total earnings (loss) and identifies the components of "Other" segment earnings from operations:

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
 
Earnings (loss) from operations of funeral, cemetery and insurance segments   $ 122,888   $ 139,549   $ (102,497 )
Other expenses of operations:                    
  General and administrative expenses     (51,218 )   (56,281 )   (43,188 )
   
 
 
 
Income (loss) from operations   $ 71,760   $ 83,268   $ (145,685 )
   
 
 
 

        The following table reconciles total assets of reportable segments and details the components of "Other" segment assets, which is mainly comprised of corporate assets:

 
  January 1, 2005
  January 3, 2004
  December 28, 2002
Total assets of funeral, cemetery and insurance segments   $ 2,305,192   $ 2,368,953   $ 2,473,187

"Other" assets includes:

 

 

 

 

 

 

 

 

 
  Cash     2,038     30,911     37,158
  Receivables     5,294     5,116     8,331
  Prepaid expenses     24,572     23,736     21,040
  Property and equipment     16,494     9,186     6,895
  Other     18,838     15,101     7,039
   
 
 
    $ 2,372,428   $ 2,453,003   $ 2,553,650
   
 
 

        The Company operates principally in the United States and also has operations in Canada. The Company's United Kingdom operations are classified as discontinued operations and were disposed of on October 20, 2003. The following tables depict the revenue earned and the long-lived assets held in the reportable geographic segments.

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
Revenue:                  
  United States   $ 660,149   $ 665,007   $ 645,914
  Canada     56,641     55,274     46,083
   
 
 
      716,790   $ 720,281   $ 691,997
   
 
 

F-67



 


 

January 1, 2005

 

January 3, 2004


 

December 28, 2002

Property and equipment and cemetery property:                  
  United States   $ 572,481   $ 591,256   $ 614,933
  Canada     86,017     74,624     63,403
   
 
 
    $ 658,498   $ 665,880   $ 678,336
   
 
 

NOTE 18.    PROVISION FOR ASSET IMPAIRMENT

        In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS No. 144"), the Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. FAS No. 144 requires that long-lived assets to be held and used be recorded at the lower of carrying amount or fair value. Long-lived assets to be disposed of are to be recorded at the lower of carrying amount or fair value, less estimated cost to sell.

        Previously, the Company designated certain parcels of surplus real estate as held for sale, as they do not meet the Company's future geographic and strategic objectives. During the 52 weeks ended January 1, 2005, the Company determined that the carrying amounts of certain parcels of the surplus real estate now exceeded the fair market value, less estimated cost to sell. Accordingly, the Company has recorded a long-lived asset impairment provision of $1,922,000 for the 52 weeks ended January 1, 2005 (2003 — $4,395,000, 2002 — $563,000).

        The fair market value was determined by specific offer or bid, or an estimate based on comparable recent sales transactions. The asset impairment provisions include management estimates. As a result, actual results could differ significantly from these estimates.

NOTE 19.    DISCONTINUED OPERATIONS OF ASSETS HELD FOR SALE

        Over the previous three fiscal years, the Company engaged in a strategic market rationalization assessment to dispose of cemetery and funeral operating locations that did not fit into the Company's market or business strategies, as well as under-performing locations and excess cemetery land. The Company will on a smaller scale and over time, continue to assess the Company's portfolio of funeral and cemetery locations to ensure they continue to fit in the Company's strategy. Once a property is added to the disposal list, the Company expects to complete the sale within one year. As of January 1, 2005, the Company had 18 funeral, six cemetery and four combination locations which have not been sold within one year of being added to the disposal list. The Company has entered into sale agreements for all of these locations, but is awaiting regulatory approval or purchaser financing arrangements, which have been unexpectedly delayed. The Company continues to include these locations in discontinued operations of assets held for sale.

        During 2003, the Company identified Security Plan Life Insurance Company, its wholly-owned home service insurance company, as a non-strategic asset, because it was not part of the Company's pre-need funeral sales efforts. The Company's continuing insurance operations include Mayflower National Life Insurance Company and National Capital Life Insurance Company, its wholly-owned pre-need life insurance companies. On June 17, 2004, the Company announced the signing of an

F-68



agreement by its subsidiary, Mayflower National Life Insurance Company, to sell all the outstanding shares of Security Plan Life Insurance Company for $85,000,000. The sale concluded on October 1, 2004. After payment of applicable taxes and expenses, and the recapitalization of Mayflower National Life Insurance Company, the Company utilized $65,000,000 of the proceeds to reduce long-term debt. The Company recorded a pre-tax gain on the sale of $16,011,000.

        The Company has classified all the locations identified for disposal as assets held for sale in the consolidated balance sheets and recorded any related operating results, long-lived asset impairment provisions, and gains or losses recorded on disposition as income from discontinued operations. The Company has also reclassified the prior fiscal years to reflect any comparative amounts on a similar basis. All discontinued operations financial information presented under the insurance segment relate to Security Plan Life Insurance Company.

        Discontinued operations consists of long-lived asset impairment provisions, gains and losses recorded on disposition, and operating results of the locations. FAS No. 144 requires that long-lived assets to be disposed of are to be recorded at the lower of carrying amount or fair market value, less estimated costs to sell. Depreciation and amortization is not recorded once an asset has been identified as held for sale. The fair market value was determined by specific offer or bid, or an estimate based on comparable recent sales transactions. Impairment provisions on assets previously identified as held for sale resulted from changes in previously estimated proceeds, net asset values and closing costs. The long-lived asset impairment provisions are based on management estimates. As a result, actual results could differ significantly from these estimates.

        The Company's debt agreements require sale proceeds (above specified limits) from assets held for sale to be applied towards the repayment of debt. During 2004 and 2003, the Company used such proceeds to pay down the Term Loan B. Accordingly, interest expense for discontinued operations was calculated by applying the applicable interest rates during the periods in which the repayment conditions were in effect to both the amounts of principal repaid and to the expected proceeds of assets remaining to be sold as of January 1, 2005. Certain comparative amounts have been reclassified to conform to the presentation adopted in the current year.

F-69



        The carrying amount, the fair market value, less estimated costs to sell, revenues and costs and impairment provisions for the locations identified as held for sale are presented in the following tables.

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
 
Revenue                    
  Funeral   $ 19,829   $ 43,917   $ 48,869  
  Cemetery     14,624     27,061     26,519  
  Insurance     41,720     54,956     57,254  
   
 
 
 
    $ 76,173     125,934     132,642  
   
 
 
 
Gross margin                    
  Funeral   $ 874   $ 4,512   $ 4,373  
  Cemetery     767     1,765     (4,404 )
  Insurance     9,382     12,207     13,451  
   
 
 
 
      11,023     18,484     13,420  
Provision for goodwill impairment             13,923  
Long-lived asset impairment on assets identified as held for sale     15,227     21,013     2,720  
Other expense (income), net     (27,506 )   (10,049 )   1,196  
   
 
 
 
Income (loss) from discontinued operations     23,302     7,520     (4,419 )
Interest on long-term debt     3,672     1,535     325  
   
 
 
 
Income (loss) from discontinued operations, before tax     19,630     5,985     (4,744 )
   
 
 
 
Income tax provision for discontinued operations:                    
  Current     4,731     1,322     2,519  
  Deferred     1,757     3,100     2,985  
   
 
 
 
      6,488     4,422     5,504  
   
 
 
 
Income (loss) from discontinued operations   $ 13,142   $ 1,563   $ (10,248 )
   
 
 
 
Depreciation included in gross margin of discontinued operations   $ 1,228   $ 3,950   $ 5,808  
   
 
 
 

F-70


        Details of assets held for sale at January 1, 2005, are as follows:

 
  Funeral
  Cemetery
  Total
Assets held for sale                  
  Current assets   $ 2,140   $ 218   $ 2,358
  Pre-need receivables and investments     21,818     35,907     57,725
  Cemetery property         136     136
  Property and equipment     11,110     312     11,422
  Other assets     209     13,291     13,500
   
 
 
    $ 35,277   $ 49,864   $ 85,141
   
 
 
Liabilities associated with assets held for sale                  
  Current liabilities   $ 66   $ 316   $ 382
  Non-controlling interest in funeral and cemetery trusts     20,033     35,966     55,999
  Other liabilities     2,384     4,616     7,000
   
 
 
    $ 22,483   $ 40,898   $ 63,381
   
 
 
Non-controlling interest in perpetual care trusts   $   $ 12,647   $ 12,647
   
 
 

        Details of assets held for sale at January 3, 2004, are as follows:

 
  Funeral
  Cemetery
  Insurance
  Total
Assets held for sale                        
  Current assets   $ 4,249   $ 2,456   $ 3,033   $ 9,738
  Pre-need contracts     41,210     64,109         105,319
  Cemetery property         16,675         16,675
  Property and equipment     38,732     3,549     957     43,238
  Insurance invested assets             242,917     242,917
  Other assets     24     327     23,524     23,875
   
 
 
 
    $ 84,215   $ 87,116   $ 270,431   $ 441,762
   
 
 
 
Liabilities associated with assets held for sale                        
  Current liabilities   $ 749   $ 904   $ 2,509   $ 4,162
  Deferred pre-need contract revenue     34,780     65,796         100,576
  Insurance policy liabilities             203,766     203,766
  Other liabilities     319     4,435         4,754
   
 
 
 
    $ 35,848   $ 71,135   $ 206,275   $ 313,258
   
 
 
 

F-71


NOTE 20.    INCOME (LOSS) PER SHARE

        The basic and diluted income (loss) per share computations for net income (loss) were as follows:

 
  52 Weeks Ended January 1, 2005
  53 Weeks Ended January 3, 2004
  52 Weeks Ended December 28, 2002
 
Income (loss) (numerator):                    
Net income (loss) attributable to Common stockholders   $ 9,349   $ 10,807   $ (233,744 )
   
 
 
 
Shares (denominator):                    
  Basic weighted average number of shares of Common stock outstanding (thousands)     40,001     39,971     39,916  
  Effect of stock options assumed exercised     1,131     494      
   
 
 
 
Diluted weighted average number of shares of Common stock outstanding (thousands)     41,132     40,465     39,916  
   
 
 
 

        For the 52 weeks ended January 1, 2005, 1,130,221 employee and director stock options were dilutive to earnings and are included in the calculation of diluted income (loss) per share. Employee and director stock options to purchase 1,830,000 shares of Common stock were not included in the computation of diluted loss per share, because they were anti-dilutive.

NOTE 21.    DERIVATIVE FINANCIAL INSTRUMENTS

        As of January 1, 2005, the fair value of all of the Company's derivatives under the Foreign Currency Hedge Program was an unrealized gain of $2,087,000 (2003 — $737,000), which is included in other current assets in the Company's consolidated balance sheet. The Effective Portion is $1,919,000 (2003 — $689,000) and is included in accumulated other comprehensive income in the Company's consolidated balance sheet. The Ineffective Portion is $168,000 and is included in general and administrative expenses for the 52 weeks ended January 1, 2005 (2003 — $48,000, 2002 — $nil). Included in general and administrative expenses for the 52 weeks ended January 1, 2005, was a net gain of $639,000 (2003 and 2002 — $nil) of which $341,000 (2003 and 2002 — $nil) was the effective portion and $298,000 (2003 and 2002 — $nil) was the ineffective portion. As of January 1, 2005, a portion of the Company's Foreign Currency Expenditure from the period January 2, 2005, to May 2006, was hedged. As of January 1, 2005, the Company estimates that based on current exchange rates and maturity dates of the Company's derivatives, $1,741,000 would be expected to be reclassified from accumulated other comprehensive income to current earnings and included in general and administrative expenses over the next 12 months.

F-72



NOTE 22.    QUARTERLY FINANCIAL DATA (UNAUDITED)

        Certain of the Company's quarterly financial data in the table below have been restated from the Company's 2004 and 2003 quarterly reports on Form 10-Q, due to the reclassification of assets held for sale as discontinued operations.

 
  First Quarter
  Second Quarter
  Third Quarter
  Fourth Quarter
 
52 Weeks Ended January 1, 2005:                          
  Revenue, previously stated   $ 179,167   $ 164,080   $ 211,962     n/a  
  Adjustment to reclass assets held for sale as discontinued operations     (2,333 )   (1,892 )   (1,297 )   n/a  
   
 
 
 
 
  Revenue, restated   $ 176,834   $ 162,188   $ 210,665   $ 167,103  
   
 
 
 
 
  Gross profit, previously stated   $ 34,817   $ 28,749   $ 33,138   $ n/a  
  Adjustment to reclass assets held for sale as discontinued operations     (9 )   21     (403 )   n/a  
   
 
 
 
 
  Gross profit, restated   $ 34,808   $ 28,770   $ 32,735   $ 28,498  
   
 
 
 
 
  Net income (loss)   $ 4,837   $ (6,476 ) $ (13,378 ) $ 24,366  
  Basic and diluted income (loss) per Common share (in dollars)   $ 0.12   $ (0.16 ) $ (0.33 ) $ 0.60  

53 Weeks Ended January 3, 2004:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revenue, previously stated   $ 167,498   $ 166,500   $ 205,674   $ 192,010  
  Adjustment to reclass assets held for sale as discontinued operations     (2,554 )   (2,437 )   (1,218 )   (5,193 )
   
 
 
 
 
  Revenue, restated   $ 164,944   $ 164,063   $ 204,456   $ 186,817  
   
 
 
 
 
  Gross profit, previously stated   $ 31,861   $ 33,002   $ 34,801   $ 45,452  
  Adjustment to reclass assets held for sale as discontinued operations     (150 )   (288 )   (294 )   (441 )
   
 
 
 
 
  Gross profit, restated   $ 31,711   $ 32,714   $ 34,507   $ 45,011  
   
 
 
 
 
  Net income (loss)   $ 6,700   $ 6,873   $ (13,185 ) $ 10,419  
  Basic and diluted income (loss) per Common share (in dollars)   $ 0.17   $ 0.17   $ (0.33 ) $ 0.26  

NOTE 23.    SUBSEQUENT EVENTS

        On January 3, 2005, the Company repurchased the remaining principal amount of $4,509,000 of the Seven-Year Unsecured Notes at a premium of $282,000, plus accrued interest.

        On March 18, 2005, the Company entered into an amendment to the Credit Agreement, among the Company, Bank of America, N.A., as Administrative Agent, and the other banks, financial institutions and other institutional lenders party thereto. The amendment modifies the Credit Agreement to provide the Company additional flexibility to introduce an employee stock purchase plan and other long term incentive plans, and increase the letter of credit sublimit under the Revolving Credit Facility to $35,000,000 from $25,000,000, as well as making certain other agreed upon changes.

F-73



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Alderwoods Group, Inc.:

        Under date of March 24, 2005, we reported on the consolidated balance sheets of Alderwoods Group, Inc. as at January 1, 2005 and January 3, 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for the fifty-two weeks ended January 1, 2005, fifty-three weeks ended January 3, 2004, and fifty-two weeks ended December 28, 2002, as included in the Registration Statement on Form S-4. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related supplemental note entitled "Condensed Consolidating Guarantor Financial Information" as set forth in the Registration Statement. This supplemental note is the responsibility of the Company's management. Our responsibility is to express an opinion on this supplemental note based on our audits.

        In our opinion, such supplemental note, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        Our report on the consolidated financial statements of Alderwoods Group, Inc. refers to a change in the method of accounting for the recognition of interests in variable interest entities and for insurance funded pre-need funeral contracts.

/s/ KPMG LLP
Chartered Accountants

Vancouver, Canada
March 24, 2005

F-74


        The following presents the condensed consolidating guarantor financial information as of March 26, 2005 (unaudited), January 1, 2005 and January 3, 2004 and for the 12 weeks ended March 26, 2005 (unaudited) and March 27, 2004 (unaudited) and the 52 weeks ended January 1, 2005, the 53 weeks ended January 3, 2004 and the 52 weeks ended December 28, 2002 for the direct and indirect domestic subsidiaries of the Company that serve as guarantors of the 7.75% senior unsecured notes due in 2012, and the Company's subsidiaries that do not serve as guarantors. Non-guarantor subsidiaries include the Canadian and Puerto Rican subsidiaries, insurance subsidiaries and certain domestic subsidiaries that are prohibited by law from guaranteeing the 7.75% senior unsecured notes due in 2012.

F-75



ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS (unaudited)

Expressed in thousands of dollars

 
  March 26, 2005
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
ASSETS                              
  Cash and cash equivalents   $   $ 18,848   $ (1,970 ) $   $ 16,878
  Other current assets         73,393     12,933         86,326
  Assets held for sale         32,559     34,802     (18,278 )   49,083
  Pre-need funeral receivables and trust investments         260,914     286,353     (214,477 )   332,790
  Pre-need cemetery receivables and trust investments         278,456     268,136     (242,040 )   304,552
  Property and equipment and cemetery property         548,443     100,121         648,564
  Insurance invested assets             257,947         257,947
  Goodwill         272,224     48,857         321,081
  Investment in subsidiaries     1,012,969     (98,503 )       (914,466 )  
  Cemetery perpetual care trust investments             245,845         245,845
  Other assets     9,368     17,491     23,055         49,914
   
 
 
 
 
    Total assets   $ 1,022,337   $ 1,403,825   $ 1,276,079   $ (1,389,261 ) $ 2,312,980
   
 
 
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Liabilities:                              
    Current liabilities   $ 45,607   $ 76,769   $ 13,862   $   $ 136,238
    Current maturities of long-term debt         2,650     1,586         4,236
    Intercompany, net of investments in and advances to affiliates     (7,579 )   (53,818 )   187,394     (125,997 )  
    Liabilities associated with assets held for sale         25,213     29,356     (18,278 )   36,291
    Long-term debt     420,707     7,015     23           427,745
    Deferred pre-need funeral and cemetery contract revenue and non-controlling interest in funeral and cemetery trusts         519,670     567,356     (456,518 )   630,508
    Insurance policy liabilities             226,319         226,319
    Other liabilities     16     29,701     7,296         37,013
  Non-controlling interest in perpetual care trusts             251,044         251,044
  Stockholders' equity     563,586     796,625     (8,157 )   (788,468 )   563,586
   
 
 
 
 
    Total liabilities and stockholders' equity   $ 1,022,337   $ 1,403,825   $ 1,276,079   $ (1,389,261 ) $ 2,312,980
   
 
 
 
 

F-76


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

Expressed in thousands of dollars

 
  January 1, 2005
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
ASSETS                              
  Cash and cash equivalents   $   $ 6,385   $ 2,994   $   $ 9,379
  Other current assets         98,757     12,038         110,795
  Assets held for sale         34,780     72,649     (22,288 )   85,141
  Pre-need funeral receivables and trust investments         261,514     292,069     (217,607 )   335,976
  Pre-need cemetery receivables and trust investments         281,372     271,003     (242,784 )   309,591
  Property and equipment and cemetery property         556,872     101,626         658,498
  Insurance invested assets             250,785         250,785
  Goodwill         274,691     46,443         321,134
  Investment in subsidiaries     995,959     (98,582 )       (897,377 )  
  Cemetery perpetual care trust investments             245,225         245,225
  Other assets     10,339     16,587     18,978         45,904
   
 
 
 
 
    Total assets   $ 1,006,298   $ 1,432,376   $ 1,313,810   $ (1,380,056 ) $ 2,372,428
   
 
 
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Liabilities:                              
    Current liabilities   $ 42,827   $ 84,007   $ 13,773   $   $ 140,607
    Current maturities of long-term debt     4,509     2,838     1,736         9,083
    Intercompany, net of investments in and advances to affiliates     (43,792 )   (28,861 )   184,458     (111,805 )  
    Liabilities associated with assets held for sale         26,468     59,201     (22,288 )   63,381
    Long-term debt     446,826     7,708     23         454,557
    Deferred pre-need funeral and cemetery contract revenue and non-controlling interest in funeral and cemetery trusts         519,264     575,868     (460,391 )   634,741
    Insurance policy liabilities             214,745         214,745
    Other liabilities     16     29,360     12,885         42,261
    Non-controlling interest in perpetual care trusts             257,141         257,141
  Stockholders' equity     555,912     791,592     (6,020 )   (785,572 )   555,912
   
 
 
 
 
    Total liabilities and stockholders' equity   $ 1,006,298   $ 1,432,376   $ 1,313,810   $ (1,380,056 ) $ 2,372,428
   
 
 
 
 

F-77


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

Expressed in thousands of dollars

 
  January 3, 2004
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
ASSETS                              
  Cash and cash equivalents   $   $ 36,270   $ 5,342   $   $ 41,612
  Other current assets         87,975     12,907         100,882
  Assets held for sale         140,655     305,086     (3,979 )   441,762
  Pre-need funeral receivables and trust investments         273,788     60,942         334,730
  Pre-need cemetery receivables and trust investments         299,277     13,743         313,020
  Property and equipment and cemetery property         575,459     90,421         665,880
  Insurance invested assets             196,440         196,440
  Goodwill         274,690     45,950         320,640
  Investment in subsidiaries     964,807     (94,466 )       (870,341 )  
  Other assets     8,072     17,240     12,725         38,037
   
 
 
 
 
    Total assets   $ 972,879   $ 1,610,888   $ 743,556   $ (874,320 ) $ 2,453,003
   
 
 
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Liabilities:                              
    Current liabilities   $ 57,621   $ 82,257   $ 14,405   $   $ 154,283
    Current maturities of long-term debt         10,393     503         10,896
    Intercompany, net of investments in and advances to affiliates     (237,405 )   110,896     191,788     (65,279 )  
    Liabilities associated with assets held for sale         85,853     227,405         313,258
    Long-term debt     607,770     14,514     1,651     (3,979 )   619,956
    Deferred pre-need funeral and cemetery contract revenue and non-controlling interest in funeral and cemetery trusts         512,766     87,898         600,664
    Insurance policy liabilities             172,209         172,209
    Other liabilities         29,712     7,132         36,844
  Stockholders' equity     544,893     764,497     40,565     (805,062 )   544,893
   
 
 
 
 
    Total liabilities and stockholders' equity   $ 972,879   $ 1,610,888   $ 743,556   $ (874,320 ) $ 2,453,003
   
 
 
 
 

F-78



ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

Expressed in thousands of dollars

 
  12 Weeks Ended March 26, 2005
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
Revenues   $   $ 140,269   $ 43,527   $   $ 183,796  
Costs and expenses         109,857     37,638         147,495  
General and administrative expenses     (81 )   (1,135 )   11,859         10,643  
Provision for asset impairment         (734 )   (21 )       (755 )
   
 
 
 
 
 
Income (loss) from operations     81     32,281     (5,949 )       26,413  
Interest on long-term debt     7,310     187     40     (21 )   7,516  
Intercompany charges     2,209     6,483     (8,692 )        
Other expense (income), net         (5,928 )   128         (5,800 )
   
 
 
 
 
 
Income (loss) before income taxes     (9,438 )   31,539     2,575     21     24,697  
Income taxes     176     23,955     1,253     (14,192 )   11,192  
   
 
 
 
 
 
Net income (loss) from continuing operations     (9,614 )   7,584     1,322     14,213     13,505  
   
 
 
 
 
 
Equity in subsidiaries     22,749     78         (22,827 )    
Discontinued operations                                
  Loss from discontinued operations         (81 )   (267 )   (21 )   (369 )
  Income taxes                      
   
 
 
 
 
 
Net loss from discontinued operations         (81 )   (267 )   (21 )   (369 )
   
 
 
 
 
 
Net income   $ 13,135   $ 7,581   $ 1,055   $ (8,635 ) $ 13,136  
   
 
 
 
 
 

F-79



ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

Expressed in thousands of dollars

 
  12 Weeks Ended March 27, 2004
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
Revenues   $   $ 138,214   $ 38,620   $   $ 176,834  
Costs and expenses         108,899     33,127           142,026  
General and administrative expenses     1     1,076     10,621           11,698  
Provision for asset impairment         1,888     100           1,988  
   
 
 
 
 
 
Income (loss) from operations     (1 )   26,351     (5,228 )       21,122  
Interest on long-term debt     5,788     391     56     (971 )   5,264  
Intercompany charges     1,581     6,215     (7,796 )            
Other expense (income), net         (1,233 )   135         (1,098 )
   
 
 
 
 
 
Income (loss) before income taxes     (7,370 )   20,978     2,377     971     16,956  
Income taxes     23     14,144     1,331     (9,910 )   5,588  
   
 
 
 
 
 
Net income (loss) from continuing operations     (7,393 )   6,834     1,046     10,881     11,368  
   
 
 
 
 
 
Equity in subsidiaries     12,230     (593 )       (11,637 )    
Discontinued operations                                
  Income (loss) from discontinued operations         (9,636 )   1,407     (971 )   (9,200 )
  Income taxes         (3,717 )   1,048           (2,669 )
   
 
 
 
 
 
Net income (loss) from discontinued operations         (5,919 )   359     (971 )   (6,531 )
   
 
 
 
 
 
Net income   $ 4,837   $ 322   $ 1,405   $ (1,727 ) $ 4,837  
   
 
 
 
 
 

F-80


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Expressed in thousands of dollars

 
  52 Weeks Ended January 1, 2005
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
Revenues   $   $ 554,199   $ 162,591   $   $ 716,790  
Costs and expenses         449,606     142,374         591,980  
General and administrative expenses     (362 )   2,591     48,989         51,218  
Provision for asset impairment         1,418     504         1,922  
   
 
 
 
 
 
Income (loss) from operations     362     100,584     (29,276 )       71,670  
Interest on long-term debt     80,264     1,222     223     (3,630 )   78,079  
Intercompany charges     11,321     22,909     (34,230 )        
Other expense (income), net         (1,564 )   401         (1,163 )
   
 
 
 
 
 
Income (loss) before income taxes     (91,223 )   78,017     4,330     3,630     (5,246 )
Income taxes     (5,848 )   48,606     2,315     (46,526 )   (1,453 )
   
 
 
 
 
 
Net income (loss) from continuing operations     (85,375 )   29,411     2,015     50,156     (3,793 )
   
 
 
 
 
 
Equity in subsidiaries     94,724     (4,116 )       (90,608 )    
Discontinued operations                                
  Income from discontinued operations         571     22,689     (3,630 )   19,630  
  Income taxes         1     6,487         6,488  
   
 
 
 
 
 
Net income from discontinued operations         570     16,202     (3,630 )   13,142  
   
 
 
 
 
 
Net income   $ 9,349   $ 25,865   $ 18,217   $ (44,082 ) $ 9,349  
   
 
 
 
 
 

F-81


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Expressed in thousands of dollars

 
  53 Weeks Ended January 3, 2004
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
Revenues   $   $ 575,336   $ 144,945   $   $ 720,281  
Costs and expenses         450,327     126,010         576,337  
General and administrative expenses     (2,789 )   12,180     46,890         56,281  
Provision for asset impairment         4,549     (154 )       4,395  
   
 
 
 
 
 
Income (loss) from operations     2,789     108,280     (27,801 )       83,268  
Interest on long-term debt     65,051     11,499     1,281     (1,378 )   76,453  
Intercompany charges     20,308     (71,061 )   50,754     (1 )    
Other expense (income), net         1,995     2,061         4,056  
   
 
 
 
 
 
Income (loss) before income taxes     (82,570 )   165,847     (81,897 )   1,379     2,759  
Income taxes     (8,162 )   65,162     1,794     (65,279 )   (6,485 )
   
 
 
 
 
 
Net income (loss) from continuing operations     (74,408 )   100,685     (83,691 )   66,658     9,244  
Equity in subsidiaries     85,215     905         (86,120 )    
   
 
 
 
 
 
Discontinued operations                                
  Income (loss) from discontinued operations         (12,185 )   19,548     (1,378 )   5,985  
  Income taxes             4,422         4,422  
   
 
 
 
 
 
Net income (loss) from discontinued operations         (12,185 )   15,126     (1,378 )   1,563  
   
 
 
 
 
 
Net income (loss)   $ 10,807   $ 89,405   $ (68,565 ) $ (20,840 ) $ 10,807  
   
 
 
 
 
 

F-82


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Expressed in thousands of dollars

 
  52 Weeks Ended December 28, 2002
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
Revenues   $   $ 563,374   $ 128,623   $   $ 691,997  
Costs and expenses         452,110     113,540         565,650  
General and administrative         2,435     40,753         43,188  
Provision for goodwill impairment         228,076     205         228,281  
Provision for asset impairment         790     (227 )       563  
   
 
 
 
 
 
Loss from operations         (120,037 )   (25,648 )       (145,685 )
Interest on long-term debt     70,362     14,528     160         85,050  
Intercompany charges         152,178     (152,178 )        
Other expense (income), net         (3,770 )   (2,925 )       (6,695 )
   
 
 
 
 
 
Income (loss) before income taxes     (70,362 )   (282,973 )   129,295         (224,040 )
Income taxes     37     (1,157 )   576         (544 )
   
 
 
 
 
 
Net income (loss) from continuing operations     (70,399 )   (281,816 )   128,719         (223,496 )
   
 
 
 
 
 
Equity in subsidiaries     (163,346 )   (3,504 )       166,850      
Discontinued operations                                
  Income (loss) from discontinued operations         (11,989 )   7,245         (4,744 )
  Income taxes             5,504         5,504  
   
 
 
 
 
 
Net income (loss) from discontinued operations         (11,989 )   1,741         (10,248 )
   
 
 
 
 
 
Net income (loss)   $ (233,745 ) $ (297,309 ) $ 130,460   $ 166,850   $ (233,744 )
   
 
 
 
 
 

F-83



ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited)

Expressed in thousands of dollars

 
  12 Weeks Ended March 26, 2005
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
CASH PROVIDED BY (APPLIED TO)                                
Cash flows from operating activities of continuing operations   $ 30,641   $ 4,947   $ 6,107   $ 21   $ 41,716  
Cash flows from operating activities of discontinued operations         777     (36 )   (21 )   720  
Cash flows from investing activities of continuing operations         7,526     (11,926 )       (4,400 )
Cash flows from investing activities of discontinued operations         95     1,068         1,163  
Cash flows from financing activities of continuing operations     (30,641 )   (881 )   (130 )       (31,652 )
Cash flows from financing activities of discontinued operations             (48 )       (48 )
   
 
 
 
 
 
Increase (decrease) in cash and cash equivalents         12,464     (4,965 )       7,499  
Cash and cash equivalents, beginning of period         6,384     2,995         9,379  
   
 
 
 
 
 
Cash and cash equivalents, end of period   $   $ 18,848   $ (1,970 ) $   $ 16,878  
   
 
 
 
 
 

F-84



ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited)

Expressed in thousands of dollars

 
  12 Weeks Ended March 27, 2004
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
CASH PROVIDED BY (APPLIED TO)                                
Cash flows from operating activities of continuing operations   $ 4,017   $ (8,931 ) $ 8,852   $ 971   $ 4,909  
Cash flows from operating activities of discontinued operations         (352 )   2,278     (1,052 )   874  
Cash flows from investing activities of continuing operations         8,160     (9,829 )       (1,669 )
Cash flows from investing activities of discontinued operations         1,942     (2,819 )       (877 )
Cash flows from financing activities of continuing operations     (4,017 )   (5,295 )   (118 )   81     (9,349 )
Cash flows from financing activities of discontinued operations         (48 )   (43 )       (91 )
   
 
 
 
 
 
Decrease in cash and cash equivalents         (4,524 )   (1,679 )       (6,203 )
Cash and cash equivalents, beginning of period         36,272     5,340         41,612  
   
 
 
 
 
 
Cash and cash equivalents, end of period   $   $ 31,748   $ 3,661   $   $ 35,409  
   
 
 
 
 
 

F-85


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Expressed in thousands of dollars

 
  52 Weeks Ended January 1, 2005
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
CASH PROVIDED BY (APPLIED TO)                                
Cash flows from operating activities of continuing operations   $ 116,629   $ (57,686 ) $ 41,154   $ 3,630   $ 103,727  
Cash flows from operating activities of discontinued operations         17,528     5,943     (7,609 )   15,862  
Cash flows from investing activities of continuing operations     65,000     (4,088 )   (63,761 )   (65,000 )   (67,849 )
Cash flows from investing activities of discontinued operations         29,070     79,905         108,975  
Cash flows from financing activities of continuing operations     (181,629 )   (14,355 )   (65,503 )   68,979     (192,508 )
Cash flows from financing activities of discontinued operations         (351 )   (89 )       (440 )
   
 
 
 
 
 
Decrease in cash and cash equivalents         (29,882 )   (2,351 )         (32,233 )
Cash and cash equivalents, beginning of period         36,267     5,345           41,612  
   
 
 
 
 
 
Cash and cash equivalents, end of period   $   $ 6,385   $ 2,994   $   $ 9,379  
   
 
 
 
 
 

F-86


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Expressed in thousands of dollars
(unaudited)

 
  53 Weeks Ended January 3, 2004
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
CASH PROVIDED BY (APPLIED TO)                                
Cash flows from operating activities of continuing operations   $ (19,653 ) $ 142,217   $ 13,355   $ 1,378   $ 137,297  
Cash flows from operating activities of discontinued operations         9,253     10,910     (1,685 )   18,478  
Cash flows from investing activities of continuing operations     10,000     (11,412 )   (41,995 )   (10,000 )   (53,407 )
Cash flows from investing activities of discontinued operations         8,239     15,455         23,694  
Cash flows from financing activities of continuing operations     9,653     (147,911 )   (434 )   10,307     (128,385 )
Cash flows from financing activities of discontinued operations         (205 )   (1,972 )       (2,177 )
   
 
 
 
 
 
Increase (decrease) in cash and cash equivalents         181     (4,681 )       (4,500 )
Cash and cash equivalents, beginning of period         36,089     10,023           46,112  
   
 
 
 
 
 
Cash and cash equivalents, end of period   $   $ 36,270   $ 5,342   $   $ 41,612  
   
 
 
 
 
 

F-87


ALDERWOODS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Expressed in thousands of dollars

 
  52 Weeks Ended December 28, 2002
 
 
  Parent Company
  Guarantors
  Non-guarantors
  Consolidating Adjustments
  Consolidated Totals
 
CASH PROVIDED BY (APPLIED TO)                                
Cash flows from operating activities of continuing operations   $ 64,599   $ (13,345 ) $ 15,252   $   $ 66,506  
Cash flows from operating activities of discontinued operations         (9,171 )   12,313     (964 )   2,178  
Cash flows from investing activities of continuing operations         (11,056 )   (36,593 )       (47,649 )
Cash flows from investing activities of discontinued operations         6,933     (1,839 )       5,094  
Cash flows from financing activities of continuing operations     (64,599 )   (15,744 )   (462 )   964     (79,841 )
Cash flows from financing activities of discontinued operations         (1,035 )   (702 )       (1,737 )
   
 
 
 
 
 
Decrease in cash and cash equivalents         (43,418 )   (12,031 )       (55,449 )
Cash and cash equivalents, beginning of period         79,507     22,054         101,561  
   
 
 
 
 
 
Cash and cash equivalents, end of period   $   $ 36,089   $ 10,023   $   $ 46,112  
   
 
 
 
 
 

F-88




$200,000,000

LOGO

Alderwoods Group, Inc.

73/4% Senior Notes due 2012


PROSPECTUS
            
, 2005






PART II:
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Director and Officers

        The certificate of incorporation of Alderwoods Group limits the liability of the directors of Alderwoods Group to the maximum extent permitted by the General Corporation Law of the State of Delaware, referred to in this prospectus as the "DGCL." The DGCL provides that a director of a corporation will not be personally liable for monetary damages for breach of that individual's fiduciary duties as a director except for liability for any of the following: (a) a breach of the director's duty of loyalty to the corporation or its stockholders; (b) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (c) unlawful payments of dividends or unlawful stock repurchases or redemptions; or (d) any transaction from which the director derived an improper personal benefit. This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

        Section 145 of the DGCL provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against attorneys' fees and other expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person was or is a party or is threatened to be made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. The DGCL provides that section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        The certificate of incorporation provides that Alderwoods Group is required to indemnify its directors and officers to the maximum extent permitted by law. Notwithstanding the foregoing, the certificate of incorporation does not require Alderwoods Group to indemnify any such directors and officers in connection with any Proceeding (as such term is defined in the certificate of incorporation) that is initiated prior to January 2, 2002; provided, however, that Alderwoods Group may, in its sole discretion, elect to provide such indemnification in the event that any of its directors and officers liability insurance carriers fails or refuses to provide coverage. The certificate of incorporation also requires Alderwoods Group to advance expenses incurred by an officer or director in connection with the defense of any action or proceeding arising out of that party's status or service as a director or officer of Alderwoods Group or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if serving as such at Alderwoods Group's request. In addition, the certificate of incorporation permits Alderwoods Group to secure insurance on behalf of any director or officer for any liability arising out of his or her actions in a representative capacity.

        Alderwoods Group has entered into indemnification agreements with its directors and executive officers that contain provisions that obligate Alderwoods Group to: (a) indemnify, to the maximum extent permitted by Delaware law, those directors and officers against liabilities that may arise by reason of their status or service as directors or officers, except liabilities arising from willful misconduct of a culpable nature; (b) advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified; and (c) obtain directors' and officers' liability insurance if maintained for other directors or officers.

        Alderwoods Group maintains director and officer insurance for its directors and executive officers.

II-1



Item 21. Exhibits.

*
Previously filed as indicated and incorporated herein by reference.

Exhibit
Number

  Description

*2.1

 

Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries (incorporated by reference to Exhibit 99.1 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed September 10, 2001)

*2.2

 

Modification to the Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries (incorporated by reference to Exhibit 2.2 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

*2.3

 

Second Modification to the Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries (incorporated by reference to Exhibit 2.3 to the Form 8- K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

*2.4

 

Order Approving Modification of Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries and Compromise and Settlement of Claims Filed by Thomas Hardy (incorporated by reference to Exhibit 2.4 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

*2.5

 

Findings of Fact, Conclusions of Law and Order Confirming Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries, As Modified, dated December 5, 2001 (incorporated by reference to Exhibit 2.5 to the Form 8-K of The Loewen Group Inc., SEC File No. 1- 12163, filed December 11, 2001)

*2.6

 

Final Order dated December 7, 2001 (incorporated by reference to Exhibit 2.6 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

*3.1

 

Certificate of Incorporation of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

*3.2

 

Bylaws of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

*4.1

 

Indenture dated August 19, 2004, governing the 73/4% Senior Unsecured Notes due 2012 (incorporated by reference to Exhibit 4.9 to the Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed November 18, 2004)

4.2

 

Registration Rights Agreement dated August 19, 2004, relating to the 73/4% Senior Unsecured Notes due 2012

5.1

 

Opinion of Jones Day

5.2

 

Opinion of Feld, Hyde, Wertheimer, Bryant & Stone, P.C.

5.3

 

Opinion of Davis Wright Tremaine LLP

5.4

 

Opinion of Campana, Vieh & Loeb, PLC
     

II-2



5.5

 

Opinion of Dover Dixon Horne PLLC

5.6

 

Opinion of Rothgerber, Johnson & Lyons LLP

5.7

 

Opinion of Carmody & Torrance LLP

5.8

 

Opinion of Catlin Saxon Evans Fink Kolski & Romanez, L.L.P.

5.9

 

Opinion of Mueleman & Miller, LLP

5.10

 

Opinion of Tabbert Hahn Earnest & Weddle, LLP

5.11

 

Opinion of Bradshaw, Fowler, Procter & Fairgrave, P.C.

5.12

 

Opinion of Stinson Morrison Hecker LLP

5.13

 

Opinion of Stites & Harbison, PLLC

5.14

 

Opinion of Liskow & Lewis

5.15

 

Opinions of Gebhardt & Smith LLP

5.16

 

Opinion of Jaffe, Raitt, Heuer & Weiss, P.C.

5.17

 

Opinion of Faegre & Benson LLP

5.18

 

Opinion of Butler, Snow, O'Mara, Stevens & Cannada, PLLC

5.19

 

Opinion of Browning, Kaleczyc, Berry & Hoven P.C.

5.20

 

Opinion of Lionel Sawyer & Collins

5.21

 

Opinion of McLane, Graf, Raulerson & Middleton

5.22

 

Opinion of Landry & Ludewig, LLP

5.23

 

Opinion of The Law Offices of Gary W. Swindell

5.24

 

Opinion of Andrews Davis, P.C.

5.25

 

Opinion of Stoel Rives LLP

5.26

 

Opinion of Kozloff Stoudt, Professional Corporation

5.27

 

Opinion of Hinckley, Allen & Snyder LLP

5.28

 

Opinion of Tyler, Cassell, Jackson, Peace & Silver, LLP

5.29

 

Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

5.30

 

Opinion of Riddell Williams P.S.

5.31

 

Opinion of Spilman Thomas & Battle, PLLC

5.32

 

Opinion of Foley & Lardner

5.33

 

Opinion of Goodwin Procter LLP

*10.1

 

Subordinated Bridge Loan Agreement dated January 23, 2004, among Alderwoods Group, Inc., Banc of America Bridge LLC, as administrative agent and initial bridge lender and the other bridge lenders party hereto and Bank of America Securities LLC, as sole lead arranger and sole book manager (incorporated by reference to Exhibit 10.1 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)
     

II-3



*10.2

 

Credit Agreement dated September 17, 2003, among Alderwoods Group, Inc., Bank of America, N.A., as administrative agent, swing line lender, L/C Issuer and the other lenders party hereto (incorporated by reference to Exhibit 10.1 to the Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed November 12, 2003)

*10.3

 

Amendment No. 1 dated January 23, 2004, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, swing line lender, L/C Issuer and the other lenders party hereto (incorporated by reference to Exhibit 10.3 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

*10.4

 

Amendment No. 2 dated August 19, 2004, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, owing line lender, L/C Issuer and other lenders party hereto (incorporated by reference to Exhibit 10.4 to the Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed November 18, 2004)

*10.5

 

Amendment No. 3 dated December 3, 2004, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, owing line lender, L/C Issuer and other lenders party hereto (incorporated by reference to Exhibit 10.1 to the Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed December 8, 2004)

*10.6

 

Amendment No. 4 dated March 18, 2005, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, owing line lender, L/C Issuer and other lenders party hereto (incorporated by reference to Exhibit 10.1 to the Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 24, 2005)

*10.7

 

Employment Agreement dated January 2, 2004, by and between Alderwoods Group, Inc. and Kenneth A. Sloan (incorporated by reference to Exhibit 10.6 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

*10.8

 

Employment Agreement dated January 23, 2003, by and between Alderwoods Group, Inc. and Ellen Neeman (incorporated by reference to Exhibit 10.7 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

*10.9

 

Employment Agreement dated May 10, 2005, by and between Alderwoods Group, Inc. and Mark W. H. Wilson (incorporated by reference to Exhibit 10.2 to Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 12, 2005)

*10.10

 

Employment Agreement dated January 2, 2004, by and between Alderwoods Group, Inc. and Ross S. Caradonna (incorporated by reference to Exhibit 10.9 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

*10.11

 

Employment Agreement dated January 23, 2003, by and between Alderwoods Group, Inc. and Richard J. Scully (incorporated by reference to Exhibit 10.35 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 1, 2003)

*10.12

 

Amended and Restated Employment Agreement dated May 1, 2003, by and between Alderwoods Group, Inc. and John S. Lacey (incorporated by reference to Exhibit 10.36 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed July 24, 2003)

*10.13

 

Amendment No. 1 dated March 16, 2004, to the Amended and Restated Employment Agreement dated May 1, 2003, by and between Alderwoods Group, Inc. and John S. Lacey (incorporated by reference to Exhibit 10.12 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 10, 2004)
     

II-4



*10.14

 

Amended and Restated Employment Agreement dated May 1, 2003, by and between Alderwoods Group, Inc. and Paul A. Houston (incorporated by reference to Exhibit 10.37 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed July 24, 2003)

*10.15

 

Employment Agreement dated May 10, 2005, by and between Alderwoods Group, Inc. and Aaron Shipper (incorporated by reference to Exhibit 10.1 to the Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 12, 2005)

*10.16

 

Alderwoods Group, Inc. 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

*10.17

 

Director Compensation Plan (incorporated by reference to Exhibit 10.28 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

*10.18

 

Alderwoods Group Canada Inc. 2003-2005 Executive Strategic Incentive Plan (incorporated by reference to Exhibit 10.40 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed July 24, 2003)

*10.19

 

Alderwoods Support Function Annual Incentive Plan (incorporated by reference to Exhibit 10.19 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2005)

*10.20

 

Description of Compensation of Directors (incorporated by reference to Exhibit 10.20 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed April 28, 2005)

*10.21

 

Form of Indemnification Agreement between Alderwoods Group, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.33 to Form S-1/A of Alderwoods Group, Inc., SEC File No. 333-85316, filed July 25, 2002)

*10.22

 

Alderwoods Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 3, 2005)

*10.23

 

Alderwoods Group, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 3, 2005)

12.1

 

Statement Regarding Computation of Ratios

*21.1

 

Subsidiaries of Alderwoods Group, Inc. (incorporated by reference to Exhibit 21.1 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2005)

23.1

 

Consent of KPMG LLP

23.2

 

Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1)

23.3

 

Consent of Feld, Hyde, Wertheimer, Bryant & Stone, P.C. (included as part of its opinion filed as Exhibit 5.2)

23.4

 

Consent of Davis Wright Tremaine LLP (included as part of its opinion filed as Exhibit 5.3)

23.5

 

Consent of Campana, Vieh & Loeb, PLC (included as part of its opinion filed as Exhibit 5.4)

23.6

 

Consent of Dover Dixon Horne PLLC (included as part of its opinion filed as Exhibit 5.5)

23.7

 

Consent of Rothgerber, Johnson & Lyons LLP (included as part of its opinion filed as Exhibit 5.6)

23.8

 

Consent of Carmody & Torrance LLP (included as part of its opinion filed as Exhibit 5.7)
     

II-5



23.9

 

Consent of Catlin Saxon Evans Fink Kolski & Romanez, L.L.P. (included as part of its opinion filed as Exhibit 5.8)

23.10

 

Consent of Mueleman & Miller, LLP (included as part of its opinion filed as Exhibit 5.9)

23.11

 

Consent of Tabbert Hahn Earnest & Weddle, LLP (included as part of its opinion filed as Exhibit 5.10)

23.12

 

Consent of Bradshaw, Fowler, Procter & Fairgrave, P.C. (included as part of its opinion filed as Exhibit 5.11)

23.13

 

Consent of Stinson Morrison Hecker LLP (included as part of its opinion filed as Exhibit 5.12)

23.14

 

Consent of Stites & Harbison, PLLC (included as part of its opinion filed as Exhibit 5.13)

23.15

 

Consent of Liskow & Lewis (included as part of its opinion filed as Exhibit 5.14)

23.16

 

Consent of Gebhardt & Smith LLP (included as part of its opinion filed as Exhibit 5.15)

23.17

 

Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (included as part of its opinion filed as Exhibit 5.16)

23.18

 

Consent of Faegre & Benson LLP (included as part of its opinion filed as Exhibit 5.17)

23.19

 

Consent of Butler, Snow, O'Mara, Stevens & Cannada, PLLC (included as part of its opinion filed as Exhibit 5.18)

23.20

 

Consent of Browning, Kaleczyc, Berry & Hoven P.C. (included as part of its opinion filed as Exhibit 5.19)

23.21

 

Consent of Lionel Sawyer & Collins (included as part of its opinion filed as Exhibit 5.20)

23.22

 

Consent of McLane, Graf, Raulerson & Middleton (included as part of its opinion filed as Exhibit 5.21)

23.23

 

Consent of Landry & Ludewig, LLP (included as part of its opinion filed as Exhibit 5.22)

23.24

 

Consent of The Law Offices of Gary W. Swindell (included as part of its opinion filed as Exhibit 5.23)

23.25

 

Consent of Andrews Davis, P.C. (included as part of its opinion filed as Exhibit 5.24)

23.26

 

Consent of Stoel Rives LLP (included as part of its opinion filed as Exhibit 5.25)

23.27

 

Consent of Kozloff Stoudt, Professional Corporation (included as part of its opinion filed as Exhibit 5.26)

23.28

 

Consent of Hinckley, Allen & Snyder LLP (included as part of its opinion filed as Exhibit 5.27)

23.29

 

Consent of Tyler, Cassell, Jackson, Peace & Silver, LLP (included as part of its opinion filed as Exhibit 5.28)

23.30

 

Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included as part of its opinion filed as Exhibit 5.29)

23.31

 

Consent of Riddell Williams P.S. (included as part of its opinion filed as Exhibit 5.30)

23.32

 

Consent of Spilman Thomas & Battle, PLLC (included as part of its opinion filed as Exhibit 5.31)
     

II-6



23.33

 

Consent of Foley & Lardner LLP (included as part of its opinion filed as Exhibit 5.32)

23.34

 

Consent of Goodwin Procter LLP (included as part of its opinion filed as Exhibit 5.33)

24.1

 

Powers of Attorney

25.1

 

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, N.A., as Trustee on Form T-1.

99.1

 

Form of Letter of Transmittal

99.2

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

99.3

 

Form of Notice of Guaranteed Delivery

99.4

 

Form of Letter to Clients

Item 22. Undertakings.

        The undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration

II-7



statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-8



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ALDERWOODS GROUP, INC.

 

 

 

 

 
    By:   *
Kenneth A. Sloan
Executive Vice President and Chief
Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
John S. Lacey
  Chairman of the Board and Director   May 12, 2005

*

Paul A. Houston

 

President, Chief Executive Officer and Director (Principal Executive Officer)

 

May 12, 2005

*

Kenneth A. Sloan

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

May 12, 2005

*

Lloyd E. Campbell

 

Director

 

May 12, 2005

*

Anthony G. Eames

 

Director

 

May 12, 2005

*

Charles M. Elson

 

Director

 

May 12, 2005

*

David R. Hilty

 

Director

 

May 12, 2005
         

II-9



*

Olivia F. Kirtley

 

Director

 

May 12, 2005

*

William R. Riedl

 

Director

 

May 12, 2005

*

W. MacDonald Snow Jr.

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and directors on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-10



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ADMINISTRATION SERVICES, INC.
    ADVANCED PLANNING (ALABAMA), INC.
    ADVANCED PLANNING OF AMERICA, INC.
    ADVANCED PLANNING OF GEORGIA, INC.
    ALDERWOODS (ALABAMA), INC.
    ALDERWOODS (ALASKA), INC.
    ALDERWOODS (ARIZONA), INC.
    ALDERWOODS (ARKANSAS), INC.
    ALDERWOODS (CHICAGO CENTRAL), INC.
    ALDERWOODS (CHICAGO NORTH), INC.
    ALDERWOODS (CHICAGO SOUTH), INC.
    ALDERWOODS (COLORADO), INC.
    ALDERWOODS (COMMISSIONER), INC.
    ALDERWOODS (CONNECTICUT), INC.
    ALDERWOODS (GEORGIA) HOLDINGS, INC.
    ALDERWOODS (GEORGIA), INC.
    ALDERWOODS (IDAHO), INC.
    ALDERWOODS (ILLINOIS), INC.
    ALDERWOODS (INDIANA), INC.
    ALDERWOODS (IOWA), INC.
    ALDERWOODS (KANSAS), INC.
    ALDERWOODS (LOUISIANA), INC.
    ALDERWOODS (MARYLAND), INC.
    ALDERWOODS (MASSACHUSETTS), INC.
    ALDERWOODS (MINNESOTA), INC.
    ALDERWOODS (MISSISSIPPI), INC.
    ALDERWOODS (MISSOURI), INC.
    ALDERWOODS (MONTANA), INC.
    ALDERWOODS (NEW MEXICO), INC.
    ALDERWOODS (NEW YORK), INC.
    ALDERWOODS (NORTH CAROLINA), INC.
    ALDERWOODS (OHIO) CEMETERY MANAGEMENT, INC.
    ALDERWOODS (OHIO) FUNERAL HOME, INC.
    ALDERWOODS (OKLAHOMA), INC.
    ALDERWOODS (OREGON), INC.
    ALDERWOODS (PARTNER), INC.
    ALDERWOODS (PENNSYLVANIA), INC.
    ALDERWOODS (RHODE ISLAND), INC.
    ALDERWOODS (SOUTH CAROLINA), INC.
    ALDERWOODS (TENNESSEE), INC.
    ALDERWOODS (TEXAS) CEMETERY, INC.
    ALDERWOODS (VIRGINA), INC.
    ALDERWOODS (WASHINGTON), INC.
     

II-11


    ALDERWOODS (WEST VIRGINA), INC.
    ALDERWOODS (WISCONSIN), INC.
    AMERICAN BURIAL AND CREMATION CENTERS, INC.
    AMG, INC.
    BRIGHT UNDERTAKING COMPANY
    CAROTHERS HOLDING COMPANY, INC.
    CHAPEL HILL MEMORIAL GARDENS & FUNERAL HOME LTD.
    CHICAGO CEMETERY CORPORATION
    CHMP HOLDINGS, INC.
    CORAL RIDGE FUNERAL HOME AND CEMETERY, INC.
    DHFH HOLDINGS, INC.
    DHNC HOLDINGS, INC.
    DIRECTORS CEMETERY (TEXAS), INC.
    DOBA-HABY INSURANCE AGENCY, INC.
    DRMP HOLDINGS, INC.
    DSP GENERAL PARTNER, INC.
    EAGLE FINANCIAL ASSOCIATES, INC.
    EARTHMAN CEMETERY HOLDINGS, INC.
    EARTHMAN HOLDINGS, INC.
    EDSB HOLDINGS, INC.
    ELMWOOD ACQUISITION CORPORATION
    EVERGREEN FUNERAL HOME AND CEMETERY, INC.
    FAMILY CARE, INC.
    FUNERAL SERVICES ACQUISITION GROUP, INC.
    GARDEN SANCTUARY ACQUISITION, INC.
    GRACELAND CEMETERY DEVELOPMENT CO.
    GREEN LAWN CEMETERY CORPORATION
    GREEN SERVICE CORPORATION
    H. SAMSON, INC.
    H.P. BRANDT FUNERAL HOME, INC.
    HFCC HOLDINGS, INC.
    HFJC HOLDINGS, INC.
    HFSC HOLDINGS, INC.
    KADEK ENTERPRISES OF FLORIDA, INC.
    KNEE FUNERAL HOME OF WILKINSBURG, INC.
    LEINKAEMPER CHAPELS, INC.
    LEVITT WEINSTEIN MEMORIAL CHAPELS, INC.
    LINEBERRY GROUP, INC.
    MHI GROUP, INC.
    MOUNT AUBURN MEMORIAL PARK, INC.
    NAPLES MEMORIAL GARDENS, INC.
    NINETEEN THIRTY-FIVE HOLDINGS, INC.
    NORTHEAST MONUMENT COMPANY, INC.
     

II-12


    NORTHERN LAND COMPANY, INC.
    OAK WOODS MANAGEMENT COMPANY
    OSIRIS HOLDING CORPORATION
    OSIRIS HOLDING OF FLORIDA, INC.
    PANOLA COUNTY RESTLAND MEMORIAL PARK, INC.
    PHOENIX MEMORIAL PARK ASSOCIATION
    PINEVIEW MEMORIAL PARK, INC.
    PIONEER FUNERAL PLANS, INC.
    POTEET HOLDINGS, INC.
    REEVES, INC.
    RIDGEWOOD CEMETERY COMPANY, INC.
    ROBERT DOUGLAS GOUNDREY FUNERAL HOME, INC.
    RUZICH FUNERAL HOME, INC.
    RUZICH FUNERAL HOME, INC.
    S&H PROPERTIES AND ENTERPRISES, INC.
    SECURITY TRUST PLANS, INC.
    SOUTHEASTERN FUNERAL HOMES, INC.
    ST. LAURENT FUNERAL HOME, INC.
    STEPHENS FUNERAL FUND, INC.
    THE OAK WOODS CEMETERY ASSOCIATION
    THE PORTLAND MEMORIAL, INC.
    TRAVIS LAND COMPANY
    TYLER MEMORIAL FUNERAL HOME AND CHAPEL, INC.
    UNIVERSAL MEMORIAL CENTERS I, INC.
    UNIVERSAL MEMORIAL CENTERS II, INC.
    UNIVERSAL MEMORIAL CENTERS III, INC.
    VANCOUVER FUNERAL CHAPEL, INC.
    WACO MEMORIAL PARK, INC.
    WESTMINSTER GARDENS, INC.
    WMP, INC.
    WOODLAWN CEMETERY OF CHICAGO, INC.
    WOODLAWN MEMORIAL PARK, INC.
    ZS ACQUISITION, INC.

 

 

 

 

 
    By:   *
William Tottle
Vice President

II-13


        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Paul A. Houston
  President
(Principal Executive Officer)
  May 12, 2005

*

William Tottle

 

Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)

 

May 12, 2005

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and director on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-14



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    A.L. CEMETERY
    ADVANCE FUNERAL INSURANCE SERVICES
    ALDERWOODS (NEVADA), INC.
    ALDERWOODS GROUP (CALIFORNIA), INC.
    CUSTER CHRISTIANSEN COVINA MORTUARY, INC.
    DIMOND SERVICE CORPORATION
    DIRECTORS SUCCESSION PLANNING II, INC.
    DIRECTORS SUCCESSION PLANNING, INC.
    DSP GENERAL PARTNER II, INC.
    EARTHMAN LP, INC.
    GLASBAND-MALINOW-WEINSTEIN MORTUARY, INC.
    GLASBAND-WILLEN MORTUARIES
    HARBOR LAWN MEMORIAL PARK, INC.
    NEEL FUNERAL DIRECTORS, INC.
    RH CEMETERY CORP.
    RH MORTUARY CORPORATION
    RH SATELLITE PROPERTIES CORP.
    SAN FERNANDO MORTUARY, INC.
    UNIVERSAL MEMORIAL CENTERS V, INC.
    UNIVERSAL MEMORIAL CENTERS VI, INC.
    WHITE FUNERAL HOME, INC.
    WHITEHURST-LAKEWOOD MEMORIAL PARK AND FUNERAL SERVICE, INC.
    WORKMAN MILL INVESTMENT COMPANY

 

 

By:

 

*

William Tottle
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Shawn R. Phillips
  President
(Principal Executive Officer)
  May 12, 2005

*

William Tottle

 

Vice President and Director
(Principal Financial Officer and Principal Accounting Officer)

 

May 12, 2005
         

II-15



/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and director on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-16



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ROSE HILLS COMPANY
ROSE HILLS HOLDINGS CORP.

 

 

By:

 

*

Mary C. Guzman
Vice President, Chief Financial Officer,
Secretary and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Kenton C. Woods
  President, Chief Executive Officer and Director
(Principal Executive Officer)
  May 12, 2005

*

Mary C. Guzman

 

Vice President, Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer)

 

May 12, 2005

*

Jeffrey M. Nordschow

 

Controller and Assistant Secretary
(Principal Accounting Officer)

 

May 12, 2005

*

John S. Lacey

 

Director

 

May 12, 2005

*

Paul A. Houston

 

Director

 

May 12, 2005

*

Kenneth A. Sloan

 

Director

 

May 12, 2005
         

II-17



*

Shawn R. Phillips

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and directors on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-18



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ALDERWOODS (TEXAS), INC.

 

 

By:

 

*

William Tottle
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Shawn R. Phillips
  President
(Principal Executive Officer)
  May 12, 2005

*

William Tottle

 

Vice President and Director (Principal Financial Officer and Principal Accounting Officer)

 

May 12, 2005

*

Andrew J. Gauntley

 

Director

 

May 12, 2005

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and directors on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-19



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ALDERWOODS (DELAWARE), INC.

 

 

By:

 

*

Kenneth A. Sloan
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Paul A. Houston
  President
(Principal Executive Officer)
  May 12, 2005

*

Kenneth A. Sloan

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

 

May 12, 2005

*

William Tottle

 

Director

 

May 12, 2005

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and director on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-20



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ALDERWOODS (MICHIGAN), INC.

 

 

By:

 

*

William Tottle
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Paul A. Houston
  President
(Principal Executive Officer)
  May 12, 2005

*

William Tottle

 

Vice President
(Principal Financial Officer and
Principal Accounting Officer)

 

May 12, 2005

*

Barry Burnham

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and director on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-21



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    ALDERWOODS (TEXAS), L.P.

 

 

By:

 

ALDERWOODS (PARTNER), INC.
its general partner

 

 

By:

 

*

William Tottle
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
ALDERWOODS (PARTNER), INC.        

*

Paul A. Houston

 

President
(Principal Executive Officer)

 

May 12, 2005

*

William Tottle

 

Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)

 

May 12, 2005

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and director on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-22



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    DIRECTORS (TEXAS), L.P.

 

 

By:

 

DSP GENERAL PARTNER, INC.,
its general partner

 

 

By:

 

*

William Tottle
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
DSP GENERAL PARTNER, INC.        

*

Paul A. Houston

 

President
(Principal Executive Officer)

 

May 12, 2005

*

William Tottle

 

Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)

 

May 12, 2005

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and director on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-23



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the 12th day of May, 2005.

    MFH, L.L.C.

 

 

By:

 

*

William Tottle
Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Paul A. Houston
  President
(Principal Executive Officer)
  May 12, 2005

*

William Tottle

 

Vice President and Manager
(Principal Financial Officer and
Principal Accounting Officer)

 

May 12, 2005

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Manager

 

May 12, 2005

*
The undersigned by signing her name hereunto has hereby signed this registration statement on behalf of the above-named officers and manager on May 12, 2005, pursuant to a power of attorney executed on behalf of each such officer and director and filed with the Securities and Exchange Commission.

By:   /s/  ELLEN NEEMAN      
Ellen Neeman
   

II-24



EXHIBIT INDEX

Exhibit
Number

  Description
2.1   Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries (incorporated by reference to Exhibit 99.1 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed September 10, 2001)

2.2

 

Modification to the Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries (incorporated by reference to Exhibit 2.2 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

2.3

 

Second Modification to the Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries (incorporated by reference to Exhibit 2.3 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

2.4

 

Order Approving Modification of Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries and Compromise and Settlement of Claims Filed by Thomas Hardy (incorporated by reference to Exhibit 2.4 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

2.5

 

Findings of Fact, Conclusions of Law and Order Confirming Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries, As Modified, dated December 5, 2001 (incorporated by reference to Exhibit 2.5 to the Form 8-K of The Loewen Group Inc., SEC File No. 1- 12163, filed December 11, 2001)

2.6

 

Final Order dated December 7, 2001 (incorporated by reference to Exhibit 2.6 to the Form 8-K of The Loewen Group Inc., SEC File No. 1-12163, filed December 11, 2001)

3.1

 

Certificate of Incorporation of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

3.2

 

Bylaws of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

4.1

 

Indenture dated August 19, 2004, governing the 73/4% Senior Unsecured Notes due 2012 (incorporated by reference to Exhibit 4.9 to the Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed November 18, 2004)

4.2

 

Registration Rights Agreement dated August 19, 2004, relating to the 73/4% Senior Unsecured Notes due 2012

5.1

 

Opinion of Jones Day

5.2

 

Opinion of Feld, Hyde, Wertheimer, Bryant & Stone, P.C.

5.3

 

Opinion of Davis Wright Tremaine LLP

5.4

 

Opinion of Campana, Vieh & Loeb, PLC

5.5

 

Opinion of Dover Dixon Horne PLLC

5.6

 

Opinion of Rothgerber, Johnson & Lyons LLP

5.7

 

Opinion of Carmody & Torrance LLP

5.8

 

Opinion of Catlin Saxon Evans Fink Kolski & Romanez, L.L.P.
     


5.9

 

Opinion of Mueleman & Miller, LLP

5.10

 

Opinion of Tabbert Hahn Earnest & Weddle, LLP

5.11

 

Opinion of Bradshaw, Fowler, Procter & Fairgrave, P.C.

5.12

 

Opinion of Stinson Morrison Hecker LLP

5.13

 

Opinion of Stites & Harbison, PLLC

5.14

 

Opinion of Liskow & Lewis

5.15

 

Opinions of Gebhardt & Smith LLP

5.16

 

Opinion of Jaffe, Raitt, Heuer & Weiss, P.C.

5.17

 

Opinion of Faegre & Benson LLP

5.18

 

Opinion of Butler, Snow, O'Mara, Stevens & Cannada, PLLC

5.19

 

Opinion of Browning, Kaleczyc, Berry & Hoven P.C.

5.20

 

Opinion of Lionel Sawyer & Collins

5.21

 

Opinion of McLane, Graf, Raulerson & Middleton

5.22

 

Opinion of Landry & Ludewig, LLP

5.23

 

Opinion of The Law Offices of Gary W. Swindell

5.24

 

Opinion of Andrews Davis, P.C.

5.25

 

Opinion of Stoel Rives LLP

5.26

 

Opinion of Kozloff Stoudt, Professional Corporation

5.27

 

Opinion of Hinckley, Allen & Snyder LLP

5.28

 

Opinion of Tyler, Cassell, Jackson, Peace & Silver, LLP

5.29

 

Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

5.30

 

Opinion of Riddell Williams P.S.

5.31

 

Opinion of Spilman Thomas & Battle, PLLC

5.32

 

Opinion of Foley & Lardner

5.33

 

Opinion of Goodwin Procter LLP

10.1

 

Subordinated Bridge Loan Agreement dated January 23, 2004, among Alderwoods Group, Inc., Banc of America Bridge LLC, as administrative agent and initial bridge lender and the other bridge lenders party hereto and Bank of America Securities LLC, as sole lead arranger and sole book manager (incorporated by reference to Exhibit 10.1 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

10.2

 

Credit Agreement dated September 17, 2003, among Alderwoods Group, Inc., Bank of America, N.A., as administrative agent, swing line lender, L/C Issuer and the other lenders party hereto (incorporated by reference to Exhibit 10.1 to the Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed November 12, 2003)

10.3

 

Amendment No. 1 dated January 23, 2004, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, swing line lender, L/C Issuer and the other lenders party hereto (incorporated by reference to Exhibit 10.3 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)
     


10.4

 

Amendment No. 2 dated August 19, 2004, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, owing line lender, L/C Issuer and other lenders party hereto (incorporated by reference to Exhibit 10.4 to the Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed November 18, 2004)

10.5

 

Amendment No. 3 dated December 3, 2004, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, owing line lender, L/C Issuer and other lenders party hereto (incorporated by reference to Exhibit 10.1 to the Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed December 8, 2004)

10.6

 

Amendment No. 4 dated March 18, 2005, to the Credit Agreement among Alderwoods Group, Inc., Bank of America, N.A. as administrative agent, owing line lender, L/C Issuer and other lenders party hereto (incorporated by reference to Exhibit 10.1 to the Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 24, 2005)

10.7

 

Employment Agreement dated January 2, 2004, by and between Alderwoods Group, Inc. and Kenneth A. Sloan (incorporated by reference to Exhibit 10.6 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

10.8

 

Employment Agreement dated January 23, 2003, by and between Alderwoods Group, Inc. and Ellen Neeman (incorporated by reference to Exhibit 10.7 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

10.9

 

Employment Agreement dated May 10, 2005, by and between Alderwoods Group, Inc. and Mark W. H. Wilson (incorporated by reference to Exhibit 10.2 to Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 12, 2005)

10.10

 

Employment Agreement dated January 2, 2004, by and between Alderwoods Group, Inc. and Ross S. Caradonna (incorporated by reference to Exhibit 10.9 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 16, 2004)

10.11

 

Employment Agreement dated January 23, 2003, by and between Alderwoods Group, Inc. and Richard J. Scully (incorporated by reference to Exhibit 10.35 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 1, 2003)

10.12

 

Amended and Restated Employment Agreement dated May 1, 2003, by and between Alderwoods Group, Inc. and John S. Lacey (incorporated by reference to Exhibit 10.36 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed July 24, 2003)

10.13

 

Amendment No. 1 dated March 16, 2004, to the Amended and Restated Employment Agreement dated May 1, 2003, by and between Alderwoods Group, Inc. and John S. Lacey (incorporated by reference to Exhibit 10.12 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 10, 2004)

10.14

 

Amended and Restated Employment Agreement dated May 1, 2003, by and between Alderwoods Group, Inc. and Paul A. Houston (incorporated by reference to Exhibit 10.37 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed July 24, 2003)

10.15

 

Employment Agreement dated May 10, 2005, by and between Alderwoods Group, Inc. and Aaron Shipper (incorporated by reference to Exhibit 10.1 to the Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 12, 2005)

10.16

 

Alderwoods Group, Inc. 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)

10.17

 

Director Compensation Plan (incorporated by reference to Exhibit 10.28 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2002)
     


10.18

 

Alderwoods Group Canada Inc. 2003-2005 Executive Strategic Incentive Plan (incorporated by reference to Exhibit 10.40 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed July 24, 2003)

10.19

 

Alderwoods Support Function Annual Incentive Plan (incorporated by reference to Exhibit 10.19 to Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2005)

10.20

 

Description of Compensation of Directors (incorporated by reference to Exhibit 10.20 to Form 10-Q of Alderwoods Group, Inc., SEC File No. 000-33277, filed April 28, 2005)

10.21

 

Form of Indemnification Agreement between Alderwoods Group, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.33 to Form S-1/A of Alderwoods Group, Inc., SEC File No. 333-85316, filed July 25, 2002)

10.22

 

Alderwoods Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 3, 2005)

10.23

 

Alderwoods Group, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed May 3, 2005)

12.1

 

Statement Regarding Computation of Ratios

21.1

 

Subsidiaries of Alderwoods Group, Inc. (incorporated by reference to Exhibit 21.1 to the Form 10-K of Alderwoods Group, Inc., SEC File No. 000-33277, filed March 28, 2005)

23.1

 

Consent of KPMG LLP

23.2

 

Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1)

23.3

 

Consent of Feld, Hyde, Wertheimer, Bryant & Stone, P.C. (included as part of its opinion filed as Exhibit 5.2)

23.4

 

Consent of Davis Wright Tremaine LLP (included as part of its opinion filed as Exhibit 5.3)

23.5

 

Consent of Campana, Vieh & Loeb, PLC (included as part of its opinion filed as Exhibit 5.4)

23.6

 

Consent of Dover Dixon Horne PLLC (included as part of its opinion filed as Exhibit 5.5)

23.7

 

Consent of Rothgerber, Johnson & Lyons LLP (included as part of its opinion filed as Exhibit 5.6)

23.8

 

Consent of Carmody & Torrance LLP (included as part of its opinion filed as Exhibit 5.7)

23.9

 

Consent of Catlin Saxon Evans Fink Kolski & Romanez, L.L.P. (included as part of its opinion filed as Exhibit 5.8)

23.10

 

Consent of Mueleman & Miller, LLP (included as part of its opinion filed as Exhibit 5.9)

23.11

 

Consent of Tabbert Hahn Earnest & Weddle, LLP (included as part of its opinion filed as Exhibit 5.10)

23.12

 

Consent of Bradshaw, Fowler, Procter & Fairgrave, P.C. (included as part of its opinion filed as Exhibit 5.11)

23.13

 

Consent of Stinson Morrison Hecker LLP (included as part of its opinion filed as Exhibit 5.12)

23.14

 

Consent of Stites & Harbison, PLLC (included as part of its opinion filed as Exhibit 5.13)

23.15

 

Consent of Liskow & Lewis (included as part of its opinion filed as Exhibit 5.14)

23.16

 

Consent of Gebhardt & Smith LLP (included as part of its opinion filed as Exhibit 5.15)
     


23.17

 

Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (included as part of its opinion filed as Exhibit 5.16)

23.18

 

Consent of Faegre & Benson LLP (included as part of its opinion filed as Exhibit 5.17)

23.19

 

Consent of Butler, Snow, O'Mara, Stevens & Cannada, PLLC (included as part of its opinion filed as Exhibit 5.18)

23.20

 

Consent of Browning, Kaleczyc, Berry & Hoven P.C. (included as part of its opinion filed as Exhibit 5.19)

23.21

 

Consent of Lionel Sawyer & Collins (included as part of its opinion filed as Exhibit 5.20)

23.22

 

Consent of McLane, Graf, Raulerson & Middleton (included as part of its opinion filed as Exhibit 5.21)

23.23

 

Consent of Landry & Ludewig, LLP (included as part of its opinion filed as Exhibit 5.22)

23.24

 

Consent of The Law Offices of Gary W. Swindell (included as part of its opinion filed as Exhibit 5.23)

23.25

 

Consent of Andrews Davis, P.C. (included as part of its opinion filed as Exhibit 5.24)

23.26

 

Consent of Stoel Rives LLP (included as part of its opinion filed as Exhibit 5.25)

23.27

 

Consent of Kozloff Stoudt, Professional Corporation (included as part of its opinion filed as Exhibit 5.26)

23.28

 

Consent of Hinckley, Allen & Snyder LLP (included as part of its opinion filed as Exhibit 5.27)

23.29

 

Consent of Tyler, Cassell, Jackson, Peace & Silver, LLP (included as part of its opinion filed as Exhibit 5.28)

23.30

 

Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included as part of its opinion filed as Exhibit 5.29)

23.31

 

Consent of Riddell Williams P.S. (included as part of its opinion filed as Exhibit 5.30)

23.32

 

Consent of Spilman Thomas & Battle, PLLC (included as part of its opinion filed as Exhibit 5.31)

23.33

 

Consent of Foley & Lardner LLP (included as part of its opinion filed as Exhibit 5.32)

23.34

 

Consent of Goodwin Procter LLP (included as part of its opinion filed as Exhibit 5.33)

24.1

 

Powers of Attorney

25.1

 

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, N.A., as Trustee on Form T-1.

99.1

 

Form of Letter of Transmittal

99.2

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

99.3

 

Form of Notice of Guaranteed Delivery

99.4

 

Form of Letter to Clients



QuickLinks

TABLE OF ADDITIONAL REGISTRANTS
REFERENCES TO ADDITIONAL INFORMATION
TABLE OF CONTENTS
MARKET, RANKING AND OTHER DATA
PROSPECTUS SUMMARY
Company Overview
Industry Overview
Our Strengths
Our Strategy
The Exchange Offer
The Exchange Notes
Summary Consolidated Financial Information
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
CAPITALIZATION
SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INDUSTRY OVERVIEW
BUSINESS
MANAGEMENT
PRINCIPAL STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE EXCHANGE NOTES
U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
INCORPORATION BY REFERENCE
INDEX TO FINANCIAL STATEMENTS
ALDERWOODS GROUP, INC. CONSOLIDATED BALANCE SHEETS Expressed in thousands of dollars except number of shares
ALDERWOODS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Expressed in thousands of dollars except per share amounts and number of shares
ALDERWOODS GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) Expressed in thousands of dollars except number of shares
ALDERWOODS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Expressed in thousands of dollars
ALDERWOODS GROUP, INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Tabular amounts expressed in thousands of dollars except per share amounts)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ALDERWOODS GROUP, INC. CONSOLIDATED BALANCE SHEETS Expressed in thousands of dollars except number of shares
ALDERWOODS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Expressed in thousands of dollars except per share amounts and number of shares
ALDERWOODS GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Expressed in thousands of dollars except number of shares
ALDERWOODS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in thousands of dollars
ALDERWOODS GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts expressed in thousands of dollars except per share amounts)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ALDERWOODS GROUP, INC. CONDENSED CONSOLIDATING BALANCE SHEETS (unaudited) Expressed in thousands of dollars
ALDERWOODS GROUP, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited) Expressed in thousands of dollars
ALDERWOODS GROUP, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited) Expressed in thousands of dollars
ALDERWOODS GROUP, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited) Expressed in thousands of dollars
ALDERWOODS GROUP, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited) Expressed in thousands of dollars
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT INDEX
EX-4.2 2 a2157299zex-4_2.htm EXHIBIT 4.2
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

by and among

Alderwoods Group, Inc.,
the Guarantors listed on Schedule A hereto,

and

Banc of America Securities LLC
Morgan Stanley & Co. Incorporated

Dated as of August 19, 2004




REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement") is made and entered into as of August 19, 2004, by and among Alderwoods Group, Inc., a Delaware corporation (the "Company"), the Guarantors listed on Schedule A hereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase the Company's 73/4% Senior Notes due 2012 (the "Initial Notes") pursuant to the Purchase Agreement (as defined below).

        This Agreement is made pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.

        The parties hereby agree as follows:

        SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

        Additional Interest:    As defined in Section 5.

        Affiliate:    An "Affiliate" of a Person is a Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.

        Broker-Dealer:    Any broker or dealer registered under the Exchange Act.

        Business Day:    Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

        Closing Date:    The date of this Agreement.

        Commission:    The Securities and Exchange Commission.

        Consummate:    An Exchange Offer shall be "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

        Effectiveness Target Date:    As defined in Section 5.

        Exchange Act:    The Securities Exchange Act of 1934, as amended.

        Exchange Notes:    The 73/4% Senior Notes due 2012 to be issued under the Indenture, containing terms identical to those of the Initial Notes in all material respects (except for references to certain interest rate provisions, restrictions on transfer and restrictive legends) to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

        Exchange Offer:    The registration by the Company under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal



to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders pursuant to the registration procedures set forth in Section 6(a) hereof.

        Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange Offer, including the related Prospectus.

        Holders:    As defined in Section 2(b) hereof.

        Indemnified Holder:    As defined in Section 8(a) hereof.

        Indenture:    The Indenture, dated as of August 19, 2004, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

        Initial Notes:    As defined in the preamble hereto.

        Initial Placement:    The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.

        Initial Purchaser:    As defined in the preamble hereto.

        Interest Payment Date:    As defined in the Indenture and the Notes.

        NASD:    National Association of Securities Dealers, Inc.

        Notes:    The Initial Notes and the Exchange Notes.

        Person:    An individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

        Prospectus:    The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

        Registration Default:    As defined in Section 5 hereof.

        Registration Statement:    Any registration statement of the Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

        Securities Act:    The Securities Act of 1933, as amended.

        Shelf Filing Deadline:    As defined in Section 4 hereof.

        Shelf Registration Statement:    As defined in Section 4 hereof.

        Transfer Restricted Securities:    Each Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which the offer and sale of such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Note is distributed to the public by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein),

2



(d) the date on which such Note is sold to the public in compliance with Rule 144 under the Securities Act or expiration of the holding period that would be applicable thereto under Rule 144(k) under the Securities Act were it not held by an Affiliate of the Company or (e) the date on which such Note ceases to be outstanding (whether as a result of redemption, repurchase and cancellation or otherwise); provided that, in the case of (a), (b), (c) and (d), the legends with respect to transfer restrictions required under the Indenture are removed or removable in accordance with the terms of the Indenture or such legend, as the case may be, as a result of such event or circumstance.

        Trust Indenture Act:    The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

        Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

        SECTION 2. Securities Subject To This Agreement.

        (a)   Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

        (b)   Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities.

        SECTION 3. Registered Exchange Offer.

        (a)   Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission no later than 270 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time after the filing thereof, but in no event later than 330 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

        (b)   The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 360 days after the Closing Date.

3



        (c)   The Company shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

        The Company and the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

        The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

        SECTION 4. Shelf Registration.

        (a)   Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not consummated within 360 days after the Closing Date or (iii) any Holder of Transfer Restricted Securities shall notify the Company in writing prior to the 20th day following the consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder's request, the Company and the Guarantors shall

            (x)   cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement") on or prior to the earlier to occur of (1) the 60th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement and (2) the 60th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (a)(ii) above (such earlier date being the "Shelf Filing Deadline," but in no event shall the Shelf Filing Deadline be earlier than 270 days after the Closing Date), which Shelf Registration Statement shall provide for

4


    resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

            (y)   use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 60th day after the Shelf Filing Deadline.

        The Company and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the date of original issuance of the Notes (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement).

        (b)   Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information contained in such Shelf Registration Statement regarding such Holder not to contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements therein not misleading.

        SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased ("Additional Interest") by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.0% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

        All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

5



        SECTION 6. Registration Procedures.

        (a)   Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below and shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and the Company, the Guarantors and the Holders, as applicable, shall comply with all of the following provisions:

              (i)  If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantors hereby agree to seek a no-action letter or other determination from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Initial Notes. Each of the Company and the Guarantors hereby agrees to pursue such a determination at the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable determination by the Commission staff with respect to such submission.

             (ii)  As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Exchange Offer being Consummated, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company.

        (b)   Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) below and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as practicable prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

6


        (c)   General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company shall:

              (i)  use its reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 of this Agreement, as applicable; and upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of a material fact or omit to state any material fact, in the case of any such Registration Statement, required to be stated therein or necessary to make the statements therein not misleading or, in the case of any such Prospectus, necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such untrue statement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

             (ii)  prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof, as set forth in such Registration Statement or supplement to the Prospectus;

            (iii)  advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein, in the case of such Registration Statement, not misleading or, in the case of such Prospectus, not misleading in light of the circumstances under which they were made. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the

7



    Company and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

            (iv)  furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (and upon written request, all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

             (v)  to the extent practicable, promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, make available, and if requested, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company's representatives and representatives of the Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

            (vi)  make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors during normal business hours at the offices where such information is typically kept, and cause the Company's and the Guarantors' officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders and any such underwriters, attorney or accountant, until such time as: (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Registration Statement or otherwise); (B) such Person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter; provided, however, that the Holders shall provide the Company with prompt notice of such requirement in order for the Company to seek an appropriate protective order or other remedy or to consult with such Holders with respect to the Company's taking steps to resist or narrow the scope of such legal process; or (C) subsequent to the filing of such Registration Statement, such information is required to be set forth in such Registration Statement or the prospectus included therein or in an amendment to such Registration Statement or an amendment or supplement to such prospectus in order that such Registration Statement, prospectus, amendment or supplement to such prospectus, as the case may be, complies with applicable requirements of the federal securities laws of the United States and the rules and

8



    regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact, in the case of a Registration Statement, required to be stated therein or necessary to make the statements therein not misleading or, in the case of a Prospectus, necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, unless the Company shall have exercised its rights under Section 6(c)(xvii) hereof with respect to such an amendment or supplement, in which case the obligation to keep such information confidential shall survive until the expiry of the applicable Suspension Period;

           (vii)  if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

          (viii)  use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any;

            (ix)  furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, and, if the selling Holder or underwriter so requests in writing, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

             (x)  deliver to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

            (xi)  enter into, and cause the Guarantors to enter into, such agreements (including an underwriting agreement), and make, and cause the Guarantors to make, such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement;

           (xii)  in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the Company and the Guarantors shall:

              (A)  furnish to each Initial Purchaser, each selling Holder and each underwriter, in such substance and scope as they may request and as are customarily made by issuers to

9


      underwriters in primary underwritten offerings, upon the closing of such Underwritten Offering:

                (1)   a certificate, dated as of the date of the closing of such Underwritten Offering, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, such matters as would customarily be certified by such officers in connection with an Underwritten Offering pursuant to a Shelf Registration Statement and such other matters as such parties may reasonably request;

                (2)   an opinion, dated as of the date of the closing of such Underwritten Offering of counsel for the Company and the Guarantors, covering, as of the date of the closing of such Underwritten Offering, such matters as would customarily be included in such an opinion of counsel in connection with an Underwritten Offering pursuant to a Shelf Registration Statement and such other matters as such parties may reasonably request, and, in any event, including a 10b-5 opinion in form and substance satisfactory to such parties; and

                (3)   a customary comfort letter, dated as of the date of pricing of such Underwritten Offering, and a bring-down comfort letter, dated as at the date of the closing of such Underwritten Offering, from the Company's independent accountants, covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings;

              (B)  set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

              (C)  deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors pursuant to this Section 6(c)(xii), if any.

            if at any time prior to the close of the Underwritten Offering the representations and warranties of the Company and the Guarantors contemplated in subclause (A)(1) above of this clause (xii) cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

          (xiii)  prior to any public offering of Transfer Restricted Securities, cooperate with, and cause the Guarantors to cooperate with, the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

          (xiv)  shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name

10



    of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation;

           (xv)  cooperate with, and cause the Guarantors to cooperate with, the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

          (xvi)  use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xiii) above;

         (xvii)  if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; provided, that the Company and the Guarantors shall be entitled to postpone or delay the supplement or amendment of a Registration Statement or Prospectus, as the case may be, for a reasonable period of time, but not on more than two occasions (each a "Suspension Period") or in excess of 45 days in any consecutive 90-day period, if the Company and the Guarantors determine reasonably and in good faith that such amendment or supplement would require the disclosure of non-public material information that, in the reasonable judgment of the Company and the Guarantors, would cause material detriment to the Company or any Guarantor if so disclosed; provided that, in the event such disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which the Company determines in good faith would be reasonably likely to impede the Company's ability to consummate such transaction, the Company may extend a Suspension Period from 45 days to 60 days; provided, however, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period; and in such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 3(b) and the Shelf Registration Statement provided for in Section 4(a) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 6(c)(iii)(D) to and including the date when the Holders shall have received such supplemented or amended Prospectus pursuant to this Section 6(c)(xvii);

        (xviii)  provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company and take all other action necessary to ensure that all such Transfer Restricted Securities are eligible for deposit with the Depository Trust Company;

        (xvix)  cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use its reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;

11



           (xx)  otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement;

          (xxi)  cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate, and cause the Guarantors to cooperate with, with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute, and cause the Guarantors to execute, and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

         (xxii)  cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing underwriter(s), if any;

        (xxiii)  provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act unless such document is generally available on the Internet free of charge; and

        (xxiv)  until the expiration of two years after the Closing Date, not permit any of its Affiliates to resell any of the Notes that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

        Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvii) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvii) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5.

12


        SECTION 7. Registration Expenses.

        (a)   All expenses incident to the Company's or the Guarantors' performance of or compliance with this Agreement (other than underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder's Securities pursuant to a Registration Statement) will be borne by the Company and/or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state or blue sky securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, to the extent set forth in Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

        The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

        (b)   In connection with any Shelf Registration Statement required by this Agreement, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

        SECTION 8. Indemnification.

        (a)   The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a "controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact, in the case of any such Registration Statement, required to be stated therein or necessary to make the statements therein not misleading or, in the case of any such Prospectus, necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor any Guarantor shall

13



be liable in any such case to the extent any such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein; provided further, however, that with respect to any such untrue statement in or omission from any amended or supplemented Prospectus (excluding the correcting amendment or supplement), the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Person indemnified under this Section 8(a) from whom the Person asserting any such loss, claim, damage, liability or expense received the securities concerned to the extent that such loss, claim, damage, liability or expense of or with respect to such indemnified Person results from the fact that both (A) a copy of the Prospectus (together with any correcting amendments or supplements) was not sent or given to such asserting Person at or prior to the written confirmation of the sale of such securities to such Person and (B) the untrue statement in or omission from any Prospectus was corrected in an amendment or supplement thereto and the Prospectus (as amended or supplemented) does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, unless, in the case of either paragraph (A) or (B) above, such failure to deliver the final Prospectus was a result of noncompliance by the Company with Section 6(c)(x) hereof. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

        In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing (provided, however that the failure to give such notice shall not relieve the Company or the Guarantors of their respective obligations pursuant to this Agreement unless and only to the extent it is finally judicially determined that such failure to give notice results in the loss or compromise of any material rights or defenses of the Company). In case any such action is brought against any Indemnified Holder and such Indemnified Holder seeks or intends to seek indemnity from the Company and the Guarantors, the Company and the Guarantors will be entitled to participate in and, to the extent that they shall elect by written notice delivered to the Indemnified Holder promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Holder; provided, however, if the defendants in any such action include both the Indemnified Holder and the Company or any Guarantor and the Indemnified Holder shall have reasonably concluded that a conflict may arise between the positions of the Company or any Guarantor and the Indemnified Holder in conducting the defense of any such action or that there may be legal defenses available to the Indemnified Holder which are different from or additional to those available to the Company or any Guarantor, the Indemnified Holder shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of itself. Upon receipt of notice from the Company or any Guarantor to such Indemnified Holder of the Company or any Guarantor's election so to assume the defense of such action and approval by the Indemnified Holder of counsel, the Company or any Guarantor will not be liable to such Indemnified Holder under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Holder in connection with the defense thereof unless (i) the Indemnified Holder shall have employed separate counsel in accordance with the proviso to the second sentence of this paragraph (it being understood, however, that the Company or any Guarantor shall not be liable for the expenses of more than one separate counsel (together with local counsel, approved by the Company or any Guarantor, representing the Indemnified Holder who is a party to such action)) or (ii) the Company or any Guarantor shall not have employed counsel reasonably satisfactory to the Indemnified Holder to represent the Indemnified Holder within a reasonable time after notice of commencement of the action, in each of which cases the reasonable fees and expenses of counsel shall

14



be at the expense of the Company and the Guarantor. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company's or the Guarantor's prior written consent, which consent shall not be withheld unreasonably, and the Company and the Guarantors agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company or the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

        (b)   Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and their respective directors, officers of the Company who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective offices, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company or the Guarantors or any such director or officer or controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

        (c)   If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company shall be deemed to be equal to the total proceeds of the offering to the Company from the Initial Placement (net of underwriting discounts and commissions but before deducting offering expenses), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact necessary to make the statements in such Registration Statement not misleading in the light of the circumstances under which they were made relates to information supplied by the Company or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of

15



Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

        The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint.

        SECTION 9. Rule 144A. The Company and the Guarantors each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

        SECTION 10. Participation In Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

        SECTION 11. Selection Of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

        SECTION 12. Miscellaneous.

        (a)   Remedies. The Company and the Guarantors each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

        (b)   No Inconsistent Agreements. The Company will not, and will cause the Guarantors not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are

16


not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof.

        (c)   Adjustments Affecting the Notes. The Company will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

        (d)   Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

        (e)   Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), facsimile transmission or a nationally recognized air courier guaranteeing overnight delivery:

              (i)  if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

             (ii)  if to the Company:

        Alderwoods Group, Inc.
        311 Elm Street
        Suite 1000
        Cincinnati, Ohio 45202
        Facsimile No.: (513) 768-7401
        Attention: SVP—Legal and Compliance

        With a copy to:

        Jones Day
        2727 North Harwood Street
        Dallas, Texas 75201
        Facsimile No.: (214) 969-5100
        Attention: Anna Marie Dempsey

        All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to a nationally recognized air courier guaranteeing overnight delivery.

        Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

17



        (f)    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder; and provided further that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture.

        (g)   Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (h)   Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (i)    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

        (j)    Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

        (k)   Entire Agreement. This Agreement, together with the Purchase Agreement, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Purchase Agreement with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings, both written and oral, between the parties with respect to such subject matter.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

    ALDERWOODS GROUP, INC.

 

 

By:

/s/  
JEFF LOWE      
      Name: Jeff Lowe
      Title Vice President and Treasurer
GUARANTORS:    

On behalf of each of the Guarantors set forth on Part I of
Schedule A hereto:

 

 

By:

/s/  
LAUREL J. LANGFORD      

 

 
Name: Laurel J. Langford    
Title Authorized Signatory for each of the Entities listed on Part I of Schedule A hereto    
       

18



On behalf each of the Guarantors set forth on Part II of Schedule A hereto:

 

 

By:

/s/  
MARY C. GUZMAN      

 

 
Name: Mary C. Guzman    
Title Authorized Signatory for each of the Entities listed on Part II of Schedule A hereto    

DOBA-HABY INSURANCE AGENCY, INC.,
a Massachusetts corporation

 

 

By:

/s/  
RONALD COLLINS      

 

 
Name: Ronald Collins    
Title Vice President    

ALDERWOODS (TEXAS), L.P.

 

 

By:

Alderwoods (Partner), Inc., its general partner

 

 

By:

/s/  
LAUREL J. LANGFORD      

 

 
Name: Laurel J. Langford    
Title Treasurer and Secretary    

DIRECTORS (TEXAS), L.P.

 

 

By:

DSP General Partner, Inc., its general partner

 

 

By:

/s/  
LAUREL J. LANGFORD      

 

 
Name: Laurel J. Langford    
Title Treasurer and Secretary    

        The foregoing Registration Rights Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written:

BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED

 

 

By:

BANC OF AMERICA SECURITIES LLC

By:

/s/  
BANC OF AMERICA SECURITIES LLC      

 

 
Name:      
Title:      

19



SCHEDULE A

GUARANTORS

PART I

ALABAMA
Advanced Planning (Alabama), Inc.

ALASKA
Alderwoods (Alaska), Inc.

ARIZONA
Alderwoods (Arizona), Inc.
Phoenix Memorial Park Association

ARKANSAS
Alderwoods (Arkansas), Inc.

CALIFORNIA
Advance Funeral Insurance Services
Alderwoods (Texas), Inc.
A.L Cemetery
Alderwoods Group (California), Inc.
Custer Christiansen Covina Mortuary, Inc.
Dimond Service Corporation
Directors Succession Planning, Inc.
Directors Succession Planning II, Inc.
DSP General Partner II, Inc.
Earthman LP, Inc.
Harbor Lawn Memorial Park, Inc.
Neel Funeral Directors, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
White Funeral Home, Inc.
Whitehurst-Lakewood Memorial Park and Funeral Service, Inc.
Workman Mill Investment Company

COLORADO
Alderwoods (Colorado), Inc.

CONNECTICUT
Alderwoods (Connecticut), Inc.

DELAWARE
Administration Services, Inc.
Alderwoods (Alabama), Inc.
Alderwoods (Commissioner), Inc.
Alderwoods (Delaware), Inc.
Alderwoods (Mississippi), Inc.
American Burial and Cremation Centers, Inc.

Schedule A-1



H.P. Brandt Funeral Home, Inc.
Lienkaemper Chapels, Inc.
Osiris Holding Corporation

FLORIDA
Coral Ridge Funeral Home and Cemetery, Inc.
Funeral Services Acquisition Group, Inc.
Garden Sanctuary Acquisition, Inc.
Kadek Enterprises of Florida, Inc.
Levitt Weinstein Memorial Chapels, Inc.
MHI Group, Inc.
Naples Memorial Gardens, Inc.
Osiris Holding of Florida, Inc.
Security Trust Plans, Inc.

GEORGIA
Advanced Planning of Georgia, Inc.
Alderwoods (Georgia), Inc.
Alderwoods (Georgia) Holdings, Inc.
Green Lawn Cemetery Corporation
Poteet Holdings, Inc.
Southeastern Funeral Homes, Inc.

IDAHO
Alderwoods (Idaho), Inc.

ILLINOIS
Alderwoods (Chicago Central), Inc.
Alderwoods (Chicago North), Inc.
Alderwoods (Chicago South), Inc.
Alderwoods (Illinois), Inc.
Chapel Hill Memorial Gardens & Funeral Home Ltd.
Chicago Cemetery Corporation
Elmwood Acquisition Corporation
Mount Auburn Memorial Park, Inc.
The Oak Woods Cemetery Association
Pineview Memorial Park, Inc.
Ridgewood Cemetery Company, Inc.
Ruzich Funeral Home, Inc.
Woodlawn Cemetery of Chicago, Inc.
Woodlawn Memorial Park, Inc.

INDIANA
Advanced Planning of America, Inc.
Alderwoods (Indiana), Inc.
Ruzich Funeral Home, Inc.

IOWA
Alderwoods (Iowa), Inc.

Schedule A-2


KANSAS
Alderwoods (Kansas), Inc.

KENTUCKY
Alderwoods (Partner), Inc.

LOUISIANA
Alderwoods (Louisiana), Inc.

MARYLAND
Alderwoods (Maryland), Inc.

MASSACHUSSETS
Alderwoods (Massachussets), Inc.

MICHIGAN
Alderwoods (Michigan), Inc.
AMG, Inc.
WMP, Inc.

MINNESOTA
Alderwoods (Minnesota), Inc.

MISSISSIPPI
Family Care, Inc.
Stephens Funeral Fund, Inc.

MISSOURI
Alderwoods (Missouri), Inc.

MONTANA
Alderwoods (Montana), Inc.

NEVADA
Alderwoods (Nevada), Inc.

NEW HAMPSHIRE
Robert Douglas Goundrey Funeral Home, Inc.
St. Laurent Funeral Home, Inc.
ZS Acquisition, Inc.

NEW MEXICO
Alderwoods (New Mexico), Inc.

NEW YORK
Alderwoods (New York), Inc.
Northeast Monument Company, Inc.

NORTH CAROLINA
Alderwoods (North Carolina), Inc.
Carothers Holding Company, Inc.

Schedule A-3



Lineberry Group, Inc.
Reeves, Inc.
Westminster Gardens, Inc.
MFH, L.L.C.

OHIO
Alderwoods (Ohio) Cemetery Management, Inc.
Alderwoods (Ohio) Funeral Home, Inc.

OKLAHOMA
Alderwoods (Oklahoma), Inc.

OREGON
Alderwoods (Oregon), Inc.
The Portland Memorial, Inc.
Universal Memorial Centers I, Inc.
Universal Memorial Centers II, Inc.
Universal Memorial Centers III, Inc.

PENNSYLVANIA
Alderwoods (Pennsylvania), Inc.
Bright Undertaking Company
H. Samson, Inc.
Knee Funeral Home of Wilkinsburg, Inc.
Nineteen Thirty-Five Holdings, Inc.
Oak Woods Management Company

RHODE ISLAND
Alderwoods (Rhode Island), Inc.

SOUTH CAROLINA
Alderwoods (South Carolina), Inc.
Graceland Cemetery Development Co.

TENNESSEE
Alderwoods (Tennessee), Inc.
Eagle Financial Associates, Inc.

TEXAS
Alderwoods (Texas) Cemetery, Inc.
CHMP Holdings, Inc.
DHFH Holdings, Inc.
DHNC Holdings, Inc.
Directors Cemetery (Texas), Inc.
DRMP Holdings, Inc.
DSP General Partner, Inc.
Earthman Cemetery Holdings, Inc.
Earthman Holdings, Inc.
EDSB Holdings, Inc.
HFCC Holdings, Inc.

Schedule A-4


HFJC Holdings, Inc.
HFSC Holdings, Inc.
Panola County Restland Memorial Park, Inc.
Pioneer Funeral Plans, Inc.
Travis Land Company
Tyler Memorial Funeral Home and Chapel, Inc.
Waco Memorial Park, Inc.

VIRGINIA
Alderwoods (Virginia), Inc.

WASHINGTON
Alderwoods (Washington), Inc.
Evergreen Funeral Home and Cemetery, Inc.
Green Service Corporation
S&H Properties and Enterprises, Inc.
Vancouver Funeral Chapel, Inc.

WEST VIRGINIA
Alderwoods (West Virginia), Inc.

WISCONSIN
Alderwoods (Wisconsin), Inc.
Northern Land Company, Inc.

PART II

CALIFORNIA
Colton Funeral Chapel, Inc.
Glasband-Malinow-Weinstein Mortuary, Inc.
Glasband-Willen Mortuaries
Grove Colonial Mortuary, Inc.
Home of Peace Memorial Park and Mausoleum, Inc.
RH Mortuary Corporation
Richardson-Peterson Mortuary, Inc.
San Fernando Mortuary, Inc.

DELAWARE
RH Cemetery Corp.
RH Satellite Properties Corp.
Rose Hills Company
Rose Hills Holdings Corp.

PART III

DELAWARE
Alderwoods (Texas), L.P.
Directors (Texas), L.P.

MASSACHUSETTS
Doba-Haby Insurance Agency, Inc.

Schedule A-5




QuickLinks

REGISTRATION RIGHTS AGREEMENT
EX-5.1 3 a2157299zex-5_1.htm EXHIBIT 5.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.1

         [Letterhead of Jones Day]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

    Re:
    Registration Statement on Form S-4 Filed by Alderwoods Group, Inc. and the Guarantors (defined below) Relating to the Exchange Offer (defined below)

Ladies and Gentlemen:

        We have acted as counsel to Alderwoods Group, Inc., a Delaware corporation (the "Company"), in connection with the issuance and exchange (the "Exchange Offer") of up to $200,000,000 aggregate principal amount of the Company's 73/4% Senior Notes due 2012 (the "Exchange Notes") for an equal principal amount of the Company's 73/4% Senior Notes due 2012 outstanding on the date hereof (the "Outstanding Notes") and the guarantee of the Exchange Notes by the companies listed on Annex A hereto (collectively, the "Covered Guarantors") and the companies listed on Annex B hereto (collectively, the "Other Guarantors," and, together with the Covered Guarantors, the "Guarantors"). The Exchange Notes will be issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), by and among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a "Guarantee") on a joint and several basis by the Guarantors.

        In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

        1.     The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will be validly issued by the Company and will constitute valid and binding obligations of the Company.

        2.     The Guarantees of the Exchange Notes (the "Exchange Guarantees") of the Covered Guarantors, when they are executed and delivered in accordance with the terms of the Exchange Offer in exchange for the Guarantees of the Outstanding Notes (the "Outstanding Guarantees") of the Covered Guarantors, will be validly issued by the respective Covered Guarantor and will constitute a valid and binding obligation of the respective Covered Guarantor.

        3.     The Exchange Guarantees of the Other Guarantors, when they are executed and delivered in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of the Other Guarantors, will constitute a valid and binding obligation of the respective Other Guarantor.

        Our opinions with respect to the Exchange Notes and Exchange Guarantees are subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors' rights and remedies generally, and (ii) general equitable principles, whether such principles are considered in a proceeding at law or in equity.

        For purposes of our opinions insofar as they relate to the Guarantors, we have assumed that the obligations of each of the Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor, and will benefit the respective Guarantor, directly or indirectly.



        Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the States of California, Georgia, Illinois, New York, Ohio and Texas, the General Corporation Law of the State of Delaware and the Delaware Revised Uniform Limited Partnership Act, including the applicable provisions of the California Constitution, the Georgia Constitution, the Illinois Constitution, the New York Constitution, the Ohio Constitution and the Texas Constitution and the reported judicial decisions interpreting such laws. We express no opinion as to the effect of the laws of any other jurisdiction.

        We are not admitted or qualified to practice law in the jurisdictions listed opposite each Other Guarantor's name on Annex B attached hereto (collectively, the "Other Jurisdictions"). Therefore, in rendering our opinions expressed herein, we have relied solely and without independent investigation upon the opinions of counsel to the Other Guarantors, copies of which have been filed as Exhibits 5.2 through 5.33 to the Registration Statement on Form S-4 of the Company and the Guarantors relating to the Exchange Offer (the "Registration Statement"), with respect to matters governed by the laws of the Other Jurisdictions.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

  Very truly yours,

 

/s/ Jones Day


ANNEX A

Name
  State
Advance Funeral Insurance Services   California
Alderwoods (Texas), Inc.   California
A.L Cemetery   California
Alderwoods Group (California), Inc.   California
Custer Christiansen Covina Mortuary, Inc.   California
Dimond Service Corporation   California
Directors Succession Planning, Inc.   California
Directors Succession Planning II, Inc.   California
DSP General Partner II, Inc.   California
Earthman LP, Inc.   California
Glasband-Malinow-Weinstein Mortuary, Inc.   California
Glasband-Willen Mortuaries   California
Harbor Lawn Memorial Park, Inc.   California
Neel Funeral Directors, Inc.   California
RH Mortuary Corporation   California
San Fernando Mortuary, Inc.   California
Universal Memorial Centers V, Inc.   California
Universal Memorial Centers VI, Inc.   California
White Funeral Home, Inc.   California
Whitehurst-Lakewood Memorial Park and Funeral Service, Inc.   California
Workman Mill Investment Company   California
Administration Services, Inc.   Delaware
Alderwoods (Alabama), Inc.   Delaware
Alderwoods (Commissioner), Inc.   Delaware
Alderwoods (Delaware), Inc.   Delaware
Alderwoods (Mississippi), Inc.   Delaware
Alderwoods (Texas), L.P.   Delaware
American Burial and Cremation Centers, Inc.   Delaware
Directors (Texas), L.P.   Delaware
H.P. Brandt Funeral Home, Inc.   Delaware
Lienkaemper Chapels, Inc.   Delaware
Osiris Holding Corporation   Delaware
RH Cemetery Corp.   Delaware
RH Satellite Properties Corp.   Delaware
Rose Hills Company   Delaware
Rose Hills Holdings Corp.   Delaware
Advanced Planning of Georgia, Inc.   Georgia
Alderwoods (Georgia), Inc.   Georgia
Alderwoods (Georgia) Holdings, Inc.   Georgia
Green Lawn Cemetery Corporation   Georgia
Poteet Holdings, Inc.   Georgia
Southeastern Funeral Homes, Inc.   Georgia
Alderwoods (Chicago Central), Inc.   Illinois
Alderwoods (Chicago North), Inc.   Illinois
Alderwoods (Chicago South), Inc.   Illinois
Alderwoods (Illinois), Inc.   Illinois
Chapel Hill Memorial Gardens & Funeral Home Ltd.   Illinois
Chicago Cemetery Corporation   Illinois
Elmwood Acquisition Corporation   Illinois
Mount Auburn Memorial Park, Inc.   Illinois
     

The Oak Woods Cemetery Association   Illinois
Pineview Memorial Park, Inc.   Illinois
Ridgewood Cemetery Company, Inc.   Illinois
Ruzich Funeral Home, Inc.   Illinois
Woodlawn Cemetery of Chicago, Inc.   Illinois
Woodlawn Memorial Park, Inc.   Illinois
Alderwoods (New York), Inc.   New York
Northeast Monument Company, Inc.   New York
Alderwoods (Ohio) Cemetery Management, Inc.   Ohio
Alderwoods (Ohio) Funeral Home, Inc.   Ohio
Alderwoods (Texas) Cemetery, Inc.   Texas
CHMP Holdings, Inc.   Texas
DRMP Holdings, Inc.   Texas
DHFH Holdings, Inc.   Texas
DHNC Holdings, Inc.   Texas
Directors Cemetery (Texas), Inc.   Texas
DSP General Partner, Inc.   Texas
Earthman Cemetery Holdings, Inc.   Texas
Earthman Holdings, Inc.   Texas
EDSB Holdings, Inc.   Texas
HFCC Holdings, Inc.   Texas
HFJC Holdings, Inc.   Texas
HFSC Holdings, Inc.   Texas
Panola County Restland Memorial Park, Inc.   Texas
Pioneer Funeral Plans, Inc.   Texas
Travis Land Company   Texas
Tyler Memorial Funeral Home and Chapel, Inc.   Texas
Waco Memorial Park, Inc.   Texas


ANNEX B

Name
  State
Advanced Planning (Alabama), Inc.   Alabama
Alderwoods (Alaska), Inc.   Alaska
Alderwoods (Arizona), Inc.   Arizona
Phoenix Memorial Park Association   Arizona
Alderwoods (Arkansas), Inc.   Arkansas
Alderwoods (Colorado), Inc.   Colorado
Alderwoods (Connecticut), Inc.   Connecticut
Coral Ridge Funeral Home and Cemetery, Inc.   Florida
Funeral Services Acquisition Group, Inc.   Florida
Garden Sanctuary Acquisition, Inc.   Florida
Kadek Enterprises of Florida, Inc.   Florida
Levitt Weinstein Memorial Chapels, Inc.   Florida
MHI Group, Inc.   Florida
Naples Memorial Gardens, Inc.   Florida
Osiris Holding of Florida, Inc.   Florida
Security Trust Plans, Inc.   Florida
Alderwoods (Idaho), Inc.   Idaho
Advance Planning of America, Inc.   Indiana
Alderwoods (Indiana), Inc.   Indiana
Ruzich Funeral Home, Inc.   Indiana
Alderwoods (Iowa), Inc.   Iowa
Alderwoods (Kansas), Inc.   Kansas
Alderwoods (Partner), Inc.   Kentucky
Alderwoods (Louisiana), Inc.   Louisiana
Alderwoods (Maryland), Inc.   Maryland
Alderwoods (Massachusetts), Inc.   Massachusetts
Doba-Haby Insurance Agency, Inc.   Massachusetts
Alderwoods (Michigan), Inc.   Michigan
AMG, Inc.   Michigan
WMP, Inc.   Michigan
Alderwoods (Minnesota), Inc.   Minnesota
Family Care, Inc.   Mississippi
Stephens Funeral Fund, Inc.   Mississippi
Alderwoods (Missouri), Inc.   Missouri
Alderwoods (Montana), Inc.   Montana
Alderwoods (Nevada), Inc.   Nevada
Robert Douglas Goundrey Funeral Home, Inc.   New Hampshire
St. Laurent Funeral Home, Inc.   New Hampshire
ZS Acquisition, Inc.   New Hampshire
Alderwoods (New Mexico), Inc.   New Mexico
Alderwoods (North Carolina), Inc.   North Carolina
Carothers Holding Company, Inc.   North Carolina
Lineberry Group, Inc.   North Carolina
Reeves, Inc.   North Carolina
Westminster Gardens, Inc.   North Carolina
MFH, L.L.C.   North Carolina
Alderwoods (Oklahoma), Inc.   Oklahoma
Alderwoods (Oregon), Inc.   Oregon
The Portland Memorial, Inc.   Oregon
Universal Memorial Centers I, Inc.   Oregon
     

Universal Memorial Centers II, Inc.   Oregon
Universal Memorial Centers III, Inc.   Oregon
Alderwoods (Pennsylvania), Inc.   Pennsylvania
Bright Undertaking Company   Pennsylvania
H. Samson, Inc.   Pennsylvania
Knee Funeral Home of Wilkinsburg, Inc.   Pennsylvania
Nineteen Thirty-Five Holdings, Inc.   Pennsylvania
Oak Woods Management Company   Pennsylvania
Alderwoods (Rhode Island), Inc.   Rhode Island
Alderwoods (South Carolina), Inc.   South Carolina
Graceland Cemetery Development Co.   South Carolina
Alderwoods (Tennessee), Inc.   Tennessee
Eagle Financial Associates, Inc.   Tennessee
Alderwoods (Virginia), Inc.   Virginia
Alderwoods (Washington), Inc.   Washington
Evergreen Funeral Home and Cemetery, Inc.   Washington
Green Service Corporation   Washington
S&H Properties and Enterprises, Inc.   Washington
Vancouver Funeral Chapel, Inc.   Washington
Alderwoods (West Virginia), Inc.   West Virginia
Alderwoods (Wisconsin), Inc.   Wisconsin
Northern Land Company, Inc.   Wisconsin



QuickLinks

EX-5.2 4 a2157299zex-5_2.htm EXHIBIT 5.2
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.2

                 [Letterhead of Feld, Hyde, Wertheimer, Bryant & Stone, P.C.]

        May 12, 2005

Alderwoods Group, Inc.
311 Elm Street
Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

    Re:
    Alderwoods Group, Inc. Exchange of 73/4% Senior Notes due 2012

        We have acted as special local counsel for Advanced Planning (Alabama), Inc., an Alabama corporation (the "Covered Guarantor"), in connection with the Exchange Guarantee, as such term is defined herein. You have requested our opinion with respect to certain matters in connection with the filing by Alderwoods Group, Inc., a Delaware corporation (the "Company"), of a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission, pursuant to which the Company is registering under the Securities Act of 1933, as amended, an aggregate of up to $200,000,000 in principal amount due at maturity of the Company's 73/4% Senior Notes due 2012 (the "Exchange Notes") for issuance in exchange for the Company's outstanding 73/4% Senior Notes due 2012 (the "Notes"). The Exchange Notes are being issued pursuant to an Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors, including the Covered Guarantor, listed on Schedule I thereto (the "Guarantors"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Guarantors, including the Covered Guarantor, have executed the Indenture to evidence their acceptance to be bound by the provisions of Article X thereof, containing a guarantee by each of the Guarantors of the obligations of the Company under the Exchange Notes. The provisions of Article X of the Indenture are referred to herein as the "Exchange Guarantee". Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Indenture.

        In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. As to certain matters with respect to our opinion, we have examined, and relied upon the accuracy of, certificates from officers of the Company or the Covered Guarantor and certificates of public officials. In all such examinations, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed, photographic or telecopied copies and, as to certificates given by public officials, we have assumed the same to have been properly given and to be accurate. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

        Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

    1.
    The Covered Guarantor is a corporation validly existing and in good standing under the laws of Alabama.

    2.
    As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the Articles of Incorporation or Bylaws of such Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act and the Exchange Guarantee is delivered in accordance with the terms of the Exchange Offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

      We express no opinion as to the Covered Guarantor's authority to sell written contracts to purchase funeral merchandise, funeral services, cemetery merchandise, or cemetery services on a pre-need basis (i.e., at any time prior to death).

        The opinions expressed herein are limited to the matters stated herein and no opinion may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement these opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. We have not considered and express no opinion regarding any federal or state securities or blue sky laws or regulations. The opinions expressed herein are further limited in all respects to the laws of the State of Alabama, and no opinion is expressed herein with respect to the laws of any other jurisdiction or to the local laws, ordinances or rules of any municipality, county or political subdivision of the State of Alabama. We have made no independent investigation of the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

FELD, HYDE, WERTHEIMER, BRYANT & STONE, P.C.

 

 

By:

/s/  
WILLIAM J. BRYANT      
     



QuickLinks

EX-5.3 5 a2157299zex-5_3.htm EXHIBIT 5.3
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.3

Davis Wright Tremaine LLP

ANCHORAGE   BELLEVUE   LOS ANGELES   NEW YORK   PORTLAND   SAN FRANCISCO   SEATTLE   SHANGHAI   WASHINGTON, D.C.

SUITE 800
701 WEST EIGHTH AVENUE
ANCHORAGE, AK 99501-3408

 

TEL (907) 257-5300
FAX (907) 257-5399
www.dwt.com

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 4520

Jones Day
77 W. Wacker Drive
Chicago, IL 60601

    Re:
    Exchange of $200,000,000 in aggregate principal amount of 73/4% Senior Notes due 2012, registered under the Securities Act of 1933, as amended, for $200,000,000 in aggregate principal amount of 73/4% Senior Notes due 2012.

Ladies and Gentlemen:

        We have acted as special Alaska counsel for Alderwoods (Alaska), Inc., an Alaska corporation (the "Covered Guarantor"), in connection with the registration and issuance by Alderwoods Group, Inc., a Delaware corporation and direct parent of the Covered Guarantor (the "Company"), of certain notes registered under the Securities Act of 1933, as amended, which are being issued pursuant to the Indenture dated August 19, 2004 (the "Indenture") between the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule I thereto (the "Guarantors"), and Wells Fargo Bank, N.A., as trustee.

        The law covered by the opinions expressed herein is limited to the laws of the State of Alaska.

        This opinion letter is to be interpreted in accordance with customary practice as to the matters addressed, the meaning of the language used and the scope and nature of the work we have performed.

A. Documents and Matters Examined

        In connection with this opinion letter, we have examined the following documents:

        A-1 Indenture.

        A-2 Form of Notation of Guarantee attached as Exhibit D to the Indenture (the "Exchange Guarantee").

        A-3 Officer's Certificate of Alderwoods (Alaska) Inc., executed by William Tottle, Vice President of the Covered Guarantor, dated the date hereof (the "Officer's Certificate").

        A-4 Amended and Restated Articles of Incorporation of the Covered Guarantor attached to the Officer's Certificate, certified as being the true and correct copies thereof (the "Articles of Incorporation").



        A-5 Bylaws of the Covered Guarantor attached to the Officer's Certificate certified as being a true, correct and complete copy of the Covered Guarantor's bylaws (the "Bylaws").

        A-6 Resolutions attached to the Officer's Certificate certified as being true, correct and complete copies of resolutions adopted by the Covered Guarantor's board of directors and as being in full force and effect on the date hereof (the "Resolutions").

B. Assumptions

        For purposes of this opinion, we have relied upon the following assumptions:

        B-1 The Exchange Guarantee has been duly executed and delivered by the Covered Guarantor in accordance with the Resolutions and as required by the Indenture.

        B-2 The Indenture and the Exchange Guarantee state that they are governed by New York law and we are not rendering any opinion with respect to New York law. Therefore, we have not examined the question of what law would govern the interpretation and enforcement of the Indenture and Exchange Guarantee, and our opinion is based on the assumption that the internal laws of the State of Alaska would govern the provisions of the Indenture and the Exchange Guarantee and transactions contemplated thereby. We note that if the Indenture or the Exchange Guarantee is not, in fact, enforceable under the laws of the State of New York, then the Exchange Guarantee may not be enforced by an Alaska court under applicable conflicts-of-law principles.

C. Opinions

        Based solely on our examination of the foregoing documents and such matters of law as we have deemed relevant for purposes of this opinion letter, and subject to the qualifications and exclusions stated below, we are of the opinion that:

        C-1 The Covered Guarantor is a corporation validly existing and in good standing under the laws of the State of Alaska.

        C-2 As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof, the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

        C-3 The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by the Covered Guarantor and (ii) does not contravene any provision of the Articles of Incorporation or Bylaws of the Covered Guarantor.

        C-4 When the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012 (the "Registration Statement") has become effective under the Securities Act of 1933, as amended, and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

D. Qualifications

        The opinions set forth herein are subject to the following qualifications:

        D-1 The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally, and the effect of general principles of equity, when applied by a court of law or equity.

2



        D-2 The enforceability of the Exchange Guarantee may be affected by Alaska Stat. §§ 34.40.010-.130 to the extent that the Covered Guarantor is deemed to have made a fraudulent transfer or conveyance, as defined therein, as a result of guaranteeing the obligations of the Company.

        D-3 Without limiting the other qualifications set forth in this opinion letter, certain provisions of the Indenture applicable to the Exchange Guarantee may be limited or rendered unenforceable by applicable law, but in our opinion such law does not make the remedies afforded by the Exchange Guarantee inadequate for the realization of the principal benefits intended to be provided.

E. Exclusions

        We express no opinion as to compliance with applicable securities laws.

        This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

        This opinion letter is rendered only to you and is solely for your benefit, and may not be used or relied on for any other purpose or by any other person without our prior written consent; provided, however, that we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

DAVIS WRIGHT TREMAINE LLP

 

 

By:

/s/  
DAVIS WRIGHT TREMAINE LLP      

3




QuickLinks

EX-5.4 6 a2157299zex-5_4.htm EXHIBIT 5.4
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.4


CAMPANA, VIEH & LOEB, PLC LETTERHEAD
ATTORNEYS AT LAW

RICHARD V. CAMPANA, PLC       4422 NORTH CIVIC CENTER PLAZA, SUITE 101
JAMES E. VIEH, PLC       SCOTTSDALE, ARIZONA 85251-3523
DONALD O. LOEB, PLC       PHONE (480) 707-5000
        FAX (480) 707-5005
rcampana@scottslaw.com

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Dr.
Chicago, Illinois 60601

      RE:
      Alderwoods Group, Inc. Exchange Offering of 144A Senior Notes

Ladies and Gentlemen:

        We have acted as special local counsel for Alderwoods (Arizona), Inc., and Phoenix Memorial Park Association, each an Arizona corporation (collectively, the "Covered Guarantors"), in connection with the offer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012, which the Company on August 19, 2004, issued as 144A Notes (the "144A Notes") under the Indenture, dated August 19, 2004 among the Company, the guarantors listed on Schedule I thereto (including the Covered Guarantors) and Wells Fargo Bank, N.A. (the "Indenture"). As part of the issuance of the 144A Notes, the Company executed a registration rights agreement pursuant to which it is required to conduct an exchange offer to exchange all of the outstanding 144A Notes for an equal principal amount of notes that are registered under the Securities Act of 1933 (the "Exchange Notes"). This opinion is furnished to you in connection with the registration and issuance of the Exchange Notes and the related guarantee of the Exchange Notes (the "Exchange Guarantees").

        In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    Each of the Covered Guarantors is a corporation and validly existing as a corporation in good standing under the laws of the State of Arizona.

    2.
    As of the date of the Indenture, each of the Covered Guarantors has the corporate power and authority to enter into, and as the date hereof, each of the Covered Guarantors has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of the Indenture by each of the Covered Guarantors (i) has been authorized by all necessary corporate action by such Covered Guarantor, and (ii) does not contravene any provision of the constituent documents of such Covered Guarantors.

    4.
    When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each of the Covered Guarantors will be

      validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement.


 

 

Very truly yours,

 

 

CAMPANA, VIEH & LOEB, PLC

 

 

By:

/s/  
RICHARD V. CAMPANA      



QuickLinks

CAMPANA, VIEH & LOEB, PLC LETTERHEAD ATTORNEYS AT LAW
EX-5.5 7 a2157299zex-5_5.htm EXHIBIT 5.5
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.5

                 [Letterhead of Dover Dixon Horne PLLC]

        May 12, 2005

Alderwoods Group, Inc.
259 Yorkland Rd.
Toronto, Ontario
Canada M25 5B2

Jones Day
717 West Wacker
Chicago, IL 60601-1692

Gentlemen:

        Last year we acted as special Arkansas local counsel for Alderwoods (Arkansas), Inc. (the "Covered Guarantor") in connection with the offer and sale of up to $200,000,000 aggregate principal amount of 7.75% Senior notes due 2012 (the "Outstanding Notes"). We also act as special Arkansas local counsel for the Covered Guarantor in connection with the issuance by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of registered 7.75% Senior Notes due 2012 (the "Exchange Notes") in exchange for the Outstanding Notes pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A. We relied then and now on our due diligence and certain representations made in the officer's certificate provided to us as part of that transaction. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Indenture. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

            1.     The Covered Guarantor is a corporation validly existing and in good standing under the laws of Arkansas.

            2.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

            3.     The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the charter, bylaws or other organizational documents of such Covered Guarantor.

            4.     When the Registration Statement has become effective under the Securities Act and the Guarantees of the Covered Guarantor issued in connection with the Exchange Notes (the "Exchange Guarantees") are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to


us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

DOVER DIXON HORNE PLLC

 

 

By:

/s/  
DOVER DIXON HORNE PLLC      
     

2




QuickLinks

EX-5.6 8 a2157299zex-5_6.htm EXHIBIT 5.6
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.6

[Letterhead of Rothgerber, Johnson & Lyons LLP]

One Tabor Center, Suite 3000
1200 Seventeenth Street
Denver, Colorado 80202-5855
  Telephone 303.623.9000
Fax 303.623.9222
www.rothgerber.com

Denver    •    Colorado Springs    •    Cheyenne     •    Casper

May 12, 2005

To:
Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
   

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

Re:
Alderwoods Group, Inc.; Alderwoods (Colorado), Inc.
Exchange of $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special counsel in the State of Colorado (the "State") to Alderwoods (Colorado), Inc., a Colorado corporation (the "Covered Guarantor"), in connection with the issuance of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Exchange Notes") by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), pursuant to the Registration Rights Agreement, dated as of August 19, 2004 (the "Registration Rights Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (together, the "Purchasers").

        The Exchange Notes are to be issued by the Company to the current holders of the initial notes issued on August 19, 2004 ("Initial Notes") pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee") in exchange for an equal principal amount of the Initial Notes. The Initial Notes are transfer-restricted securities. The Registration Rights Agreement states that the Exchange Notes shall be issued pursuant to the Indenture, and will contain terms identical to those of the Initial Notes in all material respects, except for references to certain interest rate provisions, restrictions on transfer and restrictive legends. This opinion is furnished in connection with the Company's issuance of the Exchange Notes. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Registration Rights Agreement.

        In our capacity as special Colorado counsel, we have examined copies of the following documents:

        1.     the Indenture;

        2.     the Exchange Notes;

        3.     the Registration Rights Agreement;

        4.     the Guarantee of the Exchange Notes by the Covered Guarantor (the "Exchange Guarantee");

        5.     the Articles of Incorporation of the Covered Guarantor, as amended through April 12, 2005, together with a copy of the Certificate of the Secretary of State of the State of Colorado dated April 12, 2005, certifying the Articles of Incorporation and all amendments thereto of the Covered Guarantor provided to us as being a full, true and complete copy thereof (the "Certified Organizational Documents");



        6.     a Certificate of the Secretary of State of the State of Colorado dated April 18, 2005, certifying that the Covered Guarantor has complied with all applicable requirements of the Office of the Colorado Secretary of State and is in good standing in the State ("Certificate of Good Standing");

        7.     Officer's Certificate of the Covered Guarantor, dated August 19, 2004, together with the Articles of Incorporation, as amended, the By-Laws and the Unanimous Written Consent of the Covered Guarantor, each of which are attached to the Officer's Certificate ("Corporate Certificate and Resolutions"); and

        8.     Officer's Certificate of the Covered Guarantor, dated the date hereof, stating that there are no changes to the Officer's Certificate of the Covered Guarantor dated August 19, 2004, and there are no changes or amendments to the Articles of Incorporation, as amended, the By-Laws and the Unanimous Written Consent of the Covered Guarantor that were attached to the August 19, 2004 Officer's Certificate ("Update Certificate").

The documents described in the foregoing clauses (1) through (4) are collectively referred to herein as the "Transaction Documents," and the documents described in the foregoing clauses (5) through (8) are collectively referred to herein as the "Corporate Documents."

        We have not examined or reviewed any other documents referred to in the Transaction Documents or Corporate Documents, nor have we reviewed any other documents evidencing, securing or relating to the offering of the Exchange Notes other than the documents identified above. Specifically, we have not prepared, examined or reviewed and accordingly do not render any opinion upon the Registration Statement on Form S-4 of the Company (file no. 000-33277) filed on the date hereof, in connection with the Company's issuance of the Exchange Notes (the "Registration Statement") or the prospectus constituting a part of the Registration Statement.

        We have not examined the corporate, organizational or other records of the Company or any other parties to the Transaction Documents or made any investigation with respect to the power and authority of the persons executing such documents, other than with respect to the Covered Guarantor. We do not opine or represent as to the effect of any other document except for those documents expressly identified herein. We do not opine or represent as to the effect of the Transaction Documents identified herein to the extent that they may be affected by the laws of jurisdictions other than the State.

        We express no opinion with respect to any matters relating to any misstatement or nondisclosure of material facts, since such matters involve questions of ultimate fact. No opinion is being expressed herein with respect to any tax laws, securities laws, antitrust laws, laws pertaining to trade regulation or to unfair competition, and no opinion is expressed herein with respect to the legality, validity or enforceability of any covenant restricting or otherwise affecting competition or similar provisions or with respect to the solvency of any person or entity.

        As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Transaction Documents and certificates of public officials and officers of the Covered Guarantor identified in clauses (5) through (8) above, inclusive. We have not independently established the facts so relied on.

Assumptions

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State law on which we have opined below, the following:

    (i)
    the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with signed originals of all documents submitted to us as executed or unexecuted copies;

2


    (ii)
    to the extent that the obligations of the Covered Guarantor may be dependent upon such matters, other than with respect to the Covered Guarantor, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

    (iii)
    that the Initial Notes and Exchange Notes have been issued for a fair or reasonably equivalent consideration;

    (iv)
    that all material factual matters, including, without limitation, representations, warranties or other statements, contained in the Transaction Documents and in the Corporate Documents, are true, correct and complete as set forth therein; and

    (v)
    that all of the Transaction Documents have been executed for a fair or reasonably equivalent consideration.

Opinions

        On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

        1.     The Covered Guarantor is a corporation validly existing and in good standing under the laws of the State.

        2.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under, the Indenture.

        3.     The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor, and (ii) does not contravene any provision of the Corporate Documents of such Covered Guarantor.

        4.     When (a) the Registration Statement has become effective under the Securities Act of 1933, as amended, and no stop order suspending the effectiveness of the Registration Statement or preventing the use of the prospectus constituting a part of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened by the Securities and Exchange Commission, (b) all required filings of the prospectus have been made in the manner and within the time period required by Rule 424(b) under the Securities Act of 1933, as amended, and (c) the Exchange Guarantee of the Covered Guarantor is issued and delivered in accordance with the terms of the Exchange Offer and pursuant to the Registration Statement and the prospectus constituting a part of the Registration Statement, then the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

Qualifications

        The foregoing opinions are subject to the following qualifications, limitations and exceptions:

            A.    Our opinion in paragraph 1 above is based solely upon our review of the laws of the State and the Corporate Documents.

3


            B.    Other than acting as special counsel in connection with the Transaction Documents, we have not represented the Covered Guarantor in any capacity. As such, our opinions in paragraphs 2, 3 and 4 above are based solely upon and are limited to the documents that we have reviewed (as specifically set forth in this opinion letter) in connection with the offering of the Exchange Notes.

            C.    Our opinion expressed in paragraph 4 above is limited to the extent that the Company and its Guarantors meet the time deadlines and other conditions specified in the Registration Rights Agreement for effectuating the Exchange Offer.

            D.    Our opinion expressed in paragraph 4 is limited by and subject to bankruptcy, insolvency, reorganization, voidable preference, moratorium or similar laws, regulations and judicial doctrines from time to time in effect relating to or affecting creditors' rights and remedies generally (including, without limitation, fraudulent transfers and conveyance laws) and general equitable principles, whether such principles are considered in a proceeding at law or in equity.

            E.    Our opinions expressed above are limited to the law of the State and we do not express any opinion herein concerning any other law.

            F.     We express no opinion on the enforceability of any provisions of the Transaction Documents stating that a court will apply any law other than that of the State.

        This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. We express no opinion with respect to any matter not expressly set forth herein. No opinion is to be inferred or implied beyond the matters expressly provided herein.

        This opinion is rendered only to the addressees and is solely for their benefit in connection with the issuance of the Exchange Notes. This opinion may not be relied upon by the addressees for any other purpose, or relied on by any other person or entity for any other purpose, without our prior written consent; provided, however, that we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.

        Copies of this opinion may not be delivered to any person or entity other than a party entitled to rely on this opinion.

    Very truly yours,

 

 

ROTHGERBER, JOHNSON & LYONS LLP

 

 

By:

 

/s/  
ROTHGERBER, JOHNSON & LYONS LLP      

4




QuickLinks

EX-5.7 9 a2157299zex-5_7.htm EXHIBIT 5.7
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.7

[Letterhead of Carmody & Torrance LLP]

May 12, 2005

Alderwoods Group
311 Elm Street
Suite 1000
Cincinnati, OH 45202

Jones Day
77 W. Wacker Drive
Suite 3500
Chicago, IL 60601

Re:
Exchange of $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel for Alderwoods (Connecticut), Inc., a Connecticut corporation (the "Covered Guarantor), in connection with the exchange by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "144A Notes"), issued pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The 144A Notes were issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The 144A Notes are being exchanged for notes registered under the Securities Act of 1933 (the "Exchange Notes") pursuant to a Registration Rights Agreement dated August 19, 2005 ("Registration Rights Agreement") by and among the Company, certain guarantors, including the Covered Guarantor and Bank of America Securities LLC and Morgan Stanley & Co. Incorporated and a registration statement dated the date hereof on Form S-4 (the "Registration Statement"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Purchase Agreement.

        In our capacity as such counsel, we have examined originals, or copies identified to our satisfaction as being true copies, of such records, documents or other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including such corporate records and documents of Covered Guarantor and such certificates of public officials and officers of Covered Guarantor as we have deemed necessary or appropriate for purposes of this opinion. As to questions of fact material to the opinions hereinafter expressed, we have, without independent verification of their accuracy, relied solely, unless otherwise specifically stated, upon the representations and warranties of the Company and Covered Guarantor made in the Purchase Agreement.

        We have reviewed executed copies or counterparts of the Indenture and the Covered Guarantor's Guarantee (collectively, the "Transaction Documents").


Assumptions

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, the following:

    (i)
    the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

    (ii)
    to the extent that the obligations of Covered Guarantor may be dependent upon such matters, other than with respect to Covered Guarantor, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to enter into and perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

    (iii)
    that all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein;

    (iv)
    no fraud exists with respect to any matters relevant to such opinions; we have no reason to believe that there exists any fraud which would render invalid the opinions expressed below.


Opinions

        In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    The Covered Guarantor is a corporation and is validly existing as a corporation in the State of Connecticut (the "State").

    2.
    As of the date of the Indenture, the Covered Guarantor had the full corporate power and authority to enter into, and as of the date hereof, the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution and delivery of the Indenture by the Covered Guarantor and the performance by the Covered Guarantor of its obligations thereunder (i) have been duly authorized by all necessary corporate action, (ii) will not result in any violation of the provisions of the charter or by-laws of the Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act of 1933 and the Covered Guarantor's Guarantee of the Exchange Notes are delivered in accordance with the terms of the exchange offer, the Guarantee of the Exchange Notes of the Covered Guarantor will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.


Qualifications

        The foregoing opinions are subject to the following qualifications, limitations and exceptions:

    (i)
    We express no opinion as to the enforceability of prospective waivers of right to notice or a hearing, or other rights granted by constitution or statute, powers of attorney, provisions purporting to relieve parties of the consequences of their own negligence or misconduct, provisions granting indemnity or rights of contribution, provisions purporting to establish evidentiary standards, provisions purporting to grant a right to the appointment of a receiver or provisions purporting to grant secured parties prejudgment rights with respect to collateral;

    (ii)
    We express no opinion as to (A) the choice of law provisions contained in any of the Transaction Documents; (B) the provisions of any of the Transaction Documents which purport to confer subject matter jurisdiction on any court, to consent to the jurisdiction of any court or to waive venue or inconvenient forum with respect to any court; or (C) any provisions

2


      of the Transaction Documents which purport to provide for a method of service of process which is inconsistent with applicable law or rules of the relevant court. This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter;

    (iii)
    We express no opinion with respect to any federal or state laws pertaining to the issuance, registration or regulation of securities;

    (iv)
    The foregoing opinion is limited to the laws of the State and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's Exchange Notes and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.


 

 

Very truly yours,

 

 

CARMODY & TORRANCE LLP

 

 

 

 

 

 

By:

/s/  
CARMODY & TORRANCE LLP      

3




QuickLinks

Assumptions
Opinions
Qualifications
EX-5.8 10 a2157299zex-5_8.htm EXHIBIT 5.8
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.8

[Letterhead of Catlin Saxon Evans Fink Kolski & Romanez, L.L.P.]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street
Suite 1000,
Cincinnati, Ohio 45202

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

      Re:
      Exchange of 73/4% Senior Notes due 2012, for Registered Notes (the "Exchange Notes").

Ladies and Gentlemen:

        We have acted as special local counsel for Garden Sanctuary Acquisition, Inc., Levitt Weinstein Memorial Chapels, Inc., MHI Group, Inc., Funeral Services Acquisition Group, Inc., Security Trust Plans, Inc., Naples Memorial Garden, Inc., Coral Ridge Funeral Home And Cemetery, Inc., Kadek Enterprises of Florida, Inc., and Osiris Holding of Florida, Inc., each a Florida corporation (collectively, the "Covered Guarantors), in connection with the guarantee obligations of the Covered Guarantors with respect to the Exchange Notes (the "Exchange Guarantees"), to be issued by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of the Exchange Notes pursuant to the Company's Form S-4 Registration Statement filed the date hereof (the "Registration Statement"). This opinion is furnished to you pursuant to the Registration Statement requirements. Capitalized terms used in this opinion but not otherwise defined herein shall have the meaning given such terms in the Purchase Agreement (as hereinafter defined).

        In connection with the opinions expressed in this letter, we have examined such matters of law as we have deemed necessary for the purposes of the opinions expressed below. We have examined the Registration Statement and have reviewed the following described documents in connection with the Company's previously issued 144A Notes:

    (a)
    an executed copy of the Purchase Agreement dated August 5, 2004, among the Company, the Subsidiary Guarantors, including the Covered Guarantor listed on Schedule A thereto, and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (the "Purchase Agreement");

    (b)
    an executed copy of the Registration Rights Agreement;

    (c)
    an executed copy of the Indenture.

    (d)
    an executed copy of the Note Guarantee in a form as attached as Exhibit D to the Indenture.

    (e)
    the Offering Memorandum

    (f)
    corporate resolutions of the Covered Guarantors authorizing execution and delivery of the Transaction Documents, as defined below.

(the Registration Statement, the Exchange Notes and the documents described in paragraphs (a) through (f) above are hereinafter referred to as the "Transaction Documents").

        In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed in this letter, we



have relied upon, and assume the accuracy of, representations and warranties contained in the Transaction Documents and certificates and written statements and other information of or from representatives of the Covered Guarantors and others and assume compliance on the part of all parties to the Transaction Documents with their covenants and agreements contained in such Transaction Documents. We have assumed that the Articles of Incorporation and the Bylaws of the Covered Guarantors and the resolutions adopted by or on behalf of the Covered Guarantors authorizing the Covered Guarantors to execute and deliver the Transaction Documents remain in effect and have not been amended, modified, rescinded or terminated. We have relied solely upon certificates of public officials as to the factual matters set forth in paragraph 1 below.

        Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth in this letter, we are of the opinion that:

            1.     Based on a search of computer records of the Florida Secretary of State on the internet, as of April 27, 2005, and certificates of good standing for the Covered Guarantors, with such certificates certified as of the date hereof, from the Secretary of State of the State of Florida, each of the Covered Guarantors is a corporation validly existing and in good standing under the laws of the State of Florida.

            2.     Based solely upon the certified copies of the Articles of Incorporation and Bylaws of each of the Covered Guarantors, and the corporate resolutions adopted by each of the Covered Guarantors, as of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof each of the Covered Guarantors has the corporate power and authority to perform its obligations under the Indenture.

            3.     Based solely upon the certified copies of the Articles of Incorporation and Bylaws of each of the Covered Guarantors, and the corporate resolutions adopted by each of the Covered Guarantors, the execution, delivery and performance of the Indenture by each of the Covered Guarantors (i) has been authorized by all necessary corporate action by each Covered Guarantor and (ii) does not contravene any provision of the Articles of Incorporation or Bylaws of any of the Covered Guarantors.

            4.     When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the Exchange Offer, the Exchange Guarantees of the Covered Guarantors will be validly issued by such Covered Guarantors and will constitute valid and binding obligations of the Covered Guarantors.

        Our opinions contained herein concerning validity and binding effect mean that (i) the Exchange Guarantees constitute an effective contract under applicable law, (ii) the Exchange Guarantees are not invalid in their entirety because of a specific statutory prohibition or public policy and are not subject in their entirety to a contractual defense, and (iii) subject to the last sentence of this paragraph, some remedy is available if the Covered Guarantors are in material default under the Exchange Guarantees. This opinion does not mean that (i) any particular remedy is available upon a material default or (ii) every provision of the Exchange Guarantees will be upheld or enforced in any or each circumstance by a court. Furthermore, the validity or binding effect of the Exchange Guarantees may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the enforcement of creditors' rights and remedies generally and (ii) the unavailability of, or limitation on the availability of, a particular right or remedy (whether in a proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability or good faith.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission in connection with the issuance of the

2



Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

        The opinions expressed in this letter are limited to the federal law of the United States of America and the law of the State of Florida.

        We express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of the Trustee or any purchaser of the Exchange Notes with any state or federal laws or regulations applicable to them by reason of their status as or affiliation with a federally insured depository institution.


 

 

Sincerely yours,

 

 

Catlin Saxon Evans Fink Kolski & Romanez, L.L.P.

 

 

 

 

 

 

By:

/s/  
KYLE R. SAXON      

3




QuickLinks

EX-5.9 11 a2157299zex-5_9.htm EXHIBIT 5.9
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.9

[LETTERHEAD OF MEULEMAN MILLER LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
Jones Day
77 W. Wacker, Suite 3500
Chicago, Illinois 60601
    Re:
    $200,000,000 of 73/4% Senior Notes due 2012 ("Exchange Notes")
    Our File No. 236.0004

Ladies and Gentlemen:

        We have acted as special local counsel for Alderwoods (Idaho), Inc., an Idaho corporation (the "Covered Guarantor"), in connection with the issuance of the Exchange Notes and the execution and delivery of the guarantee obligations of the Covered Guarantor with respect to the Exchange Notes ("Exchange Guarantee"), pursuant to the Registration Rights Agreement dated August 19, 2004 (the "Registration Rights Agreement"), by and among Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Registration Rights Agreement.

        In connection with the opinions expressed herein, we have examined such documents, records, and matters of law as we have deemed relevant or necessary for purposes of this opinion. These documents and records also included unexecuted copies or counterparts of the following documents (the documents referred to as items 1. through 4. are collectively referred to herein as the "Transaction Documents"):

    1.
    Purchase Agreement dated August 5, 2004, by and among the Company, the Guarantors and the Initial Purchasers;

    2.
    Registration Rights Agreement;

    3.
    Indenture dated August 19, 2004, among the Company, the Guarantors and Wells Fargo Bank, N.A.;

    4.
    Form of Notation of Guarantee (i.e., the form of the Exchange Guarantee);

    5.
    Officer's Certificate of Alderwoods (Idaho), Inc., dated the date hereof;

    6.
    Unanimous Written Consent of Certain Subsidiaries of Alderwoods Group, Inc. (including the Covered Guarantor), dated July 22, 2004;

    7.
    Certificate of Existence and Good Standing of the Covered Guarantor from the State of Idaho, Office of the Secretary of State, dated the date hereof;

    8.
    Certificate from the State of Idaho, Office of the Secretary of State, dated April 18, 2005, certifying as to a full, true and complete duplicate of the Articles of Incorporation of the Covered Guarantor;

    9.
    Bylaws of the Covered Guarantor; and

    10.
    Incumbency Certificate of the Secretary of Certain Subsidiaries of Alderwoods Group, Inc., dated August 19, 2004.

ASSUMPTIONS

        In rendering this opinion, we have assumed, without having made any independent investigation of the facts, except with respect to matters of Idaho law on which we have opined below, the following:

            (i)    the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as unexecuted copies or counterparts;

            (ii)   to the extent that the obligations of the Covered Guarantor may be dependent upon such matters, other than with respect to the Covered Guarantor, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

            (iii)  that the Registration Statement will be properly and effectively filed under the Securities Act and the Exchange Notes will be properly executed and exchanged for the Initial Notes in accordance with the Securities Act, all other laws and regulations related to the issuance of securities, and the Transaction Documents, and, furthermore, as a result of the assumptions set forth in this clause (iii), we set forth herein no opinion related to any state, federal or other laws or regulations in any way related to the issuance, registration, offering or sale of securities; and

            (iv)  that all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein.

OPINIONS

        Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

            1.     The Covered Guarantor is a corporation validly existing and in good standing under the laws of Idaho.

            2.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under, the Indenture.

            3.     The execution and delivery of the Indenture by the Covered Guarantor and the performance by the Covered Guarantor of its obligations thereunder (i) has been authorized by all necessary corporate action on the part of the Covered Guarantor, and (ii) does not contravene any provision of the Articles of Incorporation or the Bylaws of the Covered Guarantor.

            4.     When the Registration Statement has become effective under the Securities Act (a matter with respect to which we disclaim any opinion) and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

2



QUALIFICATIONS

        The foregoing opinions are subject to the following qualifications, limitations and exceptions:

        1.     Qualifying paragraphs 2, 3 and 4 above, the enforceability of the documents referred to therein may be limited or affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

        2.     We are attorneys licensed to practice in Idaho. Although some members of our firm may be licensed in other states or federal jurisdictions, we disclaim and do not express any opinion regarding any matters which may be governed by the law of any other state or jurisdiction. The opinions set forth herein are based solely upon the generally applicable law of Idaho in force and effect on the date hereof and existing fact. We disclaim any opinion as to the statutes and ordinances, the administrative decisions, and the rules and regulations of any county, town, municipality or other political subdivision and any judicial decisions to the extent that they deal with any of the foregoing.

        3.     Wherever we have stated that we have assumed any matter, it is intended to indicate that we have assumed such matter without making any factual, legal or other inquiry or investigation, and without expressing any opinion or conclusion of any kind concerning such matter. Any limited inquiry undertaken by us during the preparation of this opinion should not be regarded as such an independent investigation. No inference as to our knowledge of the existence or absence of facts should be drawn from the mere fact of our representation as counsel to the Covered Guarantor in connection with the matters set forth herein or otherwise.

        This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter.

        This opinion is rendered only to the Company and Jones Day and is solely for their benefit in connection with the exchange offer transaction contemplated by the Transaction Documents and may not be relied upon by the Company, Jones Day or any of their respective successors or assigns for any other purpose without our prior written consent, except that we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

  Very truly yours,

 

MEULEMAN MILLER LLP

 

By:

 

/s/ KIMBAL L. GOWLAND, a partner

3




QuickLinks

EX-5.10 12 a2157299zex-5_10.htm EXHIBIT 5.10
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.10

                 [Letterhead of TABBERT HAHN EARNEST & WEDDLE, LLP]

        May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Dr.
Chicago, Illinois 60601

    Re:
    $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special Indiana (the "State") counsel to Advance Planning of America, Inc. ("Advance Planning"), Alderwoods (Indiana), Inc., ("Alderwoods-Indiana") and Ruzich Funeral Home, Inc. ("Ruzich"), each an Indiana corporation (collectively, the "Covered Guarantors"), in connection with the prior issuance of those certain outstanding 73/4% Senior Notes due 2012 on August 19, 2004, and the present exchange of those notes under that certain Registration Rights Agreement dated as of August 19, 2004, by and among Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), the subsidiary guarantors, including the Covered Guarantors (collectively the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (the "Registration Agreement"), for an equal principal amount of 73/4% Senior Notes that are registered under the Securities Act of 1933 (the "Exchange Notes"). This opinion is furnished to you at the request of Company in connection with the registration and issuance of the Exchange Notes. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Registration Agreement.

        We advise you that our representation of the Covered Guarantors is limited to rendering this opinion letter and reviewing the Subject Documents, as defined herein, and that we have not been involved in the negotiation or preparation of any of the Subject Documents or any other document connected with the registration and and issuance of the Exchange Notes. Hence, our knowledge of the respective business and affairs of the Covered Guarantors is limited to that actually gained in connection with this transaction. In that connection, we have examined an executed counterpart, as applicable, of each of the following documents (hereinafter, the "Subject Documents"):

      1.
      Purchase Agreement dated August 5, 2004;

      2.
      Indenture dated as of August 19, 2004;

      3.
      Offering Memorandum dated August 5, 2004;

      4.
      Registration Rights Agreement dated August 19, 2004;

      5.
      Form of Notation of Guarantee;

      6.
      Articles of Incorporation and By-laws of Advance Planning (the "Advance Planning Organizational Documents");

      7.
      Certificate of Existence dated as of April 18, 2005, issued by the Indiana Secretary of State with respect to Advance Planning (the "Advance Planning Certificate");

      8.
      Articles of Incorporation and By-laws of Alderwoods-Indiana (the "Alderwoods-Indiana Organizational Documents");

      9.
      Certificate of Existence dated as of April 18, 2005, issued by the Indiana Secretary of State with respect to Alderwoods-Indiana (the "Alderwoods-Indiana Certificate");

      10.
      Articles of Incorporation and By-laws of Ruzich (the "Ruzich Organizational Documents");

      11.
      Certificate of Existence dated as of April 18, 2005, issued by the Indiana Secretary of State with respect to Ruzich (the "Ruzich Certificate");

      12.
      Officer's Certificate of Alderwoods Group, Inc. dated as of August 19, 2004 (the "Alderwoods Certificate");

      13.
      Unanimous Written Consent of Certain Subsidiaries of Alderwoods Group, Inc., adopted as of July 22, 2004 (the "Subsidiaries Consent"); and

      14.
      Officer's Certificate of certain subsidiaries of Alderwoods Group, Inc., dated of even date herewith (the "Alderwoods Subsidiaries Certificate").

        As to certain matters of fact material to the opinions expressed herein, we have relied on the representations and warranties made and/or contained in the Subject Documents, including, specifically, those made and/or contained in the Alderwoods Certificate and Subsidiaries' Consent, and such other documents obtained from public officials. We have not independently established any of the facts so relied on.


Assumptions

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State and federal law on which we have opined below, the following:

      (i)
      the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

      (ii)
      to the extent that the obligations of the Covered Guarantors, as applicable, may be dependent upon such matters, other than with respect to the Covered Guarantor, that each party to the agreements and contracts referred to herein, including the Transaction Documents, is duly formed, validly existing and in good standing and/or current status under the laws of its jurisdiction of formation; that each such party other than the Covered Guarantors has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; that each such party other than the Covered Guarantors have duly authorized, executed and delivered such agreements and contracts, and each of such agreements and contracts constitutes the legally valid and binding obligations of such parties including the Covered Guarantors as applicable, enforceable against such parties in accordance with their respective terms;

      (iii)
      that all factual matters, including, without limitation, all representations and warranties contained in the Subject Documents are true and correct as set forth therein;

      (iv)
      that the Alderwoods Certificate and Subsidiaries Consent have not been amended, modified or supplemented, and remain in full force and effect;

      (v)
      that the Advance Planning Organizational Documents have not been amended, modified or supplemented since August 18, 2004, and remain in full force and effect;

2


      (vi)
      that the Alderwoods-Indiana Documents Organizational Documents have not been amended, modified or supplemented since August 18, 2004, and remain in full force and effect; and

      (vii)
      that the Ruzich Organizational Documents have not been amended, modified or supplemented since August 18, 2004, and remain in full force and effect.


Opinions

        On the basis of such examination, our reliance upon the assumptions contained herein, our reliance upon the Alderwoods Certificate and Subsidiaries' Consent, and our consideration of those questions of law we considered relevant, and subject to the qualifications, exclusions and limitations set forth in this opinion, we are of the opinion that:

      1.
      Each Covered Guarantor is a corporation and is validly existing as a corporation and is in current status under the laws of the State of Indiana (the "State").

      2.
      As of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof, each of the Covered Guarantors has the corporate power and authority to perform its obligations under the Indenture.

      3.
      The execution, delivery and performance of the Indenture by each Covered Guarantor: (i) has been authorized by all necessary corporate action by each such Covered Guarantor; and (ii) does not contravene any provision of the charter documents of such Covered Guarantors.

      4.
      When the Registration Statement has become effective under the Securities Act and the Guarantees of the Exchange Notes (the "Exchange Guaratees") of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.


Exclusions

        In rendering the opinions set forth herein, we express no opinion as to, as applicable, any State or federal:

      (i)
      securities and/or Blue Sky laws or regulations;

      (ii)
      pension and employee benefit laws and regulations;

      (iii)
      tax laws and regulations; or

      (iv)
      antitrust and unfair competition laws and regulations;

and the effect of any of the foregoing on any of the opinions expressed herein.


Limitations

        This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction. The only opinions intended to be provided herein are those, which are expressly stated, and no opinions by implication are intended or given.

3



        This opinion is furnished to you solely for your benefit in connection with the issuance of the Exchange Notes and may not be used or relied upon by, nor published or communicated to, any other person for any purpose whatsoever without in each instance our prior and express written consent.

        Notwithstanding the foregoing, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

TABBERT HAHN EARNEST & WEDDLE, LLP

 

 

By:

/s/  
TABBERT HAHN EARNEST & WEDDLE, LLP      
     

4




QuickLinks

Assumptions
Opinions
Exclusions
Limitations
EX-5.11 13 a2157299zex-5_11.htm EX-5.11
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.11

[Letterhead of Bradshaw, Fowler, Procter & Fairgrave, P.C.]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Chicago, IL 60601

      Re:
      73/4% Senior Notes due 2012 and Exchange Notes

Ladies and Gentlemen:

        Last summer, we acted as special local counsel for Alderwoods (Iowa), Inc., an Iowa corporation (the "Covered Guarantor"), in connection with the offer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor, (the "Company") of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Notes"), pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). In that offer and sale, the Company issued 144A Notes, and executed a registration rights agreement, which required the Company to conduct an exchange offer to exchange all of the outstanding 144A Notes for an equal principal amount of notes that are registered under the Securities Act of 1933 ("Exchange Notes"). This opinion is furnished to you in connection with the registration and issuance of those Exchange Notes.

        We have examined each of the following documents:

    1.
    Indenture, dated August 19, 2004;

    2.
    Unanimous Written Consent of Certain Subsidiaries of Alderwoods Group, Inc., dated July 22, 2004;

    3.
    the Articles of Incorporation and Bylaws of the Covered Guarantor, in each case as amended through the date hereof (the "Constitutive Documents");

    4.
    such other documents furnished by the Covered Guarantor pursuant to the Purchase Agreement as we have deemed necessary.

        The documents described in the foregoing clauses (1) through (4) are collectively referred to herein as the "Documents".

        In addition, we have examined originals or copies of such other corporate records of the Covered Guarantor, certificates of public officials and of officers of the Covered Guarantor and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Indenture and the other Documents and certificates of public officials and officers of the Covered Guarantor. We have not independently established the facts so relied on.




ASSUMPTIONS

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State and federal law on which we have opined below, the following:

        1.     the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

        2.     to the extent that the obligations of Covered Guarantor may be dependent upon such matters, other than with respect to Covered Guarantor, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

        3.     that all material factual matters, including without limitation, representations and warranties, contained in the Documents, are true and correct as set forth therein;

        4.     that Covered Guarantor has received, or will at or before the time the Registration Statement has become effective under the Securities Act receive, valuable consideration for the Exchange Guaranty executed by Covered Guarantor.

        5.     that (i) the offer and sale by the Company of the Notes pursuant to the Purchase Agreement, and (ii) the exchange of all of the outstanding Notes for the Exchange Notes, have been accomplished in full compliance with the securities laws of the United States, including without limitation, the Securities Act of 1933, as amended.


OPINIONS

        Based upon the foregoing, and upon such other investigation as we have deemed necessary, and subject to the qualifications stated herein, we are of the opinion that:

        1.     The Covered Guarantor is a corporation validly existing as a corporation in good standing under the laws of the State of Iowa (the "State").

        2.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

        3.     The execution, delivery, and performance of Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the Constitutive Documents of such Covered Guarantor.

        4.     When the Registration Statement has become effective under the Securities Act of 1933 and the Guarantees of the Exchange Notes (the "Exchange Guarantee") of the Covered Guarantor are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        We do hereby consent to the filing of this opinion letter as an exhibit on the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

2



        Our opinions expressed above are subject to the following qualifications:

QUALIFICATIONS

        (a)   Our opinions expressed above are limited to the law of the State and the federal law of the United States, and we do not express any opinion herein concerning any other law.

        (b)   This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinions apply only with respect to the laws of the State and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction.

        (c)   This opinion is rendered only to the addressees hereof and their respective successors and assigns and is solely for their benefit in connection with the transactions contemplated by the Documents and may not be relied upon by the addressees or their respective successors and assigns for any other purpose without our prior written consent.


 

 

Very truly yours,

 

 

BRADSHAW, FOWLER, PROCTOR &
FAIRGRAVE, P.C.

 

 

 

 
    By: /s/  JAMES M. HOLCOMB      

3




QuickLinks

ASSUMPTIONS
OPINIONS
EX-5.12 14 a2157299zex-5_12.htm EXHIBIT 5.12
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.12

                 [Letterhead of STINSON MORRISON HECKER LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601

    Re:
    Alderwoods (Kansas), Inc. and Alderwoods (Missouri), Inc.

Ladies and Gentlemen:

        We have acted as special Kansas counsel to Alderwoods (Kansas), Inc., a Kansas corporation ("AKI") and as special Missouri counsel to Alderwoods (Missouri), Inc., a Missouri corporation ("AMI", together with AKI collectively, the "Covered Guarantors"), in connection with the exchange by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "144A Notes"), for an equal principal amount of notes that are registered under the Securities Act of 1933 (the "Exchange Notes"). This opinion is furnished to you in connection with the filing of a Registration Statement on Form S-4 with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes (the "Registration Statement"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Registration Statement.

        In our capacity as such counsel, we have examined the Offering Memorandum for the 144A Notes dated August 5, 2004 (the "Offering Memorandum"), and copies of the following documents (collectively, the "Subject Documents"):

            1.     Purchase Agreement dated as of August 5, 2004, by and among the Company, certain subsidiaries of the Company including the Covered Guarantors (collectively, the "Guarantors"), and Bank of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers").

            2.     Indenture dated as of August 19, 2004, by and among the Company, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the "Indenture").

            3.     Notation of Guarantee dated as of August 19, 2004, executed by the Covered Guarantors.

            4.     The Registration Rights Agreement dated as of August 19, 2004, by and among the Company, the Guarantors and the Initial Purchasers.

            5.     Form of the Exchange Notes.

            6.     Form of Notations of Guarantee to be executed by the Covered Guarantors (the "Exchange Notations").

            7.     The Registration Statement.

The Exchange Notations and the guarantee obligations of the Covered Guarantors under the Indenture, shall be referred to herein collectively as the "Exchange Guarantees").


        We also have reviewed the following organizational documents of AKI and AMI (collectively, the "Certified Organizational Documents"):

            a.     Certificate of Good Standing of AKI dated on or about the date hereof (the "AKI CGS"), issued by the Office of the Kansas Secretary of State (the "KS Filing Office");

            b.     Articles of Incorporation of AKI filed with the KS Filing Office on January 4, 1996, as amended by Certificate of Amendment filed with the KS Filing Office on January 5, 2001, as amended and restated by Restated and Amended Articles of Incorporation filed with the KS Filing Office on December 10, 2001, as affected by Agreement of Merger filed with the KS Filing Office on January 4, 2002, all certified as true and correct by the KS Filing Office on April 18, 2005;

            c.     Bylaws of AKI attached to the Officer's Certificate (as defined below);

            d.     Certificate of Good Standing of AMI dated on or about the date hereof (the "AMI CGS"), issued by the Office of the Missouri Secretary of State (the "MO Filing Office");

            e.     Restated Articles of Incorporation of AMI filed with the MO Filing Office on December 31, 2001, as affected by Summary Articles of Merger filed with the MO Filing Office on January 3, 2002, all certified as true and correct by the MO Filing Office on April 18, 2005;

            f.      Bylaws of AKI attached to the AKI Officer's Certificate (as defined below);

            g.     Unanimous Written Consent of Certain Subsidiaries of Alderwoods Group, Inc. dated as of July 22, 2004, executed by Jeffrey Miller as the sole director of AKI and the sole director of AMI; and

            i.      Officer's Certificate of Certain Subsidiaries of Alderwoods, Inc. dated the date hereof, executed by one or more officers of the Company, AKI and AMI, in favor of Stinson Morrison Hecker LLP (the "Officer's Certificate");

        In addition, we have examined originals or copies of such other corporate records of AKI and AMI, certificates of public officials and of officers of AKI and AMI and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. As to certain matters of fact material to the opinions expressed herein, we have relied on the statements contained in the representations made in the Subject Documents and certificates of public officials and officers of AKI and AMI. We have not independently established the facts so relied on.

Assumptions

        In rendering the opinions set forth below, we have made, with your permission, and without independent investigation on our part, the following assumptions, although we have no knowledge of any facts inconsistent with such assumptions:

            a.     All certifications made to us by public officials concerning factual matters are accurate and complete, and there have been no changes since the dates of such certifications that would render any of them inaccurate or incomplete.

            b.     The Officer's Certificate is accurate and complete and has been executed by duly appointed officers of the Company, AKI and AMI.

            c.     The Exchange Notes, at the time they are delivered in accordance with the Exchange Offer in the Registration Statement, will have been executed by one or more duly appointed officers of the Company.

            d.     The Exchange Guarantees, at the time they are delivered in accordance with the Exchange Offer in the Registration Statement, will have been executed by one or more duly appointed officers of AKI and AMI.

2



            e.     (i) All documents submitted to us as certified, conformed, draft, photostatic or telefacsimilied copies conform to the original documents, (ii) all such original documents and all documents submitted to us as originals are authentic, and (iii) all signatures on the Subject Documents and other documents reviewed by us are genuine.

            f.      The transactions contemplated by the Subject Documents that are to be consummated prior to or on the date hereof have been consummated prior to or simultaneously with the delivery of this opinion letter.

            g.     The statements, recitals, representations and warranties as to matters of fact set forth in the Subject Documents are accurate and complete.

            h.     The Subject Documents constitute the legal, valid and binding obligations of the parties thereto (other than the Covered Guarantors).

            i.      The Subject Documents are enforceable against the parties thereto in accordance with their respective terms and the laws of the State of New York.

Opinions

        Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications herein contained, we are of the opinion that:

            1.     AKI is validly existing as a corporation and, based solely on the AKI CGS, is in good standing under the laws of the State of Kansas.

            2.     AMI is validly existing as a corporation and, based solely on the AMI CGS, is in good standing under the laws of the State of Missouri.

            3.     As of the date of the Indenture, each Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof each Covered Guarantor has the corporate power and authority to perform its obligations under, the Indenture.

            4.     The execution, delivery and performance of the Indenture by each Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the Certified Organizational Documents of such Covered Guarantors.

            5.     When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantors and the Exchange Notes are executed and delivered in accordance with the terms of the Exchange Offer described in the Registration Statement, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

Qualifications

        The opinions and statements expressed herein are subject to the following additional limitations and qualifications:

            A.    With your permission, we have not conducted any independent investigation of the matters addressed herein (other than our review of the Subject Documents, the Certified Organizational Documents and applicable law of Missouri and Kansas), or inquired with the Covered Guarantors regarding such matters except as provided in the Officer's Certificate.

            B.    Whenever any opinion or statement herein with respect to the existence or absence of facts, conditions or circumstances is based upon our "knowledge" or any similar phrase, it is intended to indicate that, during the course of our limited representation of the Covered

3



    Guarantors, no information has come to our attention that would give us actual knowledge of the existence or absence of such facts, conditions or circumstances. The term "knowledge" refers to the actual present knowledge of the attorneys in our firm who have devoted substantive attention to representation of the Covered Guarantors in connection with the transactions described in the Subject Documents and not to the knowledge of the firm or its partners or employees generally. Moreover, we have made no independent investigation as to any opinion or statement qualified by the term "knowledge.

            C.    We express no opinion as to whether the Exchange Guarantees are enforceable in accordance with their respective terms and the laws of the State of New York.

            D.    Unless otherwise expressly provided herein, the opinions herein are given only as of the date hereof with respect to the laws (excluding the principles of conflict of laws) of the States of Kansas and Missouri and the United States of America, and we disclaim any obligation to update or supplement this opinion letter in response to subsequent changes in the law or events occurring after the date of this opinion letter. We express no opinion as to the laws of any jurisdiction other than the laws of the States of Kansas and Missouri and the United States of America. We express no opinion as to the rules, regulations, and administrative decisions of county, municipal and special political subdivisions of the States of Kansas or Missouri.

            E.    We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement in connection with the issuance of the Exchange Notes, and to the reference to us under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933.

    Very truly yours,

 

 

STINSON MORRISON HECKER LLP

 

 

By:

/s/  
STINSON MORRISON HECKER LLP      
     

4




QuickLinks

EX-5.13 15 a2157299zex-5_13.htm EXHIBIT 5.13
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.13

                 [Letterhead of STITES & HARBISON, PLLC]

        May 12, 2005

Alderwoods Group, Inc.
311 Elm Street
Suite 1000
Cincinnati, OH 45202

Jones Day
77 W. Wacker Drive
Suite 3500
Chicago, IL 60601

    Re:
    $200,000,000 of 7.75% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special Kentucky counsel for Alderwoods (Partner), Inc., a Kentucky corporation (the "Covered Guarantor"), in connection with the issuance by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of 7.75% Senior Notes due 2012 (the "Exchange Notes"), pursuant to the Registration Rights Agreement dated as of August 19, 2004 (the "Registration Rights Agreement") among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto, Banc of America Securities LLC and Morgan Stanley & Co. Incorporated. The Exchange Notes are being issued pursuant to the Indenture dated as of August 19, 2004 (the "Indenture") between the Company and Wells Fargo Bank, N.A., as trustee. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Registration Rights Agreement.

        For purposes of this opinion, we have examined the Registration Rights Agreement, Indenture and Guarantee of the Covered Guarantor issued with the Exchange Notes (the "Exchange Guarantee") and originals or copies, certified or otherwise identified to our satisfaction, of such instruments, certificates and documents (including without limitation, those delivered at the Closing) and corporate and other records as we have deemed necessary or appropriate as a basis for the opinions expressed below. As to various questions of fact material to our opinion, we have relied upon the representations made in the Registration Rights Agreement and Indenture and other representations and certifications of fact from the Covered Guarantor, public officials and other sources. In addition, we have made such investigations of law as we have deemed necessary or appropriate for purposes of this opinion.

        Based upon and in reliance upon the foregoing and subject to the assumptions, qualifications and limitations set forth below, it is our opinion that:

    1.
    The Covered Guarantor is a corporation and is validly existing as a corporation in good standing under the laws of the Commonwealth of Kentucky.

    2.
    As of the date of the Indenture, the Covered Guarantor had corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has corporate power and authority to perform its obligations under, the Indenture.

    3.
    The execution, delivery and performance of the Indenture by the Covered Guarantor (i) have been duly authorized by all necessary corporate action on the part of the Covered Guarantor, and (ii) do not contravene any provision of the articles of incorporation or bylaws of the Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

        The foregoing opinions are limited by and subject to the following assumptions, qualifications and limitations:

    (a)
    We have assumed without investigation the authenticity and completeness of any document or other instrument submitted to us as an original, the conformity to the original of any document or other instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies. We have further assumed without investigation that all natural persons who signed documents examined by us had sufficient legal capacity to contract at the time they signed such documents.

    (b)
    We have assumed without investigation: (i) parties other than the Covered Guarantor have the requisite power and authority (corporate and otherwise) to enter into the Registration Rights Agreement, Indenture and other agreements examined by us and to perform their obligations under them; (ii) the due execution and delivery of the Registration Rights Agreement, Indenture and other agreements by parties other than the Covered Guarantor; (iii) the binding effect and enforceability of the Registration Rights Agreement, Indenture and other agreements against parties other than the Covered Guarantor; and (iv) the receipt or making of any consent, approval, order or authorization of, or registration or filing with, any third party or governmental body that is required to be received or made by any party in connection with the execution and delivery of the Registration Rights Agreement, Indenture, Exchange Notes or Exchange Guarantee or the consummation of the transactions contemplated thereby.

    (c)
    We have assumed without investigation that the Covered Guarantor is not a licensed insurance company and does not sell insurance products.

    (d)
    Our opinions are based solely on the laws of the Commonwealth of Kentucky and the federal laws of the United States of America. We express no opinions as to the laws of any other jurisdiction and nothing contained in our opinion should be construed otherwise.

    (e)
    This opinion relates solely to matters existing as of the date hereof, and we disclaim any obligation to update this opinion for events occurring after this date.

    (f)
    We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

STITES & HARBISON, PLLC

 

 

By:

/s/  
KENNETH R. SAGAN, A MEMBER      
     

2




QuickLinks

EX-5.14 16 a2157299zex-5_14.htm EXHIBIT 5.14
QuickLinks -- Click here to rapidly navigate through this document

[LISKOW & LEWIS LETTERHEAD]

Suite 5000 - 701 Poydras Street
New Orleans, Louisiana 70139-5099
Phone: (504) 581-7979
Fax: (504) 556-4108


Exhibit 5.14

May 12, 2005

Alderwoods Group, Inc.
113 Elm Street, Suite 1000
Cincinnati, OH 45202

Jones Day
77 Wacker Drive
Chicago, IL 60601

      Re:
      Alderwoods Group, Inc.—73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel for Alderwoods (Louisiana), Inc, a Louisiana corporation (the "Covered Guarantor), in connection with the guarantee of obligations of Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due September 15, 2012 (the "Exchange Notes"), pursuant to a Registration Rights Agreement dated as of August 19, 2004 among the Company, the subsidiary guarantors, including the Covered Guarantor listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Exchange Notes are being issued pursuant to Section 2.06 of the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Indenture.

        We have examined the following:

    (1)
    Amended and Restated Articles of Incorporation of Covered Guarantor, dated November 29, 2001;

    (2)
    Bylaws of Covered Guarantor;

    (3)
    Resolution of the Board of Directors of Covered Guarantor;

    (4)
    Officer's Certificate of the Covered Guarantor dated the date hereof (the "Officer's Certificate

    (5)
    the Purchase Agreement;

    (6)
    the Registration Rights Agreement;

    (7)
    the Indenture; and

    (8)
    the guarantee of the Exchange Notes by the Covered Guarantor (the "Exchange Guarantee").

        We have also examined such other documents, instruments and sources of law as we have deemed necessary for this opinion.



        For the purposes of this opinion, we have, with your consent:

      (i)
      assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, and the conformity to authentic originals of all documents submitted to us as copies; and

      (ii)
      relied, without further inquiry, upon (i) the Officer's Certificate, and (ii) the accuracy of the warranties and representations of the Company and the Covered Guarantor in the Purchase Agreement.

        Subject to the foregoing and the qualification stated below, we are of the opinion that:

      1.
      The Covered Guarantor is a corporation validly existing and in good standing under the laws of Louisiana.

      2.
      As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

      3.
      The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the Articles of Incorporation or Bylaws of such Covered Guarantor.

      4.
      When the Registration Statement on form S-4 relating to the Exchange Notes filed with the Securities and Exchange Commission on the date hereof has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantor are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

        Except as otherwise expressly provided herein, we express no opinion as to the accuracy of any statement in the Offering Memorandum (as defined in the Purchase Agreement) or the Registration Statement, or whether any statement in the Offering Memorandum or the Registration Statement may be misleading, or whether any material fact or disclosure has been omitted from the Offering Memorandum or the Registration Statement.

        This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction.

        This opinion is rendered only to Alderwoods Group, Inc. and Jones Day and their respective successors and assigns, solely for their benefit in connection with the transactions contemplated by the Transaction Documents, and may not be relied upon by the addressees or any of their respective



successors or assigns for any other purpose, or by any other person or entity for any purpose, without our prior written consent.


 

 

Very truly yours,

 

 

Liskow & Lewis
(A Professional Law Corporation)

 

 

By:

/s/  
LISKOW & LEWIS      



QuickLinks

EX-5.15 17 a2157299zex-5_15.htm EXHIBIT 5.15
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.15

        [Letterhead of Gebhardt & Smith LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
2727 North Harwood Street
Dallas, Texas 75201

Re:    $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel in the State of Maryland (the "State") for Alderwoods (Maryland), Inc., a Maryland corporation (the "Covered Guarantor"), in connection with the exchange by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Exchange Notes") for an equal principal amount of notes previously executed by the Company, pursuant to the Registration Rights Agreement dated as of August 19, 2004 (the "Registration Rights Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A attached thereto (collectively, the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers").

        In that connection, we have examined a counterpart of each of the following documents:

           1.  the Exchange Notes;

           2.  the Exchange Guarantee (as provided by the Covered Guarantor in the Indenture);

           3.  the Indenture between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee among the Company, the Guarantors and the Initial Purchasers;

           5.  the Registration Rights Agreement;

           6.  the Officer's Certificate from the Treasurer and Secretary of the Covered Guarantor dated as of August 19, 2004 (the "Covered Guarantor Certificate");

           7.  the Incumbency Certificate of the Secretary of Certain Subsidiaries of Alderwoods Group, Inc. dated August 19, 2004;

           8.  copies of the documents constituting the Covered Guarantor's Articles of Incorporation certified as true, correct and complete by the Treasurer and Secretary of the Covered Guarantor as of the date hereof (the "Articles of Incorporation");

           9.  a copy of the Bylaws of the Covered Guarantor certified as true, correct and complete by the Treasurer and Secretary of the Covered Guarantor as of August 19, 2004 (the "Bylaws", and collectively with the Articles of Incorporation, the "Organizational Documents");

         10.  copies of resolutions of the Board of Directors of the Covered Guarantor dated July 22, 2004, certified as true and correct pursuant to the Covered Guarantor Certificate (the "Resolutions"); and

         11.  a certificate dated as of the date hereof issued by the State Department of Assessments and Taxation for the State of Maryland to the effect that the Covered Guarantor is a corporation existing under and in good standing in the State (the "Certificate").



The documents described in the foregoing clauses (2) through (5) are collectively referred to herein as the "Transaction Documents". We have not reviewed or examined any documents other than those described in clauses (1) through (11) above.

        As to matters of fact material to the opinions expressed herein, we have relied on the representations made in the Transaction Documents and the certificates of public officials and officers of the Company described above. We have not independently established the facts so relied on.

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State law on which we have opined below, the following:

          (i)  the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

         (ii)  each party to the agreements and contracts referred to herein, other than Covered Guarantor, is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and each other necessary jurisdiction; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

        (iii)  all documents submitted to us as originals are authentic, that all documents submitted to us as certified or photostatic copies conform to the original documents and that all signatures on all documents submitted to us are genuine;

        (iv)  each natural person executing the Transaction Documents was legally competent to do so;

         (v)  the Transaction Documents constitute the legal, valid and binding obligations of the Company and the Covered Guarantor, enforceable against the Company and the Covered Guarantor in accordance with their respective terms;

        (vi)  all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein;

       (vii)  there has been no mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution or delivery of the Transaction Documents, and the conduct of all parties to the Transaction Documents has complied with any requirements of good faith and fair dealing;

      (viii)  there have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents;

        (ix)  the validity and constitutionality of each relevant statute, rule, regulation and governmental action covered by this opinion letter; and

         (x)  that no decree, judgment, or other order of any court or other governmental authority or regulatory body of the State (including those having jurisdiction over the enforcement of the environmental law of the State), or agreement between the Company or the Covered Guarantor and any such court or other governmental authority or regulatory body, is in effect with respect to the Company, the Covered Guarantor or any of their properties which imposes, as a condition of the granting of a lien or security interest in any of their properties, or as a condition of the Company's or the Covered Guarantor's entering into or performing its obligations under agreements with third parties, any requirement of governmental consent, approval, authorization, registration, filing or other action by, or notice to, any governmental authority or regulatory body of the State.

        Based solely upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:



    1.
    The Covered Guarantor is a corporation validly existing in good standing under the laws of the State.

    2.
    As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action on the part of the Covered Guarantor; and (ii) will not result in any violation of the provisions of the Organizational Documents of the Covered Guarantor.

    4.
    When the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012 (the "Registration Statement"), has become effective under the Securities Act and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

The foregoing opinions are subject to the following qualifications, limitations and exceptions:

        a.     The enforceability of the Transaction Documents may be limited or affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. In addition, certain provisions contained in the Transaction Documents may not be enforceable, but (subject to the limitations set forth in the foregoing provisions of this paragraph) such unenforceability will not render the Transaction Documents invalid as a whole or substantially interfere with the practical realization of the principal benefits and/or security provided thereby.

        b.     We do not opine as to any document other than the Transaction Documents, even if any such document is referred to or confirmed or affirmed by the Transaction Documents or any of the other described herein.

        d.     We do not opine as to the enforceability of any waiver provisions which waive (i) defenses or requirements of notice, good faith, fair dealing, consent, or the exercise of commercial reasonableness, or (ii) remedies or rights of debtors in instances when such waiver is not permitted by applicable law.

        e.     We do not opine as to the enforceability of any provision of any document providing that (i) a course of conduct by any party thereto, or (ii) a failure on the part of any party thereto to exercise, in whole or in part, a right or remedy provided to that party, shall not constitute a waiver of its rights or remedies or of any event of default.

        f.      We do not opine as to the enforceability of any provision of any document which purports to charge or collect interest on interest or purports to impose a prepayment fee, premium or penalty as a result of the prepayment of the loan, or purports to charge a late payment fee or a higher rate of interest in the event of a default.

        g.     We express no opinion with respect to the enforceability of any provision of any document which a court in Maryland may find contrary to the public policy of the State.

        h.     We express no opinion on the validity, binding effect or enforceability under certain circumstances of provisions (i) which waive the right to a jury trial, (ii) which waive any rights afforded to any party thereto under any statute or constitutional provision, (iii) which waive broadly or vaguely stated rights or future rights, or waive certain rights or defenses to obligations where such waivers are against statutes or laws, (iv) that provide that injunctive relief or specific performance may be available



as a remedy for breach of a party's obligations or agreements, (v) that purport to prevent oral modification or waivers, or (vi) the breach of which a court concludes is not material.

        i.      We express no opinion regarding any compliance with any zoning, subdivision or other land use regulations, building codes or other local or municipal law or regulation regarding the condition or use of property or the lawfulness of any activity conducted on any of the properties owned or occupied by the Company or the Covered Guarantor. Except as it affects the effectiveness or enforceability of the Transaction Documents, or the performance of the obligations of the Covered Guarantor thereunder, we express no opinion as to whether any governmental consent, approval, authorization, registration, filing or other action by or notice to any governmental authority or regulatory body is required in connection with the Operations or any other operations or activities of the Company or the Covered Guarantor.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose, or relied upon by any other person, without our prior written consent.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

    Very truly yours,

 

 

Gebhardt & Smith LLP

 

 

/s/  
GEBHARDT & SMITH LLP      

[Letterhead of Gebhardt & Smith LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
2727 North Harwood Street
Dallas, Texas 75201

Re:    $200,000,000 of 7% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel in the Commonwealth of Virginia (the "State") for Alderwoods (Virginia), Inc., a Virginia corporation (the "Covered Guarantor"), in connection with the exchange by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Exchange Notes") for an equal principal amount of notes previously executed by the Company, pursuant to the Registration Rights Agreement dated as of August 19, 2004 (the "Registration Rights Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A attached thereto (collectively, the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers").

        In that connection, we have examined a counterpart of each of the following documents:

           2.  the Exchange Notes;

           2.  the Exchange Guarantee (as provided by the Covered Guarantor in the Indenture);

           3.  the Indenture between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee among the Company, the Guarantors and the Initial Purchasers;

           5.  the Registration Rights Agreement;

           6.  the Officer's Certificate from the Treasurer and Secretary of the Covered Guarantor dated as of August 19, 2004 (the "Covered Guarantor Certificate");

           7.  the Incumbency Certificate of the Secretary of Certain Subsidiaries of Alderwoods Group, Inc. dated August 19, 2004;

           8.  copies of the documents constituting the Covered Guarantor's Articles of Incorporation certified as true, correct and complete by the Treasurer and Secretary of the Covered Guarantor as of the date hereof (the "Articles of Incorporation");

           9.  a copy of the Bylaws of the Covered Guarantor certified as true, correct and complete by the Treasurer and Secretary of the Covered Guarantor as of August 19, 2004 (the "Bylaws", and collectively with the Articles of Incorporation, the "Organizational Documents");

         10.  copies of resolutions of the Board of Directors of the Covered Guarantor dated July 22, 2004, certified as true and correct pursuant to the Covered Guarantor Certificate (the "Resolutions"); and

         11.  a certificate dated as of the date hereof issued by the State Corporation Commission for the Commonwealth of Virginia to the effect that the Covered Guarantor is a corporation existing under and in good standing in the State (the "Certificate").

The documents described in the foregoing clauses (2) through (5) are collectively referred to herein as the "Transaction Documents". We have not reviewed or examined any documents other than those described in clauses (1) through (11) above.



        As to matters of fact material to the opinions expressed herein, we have relied on the representations made in the Transaction Documents and the certificates of public officials and officers of the Company described above. We have not independently established the facts so relied on.

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State law on which we have opined below, the following:

          (i)  the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

         (ii)  each party to the agreements and contracts referred to herein, other than Covered Guarantor, is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and each other necessary jurisdiction; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

        (iii)  all documents submitted to us as originals are authentic, that all documents submitted to us as certified or photostatic copies conform to the original documents and that all signatures on all documents submitted to us are genuine;

        (iv)  each natural person executing the Transaction Documents was legally competent to do so;

         (v)  the Transaction Documents constitute the legal, valid and binding obligations of the Company and the Covered Guarantor, enforceable against the Company and the Covered Guarantor in accordance with their respective terms;

        (vi)  all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein;

       (vii)  there has been no mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution or delivery of the Transaction Documents, and the conduct of all parties to the Transaction Documents has complied with any requirements of good faith and fair dealing;

      (viii)  there have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents;

        (ix)  the validity and constitutionality of each relevant statute, rule, regulation and governmental action covered by this opinion letter; and

         (x)  that no decree, judgment, or other order of any court or other governmental authority or regulatory body of the State (including those having jurisdiction over the enforcement of the environmental law of the State), or agreement between the Company or the Covered Guarantor and any such court or other governmental authority or regulatory body, is in effect with respect to the Company, the Covered Guarantor or any of their properties which imposes, as a condition of the granting of a lien or security interest in any of their properties, or as a condition of the Company's or the Covered Guarantor's entering into or performing its obligations under agreements with third parties, any requirement of governmental consent, approval, authorization, registration, filing or other action by, or notice to, any governmental authority or regulatory body of the State.

        Based solely upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    5.
    The Covered Guarantor is a corporation validly existing in good standing under the laws of the State.

    6.
    As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

    7.
    The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action on the part of the Covered Guarantor; and (ii) will not result in any violation of the provisions of the Organizational Documents of the Covered Guarantor.

    8.
    When the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012 (the "Registration Statement"), has become effective under the Securities Act and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

The foregoing opinions are subject to the following qualifications, limitations and exceptions:

        a.     The enforceability of the Transaction Documents may be limited or affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. In addition, certain provisions contained in the Transaction Documents may not be enforceable, but (subject to the limitations set forth in the foregoing provisions of this paragraph) such unenforceability will not render the Transaction Documents invalid as a whole or substantially interfere with the practical realization of the principal benefits and/or security provided thereby.

        b.     We do not opine as to any document other than the Transaction Documents, even if any such document is referred to or confirmed or affirmed by the Transaction Documents or any of the other described herein.

        d.     We do not opine as to the enforceability of any waiver provisions which waive (i) defenses or requirements of notice, good faith, fair dealing, consent, or the exercise of commercial reasonableness, or (ii) remedies or rights of debtors in instances when such waiver is not permitted by applicable law.

        e.     We do not opine as to the enforceability of any provision of any document providing that (i) a course of conduct by any party thereto, or (ii) a failure on the part of any party thereto to exercise, in whole or in part, a right or remedy provided to that party, shall not constitute a waiver of its rights or remedies or of any event of default.

        f.      We do not opine as to the enforceability of any provision of any document which purports to charge or collect interest on interest or purports to impose a prepayment fee, premium or penalty as a result of the prepayment of the loan, or purports to charge a late payment fee or a higher rate of interest in the event of a default.

        g.     We express no opinion with respect to the enforceability of any provision of any document which a court in Virginia may find contrary to the public policy of the State.

        h.     We express no opinion on the validity, binding effect or enforceability under certain circumstances of provisions (i) which waive the right to a jury trial, (ii) which waive any rights afforded to any party thereto under any statute or constitutional provision, (iii) which waive broadly or vaguely stated rights or future rights, or waive certain rights or defenses to obligations where such waivers are against statutes or laws, (iv) that provide that injunctive relief or specific performance may be available as a remedy for breach of a party's obligations or agreements, (v) that purport to prevent oral modification or waivers, or (vi) the breach of which a court concludes is not material.



        i.      We express no opinion regarding any compliance with any zoning, subdivision or other land use regulations, building codes or other local or municipal law or regulation regarding the condition or use of property or the lawfulness of any activity conducted on any of the properties owned or occupied by the Company or the Covered Guarantor. Except as it affects the effectiveness or enforceability of the Transaction Documents, or the performance of the obligations of the Covered Guarantor thereunder, we express no opinion as to whether any governmental consent, approval, authorization, registration, filing or other action by or notice to any governmental authority or regulatory body is required in connection with the Operations or any other operations or activities of the Company or the Covered Guarantor.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose, or relied upon by any other person, without our prior written consent.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

    Very truly yours,

 

 

Gebhardt & Smith LLP

 

 

/s/  
GEBHARDT & SMITH LLP      



QuickLinks

EX-5.16 18 a2157299zex-5_16.htm EXHIBIT 5.16
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.16

[Letterhead of JAFFE, RAITT, HEUER & WEISS, P. C.]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
  Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601
    Re:
    $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special Michigan (the "State") counsel to Alderwoods (Michigan), Inc, a Michigan corporation, AMG, Inc., a Michigan corporation and WMP, Inc., a Michigan corporation (collectively the "Covered Guarantors), in connection with the exchange offer to exchange all of the outstanding 73/4% Senior Notes due 2012 (the "Notes") of Alderwoods Group, Inc., a Delaware corporation, and a direct or indirect parent of the Covered Guarantors (the "Company") for an equal principal amount of notes that are registered under the Securites Act of 1933 (the "Exchange Notes"). The Notes were offered and sold by the Company pursuant to the Purchase Agreement dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantors, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Notes were issued and the Exchange Notes are being issued pursuant to the Indenture dated August 19, 2004 (the "Indenture") between the Company, the Guarantor and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Purchase Agreement..

        In that connection, we have examined a counterpart of each of the following documents:

            1.     The Offering Memorandum;

            2.     The Purchase Agreement;

            3.     The Registration Rights Agreement;

            4.     The documents evidencing the Guarantee of the Exchange Notes (the "Exchange Guarantee") to be entered into by each of the Covered Guarantors; and

            5.     The articles of incorporation of each of the Covered Guarantors certified as a true and correct copy by the Michigan Department of Consumer and Industry Services (the "Michigan Department") on April 19, 2005, and Certificates of Good Standing for each of the Covered Guarantors issued by the Michigan Department on April 19, 2005, and the date hereof and the copies of the articles of incorporation, bylaws and authorizing resolutions for each of the Covered Guarantors certified as true and correct by an officer of each of the Covered Guarantors on the date hereof (collectively the "Certified Organizational Documents.

The documents described in the foregoing clauses (1) through (4) are collectively referred to herein as the "Transaction Documents".

        Our review has been limited to examining the Transaction Documents, the Certified Organizational Documents and applicable Michigan law. To the extent that any opinion in this letter relates to or is dependent upon factual information, we have relied exclusively on the assumptions stated herein and the truth and accuracy of the factual representations, warranties and other matters set forth in the Transaction Documents and the Certified Organizational Documents. We have not independently established the facts so relied on.



        In rendering this opinion we have assumed, without having made any independent investigation of the facts, the following:

            (i)    the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

            (ii)   to the extent that the obligations of the Covered Guarantors may be dependent upon such matters, other than with respect to the Covered Guarantors, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms; and

            (iii)  that all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents and the Certified Organizational Documents, are true and correct as set forth therein.

        Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

              (i)    Each Covered Guarantor is a corporation validly existing and in good standing under the laws of the State.

              (ii)   As of the date of the Indenture, each Covered Guarantor had the power and authority to enter into, as of the date hereof, each covered Guarantor has the power and authority under the Certified Organizational Documents and under laws of the State to perform its obligations under the Indenture.

              (iii)  The execution, delivery and performance of the Indenture by each Covered Guarantor (i) has been duly authorized by all necessary corporate action on the part of each Covered Guarantor; and (ii) does not contravene any of the provisions of the charter or by-laws of each Covered Guarantor.

              (iv)  When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        Our opinions expressed above are limited to the law of the State, and we do not express any opinion herein concerning any other law.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

        This opinion letter is rendered to you in connection with the transactions contemplated by the Transaction Documents. This opinion letter may not be relied upon by you for any other purpose, or relied upon by any other Person, without our prior written consent.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that

2



may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

Very truly yours,
JAFFE, RAITT, HEUER & WEISS,
Professional Corporation


 

 

By:

/s/  
MARK P. KRYSINSKI      

 

 

3




QuickLinks

EX-5.17 19 a2157299zex-5_17.htm EXHIBIT 5.17
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.17

[Letterhead of Faegre & Benson LLP]

May 12, 2005

Alderwoods Group, Inc
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Suite 3500
Chicago, Illinois 60601

    Alderwoods (Minnesota), Inc.

Ladies and Gentlemen:

        We have acted as special Minnesota (the "State") counsel to Alderwoods (Minnesota), Inc., a Minnesota corporation (the "Company"), in connection with the offer by Alderwoods Group, Inc., a Delaware corporation ("Alderwoods"), to exchange (a) all of the outstanding 73/4% Senior Notes due 2012 (the "Initial Notes"), previously offered and sold pursuant to the Purchase Agreement, dated August 5, 2004 (the "Purchase Agreement"), among Alderwoods, the subsidiary guarantors, including the Company, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"), for (b) an equal principal amount of 73/4% Senior Notes due 2012 (the "Exchange Notes"), pursuant to the Registration Rights Agreement, dated August 19, 2004 (the "Registration Rights Agreement"), among Alderwoods, the Guarantors, and the Initial Purchasers. The Exchange Notes are being issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). This opinion is furnished to you in connection with the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes. Unless otherwise defined herein, terms defined in the Indenture are used herein as therein defined.

        In that connection, we have examined a counterpart of each of the following documents:

            1.     the Indenture;

            2.     the guarantee obligations of the Company in respect of the Exchange Notes contained in and constituting a part of the Indenture (the "Exchange Guarantee");

            3.     the articles of incorporation and by-laws of the Company, in each case as amended through the date hereof (the "Certified Organizational Documents"); and

            4.     resolutions adopted by the Board of Directors of the Company on July 22, 2004.

The documents described in the foregoing clauses (1) through (2) are collectively referred to herein as the "Transaction Documents".

        We have made such examination of law as we have deemed relevant and necessary as a basis for our opinions hereafter set forth.

        Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:

            1.     The Company is a corporation validly existing and in good standing under the laws of the State.


            2.     As of the date of the Indenture, the Company had the corporate power and authority to enter into, and as of the date hereof, the Company has the corporate power and authority to perform its obligations under, the Transaction Documents.

            3.     The execution and delivery by the Company of each of the Transaction Documents and the performance by the Company of its obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of the Company and (ii) will not result in any violation of the provisions of the Company's Certified Organizational Documents.

            4.     When the Registration Statement has become effective under the Securities Act and the Exchange Guarantee of the Company is duly executed and delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Company will be validly issued by the Company and will constitute a valid and binding obligation of the Company, except as may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer and conveyance or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally, and subject to general principals of equity, regardless of whether considered a proceeding in equity or at law.

        The opinions set forth above are subject to the following qualifications and exceptions:

        (a)   We have relied solely upon certificates of public officials as to the opinions set forth in clause 1 and, as to certain relevant facts, upon representations made by Alderwoods and the Company in the Transaction Documents, the Offering Memorandum (as defined in the Purchase Agreement) and the Registration Statement, upon the assumptions set forth below as to the matters referred therein, and upon certificates of officers of the Company, including, without limitation, the Officer's Certificate dated as of even date herewith and the Officer's Certificate and the Incumbency Certificate each dated as of August 19, 2004, reasonably believed by us to be appropriate sources of information, as to the accuracy of factual matters, in each case without independent verification thereof or other investigation; provided our Primary Lawyers have no Actual Knowledge concerning the factual matters upon which reliance is placed which would render such reliance unreasonable. For the purposes hereof, the term "Primary Lawyers" means lawyers in this firm who have given substantive legal attention to representation of the Company in connection with this matter, and the term "Actual Knowledge" means the conscious awareness by such Primary Lawyers of facts or other information without any other investigation.

        (b)   We express no opinion with respect to the laws of any jurisdiction other than the laws of the State of Minnesota (the "Opining Jurisdiction").

        (c)   We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of any governing law provisions contained in the Transaction Documents. Because the governing law provisions of the Transaction Documents relate to law of a jurisdiction as to which we express no opinion, the opinions given herein are given as if the internal laws of the State of Minnesota govern the Transaction Documents.

        (d)   We have relied, without investigation, upon the following assumptions: (i) natural persons who are involved on behalf of the Company have sufficient legal capacity to enter into and perform the transaction or to carry out their role in it; (ii) each party to the Transaction Documents (other than the Company) has satisfied those legal requirements that are applicable to it to the extent necessary to make the Transaction Documents enforceable against it; (iii) each party to the Transaction Documents (other than the Company) has complied with all legal requirements pertaining to its status (such as legal investment laws, foreign qualification statutes, and business activity reporting requirements, including without limitation the provisions of Minnesota statutes § 290.371) as such status relates to its rights to enforce the Transaction Documents against the Company; (iv) each document submitted to us

2



for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; (v) all statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law of the Opining Jurisdiction, are generally available (i.e., in terms of access and distribution following publication or other release) to lawyers practicing in the Opining Jurisdiction, and are in a format that makes legal research reasonably feasible; (vi) the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the Opining Jurisdiction has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity; (vii) documents reviewed by us would be enforced as written; (viii) each person who has taken any action relevant to any of our opinions in the capacity as a director or officer of the Company was duly elected or appointed to and qualified for that position and held that position at the time such action was taken; and (ix) the articles of incorporation and by-laws of the Company, and all amendments thereto, have been adopted in accordance with all applicable legal requirements.

        (e)   The opinions herein expressed are limited to the specific issues addressed and to laws existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such laws or in the interpretation thereof which may occur after the date hereof.

        (f)    Without limiting any other qualifications set forth herein, the opinions herein expressed are subject to the effect of generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness, (iii) provide that forum selection clauses in contracts are not necessarily binding on courts, (iv) limit the availability of a remedy under certain circumstances where another remedy has been elected, (v) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, (vi) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (vii) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys' fees and other costs, (viii) may permit a party who has materially failed to render or offer performance required by a contract to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or it is important under the circumstances to the aggrieved party that performance occur by the date stated in the contract, (ix) provide a time limitation after which a remedy may not be enforced; (x) may require mitigation of damages, (xi) limit the right of a creditor to use force or cause a breach of the peace in enforcing rights, (xii) relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale, (xiii) may, in the absence of a waiver or consent, discharge a guarantor to the extent that either action by a creditor impairs the value of collateral securing the guaranteed debt to the detriment of the guarantor or the guaranteed debt is materially modified, or (xiv) may limit the enforceability of provisions imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums upon acceleration or mandatory prepayment.

        (g)   With respect to our opinion in paragraph 4 above, we hereby advise you that under Minnesota law a guarantor may have the right to revoke a guaranty with respect to obligations incurred after the revocation, notwithstanding the absence of an express right of revocation in the guaranty.

3



        (h)   We have only considered the applicability of statutes, rules and regulations that a lawyer in the Opining Jurisdiction exercising customary professional diligence would reasonably recognize as being normally applicable to transactions of the type contemplated by the Transaction Documents.

        (i)    We express no opinion as to the enforceability of provisions in the Transaction Documents pursuant to which any party purports to act as attorney-in-fact for the Company.

        (j)    We express no opinion as to the enforceability of provisions of the Transaction Documents to the extent they contain any waiver of, or advance consent that has the effect of waiving, legal or equitable defenses, rights to damages, rights to counterclaim or setoff, the application of statutes of limitation, rights to notice, or the benefits of any other constitutional statutory or regulatory rights (unless and to the extent the constitution, statute or regulation explicitly allows waiver).

        (k)   We express no opinion as to the enforceability in the Transaction Documents of any "usury savings" provision.

        (l)    The opinions expressed do not address any of the following legal issues: (1) Federal securities laws and regulations administered by the Securities and Exchange Commission, state "Blue Sky" laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; (2) Federal Reserve Board margin regulations; (3) pension and employee benefit laws and regulations (e.g., ERISA); (4) the statutes and ordinances, administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level) and judicial decisions to the extent that they deal with the foregoing; (5) compliance with fiduciary duties requirements; and (6) fraudulent transfer and fraudulent conveyance laws.

        (m)  We have assumed that each Person whose performance or payment is guaranteed by the Company pursuant to the Guarantee is directly, or indirectly through other majority-owned entities, a majority-owned subsidiary of Alderwoods. We have also assumed that Alderwoods is the ultimate parent corporation of the Company.

        This opinion may not be used or relied upon by or published or communicated to any person or entity other than the addressees hereof, or used or relied upon for any purpose whatsoever other than the consummation of the transaction contemplated by the Purchase Agreement and the Transaction Documents, without our prior written consent in each instance. Notwithstanding the foregoing, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.


 

 

Very truly yours,

 

 

FAEGRE & BENSON LLP

 

 

By:

/s/  
DANIEL J. AMEN      

4




QuickLinks

EX-5.18 20 a2157299zex-5_18.htm EXHIBIT 5.18
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.18

                 [Letterhead of BUTLER, SNOW, O'MARA, STEVENS & CANNADA, PLLC]

        May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601

    Re:
    $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel for Family Care, Inc. and Stephens Funeral Fund, Inc., each a Mississippi corporation (collectively, the "Covered Guarantors), in connection with the offer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (collectively, the "Exchange Notes"), as required by the Registration Rights Agreement, dated as of August 19, 2004 (the "Registration Rights Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantors, listed on Schedule A thereto (collectively, the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Exchange Notes are being issued in exchange for those certain 73/4% Senior Notes due 2012 in the aggregate principal amount of up to $200,000,000 (collectively, the "Notes"), which were offered and sold pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the Guarantors and the Initial Purchasers. The Notes were issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized terms used in this opinion but not otherwise defined herein shall have the respective meanings given such terms in the Indenture.

        We call your attention to the fact that we do not represent the Covered Guarantors on a regular basis and that, during the fiscal year ended December 31, 2004, and to the date hereof, we represented the Covered Guarantors only in connection with the issuance of this opinion and an opinion dated August 19, 2004, and we have not been engaged for any other purposes, and there may exist matters of a legal nature which could have a bearing on the transactions contemplated by the Registration Rights Agreement and the related transactions with respect to which we have not been consulted.

        In connection with the opinions expressed herein, we have examined such documents, records, certificates of certain officers of the Covered Guarantors, certificates of public officials and matters of law as we have deemed relevant or necessary for purposes of this opinion.

        The opinions set forth herein are limited to the law of the State of Mississippi and the Federal law of the United States, and we express no opinion herein as to the law of any other jurisdiction. To the extent required by the following opinions, and notwithstanding any governing law provisions contained in the Indenture, the Guarantee or any of the other documents executed in connection with the Registration Rights Agreement, we have assumed that the courts will apply the laws of the State of Mississippi to the interpretation, construction and enforcement of such documents. Our opinion set forth in Section 1 below with respect to the valid existence of the Covered Guarantors is based solely upon certificates to such effect issued by the Secretary of State of Mississippi and such opinion is limited to the meaning ascribed to such certificates by the Secretary of State of Mississippi.



        Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    Each Covered Guarantor is a corporation validly existing under the laws of the State of Mississippi (the "State").

    2.
    As of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof each of the Covered Guarantors has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution and delivery of the Indenture and the performance by each Covered Guarantor of its obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of each Covered Guarantor; and (ii) will not result in any violation of the provisions of the articles of incorporation or by-laws of either Covered Guarantor.

    4.
    When the Registration Statement (as defined below) has become effective under the Securities Act and the Guarantees of the Exchange Notes of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Guarantee of the Exchange Notes of each Covered Guarantor will constitute a valid and binding obligation of such Covered Guarantor, except to the extent that enforceability (a) may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting generally the rights or remedies of creditors or secured parties or the obligations of debtors and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and except to the extent that certain remedies, waivers and other provisions of the Guarantee may not be enforceable, but such unenforceability will not render the Guarantee invalid as a whole or preclude the judicial enforcement of the obligation of such Covered Guarantor to repay the principal, together with interest thereon, as provided in the Exchange Note (to the extent not deemed a penalty).

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

        This opinion is rendered solely to the addressees hereof in connection with the closing of the transactions contemplated by the Registration Rights Agreement and the transactions contemplated thereby and may not be relied upon by any other person for any other purpose without our prior written consent.

    Very truly yours,

 

 

BUTLER, SNOW, O'MARA, STEVENS & CANNADA, PLLC

 

 

By:

/s/  
BENJAMIN W. ROBERSON          
Benjamin W. Roberson, Member

2




QuickLinks

EX-5.19 21 a2157299zex-5_19.htm EXHIBIT 5.19
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.19

G. ANDREW ADAMEK
CHAD E. ADAMS
KIMBERLY A. BEATTY
SARA S. BERG
LEO BERRY
BRAND G. BOYAR
KATHARINE S. DONNELLEY
MARK D. ETCHART
OLIVER H. GOE
AIMEE GRMOLJEZ
J. DANIEL HOVEN
  Mailing Address
POST OFFICE BOX 1697
HELENA, MONTANA 59624
TELEPHONE (406) 443-6820
bkbh@bkbh.com
Street Address
139 NORTH LAST CHANCE GULCH
HELENA, MONTANA 59601
TELEFAX (406) 443-6883
www.bkbh.com
  STANLEY T. KALECZYC
KATI G. KINTLI
CATHERINE A. LAUGHNER
DAVID M. MCLEAN
CRAIG M. MUNGAS
MARK R. TAYLOR
W. JOHN TIETZ
TREVOR L. UFFELMAN
STEVEN T. WADE
LEO S. WARD
  
ED BARTLETT: Of Counsel
R. STEPHEN BROWNING: Retired

[BROWNING, KALECZYC, BERRY AND HOVEN, P.C. LOGO]

May 12, 2005

Alderwoods Group, Inc.
311 Elm St., Ste. 1000
Cincinnati, OH 45202

Jones Day
77 West Wacker Dr.
Chicago, IL 60601

    Re:
    Exchange Offer of $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel for Alderwoods (Montana), Inc., a Montana corporation (the "Covered Guarantor), in connection with the offer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Senior Notes"), pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Notes were issued pursuant to the Indenture, dated August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee").

        As part of the issuance of the Senior Notes, the company executed a Registration Rights Agreement pursuant to which it is obliged to conduct an Exchange Offer to exchange all of the outstanding Senior Notes for an equal principal amount of notes that are registered under the Securities Act of 1933 as amended (the "Exchange Notes"). This opinion is furnished to you with respect to the Covered Guarantor's obligations under the Indenture with respect to the Exchange Notes. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Purchase Agreement and the Registration Rights Agreement.

        In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

        The Covered Guarantor is a corporation validly existing and in good standing under the laws of the State of Montana.

1



            1.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

            2.     The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the Articles of Incorporation and Bylaws of such Covered Guarantor.

            3.     When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantor are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

        We are members of the bar of the State of Montana. The law covered by the opinion expressed herein is limited to the law of the State of Montana.

    Very truly yours,

 

 

BROWNING, KALECZYC, BERRY & HOVEN, P.C.

 

 

By:

 

/s/  
KATHARINE S. DONNELLEY      

2




QuickLinks

EX-5.20 22 a2157299zex-5_20.htm EX-5.20
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.20

[Letterhead of Lionel Sawyer & Collins]

May 12, 2005

Alderwoods Group Inc. 311 Elm Street
Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive, Suite 3500
Chicago, IL 60601

      Re:
      Registration of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special Nevada counsel for Alderwoods (Nevada) Inc., a Nevada corporation (the "Covered Guarantor"), in connection with the registration by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Exchange Notes"), pursuant to a registration statement on Form S-4 (the "Registration Statement") filed under the provisions of the Securities Act of 1933 (the "Securities Act"). The Exchange Notes are issued pursuant to an exchange offer (the "Exchange Offer") to exchange all of the outstanding notes issued on August 19, 2004 pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture.

        In rendering this opinion we have examined the following:

    1.
    The Indenture;

    2.
    The Exchange Guarantee to be issued by Covered Guarantor;

    3.
    The Registration Statement.

        In addition, we have examined originals or copies of such other corporate records of the Covered Guarantor, certificates of public officials and of officers of the Covered Guarantor and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Indenture, the Exchange Guarantee, the Registration Statement.

        In our examination of the documents referred to above, we have assumed the due execution and delivery of each of the documents referred to above by all parties thereto, other than the Covered Guarantor, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all matters contained therein.

        Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

            1.     The Covered Guarantor is a corporation and is validly existing as a corporation in good standing under the laws of the State of Nevada (the "State").

            2.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof, the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.



            3.     The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by the Covered Guarantor and (ii) does not contravene any provision of the articles of incorporation or bylaws of the Covered Guarantor.

            4.     When the Registration Statement has become effective under the Securities Act and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the Exchange Offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by the Covered Guarantor and if it were governed by the laws of the State of Nevada, would be valid and binding, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium and similar laws affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). We express no opinion as to the effectiveness of any provision directly or indirectly requiring that any consent, modification, amendment or waiver be in writing.

        Nothing herein shall be deemed an opinion as to the laws of any jurisdiction other than the State.

        This opinion is intended solely for the use of the addressees in connection with the Exchange Notes. It may not be relied on for any other purpose, or reproduced or filed publicly by any person, without the written consent of this firm. Notwithstanding the foregoing, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.


 

 

Very truly yours,

 

 

LIONEL SAWYER & COLLINS

 

 

By:

/s/  
LIONEL SAWYER & COLLINS      

2




QuickLinks

EX-5.21 23 a2157299zex-5_21.htm EXHIBIT 5.21
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.21

[Letterhead of McLane, Graf, Raulerson & Middleton]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, OH 45202

Jones Day
77W Wacker Drive
Suite 3500
Chicago, IL 60601

      Re:
      New Hampshire Opinion—St. Laurent Funeral Home, Inc.; Robert Douglas Goundrey Funeral Home, Inc.; ZS Acquisition, Inc.

Ladies and Gentlemen:

        We have acted as special New Hampshire counsel to St. Laurent Funeral Home, Inc., a New Hampshire corporation, Robert Douglas Goundrey Funeral Home, Inc., a New Hampshire corporation, and ZS Acquisition, Inc. a New Hampshire corporation, (St. Laurent Funeral Home, Inc., Robert Douglas Goundrey Funeral Home, Inc. and ZS Acquisition, Inc. are collectively referred to as the "Covered Guarantors") in connection with the registration under the Securities Act of 1933, as amended, (the "Securities Act") of certain notes (the "Exchange Notes") that will be offered by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company") in exchange for all outstanding 73/4% Senior Notes due 2012 that were issued on August 19, 2004 under Rule 144A pursuant to the Purchase Agreement, dated as of August 5, 2004, (the "Purchase Agreement") among the Company, the Covered Guarantors, and others. This opinion is furnished to you in connection with the preparation of the registration statement of the Company on Form S-4 relating to the Exchange Notes. Capitalized terms used in this opinion but not otherwise defined herein are defined as provided in the Purchase Agreement.

        In preparation of this opinion we have examined a counterpart of each of the following documents:

    1.
    The Offering Memorandum.

    2.
    The Indenture.

    3.
    The Purchase Agreement.

    4.
    The Registration Rights Agreement.

    5.
    The Subsidiary Guarantee, dated as of August 19, 2004.

    6.
    Unanimous Written Consent of Certain Subsidiaries of Alderwoods Group, Inc., dated as of July 22, 2004.

    7.
    The Restated Articles of Incorporation and Bylaws of each Covered Guarantor

    8.
    Certificates of Existence for St. Laurent Funeral Home, Inc. and Robert Douglas Goundrey Funeral Home, Inc. issued by the New Hampshire Secretary of State dated April 18, 2005.

    9.
    Certificate of Existence for ZS Acquisition, Inc. issued by the New Hampshire Secretary of State dated April 28, 2005.

    10.
    Officer's Certificate of Certain Subsidiaries of Alderwoods Group, Inc. dated as of the date hereof.

        The documents described in the forgoing clauses 2 through 5 are collectively referred to as the "Transaction Documents." The documents described in the foregoing clauses 7 through 9 are collectively referred to as the "Certified Organizational Documents."

        We have assumed without independent verification that the information furnished us by the Covered Guarantors in the above documents is accurate, although nothing has come to our attention which would suggest that any such certificate, warranty, representation or information is inaccurate or incomplete in any material respect. We have not conducted any independent outside review of agreements, contracts, indentures, instruments, orders, judgments, rules, regulations, writs, injunctions or decrees by which any of the Covered Guarantors or any of their property may be bound, nor have we made any outside independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against any of the Covered Guarantors.

        In all our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents purporting to be originals, and the conformity to the originals of all documents submitted to us as conformed or photostatic copies, which facts we have not independently verified. We have assumed, and we have no information to the contrary, that the information contained in the documents we have reviewed is accurate, and we have not independently verified such information.

        We have also assumed that the transactions contemplated by the Transaction Documents have been duly authorized by each of the parties to it other than the Covered Guarantors, that each of the documents has been duly executed and delivered by each of the other parties to them, that each of the other parties has the power and authority to execute and deliver each of the documents, and that each constitutes a legal, valid and binding agreement of each of the other parties, subject, if at all, to the Enforceability Qualification defined below.

        We are members of the Bar of the State of New Hampshire, and we express no opinion as to matters involving the laws of any jurisdiction other than the State of New Hampshire. This opinion is limited to the effect of the laws (including administrative and judicial interpretations) of the State of New Hampshire, as they existed on the date of this letter and to the facts bearing upon the opinions below as they existed on the date of this letter, and we expressly disclaim any obligation or undertaking to update or modify the opinions below as a consequence of any future changes in the applicable laws or in the facts bearing upon those opinions. Certain Transaction Documents provide that they shall be governed by the laws of the State of New York. Accordingly, for purposes of this opinion, we have assumed with your permission that New York law is identical in all respects to New Hampshire law.

        Based on the foregoing we are of the opinion that:

    1.
    Each of the Covered Guarantors is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Hampshire.

    2.
    As of August 19, 2004, the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and, as of the date hereof, has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of the Indenture by each Covered Guarantor (i) have been authorized by all necessary corporate action by such Covered Guarantor and (ii) do not contravene any provision of the Certified Organizational Documents of such Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act and the guarantee obligations of the Covered Guarantors with respect to the Exchange Notes (the "Exchange Guarantees") are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor, enforceable subject to (a) bankruptcy, insolvency, reorganization and similar laws of general application affecting the rights and remedies of creditors and secured parties; (b) the discretion of the court before which any proceeding for specific performance, injunctive relief

      or any other equitable remedy may be brought; (c) statutory or decisional law concerning recourse by creditors to security in the absence of or due to insufficient notice or hearing; (d) unenforceability in whole or in part for reasons of public policy; (e) and defenses based upon the adequacy of consideration for the Exchange Guarantee (the "Enforceability Qualification").

        This opinion letter is limited to the specific legal matters expressly set forth herein, and no opinion is expressed or implied with respect to any matter not expressly stated herein. The above opinions are solely for the benefit of the parties to whom this letter is addressed, and this letter is not to be quoted or otherwise referred to nor furnished to any other person, without our prior written consent. No person other than you shall be entitled to rely on the opinions expressed in this letter.

        We hereby consent to the filing of this letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") in connection with the issuance of the Company's Exchange Notes, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. However, this opinion and our consent to its inclusion with the Registration Statement to be filed with the Commission does not constitute acknowledgment that we are "experts" whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.


 

 

Very truly yours,

 

 

McLANE, GRAF, RAULERSON & MIDDLETON
PROFESSIONAL ASSOCIATION

 

 

By:

/s/  
PETER B. ROTCH      



QuickLinks

EX-5.22 24 a2157299zex-5_22.htm EXHIBIT 5.22
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.22

Landry & Ludewig, L.L.P.
Attorneys at Law
1007 Marquette NW
Albuquerque, New Mexico 87102
Tel (505) 243-6100 Fax (505) 243-8255

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive, Suite 3500
Chicago, IL 60601

    Re:
    Alderwoods (New Mexico), Inc.
    Exchange Offer $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special New Mexico counsel for Alderwoods (New Mexico), Inc., a New Mexico corporation (the "Covered Guarantor"), in connection with the preparation of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission under the Securities Act of 1933 (the "Registration Statement") by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), and the issuance by the Company of up to $200,000,000 aggregate principal amount of 73/4% senior notes due 2012 (the "Senior Exchange Notes"), in exchange for certain original 73/4% senior notes (the "Original Senior Notes") due 2012 issued and sold pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange Offer") in accordance with the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Indenture.

        In connection with the opinions expressed herein, we have examined copies of the following documents. The documents described in clauses 1 through 5 below are collectively referred to as the "Transaction Documents":

            1.     Indenture;

            2.     Purchase Agreement;

            3.     Registration Rights Agreement by and among Alderwoods Group, Inc., the Guarantors listed on Schedule A thereto, and Banc of America Securities, LLC and Morgan Stanley & Co. Incorporated, dated as of August 19, 2004;

            4.     Guarantee of Alderwoods (New Mexico), Inc., with respect to the Senior Exchange Notes, in draft form substantially similar to Exhibit D of the Indenture (the "Exchange Guarantee of the Covered Guarantor");

            5.     Articles of incorporation and by-laws of the Covered Guarantor, certified by the Chairman and Bureau Chief of the Public Regulations Commission of the State of New Mexico (the "State") and certified to us by an officer of the Covered Guarantor as being complete and



    correct and in full force and effect on the date hereof and, in each case, as amended through the date hereof (the "Certified Organizational Documents");

            6.     Certificate of good standing issued by the Chairman and Bureau Chief of the Public Regulation Commission of the State (the "Certificate of Good Standing");

            7.     Certificate of a Responsible Officer of the Covered Guarantor (the "Responsible Officer Certificate");

            8.     Certificate of resolutions of the Covered Guarantor authorizing the terms of the transaction contemplated by the Transaction Documents and the execution and delivery of the Transaction Documents by an officer of Covered Guarantor (the "Certificate of Authority").

        As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Transaction Documents and the above listed certificates of public officials and officers of the Company. We have not independently established the facts so relied on.


ASSUMPTIONS

        In rendering this opinion we have assumed, with your permission and without having made any independent verification, the following:

            1.     the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies, the conformity of the executed original of the Exchange Guarantee of the Covered Guarantor to the draft form delivered to us as TRDOCS01/69862, and the authenticity and delivery of the signed originals of such documents;

            2.     to the extent that the obligations of Covered Guarantor may be dependent upon such matters, other than with respect to Covered Guarantor, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

            3.     that all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein; and

            4.     the correctness and accuracy of all facts set forth in all certificates identified in this opinion both at the time of the execution of this opinion and when the Exchange Guarantee of the Covered Guarantor is executed and delivered.

            5.     that the Exchange Guarantee of the Covered Guarantor will be duly executed by an authorized officer of the Covered Guarantor pursuant to the Certificate of Authority.

OPINIONS

        On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the qualifications in this opinion, we are of the opinion that:

            1.     The Covered Guarantor is a corporation and is validly existing as a corporation in good standing under the laws of the State.

2


            2.     As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof the Covered Guarantor has the corporate power and authority to perform, its obligations under the Indenture.

            3.     The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by the Covered Guarantor and (ii) does not contravene any provision of the articles of incorporation or by-laws of the Covered Guarantor.

            4.     When the Registration Statement has become effective under the Securities Act of 1933 and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the Exchange Offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by the Covered Guarantor and will constitute a valid and binding obligation of the Covered Guarantor.

Qualifications

        Our opinions expressed above are subject to the following qualifications:

              (a)   Our opinion in paragraph 1 above is given solely in reliance upon the Certified Organizational Documents and Certificate of Good Standing.

              (b)   Our opinions in paragraph 2 above are given solely in reliance upon the Certified Organizational Documents, Certificate of Good Standing, and the Certificate of Authority.

              (c)   Our opinions in paragraph 3 are given solely in reliance upon:

                (i)    the representations and warranties contained in the Transaction Documents;

                (ii)   the Certified Organizational Documents;

                (iii)  the Certificate of Good Standing;

                (iv)  the Certificate of Authority; and

                (v)   State law; and

              (d)   Our opinions herein are limited to the law of the State, and we do not express any opinion herein concerning any other law.

              (e)   We express no opinion herein concerning compliance of the Transaction Documents, the Registration Statement, or the Covered Guarantor with:

                (i)    laws, rules, or regulations applicable specifically to funeral homes, cemeteries and crematoria; or

                (ii)   state securities or "blue sky" laws, the rules and regulations of the National Association of Securities Dealers, Inc., the Securities Act of 1933, the Securities Exchange Act of 1934, or the Trust Indenture Act of 1939.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Exchange Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. This opinion letter may not be relied upon by you or anyone else for any other purpose, or relied upon by any other persons, without our prior written consent.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change

3



may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

    Sincerely,

 

 

LANDRY & LUDEWIG, L.L.P.

 

 

By:

/s/  
MARGARET LUDEWIG      

4




QuickLinks

ASSUMPTIONS
EX-5.23 25 a2157299zex-5_23.htm EXHIBIT 5.23
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.23

The Law Offices of

GARY W. SWINDELL

227 West Trade Street, Suite 2030
Charlotte, North Carolina 28202
Telephone: 704-376-1390
Fax: 704-376-1391

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

      Re:
      Alderwoods Group, Inc.

Ladies and Gentlemen:

        We have acted as special North Carolina (the "State") counsel to Alderwoods (North Carolina), Inc., a North Carolina corporation ("ANC"), Carothers Holding Company, Inc., a North Carolina corporation ("Carothers"), Lineberry Group, Inc., a North Carolina corporation ("Lineberry"), MFH, L.L.C., a North Carolina limited liability company ("MFH"), Reeves, Inc., a North Carolina corporation ("Reeves"), and Westminster Gardens, Inc., a North Carolina corporation ("Westminster")(ANC, Carothers, Lineberry, MFH, Reeves and Westminster are referenced herein individually as a "Covered Guarantor" and collectively as the "Covered Guarantors", and ANC, Carothers, Lineberry, Reeves, and Westminster are collectively referenced as the "Corporate Covered Guarantors"), in connection with the offer for exchange (the "Exchange Offer") by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of $200,000,000.00 aggregate principal amount of 73/4% Senior Notes due 2012 (the "144A Notes"), for an equal amount of notes (the "Exchange Notes") that are registered under the Securities Act of 1933 (the "Securities Act") pursuant to that certain United States Securities and Exchange Commission (the "Commission") Form S-4 Registration Statement (the "Registration Statement") to be filed by the Company with the Commission. The Exchange Notes are to be guaranteed by the Covered Guarantors (such guarantee of the Exchange Notes is referenced herein as the "Exchange Guarantee").

I. DOCUMENTS REVIEWED

        In our capacity as such counsel, we have examined originals, or copies identified to our satisfaction as being true copies of such records, documents or other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including such corporate or limited liability company records and documents of the Covered Guarantors and such certificates of public officials and officers or the member, as applicable, of the Covered Guarantors as we have deemed necessary or appropriate for purposes of this opinion. These records, documents and instruments also included execution copies or counterparts of the following documents:

    A.    Corporate or Organizational Documents:

        1.     The Articles of Restatement of the Articles of Incorporation of: (i) ANC, filed with the North Carolina Department of The Secretary of State on December 11, 2001 (the "ANC Articles"); (ii) Carothers, filed with the North Carolina Department of The Secretary of State on December 18, 2001 (the "Carothers Articles"); (iii) Lineberry, filed with the North Carolina Department of the Secretary of State on December 11, 2001 (the "Lineberry Articles"); (iv) Reeves, filed with the North


Carolina Department of The Secretary of State on December 11, 2001 (the "Reeves Articles"); and (v) Westminster, filed with the North Carolina Department of The Secretary of State on December 19, 2001 (the "Westminster Articles") (the ANC Articles, the Carothers Articles, the Lineberry Articles, the Reeves Articles and the Westminster Articles are sometimes collectively referenced herein as the "Restated Articles"), in each case, as amended through the date hereof;

        2.     The Articles of Merger of ANC, filed with the North Carolina Department of The Secretary of State on January 7, 2002 with respect to its merger with Cumberland Memorial Gardens, Inc., DVTL Holdings, Inc., EDCB Holdings, Inc., EGMC Holdings, Inc., FRVW Holdings, Inc., HDVG Holdings, Inc., Lineberry Cemetery Corporation, PMLC Holdings, Inc., RCMC Holdings, Inc., RSLN Holdings, Inc., STNL Holdings, Inc., and WSTL Holdings, Inc (such Articles of Merger are referenced herein as the "ANC Articles of Merger").

        3.     The Articles of Merger of Carothers, filed with the North Carolina Department of The Secretary of State on December 30, 1994 with respect to its merger with Biggs Funeral Home, Inc., Biggs-Prevatte Funeral Home of Fairmont, Inc., Biggs-Prevatte Fundral Home of Lumberton, Inc., Bunch-Johnson Funeral Home, Inc., Carpenter's Funeral Home, Inc., Carothers Funeral Homes, Inc., Garrett's Funderal Homes, Inc., Gaskins Funeral Home, Inc., McNeill Funeral Home, Inc., Mackie-Gentry Funeral Home, Inc., Raleigh Cremation Services, Inc., Sisk-Butler Funeral Home, Inc., The Forest Lawn Company, and Wilson Holding Company (such Articles of Merger are referenced herein as the "Carothers Articles of Merger").

        4.     The Articles of Merger of Lineberry, filed with the North Carolina Department of The Secretary of State on December 29, 1994 with respect to its merger with Bladen Memorial Gardens, Inc., Carter Funeral Home, Inc., Guilford Memorial Park, Inc., Hanes Funeral Home, Incorporated, Lewis Funeral Home, Inc., and Loflin Funeral Home of Liberty, Inc. (such Articles of Merger are referenced herein as the "Lineberry Articles of Merger").

        5.     The Articles of Organization of MFH, filed with the North Carolina Department of The Secretary of State on February 27, 2002 (the "Articles of Organization"), as amended through the date hereof (the Restated Articles, the ANC Articles of Merger, the Carothers Articles of Merger, the Lineberry Articles of Merger, and the Articles of Organization are collectively referenced herein as the "Formation Documents").

        6.     The Bylaws of all of the Corporate Covered Guarantors, certified as of the date hereof, as true, accurate and complete by an officer of the Company (collectively, the "Bylaws").

        7.     The Operating Agreement of MFH, dated as of February 27, 2002, and certified as of the date hereof as true, accurate and complete by an officer of the Company (the "Operating Agreement")(the Formation Documents, the Bylaws and the Operating Agreement are sometimes collectively referenced herein as the "Constituent Documents").

        8.     Officer's Certificate, dated as of the date hereof (the "Certificate"), attaching thereto as Exhibit C certain resolutions of the Board of Directors or the member, as applicable, of each Covered Guarantor and authorizing such of the Exchange Guarantees (defined below) as to which each of the Covered Guarantors is a party (the resolutions contained therein for each of the Corporate Covered Guarantors are collectively referenced herein as the "Corporate Resolutions", the resolutions contained therein for MFH are referenced herein as the "Company Resolutions", and the Corporate Resolutions and the Company Resolutions are sometimes jointly referenced herein as the "Resolutions").

        9.     Those six (six) certain Certificates of Existence, each dated April 18, 2005 and issued by the State of North Carolina Department of The Secretary of State for each of the Covered Guarantors (collectively, the "Certificates of Existence").

        10.   Incumbency Certificate of the Secretary of Certain Subsidiaries of Alderwoods Group, Inc., dated August 19, 2004 (the "Incumbency Certificate").



    B.    Transactional Documents:

        1.     Indenture (the "Indenture"), dated as of August 19, 2004 (the "Effective Date"), among the Company, the Guarantors listed in Schedule I thereto (inclusive of the Covered Guarantors) and Wells Fargo Bank, National Association, as trustee.

        2.     Registration Rights Agreement (the "Registration Rights Agreement"), dated as of the Effective Date, among the Company, the Guarantors listed in Schedule A thereto (inclusive of the Covered Guarantors), Banc of America Securities LLC and Morgan Stanley & Co. Incorporated.

The Indenture, the Registration Rights Agreement and the Exchange Guarantees are collectively referenced herein as the "Transactional Documents."

II. Opinions

        BASED UPON OUR REVIEW OF THE CONSTITUENT DOCUMENTS, THE RESOLUTIONS, THE CERTIFICATES OF EXISTENCE, THE INCUMBENCY CERTIFICATE AND THE TRANSACTIONAL DOCUMENTS, AND UPON SUCH OTHER INVESTIGATION AS WE HAVE DEEMED NECESSARY, WE ARE OF THE OPINION THAT:

        1.     Each Corporate Covered Guarantor is a corporation that is validly existing as a corporation in good standing under the laws of the State. MFH is a limited liability company that is validly existing as a limited liability company in good standing under the laws of the State.

        2.     As of the Effective Date, each Corporate Covered Guarantor had the corporate power and authority to enter into, and, as of the date hereof, each Corporate Covered Guarantor has the corporate power and authority to perform its obligations under, the Indenture. As of the Effective Date, MFH had the limited liability company power and authority to enter into, and, as of the date hereof, MFH has the limited liability company power and authority to perform its obligations under, the Indenture.

        3.     The execution., delivery and performance of the Indenture by each of the Covered Guarantors: (i) had been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of each Covered Guarantor; and (ii) did not contravene any provision of the Constituent Documents.

        4.     Assuming no modification of the Constituent Documents between the Effective Date and the date that the Registration Statement becomes effective under the Securities Act, then when the Registration Statement has become effective under the Securities Act and the Exchange Guarantee is delivered in accordance with the terms of the Exchange Offer set forth in the Registration Statement, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

III.    Qualifications

        The opinions expressed above are subject to the following qualifications:

        (a)   The opinion set forth in Section 4, above, relating to the validity and binding obligations of the Covered Guarantors may be limited by: (i): bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium and other state and federal laws relating to or affecting the rights of the creditors generally; and (ii) general principles of equity and to considerations of public policy.

        (b)   We express no opinion as to the execution or enforceability of the Exchange Guarantees.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.



        Our opinions expressed above are limited to the law of the State and the federal law of the United States of America, and we do not express any opinion herein concerning any other law.

        This opinion letter speaks only as of the date hereof (except that the opinion express in Paragraph 1, above, is rendered as of the date of the Certificates of Existence). We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter (or after the date of the Certificates of Existence, as applicable) even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.


 

 

Very truly yours,

 

 

THE LAW OFFICES OF GARY W. SWINDELL

 

 

 

 

 

 

By:

/s/  
THE LAW OFFICES OF GARY W. SWINDELL      



QuickLinks

EX-5.24 26 a2157299zex-5_24.htm EXHIBIT 5.24
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.24

ANDREWS [LOGO] DAVIS


A PROFESSIONAL CORPORATION
Attorneys & Counsellors at Law
100 North Broadway, Suite 3300 • Oklahoma City, Oklahoma 73102-8812
405.272.9241 • fax 405.235.8786 • andrewsdavis.com
[LOGO] MERITAS LAW FIRMS WORLDWIDE

J. EDWARD BARTH
KENNIS M. BELLMARD II
C. TEMPLE BIXLER
JAMES F. DAVIS
  ALAN C. DURBIN
JOHN F. FISCHER
TIMOTHY M LARASON
  D. JOE ROCKETT
ANNE E. ZACHRITZ
DANA M. DEERE
VALERIE R. DEVOL
  MATTHEW H. GRIFFITH
JENNIFER HENSHAW MCBEE
JENNIFER B. SCOTT
LEIF E. SWEDLOW
  SENIOR COUNSEL
ROBERT B. MILSTEN
  L. KARLTON MOSTELLER
(1895-1966)
    MARK H. PRICE           OF COUNSEL
LYNN O. HOLLOMAN
STEPHEN. J. MORIARTY
  JOHN C. ANDREWS
(1926-2001)
                LEROY J. PATTON   MONA S. LAMBIRD
(1938-1999)
    WRITER'S DIRECT CONTACT:
405.235.8729
           

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
West Wacker Drive, Suite 3500
Chicago, Illinois 60601

    Re:
    $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We acted as special local counsel for Alderwoods (Oklahoma), Inc., an Oklahoma corporation (the "Covered Guarantor") and issued our opinion dated August 19, 2004, in connection with the offer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Notes"), pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Notes were issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantor and Wells Fargo Bank, N.A., as trustee (the "Trustee").

        This opinion is furnished to you in connection with an exchange offer by the Company to exchange all of the Notes for an equal principal amount of promissory notes to be registered under the Securities Act of 1933 (the "Exchange Notes") and issued pursuant to the Indenture and Registration Rights Agreement among the Company, Guarantors and Initial Purchasers dated August 19, 2004 (the "Registration Rights Agreement"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Purchase Agreement.

        In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Indenture, the Purchase Agreement, the Registration Rights Agreement and the documents evidencing the Guarantee



entered into by the Covered Guarantor (collectively, the "Transaction Documents"). In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, and the due execution of the Transaction Documents by, and the enforceability of the Transaction Documents against, the parties thereto other than the Covered Guarantor. Whenever this opinion refers to matters within our "knowledge," such reference is limited to (1) facts within our actual knowledge and (2) facts represented to us in a certificate of an officer of the Covered Guarantor (the "Officer's Certificate"). As to factual matters, we have relied on the Officer's Certificate and the representations and warranties of the Company and the Initial Purchasers contained in the Purchase Agreement. We have made no other inquiry or investigation as to factual matters. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1.
The Covered Guarantor is a corporation validly existing as a corporation and in good standing under the laws of the State of Oklahoma (the "State").

2.
As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof, the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

3.
The execution, delivery and performance of the Indenture by the Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor; and (ii) does not contravene any provision of the Articles of Incorporation and Bylaws of the Covered Guarantor.

4.
When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantor are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        The opinions herein are limited to the laws of the State of Oklahoma and the federal law of the United States. We call your attention to the fact that the Transaction Documents purport to be governed by the laws of the State of New York. For purposes of the opinions expressed herein, we have assumed, with your permission, that the law of the State of New York is identical to the law of the State of Oklahoma. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any law, rule or regulation of any other jurisdiction, court or administrative agency.

        We further disclaim any opinion as to the application or impact of any federal or state securities law, rule or regulation with respect to the issuance, offer and sale of the Notes, the Exchange Notes and Guarantee.

        This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. Except as expressly set forth herein, this opinion is being provided solely for the purpose of complying with the requirements of Securities and Exchange Commission Form S-4, is being rendered solely for the benefit of the addressees hereof, may not be used or relied upon for any other purpose, relied upon by another party, or filed with or disclosed to any governmental authority other than a court in connection with the enforcement or protection of the rights or remedies of the Initial Purchasers under the Purchase Agreement, without our prior written consent.

2



        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement in connection with the issuance of the Exchange Notes, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

ANDREWS DAVIS,
A Professional Corporation

 

 

By:

/s/  
ANDREWS DAVIS, P.C.      

3




QuickLinks

EX-5.25 27 a2157299zex-5_25.htm EXHIBIT 5.25
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.25

         [Letterhead of STOEL RIVES LLP]

        May 12, 2005

Alderwoods Group, Inc.
259 Yorkland Road
Toronto, Ontario
Canada M25 582

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

    Re:
    Exchange Offer for $200,000,000 of 73/4% Senior Notes due 2012; Alderwoods (Oregon), Inc., The Portland Memorial, Inc., Universal Memorial Centers I, Inc., Universal Memorial Centers II, Inc., Universal Memorial Centers III, Inc.

        We have acted as special local counsel for Alderwoods Group, Inc., a Delaware corporation ("Alderwoods") and direct or indirect parent of Alderwoods (Oregon), Inc., The Portland Memorial, Inc., Universal Memorial Centers I, Inc., Universal Memorial Centers II, Inc., and Universal Memorial Centers III, Inc., each, an Oregon corporation (each, a "Covered Guarantor" and together, the "Covered Guarantors"), in connection with the offer and sale by Alderwoods of up to $200,000,000 aggregate principal amount of registered 73/4% Senior Notes due 2012 (the "Exchange Notes") in exchange for $200,000,000 aggregate principal amount of registered 73/4% Senior Notes due 2012 (the "Original Notes") pursuant to the Registration Rights Agreement, dated as of August 19, 2004 (the "Registration Rights Agreement"), by and among Alderwoods and the guarantors, including the Covered Guarantors (the "Guarantors"), listed on Schedule A to the Registration Rights Agreement, and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Exchange Notes are being issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Unless otherwise indicated, capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

        This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord of the ABA Section of Business Law (1991) (the "Accord"). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this opinion letter should be read in conjunction therewith.

        In connection with this opinion letter, we have reviewed the following documents:

    (i)
    the Indenture, including the Note Guarantee;

    (ii)
    the Registration Rights Agreement; and

    (iii)
    the Registration Statement on Form S-4 (the "Registration Statement"), to be filed with United States Securities and Exchange Commission ("SEC") on or about the date hereof, and the prospectus (the "Prospectus") included therein.

        In addition, we have examined the originals, or copies identified to our satisfaction, of certificates of public officials, certificates of officers of each Covered Guarantor, and instruments and other documents we deemed necessary as the basis for the opinions expressed below.



        Based on the foregoing, it is our opinion that:

            (1)   Each Covered Guarantor is a corporation validly existing under the laws of the state of Oregon.

            (2)   As of the date of the Indenture, each Covered Guarantor had the corporate power and corporate authority to execute and deliver the Indenture and, as of the date hereof, each Covered Guarantor has the corporate power and corporate authority to perform its obligations under the Indenture.

            (3)   The execution and delivery of the Indenture by each Covered Guarantor and the performance by each Covered Guarantor of its obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of such Covered Guarantor and (ii) does not violate any provision of the articles of incorporation or bylaws of such Covered Guarantor.

            (4)   When the Registration Statement has become effective under the Securities Act and the Note Guarantee of each of the Covered Guarantors is delivered in accordance with the terms of the exchange offer and the Indenture, the Note Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        The General Qualifications (as defined in Section 11 of the Accord), including the Bankruptcy and Insolvency Exception, the Equitable Principles Limitation and the Other Common Qualifications (each as defined in the Accord) apply to the opinions set forth in opinion paragraph (4) above. In addition, we express no opinion as to the enforceability or effectiveness of any power of attorney granted in the Indenture or the Note Guarantees.

        We are qualified to practice law in the state of Oregon and we do not express any opinions in this letter concerning any law other than the internal laws of the state of Oregon.

        This opinion letter is intended solely for your information in connection with the exchange offer contemplated by the Registration Statement. Accordingly, neither this letter nor the legal opinions expressed herein are to be relied upon by any other person or entity, or for any other purpose, or used, circulated, quoted in whole or in part or otherwise referred to in any document or (except as required by judicial or administrative process or by other requirements of law) filed with any governmental or other administrative agency or other person or by any other person or entity or for any other purpose whatsoever, except to the extent authorized in the Accord or the next paragraph of this letter, without in each instance our express, prior written consent.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the SEC in connection with the issuance of the Exchange Notes, and to the reference to us under the caption "Legal Matters" in the Prospectus.

        This opinion letter and the opinions contained herein are as of the date set forth above, and we do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect our legal opinions expressed herein.

    Very truly yours,

 

 

STOEL RIVES LLP

 

 

By:

/s/  
STOEL RIVES LLP      
     

2




QuickLinks

EX-5.26 28 a2157299zex-5_26.htm EXHIBIT 5.26
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.26


[Letterhead of Kozloff Stoudt, Professional Corporation]

May 12, 2005

Alderwoods Group, Inc.,
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Dr.
Chicago, Illinois 60601

      Re:
      Exchange of $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special Pennsylvania (the "State") counsel for Alderwoods (Pennsylvania), Inc., Bright Undertaking Company, H. Samson, Inc., Knee Funeral Home of Wilkinsburg, Inc., Nineteen Thirty-Five Holdings, Inc. and Oak Woods Management Company, each a Pennsylvania corporation (collectively, the "Covered Guarantors"), in connection with the exchange offer (the "Exchange Offer") by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), with respect to up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Notes"), pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantors, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Notes are being guarantied by the Covered Guarantors pursuant to the Indenture dated August 19, 2004, among the Company, the Covered Guarantors and Wells Fargo Bank, N./A. as trustee (the "Exchange Guarantee"). This Opinion is furnished in connection with the Registration Statement filing described below. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Purchase Agreement.

        In connection with the opinions expressed herein, we have examined the Purchase Agreement, Exchange Guarantee,the Indenture and the Registration Statement (collectively, the "Transaction Documents"). Additionally, with respect to each Covered Guarantor, we have examined copies of each of the following documents identified to us by Jones Day to our satisfaction as being copies that conform to the originals:

            1.     Its articles of incorporation;

            2.     Its bylaws;

            3.     A subsistence certificate issued by the Pennsylvania Department of State;

            4.     A unanimous written consent of its board of directors authorizing the transactions contemplated by the Transaction Documents;

            5.     A Certificate of its Treasurer and Secretary; and

            6.     An Incumbency Certificate issued by its Secretary.

The foregoing are collectively referred to as the "Corporate Documents".

        We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified, conformed or photostatic copies. We have assumed that each of the Covered Guarantors benefit from the Exchange Offer (whether directly or indirectly) in a manner that constitutes adequate consideration for its issuance of the Exchange Guarantee. We have relied upon continuing accuracy of the



representations, warranties and certifications made in the Transaction Documents. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    Each Covered Guarantor is a corporation and validly existing in good standing under the State's business corporation law.

    2.
    As of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof, each of the Covered Guarantors has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of their respective obligations under the Indenture by each Covered Guarantor (i) has been duly authorized by all necessary corporate action on the part of such Covered Guarantor and (ii) does not contravene any of the provisions of the charter or bylaws of such Covered Guarantor

    4.
    When the Registration Statement has become effective under the Securities Act and the duly executed Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the Exchange Offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        The foregoing opinions are subject to the following qualifications, limitations and exceptions:

    Qualifying paragraph 4 above, the enforceability of each Exchange Guarantee may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including but not limited to fraudulent transfer laws) and by general principles of equity, including but not limited to concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief as a remedy, regardless of whether considered in a proceeding in equity or at law. Furthermore, our opinion as to the enforceability of the Exchange Guarantees is also subject to the qualification that certain provisions therein may not be enforceable, but (subject to the qualification of the previous sentence) such unenforceability will not render any Exchange Guaranty invalid as a whole or substantially interfere with realization of the principal benefits provided thereby.

    This opinion is given as of the date hereof and is based upon the facts in existence and laws in effect as of this date. We disclaim any obligation to advise you of any developments or circumstances of any kind, including but not limited to any changes of law or fact, which may occur after the date of this opinion, even though such developments, circumstances or changes may affect the legal analysis, legal conclusions or any other matters set forth in or relating to this opinion. Accordingly, a person relying on this opinion letter at any future time should seek advice of counsel as to the proper application of this letter at that time. This opinion is limited to the laws of the State. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes

2



    due 2012, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.


 

 

Very truly yours,

 

 

KOZLOFF STOUDT
Professional Corporation

 

 

By:

/s/  
KOZLOFF STOUDT, PROFESSIONAL CORPORATION      

3




QuickLinks

[Letterhead of Kozloff Stoudt, Professional Corporation]
EX-5.27 29 a2157299zex-5_27.htm EXHIBIT 5.27
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.27

        [Letterhead of Hinkley, Allen & Snyder LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601

Re:    $200,000,000 of 73/4% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local counsel for Alderwoods (Rhode Island), Inc., a Rhode Island corporation (the "Covered Guarantor"), in connection with the registration under the Securities Act of 1933 by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor ("Alderwoods") and issuance of those certain 73/4% Senior Notes due 2012 (the "Exchange Notes") pursuant to the terms of that certain Registration Rights Agreement dated as of August 19, 2004 (the "Registration Agreement"), among Alderwoods, the subsidiary guarantors, including the Covered Guarantor, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers") under which Alderwoods is required to issue the Exchange Notes on terms identical to those of,and in exchange for, the Initial Notes. Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Registration Agreement.

        This Opinion is provided at the request of the Covered Guarantor and with its consent.

        For the purpose of rendering the opinions contained herein, we have examined executed copies of the following documents transmitted to us by e-mail on the dates indicated below and our opinions are based on those copies:

               1.  the Registration Statement on Form S-4 received by email on May 12, 2005 in the form to be filed with the Securities and Exchange Commission on the date hereof relating to the registration of the Exchange Notes (the "Registration Statement");

               2.  the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among Alderwoods, the Guarantors, and the Initial Purchasers received by email on August 19, 2004;

               3.  the Indenture, dated as of August 19, 2004, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee") received by email on August 19, 2004, pursuant to which the Exchange Notes are to be issued;

               4.  the Initial Notes received by email on August 19, 2004;

               5.  the Registration Agreement received by email on August 19, 2004;

               6.  the Exchange Notes received by email on August 19, 2004; and

               7.  a guarantee (the "Guarantee") by the Covered Guarantor of Alderwoods's obligations under the Initial Notes and the Exchange Notes received by email on August 19, 2004.

        The documents described in the foregoing clauses (2.) through (7.) are collectively referred to herein as the "Transaction Documents" or singly, a "Transaction Document".


        In addition to our review of the Transaction Documents, we have reviewed and relied upon the following:

             (a)  a copy of the Covered Guarantor's Restated Articles of Incorporation dated November 29, 2001, certified by the Rhode Island Secretary of State on April 19, 2005 (the "Restated Articles of Incorporation");

             (b)  a copy of the Covered Guarantor's Articles of Merger Or Consolidation relating to the merger of BJFH Acquisition, Inc., John B. Romano & Sons, Inc. and FRGS Holdings, Inc. with and into the Covered Guarantor filed January 18, 2002, certified by the Rhode Island Secretary of State on April 19, 2005;

             (c)  a copy of the Covered Guarantor's Articles of Merger Or Consolidation relating to the merger of Prata Funeral Homes, Inc. with and into the Covered Guarantor filed January 3, 2002, certified by the Rhode Island Secretary of State on April 19, 2005;

             (d)  a copy of the Covered Guarantor's Fictitious Business Name Statement relating to the use of the name Romano Funeral Home filed January 2, 2002, certified by the Rhode Island Secretary of State on April 19, 2005;

             (e)  a copy of the Covered Guarantor's Fictitious Business Name Statement relating to the use of the name Pontarelli-Marino Funeral Home filed January 18, 2002, certified by the Rhode Island Secretary of State on April 19, 2005;

              (f)  a copy of the Covered Guarantor's Fictitious Business Name Statement relating to the use of the name Wilbur-Romano Funeral Home filed January 2, 2002, certified by the Rhode Island Secretary of State on April 19, 2005;

             (g)  a copy of the Covered Guarantor's Fictitious Business Name Statement relating to the use of the name Prata Funeral Home filed January 2, 2002, certified by the Rhode Island Secretary of State on April 19, 2005;

             (h)  a copy of a Certificate dated April 19, 2005 issued by the Rhode Island Secretary of State with respect to the Covered Guarantor's corporate good standing (the "Covered Guarantor's Secretary of State Certificate");

              (i)  a copy of the Covered Guarantor's Bylaws attached to a certificate of the Covered Guarantor's Treasurer and Secretary dated as of June 22, 2004 (the "Officer's Certificate");

              (j)  a copy of certain votes or resolutions adopted by the Board of Directors of the Covered Guarantor dated as of June 22, 2004, attached to the Officer's Certificate, which certifies to (i) the due adoption of such votes or resolutions by the Board of Directors of the Covered Guarantor and (ii) the name, title and incumbency of certain officers of the Covered Guarantor; and

             (k)  a copy of certain votes or resolutions purportedly adopted by the Sole Shareholder of the Covered Guarantor dated as of June 22, 2004, attached to an Officer's Certificate, which Certificate certifies to the due adoption of such votes or resolutions by the Sole Shareholder of the Covered Guarantor.

        The documents described in the foregoing clauses (a) through (k) are collectively referred to herein as the "Certified Organizational Documents".

        In our examination of the documents referred to above, we have assumed the due execution and delivery of each of the documents referred to above by all parties thereto, other than the Covered Guarantor.

2



        In addition, we have assumed, without investigation, that:

             (a)  All parties to the Transaction Documents (and all other documents referenced therein), other than the Covered Guarantor, are duly organized, validly existing and in good standing under the laws of their respective states of organization, and each has all requisite power and authority to own and operate its properties, to carry on the business which it is now conducting, to enter into the Transaction Documents (and all other documents referenced therein) and to carry out the respective terms thereof.

             (b)  All necessary action has been taken to authorize the execution, delivery and performance of the Transaction Documents (and all other documents referenced therein) by all parties thereto (other than the Covered Guarantor), and the parties executing the Transaction Documents (and all other documents referenced therein) on behalf of all parties thereto (other than the Covered Guarantor) have each been duly authorized to execute and deliver all such documents.

             (c)  The Transaction Documents (and all other documents referenced therein) have been duly executed and delivered by all of the parties thereto (other than the Covered Guarantor) and all of the Transaction Documents (and all other documents referenced therein) which are governed by the laws of a jurisdiction other than Rhode Island are legal, binding and enforceable against the parties thereto in accordance with their terms under the laws of such governing jurisdiction.

             (d)  All natural persons who are involved on behalf of the parties to the Transaction Documents or other parties have sufficient legal capacity to enter into and perform the Transaction or to carry out their role in it.

             (e)  The performance by the parties of their respective obligations under the Transaction Documents (and all other documents referenced therein) does not contravene or conflict with (i) any law, rule or regulation of any jurisdiction other than the State, (ii) any law of the State of particular application to such parties (other than the Covered Guarantor with respect to those business and activities within the corporate powers of the Covered Guarantor as described in the Covered Guarantors Articles of Incorporation) by virtue of the specific nature of their respective businesses or activities, or (iii) any judgment, order or decree of any court or regulatory body applicable to the parties or by which the parties may be bound.

              (f)  Each of the parties to the Transaction Documents holds the requisite title and rights to any property involved in the Transaction.

             (g)  Each party to the Transaction Documents (other than the Covered Guarantor) has satisfied those legal requirements that are applicable to it to the extent necessary to make the Transaction Documents (and all other documents referenced therein) enforceable against it.

             (h)  Each document submitted to us for review is accurate and complete; each such document that is an original is authentic; each such document that is a copy conforms to an authentic original; all exhibits, annexes and schedules have been properly affixed to each of the Transaction Documents and all blanks have been properly completed as agreed upon and none of the foregoing contain anything that would in any way alter any of our opinions set forth below; all signatures on each such document are genuine; and, in the case of any Transaction Document with respect to which we have only examined an unexecuted copy, such Transaction Document has been duly executed and delivered by the appropriate party, other than the Covered Guarantor.

              (i)  There have been no material changes to the Registration Statement submitted to us for review and the form of Registration Statement filed with the Securities and Exchange Commission does not contain any material differences that would alter our opinions set forth below.

              (j)  There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

3



             (k)  The conduct of the parties to the Transaction Documents has complied with any requirement of good faith, fair dealing and conscionability.

              (l)  There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents.

            (m)  The Transaction Documents to which the Covered Guarantor is a party are enforceable against the Covered Guarantor.

        Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

              (i)  Based solely on Covered Guarantor's Secretary of State Certificate, the Covered Guarantor is a corporation and is validly existing as a corporation in corporate good standing under the laws of the State of Rhode Island (the "State").

             (ii)  As of the date of the Indenture, the Covered Guarantor had, and as of the date hereof the Covered Guarantor has, full corporate power and authority to enter into and perform its obligations under the Indenture.

            (iii)  The execution and delivery by the Covered Guarantor of the Indenture, and the performance by the Covered Guarantor of its obligations thereunder (i) has been duly authorized by all necessary corporate action on the part of the Covered Guarantor; (ii) will not result in any violation of the provisions of the charter or by-laws of the Covered Guarantor; (iii) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Covered Guarantor under, and, to the best of our knowledge, will not result in any violation of, in each case, any laws, rules or regulations of the State generally applicable to (x) the Operations or (y) transactions of the type contemplated by the aforementioned documents.

            (iv)  Assuming that the Registration Statement becomes effective under the Securities Act of 1933 and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        Our opinions expressed above are subject to the following qualifications:

             (1)  Our opinions expressed above are limited to the law of the State, and we do not express any opinion herein concerning any other law, including but not limited to Federal securities laws and regulations administered by the Securities and Exchange Commission, state "Blue Sky" laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments.

             (2)  We express no opinion with respect to:

                (i)  whether a Rhode Island court (or a federal court applying Rhode Island law), if asked to enforce the Transaction Documents, would honor the choice of law provisions contained in certain of the Transaction Documents and apply the domestic law of the State of New York (particularly, the law relating to usury) in determining their validity and enforceability; or

               (ii)  whether or not interest on the Initial Notes or the Exchange Notes, together with other payments considered to be interest on the principal thereof, will violate applicable Rhode Island law pertaining to maximum permissible rates of interest (usury).

4



             (3)  This Opinion deals only with the specific legal issues explicitly addressed herein and no opinion is implied or may be inferred beyond the opinions expressly stated. In particular, no opinions are given with respect to other laws (e.g., the Fair Labor Standards Act) which may affect the remedies available in the event of a default.

             (4)  We have relied upon information (including statements having the effect of legal conclusions) and certificates or other documents issued by the Secretary of State of Rhode Island and other government officials, offices or agencies concerning the status of the Covered Guarantor, which we reasonably believe to be an appropriate source for the information provided without (a) investigation, or (b) analysis of any underlying data supporting information contained in any such certificate or other document. In addition, we have relied upon factual representations made by the parties in the Transaction Documents.

        For the purposes of this opinion, the phrase "our knowledge" means the conscious awareness of facts or other information without any special inquiry, (i) by the lawyers in this firm who have given substantive legal attention to the representation of the Covered Guarantor in connection with the transactions, and (ii) solely as to information relevant to a particular opinion, issue or confirmation regarding a particular factual matter, by any lawyer in our firm who is primarily responsible for providing the response concerning that particular opinion, issue or confirmation.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's Exchange Notes, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

        This opinion letter is rendered to you in connection with the transactions contemplated by the Transaction Documents. This opinion letter may not be relied upon by you for any other purpose, or relied upon by any other person, without our prior written consent.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

Very truly yours,

/s/ Hinckley, Allen & Snyder LLP

5




QuickLinks

EX-5.28 30 a2157299zex-5_28.htm EXHIBIT 5.28
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.28

[Letterhead of Tyler, Cassell, Jackson, Peace & Silver, LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601

    Re:
    Exchange of $200,000,000 of 7.75% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special local South Carolina counsel for Alderwoods (South Carolina), Inc. and Graceland Cemetery Development Co., each a South Carolina corporation (collectively, the "Covered Guarantors), in connection with the exchange (the "Exchange") of all of the outstanding 7.75% Senior Notes due 2012 (up to $200,000,000 aggregate principal amount)(the "Old Notes"), for an equal principal amount of notes that are registered under the Securities Act of 1933 (the "Exchange Notes") by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), pursuant to the Purchase Agreement, dated as of August 5, 2004 (the "Purchase Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantors, listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"). The Exchange Notes are being issued and exchanged for the Old Notes pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Purchase Agreement. The Indenture, the Purchase Agreement, the Registration Rights Agreement and the documents evidencing the Guarantee entered into by each Covered Guarantor are herein referred to as the "Transaction Documents".

        We have represented the Covered Guarantors as special local South Carolina counsel in the limited capacity of the transaction giving rise to the Old Notes and this transaction only. In our capacity as such special local South Carolina counsel, we have only examined originals, or copies identified to our satisfaction as being true copies, of the Transaction Documents, and of such records, documents or other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including such corporate records and documents of each of the Covered Guarantors (including the Articles of Incorporation, by-laws and resolutions) and such certificates of public officials and officers of each of the Companies as we have deemed necessary or appropriate for purposes of this opinion. Otherwise, we have not examined or reviewed any documents or instruments executed and/or delivered by any party in connection with the Purchase Agreement or the transactions contemplated thereby including, without limitation, the Exchange.

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State and federal law on which we have opined below, the following:

    i.
    the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

    ii.
    to the extent that the authorization of each Covered Guarantor to enter into the Transaction Documents and perform its obligations thereunder may be dependent upon such matters, other than with respect to the Covered Guarantors, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or

      other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

    iii.
    no constituent document or resolution to which we have not been privy adopted and in force of either Covered Guarantor, nor any agreement or instrument to which we have not been privy binding on or otherwise affecting either Covered Guarantor, nor any unpublished enforceable order, decree, judgment or ruling binding on a Covered Guarantor, prevents, impairs or revokes any action taken or to be taken by each of the Covered Guarantors with respect to the Transaction Documents and the transactions contemplated thereby; and

    iv.
    that all material factual matters, including without limitation, representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein.

        Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    Each Covered Guarantor is a corporation validly existing and in good standing under the laws of South Carolina.

    2.
    As of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof each of the Covered Guarantors has the corporate power and authority to perform its obligations under, the Indenture.

    3.
    The execution, delivery and performance of the Indenture by each Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the constituent documents of such Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act of 1933 (the "Securities Act") and the Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        Except to the extent expressly set forth herein and then only to the extent required in order to file the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Company's 73/4% Senior Notes due 2012, we express no opinions whatsoever with respect to matters of securities laws including, without limitation, the Securities Act, the Securities Exchange Act of 1934, "blue sky" laws of the state of South Carolina, and rules and regulations promulgated under each thereof, or the applicability thereof to the transactions contemplated by the Offering Memorandum and the Purchase Agreement including, without limitation, registration requirements or exemption therefrom.

        This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. We are attorneys licensed to practice in the state of South Carolina. The foregoing opinions apply only with respect to the laws of the state of South Carolina and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. Otherwise this letter and the opinions expressed

2



herein may not be published or distributed, nor used nor relied upon, by any person for any purpose whatsoever, without our prior written consent

  Very truly yours,

 

TYLER, CASSELL, JACKSON, PEACE & SILVER, LLP

 

By:

 

/s/ Tyler, Cassell, Jackson, Peace & Silver, LLP

3




QuickLinks

EX-5.29 31 a2157299zex-5_29.htm EXHIBIT 5.29
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.29

[Letterhead of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC]

May 12, 2005

Alderwoods Group, Inc.
Jones Day

    Re:
    Registration of $200,000,000 of 73/4% Senior Notes due 2012 (the "Exchange Notes")

Ladies and Gentlemen:

        We previously acted as special local counsel for Alderwoods (Tennessee), Inc. and Eagle Financial Associates, Inc., each a Tennessee corporation (collectively, the "Covered Guarantors), in connection with the offer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "144A Notes"), issued by the Company pursuant to an Indenture dated August 19, 2004 (the "Indenture") among the Company, the Covered Guarantors and certain other guarantors named therein (collectively, the "Guarantors"), and Wells Fargo Bank, N.A. as trustee.

        We are currently acting as special local counsel for the Covered Guarantors in connection with the proposed registration under the Securities Act of 1933 (the "Securities Act") of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (the "Exchange Notes"), to be issued pursuant to the Indenture and guaranteed by, among others, the Covered Guarantors (the guarantee obligations of the Covered Guarantors, with respect to the Exchange Notes, the "Exchange Guarantees"), which registration is to occur upon the filing with the Securities and Exchange Commission (the "SEC") of the Company's Registration Statement on Form S-4 (the "Registration Statement").

        Except as otherwise defined herein, capitalized terms used in this opinion but not otherwise defined herein are used as defined in the Indenture and Registration Statement (such documents taken together may be referred to hereinafter as the "Transaction Documents").

        In connection with the opinions expressed herein, we have examined a faxed, signed counterpart of each of the following documents:

        (1)   Action Taken by Unanimous Written Consent of the Board of Directors of Alderwoods (Tennessee), Inc. dated July 22, 2004;

        (2)   Officer's Certificate of Alderwoods (Tennessee), Inc. dated August 19, 2004;

        (3)   Action Taken by Written Consent of the Board of Directors of Eagle Financial Associates, Inc. dated July 22, 2004;

        (4)   Officer's Certificate of Eagle Financial Associates, Inc. dated August 19, 2004;

        (5)   an Incumbency Certificate of the Secretary of Certain Subsidiaries of Alderwoods Group, Inc. dated August 19, 2004; and

        (6)   Officer's Certificate of Certain Subsidiaries of Alderwoods Group, Inc. of even date herewith.

        In addition, we have examined originals or copies of the following (items 2, 3, 5 and 6 the "Governing Documents"):

        (1)   a Certificate of Existence from the Secretary of State for the State of Tennessee for Alderwoods (Tennessee), Inc. dated on or about the date hereof (a "Certificate of Existence");

        (2)   a Charter of Alderwoods (Tennessee), Inc., as amended, certified by the Secretary of State for the State of Tennessee, dated April 18, 2005;

        (3)   Bylaws of Alderwoods (Tennessee), Inc., certified by such entity;



        (4)   a Certificate of Existence from the Secretary of State for the State of Tennessee for Eagle Financial Associates, Inc., dated on or about the date hereof;

        (5)   a Charter of Eagle Financial Associates, Inc., as amended, certified by the Secretary of State for the State of Tennessee, dated April 18, 2005; and

        (6)   Bylaws of Eagle Financial Associates, Inc., certified by such entity.

        In addition, we have examined originals or copies of such other corporate records of the Covered Guarantors, certificates of public officials and of officers of the Covered Guarantors, and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Transaction Documents and certificates of public officials and officers of the Covered Guarantors. We have not independently established the facts so relied on.

        In our examination of the documents referred to above, we have assumed the due execution and delivery of each of the documents referred to above by all parties thereto other than the Covered Guarantors, for value received.

        In addition, we have assumed that:

        (a)   The corporations or partnerships other than the Covered Guarantors who are parties to the Transaction Documents are duly organized, validly existing and in good standing under the laws applicable to their respective organization and existence and in all other places in which they are conducting their respective businesses.

        (b)   Nothing in the charter, bylaws (or the equivalent thereof) of any of the parties to the Transaction Documents, other than the Covered Guarantors, prohibits any such parties from executing the Transaction Documents or performing the transactions contemplated by the Transaction Documents and each of such parties, other than the Covered Guarantors, has the full corporate power and authority to deliver and perform its obligations under the Transaction Documents and documents required or permitted to be executed, delivered and performed thereunder.

        (c)   All factual statements set forth in the Transaction Documents, are true, accurate and complete in all material respects.

        (d)   The form of the Exchange Guarantees will be substantially the same as the Form of Notation of Guarantee attached to the 144A Notes and will be executed by an Authorized Signatory as defined in the Action Taken by Written Consent for each of the Covered Guarantors.

        Although we have not conducted an independent investigation of the accuracy of any of these assumptions, nothing has come to our attention leading us to question the accuracy of said assumptions.

        Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    Each Covered Guarantor is a corporation and, based solely on the Certificates of Existence from the Tennessee Secretary of State referenced above, is validly existing as a corporation in good standing under the laws of the State of Tennessee (the "State").

    2.
    As of the date of the Indenture, each Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof, each Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of the Indenture by each Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the Governing Documents of such Covered Guarantors.

2


    4.
    When the Registration Statement has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        Our opinions expressed above are subject to the following qualifications:

        (a)   Our opinions expressed above are limited to the law of the State and the federal law of the United States, and we do not express any opinion herein concerning any other law.

        (b)   We have not undertaken any independent investigation to determine the existence or absence of such facts which would be contrary to the opinions expressed herein, and no inference as to the knowledge of the existence of such facts should be drawn from the fact of our representation of each Covered Guarantor as its special counsel.

        (c)   The enforceability of the rights and remedies provided in any of the Exchange Guarantees as against any party or parties is subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, or other laws of general application relating to or affecting the enforcement of creditors' rights, from time to time in effect.

        (d)   The availability of the remedy of specific performance or of any injunctive relief or of any other equitable remedy is subject to general principles of equity and the discretion of the court before which any proceedings therefor may be brought, whether in a court of law or a court of equity.

        We call to your attention a Tennessee statute which may permit the Covered Guarantors to require holders of the Exchange Notes to bring suit against the Company on the indebtedness due thereunder prior to seeking to recover such indebtedness from the Covered Guarantors. See Tennessee Code Annotated Section 47-12-101.

        In addition to the foregoing, we express no opinion with respect to the application or effect of any federal or state securities laws on or to the transaction.

        This opinion letter is rendered to you in connection with the transactions contemplated by the Transaction Documents. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the SEC in connection with the issuance of the Company's 73/4% Senior Notes due 2012.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

    Very truly yours,

 

 

BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC

 

 

By:

 

/s/  
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC      

3




QuickLinks

EX-5.30 32 a2157299zex-5_30.htm EXHIBIT 5.30
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.30

[Letterhead of Riddell Williams, P.S.]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street
Suite 1000
Cincinnati, OH 45202

Jones Day
77 W. Wacker Drive
Chicago, IL 60601

Re:    Exchange Guarantees of Notes due 2012

Ladies and Gentlemen:

We have acted as special Washington counsel to Alderwoods (Washington), Inc., Evergreen Funeral Home and Cemetery, Inc., Green Service Corporation, S&H Properties and Enterprises, Inc., and Vancouver Funeral Chapel, Inc., each a Washington corporation (each, a "Covered Guarantor" and collectively, the "Covered Guarantors"), and each a wholly owned subsidiary of Alderwoods Group, Inc., a Delaware corporation ("Alderwoods"), in connection with a Registration Statement on Form S-4 (the "Registration Statement") to be filed by Alderwoods under the Securities Act of 1933, as amended (the "Securities Act") relating to Alderwoods' Offer to Exchange $200,000,000 73/4% Senior Notes due 2012 for $200,000,000 73/4% Senior Notes due 2012, which have been registered under the Securities Act (the "Notes"). The Notes will be issued pursuant to that certain Indenture, dated as of August 19, 2004 (the "Indenture"), between Alderwoods, the subsidiary guarantors listed therein (the "Guarantors") and Wells Fargo Bank, N.A., as trustee (the "Trustee"), and the Notes will be guaranteed by the Covered Guarantors pursuant to the guarantee obligations of the Covered Guarantors with respect to the Notes (the "Exchange Guarantees"). Capitalized terms not otherwise defined herein are defined as set forth in the Indenture. Documents Reviewed

For purposes of this opinion, we have examined the following documents:

1.
the Purchase Agreement, dated August 5, 2004, among Alderwoods, the Guarantors, including the Covered Guarantors, Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (the "Purchase Agreement");

2.
that certain Registration Rights Agreement, dated as of August 19, 2004;

3.
the Indenture;

4.
a form of Notation of Guarantee confirming the Exchange Guarantees under the Indenture;

5.
the Offering Memorandum, dated August 5, 2004, of Alderwoods (the "Offering Memorandum");

6.
a draft of the Registration Statement;

7.
certified Articles of Incorporation and By-Laws of each Covered Guarantor, in each case as amended through April 19, 2005, the date the Articles of Incorporation were certified by the Washington Secretary of State (collectively, the "Certified Organizational Documents");

8.
a Certificate of Existence of each Covered Guarantor, dated April 19 2005, and a bring-down certificate with respect to each Covered Guarantor, dated the date hereof (collectively, the "Certificates of Existence");

9.
an Officer's Certificate of each Covered Guarantor dated the date hereof (collectively, the "Officer's Certificates"); and

10.
a Unanimous Written Consent of the Board of Directors of each Covered Guarantor, dated July 22, 2004.

As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Purchase Agreement, the Offering Memorandum, the Registration Statement, certificates of public officials and the Officer's Certificates. We have not independently established the facts so relied on.

Assumptions

We have assumed:

(A)
that all documents provided to us as originals are authentic, all documents provided to us as certified, conformed or photostatic copies conform to authentic original documents, all signatures on such documents are genuine, all natural persons executing such documents have the requisite mental competency to do so, and all factual information contained in such documents is true, accurate and complete as of the date of this opinion;

(B)
that there are no facts, documents or agreements among any of the parties to the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the Notation of Guarantee confirming the Exchange Guarantees under the Indenture (collectively, the "Transaction Documents") that would have an effect on the opinions expressed herein and that have not been disclosed to us;

(C)
that each party to the Transaction Documents that is not a natural person (other than the Covered Guarantors) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its creation and has all requisite corporate or limited liability company power and authority and has taken all necessary corporate or limited liability company action to authorize it to execute, deliver and perform the Transaction Documents and, in the case of Alderwoods, the Notes, and to effect the transactions set forth therein;

(D)
that the Transaction Documents constitute the valid and binding obligations of each party (other than the Covered Guarantors) to the Transaction Documents, and are enforceable against each such party in accordance with their respective terms;

(E)
that the Notes when issued will constitute the valid and binding obligations of Alderwoods, and will be enforceable against Alderwoods in accordance with their terms;

(F)
that the Notes when issued will be duly authenticated by the Trustee; and

(G)
that, as of the effective date of the Registration Statement, the Registration Statement complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

As used in this opinion, the term "our knowledge" means actual knowledge of attorneys presently in our office. "Knowledge" does not include constructive knowledge. Except to the extent otherwise set forth herein, we have made no special inquiry of the Covered Guarantors or any of their affiliates, and we have not undertaken any other investigation of factual matters.

Opinions

        Based upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that:

    1.
    Each Covered Guarantor is a for-profit corporation duly incorporated under the laws of the State of Washington, and each Covered Guarantor is validly existing and active and has complied with the filing requirements of the Secretary of State of Washington.

2


    2.
    As of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof, each of the Covered Guarantors has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery, and performance of the Indenture by each Covered Guarantor: (i) has been authorized by all necessary corporate action by such Covered Guarantor, and (ii) does not contravene any provision of the Certified Organizational Documents of the Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act and each Notation of Guarantee confirming the Exchange Guarantees under the Indenture has been duly executed by an authorized officer of the Covered Guarantor party thereto and delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

Qualifications

        Our opinions expressed above are subject to the following qualifications:

(A)
We are qualified to practice law in the State of Washington and do not purport to be experts or to express opinions on any laws other than the laws of the State of Washington. Our opinion is limited to the effects of the laws of the State of Washington presently in force on the persons and transactions described in the opinion, and we express no opinion as to the applicability or effect of the laws of any other jurisdictions.

(B)
With your permission we express no opinion regarding the effect of laws relating to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers or preferences), reorganization, moratorium, or other laws relating to or affecting the rights and remedies of creditors, federal or Washington State securities laws or other statutory or common laws relating to the adequacy of disclosure in connection with the sale of securities, compliance with fiduciary obligations, or fraud.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement, and to the reference to our firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

        This opinion is delivered to you in connection with the transaction referenced above and may not be relied upon in any other connection or by any person other than you, without our prior written consent.

        Neither you nor any other person to whom we may grant our consent to rely upon this opinion may rely upon any portion of this opinion that such person knows to be false or as to which such person has information that would make reliance upon such portion of the opinion unreasonable in the circumstances. This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development in matters of law or fact that may occur after the date

3



hereof. Accordingly, any person who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.


 

Sincerely,

 

 

 

 

 

 

By:

/s/  
BRUCE J. BORRUS      
Riddell Williams P.S.

 

 

4




QuickLinks

EX-5.31 33 a2157299zex-5_31.htm EXHIBIT 5.31
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.31

[Letterhead of SPILMAN THOMAS & BATTLE, PLLC]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street
Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

    Re:
    Alderwoods Group, Inc.
    $200,000,000 of 7.75% Senior Notes due 2012

Ladies and Gentlemen:

        We have acted as special West Virginia (the "State") counsel to Alderwoods (West Virginia), Inc., a West Virginia corporation (the "Covered Guarantor"), in connection with the offer to exchange by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantor (the "Company"), of Company's currently outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes") that were issued pursuant to the Indenture dated as of August 19, 2004 (the "Indenture") between the Company, the Covered Guarantor, the other Guarantors and Wells Fargo Bank, N.A., for an equal principal amount of Company's 73/4% Senior Notes due 2012 that are registered under the Securities Act of 1933 (the "Exchange Notes"). Capitalized terms used herein and defined in the Indenture shall have such defined meanings when used herein unless otherwise defined herein.

        In connection with the opinions expressed herein, we have examined a copy of each of the following documents:

    1.
    The Indenture;

    2.
    Registration Statement under the Securities Act of 1933 in connection with the Company's offer to exchange Outstanding Notes in the aggregate principal amount of $200,000,000 for an equal aggregate principal amount of Exchange Notes (the "Registration Statement");

    3.
    The Exchange Guarantee of the Covered Guarantor as set forth in the "Form of Notation of Guarantee" attached to the Indenture as Exhibit D, such notation to be endorsed by an officer of the Covered Guarantor on each of the Exchange Notes pursuant to Section 10.04 of the Indenture (the "Exchange Guarantee");

    4.
    The articles of incorporation and bylaws of the Covered Guarantor, in each case as amended through the date hereof (the "Organizational Documents"); and

    5.
    Such other documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion.

The documents described in the foregoing clauses (1) through (5) are collectively referred to herein as the "Transaction Documents".

        As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Transaction Documents and certificates of public officials and officers of the Covered Guarantor. We have not independently established the facts so relied upon. In our examination of the Transaction Documents, we have assumed the due execution and delivery of each of the Transaction Documents by all parties thereto. We have also assumed the genuineness of all



signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as conformed or photostatic copies thereof, and the conformity to the original documents executed at closing in all matters pertinent to this opinion of all documents submitted to us in draft form.

        Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

    1.
    The Covered Guarantor is a corporation validly existing and in good standing under the laws of West Virginia.

    2.
    As of the date of the Indenture, the Covered Guarantor had the corporate power and authority to enter into, and as of the date hereof, the Covered Guarantor has the corporate power and authority to perform its obligations under the Indenture.

    3.
    The execution, delivery and performance of the Indenture by the Covered Guarantor: (i) has been authorized by all necessary corporate action by the Covered Guarantor; and (ii) does not contravene any provision of the Organizational Documents of the Covered Guarantor.

    4.
    When the Registration Statement has become effective under the Securities Act and the Exchange Guarantee of the Covered Guarantor is delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of the Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        Our opinions expressed above are limited to the law of the State and the federal law of the United States, and we do not express any opinion herein concerning any other law.

        This opinion letter is rendered to you in connection with the transactions contemplated by the Transaction Documents. This opinion letter may not be relied upon by you or any other person or entity for any other purpose without our prior written consent.

        This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

SPILMAN THOMAS & BATTLE, PLLC

 

 

By:

/s/  
SPILMAN THOMAS & BATTLE, PLLC      

2




QuickLinks

EX-5.32 34 a2157299zex-5_32.htm EXHIBIT 5.32
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.32

    FOLEY & LARDNER LLP
777 EAST WISCONSIN AVENUE, SUITE 3800
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foleylardner.com

 

 

WRITER'S DIRECT LINE
414.297.5745
EMAIL
mryan@foleylaw.com

 

 

CLIENT/MATTER NUMBER
081309-0104

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

    Re:
    $200,000,000 of 73/4% Senior Notes due 2012 Exchange Offer

Ladies and Gentlemen:

        We have acted as special local Wisconsin counsel to Alderwoods (Wisconsin), Inc. and Northern Land Company, Inc., each a Wisconsin corporation (collectively, the "Covered Guarantors"), in connection with the registration, fofer and sale by Alderwoods Group, Inc., a Delaware corporation and a direct or indirect parent of the Covered Guarantors (the "Company"), of up to $200,000,000 aggregate principal amount of 73/4% Senior Notes due 2012 (each an "Exchange Note", and collectively, the "Exchange Notes"), pursuant to: (i) the Registration Rights Agreement, dated as of August 19, 2004 (the "Registration Rights Agreement"), among the Company, the subsidiary guarantors, including the Covered Guarantors (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (collectively, the "Purchasers"); and (ii) the Indenture, dated as of August 19, 2004 (the "Indenture"), between the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee. The Covered Guarantors will guarantee the Company's obligations under the Exchange Notes.

        In connection with the delivery of this opinion we have examined copies of the following documents:

        1.     the Registration Rights Agreement;

        2.     the Indenture;

BRUSSELS
CHICAGO
DENVER
  DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
  MILWAUKEE
ORLANDO
SACRAMENTO
  SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALLAHASSEE
  TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH

        3.     the form Notation of Guarantee as evidenced by Exhibit D to the Indenture (as conformed without material changes to effect the Covered Guarantors' guarantee of the Company's obligations under the Exchange Notes, each an "Exchange Guarantee", and collectively the "Exchange Guarantees");

        4.     the 73/4 Senior Notes due 2012, issued by the Company on August 19, 2004, pursuant to the Indenture (each an "Initial Note", and collectively, the "Initial Notes");

        5.     the Unanimous Written Consent of Certain Subsidiaries of Alderwoods Group, Inc., adopted as of July 22, 2004;

        6.     the articles of incorporation and bylaws of the Covered Guarantors (the "Organizational Documents"); and

        7.     the status certificates of the State of Wisconsin Department of Financial Institutions, relating to each of the Covered Guarantors, dated April 18, 2005.

        The Indenture, the Registration Rights Agreement, the Initial Notes, the Exchange Guarantees and the Exchange Notes are referred to in this opinion letter as the "Transaction Documents").

        In rendering this opinion we have, with your permission, relied on the Officer's Certificate of Certain Subsidiaries of Alderwoods Group, Inc. (the "Officer's Certificate") as to certain factual matters and assumed, without investigation, verification or inquiry that:

    (a)
    Each of the parties to the Transaction Documents other than the Covered Guarantors is a corporation or association duly organized and validly existing under the laws of its jurisdiction of incorporation or organization;

    (b)
    Each of the parties to the Transaction Documents other than the Covered Guarantors has the necessary right, power and authority to execute and deliver, and perform its obligations under, the Transaction Documents;

    (c)
    The transactions contemplated by the Transaction Documents have been duly authorized by all parties thereto other than the Covered Guarantors;

    (d)
    The Transaction Documents constitute the legal, valid and binding obligations of all parties thereto other than the Covered Guarantors;

    (e)
    The Transaction Documents have been duly executed, delivered, and accepted by all parties thereto other than the Covered Guarantors;

    (f)
    There is no oral or written agreement, understanding, course of dealing or usage of trade that affects the rights and obligations of the parties set forth in the Transaction Documents, or that would have an effect on the opinions expressed herein; there are no judgments, decrees or orders that impair or limit the ability of the Covered Guarantors to enter into, execute and deliver, and perform, observe and be bound by the Transaction Documents and the transactions contemplated therein; all material terms and conditions of the relevant transactions are correctly and completely reflected in the Transaction Documents; and there has been no waiver of any of the provisions of the Transaction Documents by conduct of the parties or otherwise;

    (g)
    All natural persons who are signatories to the Transaction Documents or any other documents reviewed by us were legally competent at the time of execution; all signatures on behalf of parties other than the Covered Guarantors on the Transaction Documents and any other documents reviewed by us are genuine; the copies of all documents submitted to us are accurate and complete, each such document that is original is authentic and each such document that is a copy conforms to an authentic original; and the documents executed and

2


      delivered by the parties are in substantially the same form as the forms of those documents that we have reviewed in rendering this opinion;

    (h)
    The Company has received adequate consideration with respect to the execution and delivery of the Transaction Documents;

    (i)
    Each of the Covered Guarantors has received adequate consideration with respect to the execution and delivery of the Transaction Documents; and

    (j)
    The Exchange Notes contain terms identical to those of the Initial Notes in all material respects except for references to certain interest rate provisions, restrictions on transfer and restrictive legends.

        Based upon the foregoing, but subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:

        1.     Each of the Covered Guarantors is a corporation validly existing under the laws of the State of Wisconsin and, and based solely on certificates of the Wisconsin Department of Financial Institutions dated as of the date of this letter, each has filed its most recent required annual report, and neither has filed articles of dissolution with the Wisconsin Department of Financial Institutions.

        2.     As of the date of the Indenture, each of the Covered Guarantors had the full corporate power and authority to enter into and perform its obligations under the Indenture; and as of the date of this opinion letter, each of the Covered Guarantors has the full corporate power and authority to enter into and perform its obligations under the Indenture.

        3.     The execution, delivery and performance of the Indenture by each Covered Guarantor: (i) has been authorized by all necessary corporate action by such Covered Guarantor; and (ii) does not contravene any provision of the Organizational Documents of such Covered Guarantor.

        4.     When the Registration Statement (as defined in the last paragraph of this opinion letter) has become effective under the Securities Act of 1933, as amended, and the Exchange Guarantees of the Covered Guarantors are executed and delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        The foregoing opinions are subject to the following additional assumptions and qualifications:

        A.    Our opinion is limited by applicable bankruptcy, receivership, reorganization, insolvency, moratorium, fraudulent conveyance or transfer, and other laws and judicially developed doctrines relating to or affecting creditors' or secured creditors' rights and remedies generally;

        B.    Other than as set forth above, we have not examined the records of the Purchaser, the Company, the Covered Guarantors or any court or any public, quasi-public, private or other office in any jurisdiction, or the files of our firm, and our opinions are subject to matters that an examination of such records would reveal.

        C.    We express no opinion as to the enforceability of any of the Transaction Documents or the effect of the unenforceability of any of the Transaction Documents on the opinions set forth in this letter.

        D.    We have not reviewed for purposes of our opinions, and nothing herein shall be construed as an opinion by us as to compliance with, any laws, ordinances, rules or regulations applicable to: (i) environmental or zoning issues; (ii) federal, state and local taxation; (iii) "blue sky" or securities regulation; and (iv) labor, ERISA and other employee benefit issues.

        The opinions expressed in this letter are limited to the federal laws of the United States and the laws of the State of Wisconsin in effect on the date of this letter as they presently apply and we express

3



no opinion as to the laws of any other jurisdiction. We note that certain of the Transaction Documents contain provisions to the effect that the laws of jurisdictions other than Wisconsin are intended to be governing. For the purposes of our opinions herein, we have assumed, without any independent investigation, that the laws of all jurisdictions that may govern the Transaction Documents are identical in all relevant respects to the laws of the State of Wisconsin. These opinions are given as of the date of this letter, they are intended to apply only to those facts and circumstances that exist as of the date of this letter, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may come to our attention in the future or any future changes in laws, or to inform the addressees of any change in circumstances occurring after the date of this letter that would alter the opinions rendered in this letter.

        This opinion is limited to the matters set forth in this letter, and no opinion may be inferred or implied beyond the matters expressly contained in this letter. Except as expressly set forth in this letter, these opinions are being rendered solely for the benefit of the addressees of this letter and their permitted successors, participants and assigns. These opinions may not be used or relied upon for any other purpose, relied upon by any other party, or filed with or disclosed to any governmental authority other than a court in connection with the enforcement or protection of the rights or remedies of the addressees (including their permitted successors, participants and assigns) or to a regulator in connection with an examination of the addressees by such governmental authority, without our prior written consent; provided, however, that we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes, and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    Very truly yours,

 

 

FOLEY & LARDNER LLP

 

 

By:

/s/  
FOLEY & LARDNER LLP      

4




QuickLinks

EX-5.33 35 a2157299zex-5_33.htm EXHIBIT 5.33
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5.33

[Letterhead of GOODWIN PROCTER LLP]

May 12, 2005

Alderwoods Group, Inc.
311 Elm Street
Suite 1000
Cincinnati, Ohio 45202

Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601

        Re:    $200,000,000 of 73/4% Senior Notes due 2012 (the "Exchange Notes")

Ladies and Gentlemen:

        You have requested our opinion as special Massachusetts counsel to Alderwoods (Massachusetts), Inc. and Doba Haby Insurance Agency, Inc. (each a "Covered Guarantor") in connection with the exchange offer, which you have described to us, pursuant to which Alderwoods Group, Inc., a Delaware corporation (the "Company"), intends to offer holders of the Company's 73/4 Senior Notes issued August 19, 2004 and due 2012 (the "Transfer Restricted Notes") the opportunity to exchange all such Transfer Restricted Notes for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered pursuant to the registration procedures set forth in the Registration Rights Agreement by and among the Company, the subsidiary guarantors listed on Schedule A thereto (the "Guarantors"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated dated as of August 19, 2004 (the "Registration Rights Agreement"). The Transfer Restricted Notes were issued by the Company and guarantied by the Guarantors, and we understand that the Exchange Notes will be issued and will be guarantied (the "Exchange Guarantees"), pursuant to the Indenture dated as of August 19, 2004 among the Company, the Guarantors and Wells Fargo Bank, N.A. as trustee (the "Indenture"). Capitalized terms not otherwise defined herein have the meanings set forth in the Registration Rights Agreement and the Indenture.

        We have examined the Registration Rights Agreement, the Indenture and the form of the Exchange Guarantee and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact material to our opinions, we have relied, without independent verification, on certificates of officers of the Covered Guarantors. We have also relied on certificates of public officials.

        The opinions expressed below are limited to Massachusetts law. We note that the Indenture provides that it is to be governed by New York law. We are rendering the opinion expressed in paragraph 4 below regarding the validity and binding effect of the Exchange Guarantees as though the Indenture, the Exchange Notes and the Exchange Guarantees were governed by the internal laws of Massachusetts.

        Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1.    Each Covered Guarantor is validly existing as a corporation and in good standing under the laws of The Commonwealth of Massachusetts.

2.    As of the date of the Indenture, each of the Covered Guarantors had the corporate power and authority to enter into, and as of the date hereof each of the Covered Guarantors has the corporate power and authority to perform its obligations under, the Indenture.



3.    The execution, delivery and performance of the Indenture by each Covered Guarantor (i) has been authorized by all necessary corporate action by such Covered Guarantor and (ii) does not contravene any provision of the charter or by-laws of such Covered Guarantor.

4.    When the Registration Statement on Form S-4 of the Company relating to the Exchange Notes has become effective under the Securities Act and the Exchange Guarantees of the Covered Guarantors are delivered in accordance with the terms of the exchange offer, the Exchange Guarantee of each Covered Guarantor will be validly issued by such Covered Guarantor and will constitute a valid and binding obligation of such Covered Guarantor.

        Our opinions above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

        This opinion is being furnished to you in connection with the transaction described above and may not be relied on without our prior written consent for any other purpose or by anyone else.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the issuance of the Exchange Notes.


 

 

Very truly yours,

 

 

GOODWIN PROCTER LLP

 

 

By:

/s/ GOODWIN PROCTER LLP




QuickLinks

EX-12.1 36 a2157299zex-12_1.htm EXHIBIT 12.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 12.1

Statement Regarding Computation of Ratios

 
  Unaudited
12 Weeks
Ended
March 26,
2005

  Unaudited
12 Weeks
Ended
March 27,
2004

  52 Weeks
Ended
January 1,
2005

  53 Weeks
Ended
January 3,
2004

  52 Weeks
Ended
December 28,
2002

  Year Ended
December 31,
2001

  Year Ended
December 31,
2000

 
Earnings:                              
Income (loss) before income taxes   24,697   16,956   (5,246 ) 2,759   (224,040 ) (59,178 ) (34,863 )
Add:                              
Fixed Charges   8,720   6,593   83,129   82,230   89,284   15,586   19,504  
   
 
 
 
 
 
 
 
Income (loss) available for fixed charges   33,417   23,549   77,883   84,989   (134,756 ) (43,592 ) (15,359 )
   
 
 
 
 
 
 
 

Fixed Charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Interest on long-term debt   6,694   4,818   68,543   75,128   85,050   11,013   12,410  
Capitalized Interest   (84 ) (198 ) (582 ) (1,347 )      
Amortization of deferred finance costs   905   644   10,118   2,672     619   3,142  
   
 
 
 
 
 
 
 
    7,516   5,264   78,079   76,453   85,050   11,632   15,552  
   
 
 
 
 
 
 
 
Implicit interest in rent expense   1,121   1,132   4,468   4,430   4,234   3,954   3,952  
Capitalized Interest   84   198   582   1,347        
   
 
 
 
 
 
 
 
    8,720   6,593   83,129   82,230   89,284   15,586   19,504  
   
 
 
 
 
 
 
 
Ratio of earnings to fixed charges   3.83   3.57   0.94   1.03   (1.51 ) (2.80 ) (0.79 )



QuickLinks

Statement Regarding Computation of Ratios
EX-23.1 37 a2157299zex-23_1.htm EXHIBIT 23.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

The Board of Directors
Alderwoods Group, Inc.

        We consent to the use of our report dated March 24, 2005, with respect to the consolidated balance sheets of Alderwoods Group, Inc. as of January 1, 2005 and January 3, 2004, and the related consolidated statements of operations, stockholders' equity, and cash flows for the fifty-two weeks ended January 1, 2005, the fifty-three weeks ended January 3, 2004, and the fifty-two weeks ended December 28, 2002, and the related financial statement schedule II incorporated by reference herein, and our report dated April 25, 2005, with respect to management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of January 1, 2005, incorporated by reference herein, and our report dated March 24, 2005 with respect to the schedule of condensed consolidated guarantor financial information as of January 1, 2005 and January 3, 2004 and for the fifty-two weeks ended January 1, 2005, the fifty-three weeks ended January 3, 2004, and the fifty-two weeks ended December 28, 2002 included herein.

        Our report dated April 25, 2005, on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of January 1, 2005, expresses our opinion that Alderwoods Group, Inc. did not maintain effective internal control over financial reporting as of January 1, 2005 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states the Company did not maintain an effective control environment over financial reporting and income tax processes and the Company did not maintain an effective control environment over its operating locations.

        Our report on the consolidated financial statements of Alderwoods Group, Inc. refers to a change in the method of accounting for the recognition of interests in variable interest entities and for insurance funded pre-need funeral contracts.

/s/ KPMG LLP

Vancouver, Canada
May 11, 2005




QuickLinks

Consent of Independent Registered Public Accounting Firm
EX-24.1 38 a2157299zex-24_1.htm EXHIBIT 24.1
QuickLinks -- Click here to rapidly navigate through this document


EXHIBIT 24.1

ALDERWOODS GROUP, INC.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Alderwoods Group, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of the Company's 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
JOHN S. LACEY      
John S. Lacey

 

Chairman of the Board and Director

/s/  
PAUL A. HOUSTON      
Paul A. Houston

 

President, Chief Executive Officer and Director (Principal Executive Officer)

/s/  
KENNETH A. SLOAN      
Kenneth A. Sloan

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/  
LLOYD E. CAMPBELL      
Lloyd E. Campbell

 

Director

/s/  
ANTHONY G. EAMES      
Anthony G. Eames

 

Director

/s/  
CHARLES M. ELSON      
Charles M. Elson

 

Director

/s/  
DAVID R. HILTY      
David R. Hilty

 

Director

/s/  
OLIVIA F. KIRTLEY      
Olivia F. Kirtley

 

Director
     


/s/  
WILLIAM R. RIEDL      
William R. Riedl

 

Director

/s/  
W. MACDONALD SNOW, JR.      
W. MacDonald Snow, Jr.

 

Director

ADMINISTRATION SERVICES, INC., ADVANCED PLANNING (ALABAMA), INC., ADVANCED PLANNING OF AMERICA, INC., ADVANCED PLANNING OF GEORGIA, INC., ALDERWOODS (ALABAMA), INC., ALDERWOODS (ALASKA), INC., ALDERWOODS (ARIZONA), INC., ALDERWOODS (ARKANSAS), INC., ALDERWOODS (CHICAGO CENTRAL), INC., ALDERWOODS (CHICAGO NORTH), INC., ALDERWOODS (CHICAGO SOUTH), INC., ALDERWOODS (COLORADO), INC., ALDERWOODS (COMMISSIONER), INC., ALDERWOODS (CONNECTICUT), INC., ALDERWOODS (GEORGIA) HOLDINGS, INC., ALDERWOODS (GEORGIA), INC., ALDERWOODS (IDAHO), INC., ALDERWOODS (ILLINOIS), INC., ALDERWOODS (INDIANA), INC., ALDERWOODS (IOWA), INC., ALDERWOODS (KANSAS), INC., ALDERWOODS (LOUISIANA), INC., ALDERWOODS (MARYLAND), INC., ALDERWOODS (MASSACHUSETTS), INC., ALDERWOODS (MINNESOTA), INC., ALDERWOODS (MISSISSIPPI), INC., ALDERWOODS (MISSOURI), INC., ALDERWOODS (MONTANA), INC., ALDERWOODS (NEW MEXICO), INC., ALDERWOODS (NEW YORK), INC., ALDERWOODS (NORTH CAROLINA), INC., ALDERWOODS (OHIO) CEMETERY MANAGEMENT, INC., ALDERWOODS (OHIO) FUNERAL HOME, INC., ALDERWOODS (OKLAHOMA), INC., ALDERWOODS (OREGON), INC., ALDERWOODS (PARTNER), INC., ALDERWOODS (PENNSYLVANIA), INC., ALDERWOODS (RHODE ISLAND), INC., ALDERWOODS (SOUTH CAROLINA), INC., ALDERWOODS (TENNESSEE), INC., ALDERWOODS (TEXAS) CEMETERY, INC., ALDERWOODS (VIRGINA), INC., ALDERWOODS (WASHINGTON), INC., ALDERWOODS (WEST VIRGINA), INC., ALDERWOODS (WISCONSIN), INC., AMERICAN BURIAL AND CREMATION CENTERS, INC., AMG, INC., BRIGHT UNDERTAKING COMPANY, CAROTHERS HOLDING COMPANY, INC., CHAPEL HILL MEMORIAL GARDENS & FUNERAL HOME LTD., CHICAGO CEMETERY CORPORATION, CHMP HOLDINGS, INC., CORAL RIDGE FUNERAL HOME AND CEMETERY, INC., DHFH HOLDINGS, INC., DHNC HOLDINGS, INC., DIRECTORS CEMETERY (TEXAS), INC., DOBA-HABY INSURANCE AGENCY, INC., DRMP HOLDINGS, INC., DSP GENERAL PARTNER, INC., EAGLE FINANCIAL ASSOCIATES, INC., EARTHMAN CEMETERY HOLDINGS, INC., EARTHMAN HOLDINGS, INC., EDSB HOLDINGS, INC., ELMWOOD ACQUISITION CORPORATION, EVERGREEN FUNERAL HOME AND CEMETERY, INC., FAMILY CARE, INC., FUNERAL SERVICES ACQUISITION GROUP, INC., GARDEN SANCTUARY ACQUISITION, INC., GRACELAND CEMETERY DEVELOPMENT CO., GREEN LAWN CEMETERY CORPORATION, GREEN SERVICE CORPORATION, H. SAMSON, INC., H.P. BRANDT FUNERAL HOME, INC., HFCC HOLDINGS, INC., HFJC HOLDINGS, INC., HFSC HOLDINGS, INC., KADEK ENTERPRISES OF FLORIDA, INC., KNEE FUNERAL HOME OF WILKINSBURG, INC., LEINKAEMPER CHAPELS, INC., LEVITT WEINSTEIN MEMORIAL CHAPELS, INC., LINEBERRY GROUP, INC., MHI GROUP, INC., MOUNT AUBURN MEMORIAL PARK, INC., NAPLES MEMORIAL GARDENS, INC., NINETEEN THIRTY-FIVE HOLDINGS, INC., NORTHEAST MONUMENT COMPANY, INC., NORTHERN LAND COMPANY, INC., OAK WOODS MANAGEMENT COMPANY, OSIRIS HOLDING CORPORATION, OSIRIS HOLDING OF FLORIDA, INC., PANOLA COUNTY RESTLAND MEMORIAL PARK, INC., PHOENIX MEMORIAL PARK ASSOCIATION, PINEVIEW MEMORIAL PARK, INC., PIONEER FUNERAL PLANS, INC., POTEET HOLDINGS, INC., REEVES, INC., RIDGEWOOD CEMETERY COMPANY, INC., ROBERT DOUGLAS GOUNDREY FUNERAL HOME, INC., RUZICH FUNERAL HOME, INC., RUZICH FUNERAL HOME, INC., S&H PROPERTIES AND ENTERPRISES, INC., SECURITY TRUST PLANS, INC., SOUTHEASTERN FUNERAL HOMES, INC., ST. LAURENT FUNERAL HOME, INC., STEPHENS FUNERAL FUND, INC., THE OAK WOODS CEMETERY ASSOCIATION, THE PORTLAND MEMORIAL, INC., TRAVIS LAND COMPANY, TYLER MEMORIAL FUNERAL HOME AND CHAPEL, INC., UNIVERSAL MEMORIAL CENTERS I, INC., UNIVERSAL MEMORIAL CENTERS II, INC., UNIVERSAL MEMORIAL CENTERS III, INC., VANCOUVER FUNERAL CHAPEL, INC., WACO MEMORIAL PARK, INC., WESTMINSTER GARDENS, INC., WMP, INC., WOODLAWN CEMETERY OF CHICAGO, INC., WOODLAWN MEMORIAL PARK, INC., ZS ACQUISITION, INC.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of each of the entities listed above hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan



and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
PAUL A. HOUSTON      
Paul A. Houston

 

President (Principal Executive Officer)

/s/  
WILLIAM TOTTLE      
William Tottle

 

Vice President and Director (Principal Financial Officer and Principal Accounting Officer)

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

A.L. CEMETERY, ADVANCE FUNERAL INSURANCE SERVICES, ALDERWOODS (NEVADA), INC., ALDERWOODS GROUP (CALIFORNIA), INC., CUSTER CHRISTIANSEN COVINA MORTUARY, INC., DIMOND SERVICE CORPORATION, DIRECTORS SUCCESSION PLANNING II, INC., DIRECTORS SUCCESSION PLANNING, INC., DSP GENERAL PARTNER II, INC., EARTHMAN LP, INC., GLASBAND-MALINOW-WEINSTEIN MORTUARY, INC., GLASBAND-WILLEN MORTUARIES, HARBOR LAWN MEMORIAL PARK, INC., NEEL FUNERAL DIRECTORS, INC., RH CEMETERY CORP., RH MORTUARY CORPORATION, RH SATELLITE PROPERTIES CORP., SAN FERNANDO MORTUARY, INC., UNIVERSAL MEMORIAL CENTERS V, INC., UNIVERSAL MEMORIAL CENTERS VI, INC., WHITE FUNERAL HOME, INC., WHITEHURST-LAKEWOOD MEMORIAL PARK AND FUNERAL SERVICE, INC., WORKMAN MILL INVESTMENT COMPANY

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of each of the entities listed above hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
SHAWN R. PHILLIPS      
Shawn R. Phillips

 

President (Principal Executive Officer)

/s/  
WILLIAM TOTTLE      
William Tottle

 

Vice President and Director (Principal Financial Officer and Principal Accounting Officer)

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

ALDERWOODS (TEXAS), INC.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Alderwoods (Texas), Inc., a California corporation, hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
SHAWN R. PHILLIPS      
Shawn R. Phillips

 

President (Principal Executive Officer)

/s/  
WILLIAM TOTTLE      
William Tottle

 

Vice President and Director (Principal Financial Officer and Principal Accounting Officer)

/s/  
ANDREW J. GAUNTLEY      
Andrew J. Gauntley

 

Director

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

ALDERWOODS (DELAWARE), INC.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Alderwoods (Delaware), Inc., a Delaware corporation, hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
PAUL A. HOUSTON      
Paul A. Houston

 

President (Principal Executive Officer)

/s/  
KENNETH A. SLOAN      
Kenneth A. Sloan

 

Treasurer (Principal Financial Officer and Principal Accounting Officer)

/s/  
WILLIAM TOTTLE      
William Tottle

 

Director

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Director

ALDERWOODS (MICHIGAN), INC.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Alderwoods (Michigan), Inc., a Michigan corporation, hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
PAUL A. HOUSTON      
Paul A. Houston

 

President (Principal Executive Officer)

/s/  
WILLIAM TOTTLE      
William Tottle

 

Vice President (Principal Financial Officer and Principal Accounting Officer)

/s/  
BARRY BURHHAM      
Barry Burhham

 

Director

ROSE HILLS COMPANY AND ROSE HILLS HOLDINGS CORP.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the entities listed above hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
KENTON C. WOODS      
Kenton C. Woods

 

President, Chief Executive Officer and Director (Principal Executive Officer)

/s/  
MARY C. GUZMAN      
Mary C. Guzman

 

Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)

/s/  
JEFFERY M. NORDSCHOW      
Jeffery M. Nordschow

 

Controller and Assistant Secretary (Principal Accounting Officer)

/s/  
JOHN S. LACEY      
John S. Lacey

 

Director

/s/  
PAUL A. HOUSTON      
Paul A. Houston

 

Director

/s/  
SHAWN R. PHILLIPS      
Shawn R. Phillips

 

Director

/s/  
KENNETH A. SLOAN      
Kenneth A. Sloan

 

Director

MFH, L.L.C.

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of MFH, L.L.C., a North Carolina limited liability company, hereby constitutes and appoints Paul A. Houston, Kenneth A. Sloan and Ellen Neeman, and each of them, acting alone and without the other, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") one or more registration statement(s) on Form S-4 relating to the registration of Alderwoods Group, Inc.'s 73/4% senior notes due 2012 in connection with the exchange offer of such senior notes, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, any additional registration statement filed pursuant to Rule 426 promulgated under the Securities Act, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.

        This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

        Executed as of this 11th day of May, 2005.

Signature
  Title

/s/  
PAUL A. HOUSTON      
Paul A. Houston

 

President (Principal Executive Officer)

/s/  
WILLIAM TOTTLE      
William Tottle

 

Vice President and Manager (Principal Financial Officer and Principal Accounting Officer)

/s/  
ELLEN NEEMAN      
Ellen Neeman

 

Manager



QuickLinks

EX-25.1 39 a2157299zex-25_1.htm EXHIBIT 25.1
QuickLinks -- Click here to rapidly navigate through this document


EXHIBIT 25.1



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
(Jurisdiction of incorporation or organization if not a U.S. national bank)
  94-1347393
(I.R.S. Employer Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)

 

57104
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

ALDERWOODS GROUP, INC.(1)
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  52-1522627
(I.R.S. Employer Identification No.)

311 Elm Street, Suite 1000
Cincinnati, Ohio
(Address of principal executive offices)

 

45202
(Zip code)

7.75% Senior Notes due 2012
(Title of the indenture securities)



(1)
See Table 1—List of additional obligors

TABLE 1

        The name and address of the agent for service for each of the additional obligors below is the same as set forth for Alderwoods Group, Inc. on the cover page of this statement.

Name

  Jurisdiction of Formation
  Address of Principal Executive Office
  I.R.S. Employer Identification Number
  Primary Standard Industrial Code Number
Advanced Planning (Alabama), Inc.   Alabama   311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
  52-1718414   7200

Alderwoods (Alaska), Inc.

 

Alaska

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

92-0141169

 

7200

Alderwoods (Arizona), Inc.

 

Arizona

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1893533

 

7200

Phoenix Memorial Park Association

 

Arizona

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0374463

 

7200

Alderwoods (Arkansas), Inc.

 

Arkansas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

71-0591408

 

7200

A.L. Cemetery

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

33-06550856

 

7200

Advance Funeral Insurance Services

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

77-0116463

 

7200

Alderwoods (Texas), Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1950552

 

7200

Alderwoods Group (California), Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

94-2268419

 

7200

Custer Christiansen Covina Mortuary, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-2828513

 

7200

Dimond Service Corporation

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-3400714

 

7200

Directors Succession Planning, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150188

 

7200

Directors Succession Planning II, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0230987

 

7200

DSP General Partner II, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0220577

 

7200

Earthman LP, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0366302

 

7200

Glasband-Malinow-Weinstein Mortuary, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

N/A

 

7200

Glasband-Willen Mortuaries

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-2249986

 

7200
                 

2



Harbor Lawn Memorial Park, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-3585508

 

7200

Neel Funeral Directors, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-2046357

 

7200

RH Mortuary Corporation

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915772

 

7200

San Fernando Mortuary, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-4526858

 

7200

Universal Memorial Centers V, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-1001733

 

7200

Universal Memorial Centers VI, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

68-0187592

 

7200

White Funeral Home, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-3629240

 

7200

Whitehurst-Lakewood Memorial Park and Funeral Service, Inc.

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

77-0210095

 

7200

Workman Mill Investment Company

 

California

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

95-4398079

 

7200

Alderwoods (Colorado), Inc.

 

Colorado

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

84-0624911

 

7200

Alderwoods (Connecticut), Inc.

 

Connecticut

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

06-1421793

 

7200

Administration Services, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

51-0395357

 

7200

Alderwoods (Alabama), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0136395

 

7200

Alderwoods (Commissioner), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1595852

 

7200

Alderwoods (Delaware), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1264591

 

7200

Alderwoods (Mississippi), Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-0505230

 

7200

Alderwoods (Texas), L.P.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150185

 

7200

American Burial and Cremation Centers, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1300771

 

7200

Directors (Texas), L.P.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150186

 

7200
                 

3



H.P. Brandt Funeral Home, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1028037

 

7200

Leinkaemper Chapels, Inc.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0136394

 

7200

Osiris Holding Corporation

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-2587718

 

7200

RH Cemetery Corp.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915769

 

7200

RH Satellite Properties Corp.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3918384

 

7200

Rose Hills Company

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915765

 

7200

Rose Hills Holding Corp.

 

Delaware

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

13-3915767

 

7200

Coral Ridge Funeral Home and Cemetery, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2364016

 

7200

Funeral Services Acquisition Group, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2286868

 

7200

Garden Sanctuary Acquisition, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-3391101

 

7200

Kadek Enterprises of Florida, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2502540

 

7200

Levitt Weinstein Memorial Chapels, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3061242

 

7200

MHI Group, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-1214129

 

7200

Naples Memorial Gardens, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

65-0349037

 

7200

Osiris Holding of Florida, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-2587718

 

7200

Security Trust Plans, Inc.

 

Florida

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

59-2150129

 

7200

Advanced Planning of Georgia, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2112439

 

7200

Alderwoods (Georgia), Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2385435

 

7200

Alderwoods (Georgia) Holdings, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-1602300

 

7200
                 

4



Green Lawn Cemetery Corporation

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-0860540

 

7200

Poteet Holdings, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-0707797

 

7200

Southeastern Funeral Homes, Inc.

 

Georgia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2019195

 

7200

Alderwoods (Chicago Central), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-4048977

 

7200

Alderwoods (Chicago North), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3654787

 

7200

Alderwoods (Chicago South), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-4044832

 

7200

Alderwoods (Illinois), Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

37-1231262

 

7200

Chapel Hill Memorial Gardens & Funeral Home Ltd.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-4127091

 

7200

Chicago Cemetery Corporation

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-0897690

 

7200

Elmwood Acquisition Corporation

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3888100

 

7200

Mount Auburn Memorial Park, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-2760085

 

7200

The Oak Woods Cemetery Association

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-1569950

 

7200

Pineview Memorial Park, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-2818991

 

7200

Ridgewood Cemetery Company, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-1686110

 

7200

Ruzich Funeral Home, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

52-1718086

 

7200

Woodlawn Cemetery of Chicago, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-3875288

 

7200

Woodlawn Memorial Park, Inc.

 

Illinois

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

36-2872771

 

7200
                 

5



Advance Planning of America, Inc.

 

Indiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

35-2047255

 

7200

Alderwoods (Indiana), Inc.

 

Indiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

35-1797405

 

7200

Ruzich Funeral Home, Inc.

 

Indiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

52-1730922

 

7200

Alderwoods (Iowa), Inc.

 

Iowa

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

39-1874936

 

7200

Alderwoods (Kansas), Inc.

 

Kansas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

48-1180531

 

7200

Alderwoods (Partner), Inc.

 

Kentucky

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1206758

 

7200

Alderwoods (Louisiana), Inc.

 

Louisiana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

61-1297000

 

7200

Alderwoods (Maryland), Inc.

 

Maryland

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

52-0660604

 

7200

Alderwoods (Massachusetts), Inc.

 

Massachusetts

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

04-3100570

 

7200

Doba-Haby Insurance Agency, Inc.

 

Massachusetts

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

04-3166007

 

7200

Alderwoods (Michigan), Inc.

 

Michigan

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

38-3220735

 

7200

AMG, Inc.

 

Michigan

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

38-2168364

 

7200

WMP, Inc.

 

Michigan

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

38-1149970

 

7200

Alderwoods (Minnesota), Inc.

 

Minnesota

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

41-0144090

 

7200

Family Care, Inc.

 

Mississippi

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

64-0547070

 

7200

Stephens Funeral Fund, Inc.

 

Mississippi

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

64-0646679

 

7200

Alderwoods (Missouri), Inc.

 

Missouri

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

43-1728986

 

7200

Alderwoods (Montana), Inc.

 

Montana

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

81-0241169

 

7200

Alderwoods (Nevada), Inc.

 

Nevada

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

88-0176788

 

7200
                 

6



Robert Douglas Goundrey Funeral Home, Inc.

 

New Hampshire

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

02-0301158

 

7200

St. Laurent Funeral Home, Inc.

 

New Hampshire

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

02-0356064

 

7200

ZS Acquisition, Inc.

 

New Hampshire

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

02-0483693

 

7200

Alderwoods (New Mexico), Inc.

 

New Mexico

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

85-0369414

 

7200

Alderwoods (New York), Inc.

 

New York

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

16-1132864

 

7200

Northeast Monument Company, Inc.

 

New York

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

11-3411832

 

7200

Alderwoods (North Carolina), Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

56-1018691

 

7200

Carothers Holding Company, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0116495

 

7200

Lineberry Group, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0116499

 

7200

Reeves, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

58-2004823

 

7200

Westminster Gardens, Inc.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

56-0526784

 

7200

MFH, L.L.C.

 

North Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

Not applicable

 

7200

Alderwoods (Ohio) Cemetery Management, Inc.

 

Ohio

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

31-1454681

 

7200

Alderwoods (Ohio) Funeral Home, Inc.

 

Ohio

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

31-1274392

 

7200

Alderwoods (Oklahoma), Inc.

 

Oklahoma

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

73-0351460

 

7200

Alderwoods (Oregon), Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0755823

 

7200

The Portland Memorial, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0746673

 

7200

Universal Memorial Centers I, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0941140

 

7200

Universal Memorial Centers II, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0991047

 

7200
                 

7



Universal Memorial Centers III, Inc.

 

Oregon

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-0992653

 

7200

Alderwoods (Pennsylvania), Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1269127

 

7200

Bright Undertaking Company

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1672360

 

7200

H. Samson, Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-0774160

 

7200

Knee Funeral Home of Wilkinsburgh, Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-1672361

 

7200

Nineteen Thirty-Five Holdings, Inc.

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

25-0599000

 

7200

Oak Woods Management Company

 

Pennsylvania

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

23-2592350

 

7200

Alderwoods (Rhode Island), Inc.

 

Rhode Island

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

05-0497178

 

7200

Alderwoods (South Carolina), Inc.

 

South Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

57-1004893

 

7200

Graceland Cemetery Development Co.

 

South Carolina

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

57-0294689

 

7200

Alderwoods (Tennessee), Inc.

 

Tennessee

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

62-1477278

 

7200

Eagle Financial Associates, Inc.

 

Tennessee

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

62-1527687

 

7200

Alderwoods (Texas) Cemetery, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150187

 

7200

CHMP Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1021422

 

7200

DRMP Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1486424

 

7200

DHFH Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1057852

 

7200

DHNC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1400487

 

7200

Directors Cemetery (Texas), Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0155745

 

7200

DSP General Partner, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0150189

 

7200

Earthman Cemetery Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1697945

 

7200
                 

8



Earthman Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0168314

 

7200

EDSB Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-2072334

 

7200

HFCC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1285388

 

7200

HFJC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

98-0168315

 

7200

HFSC Holdings, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-2302827

 

7200

Panola County Restland Memorial Park, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1248149

 

7200

Pioneer Funeral Plans, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1301886

 

7200

Travis Land Company

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1496415

 

7200

Tyler Memorial Funeral Home and Chapel, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

75-1422447

 

7200

Waco Memorial Park, Inc.

 

Texas

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

74-1059069

 

7200

Alderwoods (Virginia), Inc.

 

Virginia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

54-1752820

 

7200

Alderwoods (Washington), Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-0626414

 

7200

Evergreen Funeral Home and Cemetery, Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1237322

 

7200

Green Service Corporation

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-0934791

 

7200

S&H Properties and Enterprises, Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-1249280

 

7200

Vancouver Funeral Chapel, Inc.

 

Washington

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

91-0624755

 

7200

Alderwoods (West Virginia), Inc.

 

West Virginia

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

55-0560791

 

7200

Alderwoods (Wisconsin), Inc.

 

Wisconsin

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

39-1021129

 

7200

Northern Land Company, Inc.

 

Wisconsin

 

311 Elm Street, Suite 1000
Cincinnati, Ohio 45202

 

93-1807638

 

7200

9


Item 1.    General Information. Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.


    Comptroller of the Currency
    Treasury Department
    Washington, D.C.


    Federal Deposit Insurance Corporation
    Washington, D.C.


    Federal Reserve Bank of San Francisco
    San Francisco, California 94120

    (b)
    Whether it is authorized to exercise corporate trust powers.


    The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.


None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee. Not applicable.

Item 16.    List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.   A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.

 

A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.

 

See Exhibit 2

Exhibit 4.

 

Copy of By-laws of the trustee as now in effect.***

Exhibit 5.

 

Not applicable.

Exhibit 6.

 

The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.

 

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.****

Exhibit 8.

 

Not applicable.

Exhibit 9.

 

Not applicable.

*
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

**
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

***
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

10


****
Incorporated by reference to exhibit of the same number to the trustee's Form T-1 filed as exhibit T3G to the Form T-3 dated March 14, 2005 of Fair Isaac Corporation file number 022-28775.

11


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 4th day of May 2005.

  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

/s/  
JEFFREY T. ROSE      
Jeffery T. Rose
Corporate Trust Officer

12


EXHIBIT 6

May 4, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

  Very truly yours,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

/s/  
JEFFREY T. ROSE      
Jeffery T. Rose
Corporate Trust Officer

13




QuickLinks

EX-99.1 40 a2157299zex-99_1.htm EXHIBIT 99.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

        LETTER OF TRANSMITTAL

Offer to Exchange its
73/4% Senior Notes due 2012
Which Have Been Registered under the Securities Act of 1933
for Any and All Outstanding
73/4% Senior Notes Due 2012
Pursuant to the Prospectus dated                     , 2005

ALDERWOODS GROUP, INC.


            THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.


The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, N.A.

By Registered or Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, Minnesota 55480
  By Regular Mail or Overnight Carrier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th & Marquette Avenue
Minneapolis, Minnestoa 55479
  In Person By Hand Only:
Wells Fargo Bank, N.A.
Corporate Trust
Northstar East Building—12th Floor
608 2nd Avenue South
Minneapolis, Minnesota 55402

By Facsimile:
(612) 667-4927

 

For Information Call:
(800) 344-5128

 

To Confirm by Telephone:
(800) 344-5128
(612) 667-9764

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

        The undersigned hereby acknowledges receipt of the prospectus, dated                     , 2005, of Alderwoods Group, Inc., a Delaware corporation, which, together with this letter of transmittal, constitute the Company's offer to exchange $1,000 principal amount of its 73/4% Senior Notes due 2012, which have been registered under the Securities Act of 1933 for each $1,000 principal amount of its outstanding 73/4% Senior Notes due 2012, of which $200,000,000 aggregate principal amount is outstanding.

        IF YOU DESIRE TO EXCHANGE YOUR OUTSTANDING NOTES FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF EXCHANGE NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

        This Letter of Transmittal is to be used by holders of Outstanding Notes (as defined below) either if Outstanding Notes are to be forwarded herewith or, unless an Agent's Message (as defined below) is utilized, tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by Wells Fargo Bank, N.A. (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus.

        Holders of Outstanding Notes whose certificates (the "Certificates") for such Outstanding Notes are not immediately available or who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery" in the Prospectus.


        DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal, the Notice of Guaranteed Delivery and related documents may be directed to Wells Fargo Bank, N.A., at the addresses and telephone numbers set forth on the cover page of this Letter of Transmittal. See instruction 8 below.

        List below the Outstanding Notes of which you are a holder. If the space provided below is inadequate, list the certificate numbers and principal amount on a separate signed schedule and attach that schedule to this Letter of Transmittal. See Instruction 3.

All Tendering Holders Complete this Box:



DESCRIPTION OF OUTSTANDING NOTES SURRENDERED



 
   
  Outstanding Notes Surrendered
(attach additional schedule if necessary)

 
   
 

Name(s) and address(es) of registered holder(s)
(Please fill in, if blank)

  Certificate
Number(s)*

  Aggregate Principal
Amount

  Principal Amount
Tendered**



            $   $
            
            
            
            
        Total Amount
Tendered:
  $   $

  *   Need not be completed by book-entry holders. Such holders should check appropriate box below and provide the requested information.
**   Need not be completed if tendering for exchange of all Outstanding Notes held. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000. All Outstanding Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.

2


(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY.
SEE INSTRUCTION 1)

METHOD OF DELIVERY

o
CHECK HERE IF SURRENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Surrendering Participant:    
   
        DTC Account Number:    
   
        Transaction Code Number:    
   
o
CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s):    
   
        Window Ticket Number (if any):    
   
        Date of Notice of Guaranteed Delivery:    
   
        Institution Which Guaranteed Delivery:    
   
        If Guaranteed Delivery is to be made by book-entry transfer:    
   
        Name of Tendering Institution:    
   
        DTC Account Number:    
   
        Transaction Code Number:    
   
o
CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET- MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:    
   
        Address:    
   
        Telephone Number and Contact Person:    
   

3


NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to Alderwoods Group, Inc., a Delaware corporation (the "Company"), the above-described principal amount of the Company's outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes"), in exchange for a like principal amount of the Company's 73/4% Senior Notes due 2012 (the "Exchange Notes"), which have been registered under the Secutities Act of 1933 (the "Securities Act"), upon the terms and subject to the conditions set forth in the prospectus dated                        , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer").

        Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer and as Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) with respect to the tendered Outstanding Notes, with full power of substitution and re-substitution (such power of attorney being an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to: (i) deliver Certificates for Outstanding Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued in exchange for such Outstanding Notes; (ii) present Certificates for such Outstanding Notes for transfer, and to transfer such Outstanding Notes on the account books maintained by DTC or any other relevant securities register; and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

        The undersigned represents and warrants that the undersigned (i) owns the Outstanding Notes tendered and is entitled to tender such Outstanding Notes and (ii) has full authority to tender, exchange, sell, assign and transfer the Outstanding Notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Outstanding Notes tendered hereby are not subject to any adverse claims or rights, restrictions or proxies of any kind. The undersigned also represents and warrants that it will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Outstanding Notes tendered hereby or to transfer ownership of such Outstanding Notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the Exchange Offer.

        The name(s) and address(es) of the registered holder(s) of the Outstanding Notes tendered hereby are printed above, if they are not already set forth above, as they appear on the Certificates representing such Outstanding Notes. The Certificate number(s) and amount of Outstanding Notes that the undersigned wishes to tender are indicated in the appropriate boxes above.

        If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, the undersigned understands that Certificates for such unexchanged or untendered Outstanding Notes will be returned (or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus and in the Instructions herein will, upon the Company's acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes tendered hereby.

4



        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Outstanding Notes, be credited to the account at DTC indicated above in the box entitled "Description of Outstanding Notes Surrendered." If applicable, substitute Certificates representing Outstanding Notes not exchanged or not accepted for exchange are to be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Notes, are to be credited to the account at DTC indicated above. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver Exchange Notes to the undersigned at the address shown below the undersigned's signature.

        By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned hereby represents and agrees that: (i) the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act; (ii) any Exchange Notes to be received by the undersigned are being acquired in the ordinary course of its business; (iii) the undersigned is not participating in, and has no arrangement or understanding with any person to participate in, the distribution (within the meaning of the Securities Act) of Exchange Notes to be received in the Exchange Offer; (iv) if the undersigned is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations; (v) if the undersigned is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985; (vi) the undersigned acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934 or is participating in the exchange offer for the purpose of distributing the Exchange Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission set forth in certain no-action letters; (vii) the undersigned understands that a secondary resale transaction described in clause (vi) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Outstanding Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act; and (viii) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes.

        If the undersigned is a broker-dealer, by tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents and agrees that such Outstanding Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Company has agreed that it will make the Prospectus available to any participating broker-dealer in connection with any such resale until the earlier of (i) 180 days from the date on which the registration statement of which the Prospectus is a part is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a Prospectus.

        All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus and in the Instructions contained in this Letter of Transmittal, this tender is irrevocable.

        Tendered Outstanding Notes may be withdrawn at any time prior to 5:00 p.m., New York City Time on                        , 2004 or on such later date or time to which the Company may extend the Exchange Offer.

5




PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
         
         



Signature(s) of Owner(s)

Dated:

 

    


 

 

                This Letter of Transmittal must be signed by the registered holder(s) exactly as their name(s) appear(s) on the Certificate(s) for the Outstanding Notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Outstanding Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then please set forth full title. See Instructions 2 and 5.

Name(s):       

    

(Please Type or Print)

Capacity (full title):

 

    


Address:

 

    


    

(Include Zip Code)

Area Code and Tel. No.:

 

    


Taxpayer Identification or Social Security Number:

 

    

Signature(s) Guaranteed by:
(If Required—See Instructions 2 and 5)


Authorized
Signature:

 

    


Name of Firm:

 

    


Address and Tel. No.:

 

    


Dated:

 

    


Medallion Guarantee:

 

 

 

6



    SPECIAL ISSUANCE INSTRUCTIONS
    (See Instructions 2, 5 and 6)

                To be completed ONLY if Certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person whose signature(s) appear(s) on this Letter of Transmittal above.

    Issue Exchange Notes and/or Outstanding Notes to:

Name:       
(Please type or print)

Address:

 

    


 

 

    

(zip code)

Telephone Number:

 

    


Taxpayer Identification
Number or Social
Security Number:

 

    


(Complete Substitute Form W-9)

 

 

 


    SPECIAL DELIVERY INSTRUCTIONS
    (See Instructions 2, 5 and 6)

                To be completed ONLY if Certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above or to such person or persons at an address other than shown in the box above entitled "Description of Outstanding Notes Surrendered."

    Deliver Exchange Notes and/or Outstanding Notes to:

Name:       
(Please type or print)

Address:

 

    


 

 

    

(zip code)

Telephone Number:

 

    


Taxpayer Identification
Number or Social
Security Number:

 

    


IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING NOTES AND ANY OTHER DOCUMENTS REQUIRED) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

7



INSTRUCTIONS

    1.    Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered, and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

        Holders of Outstanding Notes may tender their Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send an Agent's Message to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Deliver through ATOP.

        The term "Agent's Message" means a message, transmitted by DTC and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from the tendering participant that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such participant. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount.

        Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery" in the Prospectus.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Any Letter of Transmittal sent by facsimile must be promptly followed by delivery of the original Letter of Transmittal to the Exchange Agent at one of the addresses set forth on the cover page of this Letter of Transmittal. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association.

8


        The method of delivery of Certificates for Outstanding Notes, this Letter of Transmittal and all other required documents is at the option and sole risk of the tendering holder, and delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent and proper insurance should be obtained. No Letter of Transmittal or Certificates for Outstanding Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for such holders.

        The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

    2.    Guarantee of Signatures.

        No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above; or (ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

    3.    Inadequate Space.

        If the space provided in the box captioned "Description of Outstanding Notes Surrendered" is inadequate, the Certificate number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.

    4.    Partial Tenders and Withdrawal Rights.

        Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000 stated principal amount. If less than all the Outstanding Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Outstanding Notes which are to be tendered in the "Principal Amount Tendered" column in the box entitled "Description of Outstanding Notes Tendered." In such case, new Certificate(s) for the remainder of the Outstanding Notes that were evidenced by the old Certificate(s) will be sent to the tendering holder, unless the appropriate boxes on this Letter of Transmittal are completed, promptly after the Expiration Date. All Outstanding Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        Except as otherwise provided herein or in the Prospectus, tenders of Outstanding Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective, a written or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, the aggregate principal amount of Outstanding Notes to be withdrawn and, if Certificates for such Outstanding Notes have been tendered, the name of the registered holder of the Outstanding Notes as set forth on the Certificate(s), if different from that of the person who tendered such Outstanding Notes. If Certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, the notice of withdrawal must specify the serial numbers on the particular Certificates for the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Outstanding Notes tendered for the account of an Eligible Institution. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Book-Entry Transfer" in the Prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Outstanding Notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of Outstanding Notes may not be rescinded. Outstanding Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus.

9



        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its reasonable judgment, which determination shall be final and binding on all parties. None of the Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Outstanding Notes which have been tendered but which are withdrawn will be returned to the holder thereof promptly after withdrawal.

    5.    Signatures on Letter of Transmittal and Endorsements.

        If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) or on a security position listing, without alteration, enlargement or any change whatsoever.

        If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Outstanding Notes are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof or Agent's Messages in lieu thereof) as there are names in which Certificates are registered.

        If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company, in its reasonable judgment, of such persons' authority to so act.

        When this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed and transmitted hereby, the Certificate(s) must be endorsed or accompanied by appropriate bond power(s), signed exactly as the name(s) of the registered owner(s) appear(s) on the Certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Outstanding Notes may require in accordance with the restrictions on transfer applicable to the Outstanding Notes. Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

    6.    Special Issuance or Delivery Instructions.

        If Exchange Notes or Certificates for Outstanding Notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, Outstanding Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC.

    7.    Irregularities.

        The Company will determine, in its reasonable judgment, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Outstanding Notes, which determination shall be final and binding on all parties. The Company reserves the right, in its reasonable judgment, to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in "The Exchange Offer—Conditions to the Exchange Offer" in the Prospectus or any defect or irregularity in any tender of Outstanding Notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the Instructions) will be final and binding. No tender of Outstanding Notes will be

10


deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. None of the Company, any affiliates or assigns of the Company, the Exchange Agent, or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

    8.    Questions, Requests for Assistance and Additional Copies.

        Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth above. Additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

    9.    Backup Withholding; Substitute Form W-9.

        Under the federal income tax laws, payments that may be made by the Company on account of Exchange Notes may be subject to backup withholding at the rate of 28%. In order to avoid backup withholding, each tendering U.S. holder should complete and sign the Substitute Form W-9 included in this Letter of Transmittal and either (i) provide the correct taxpayer identification number ("TIN") and certify, under penalties of perjury, that the TIN provided is correct and that (a) the holder has not been notified by the Internal Revenue Service (the "IRS") that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (b) the IRS has notified the holder that the holder is no longer subject to backup withholding; or (ii) provide an adequate basis for exemption. If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I, the Company (or the paying agent under the Indenture governing the Exchange Notes) will retain a percentage (equal to the applicable backup withholding rate—28%) of payments made to the tendering holder during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent or the Company with its TIN within 60-days after the date of the Substitute Form W-9, the Company (or the paying agent) will remit such amounts retained during the 60-day period to the holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, the holder does not provide the Exchange Agent or the Company with its TIN within such 60-day period, the Company (or the paying agent) will remit such previously retained amounts to the IRS as backup withholding and, until a correct TIN is provided, will backup withhold (at the applicable rate) on all payments made thereafter. In general, if a holder is an individual, the taxpayer identification number is that individual's Social Security Number. If the Exchange Agent or the Company is not provided with the correct taxpayer identification number, the holder may be subject to a $50 penalty imposed by the IRS. Certain holders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. In order for a foreign holder to qualify as an exempt recipient, such holder must submit to the Exchange Agent or the Company the appropriate IRS Form W-8 (and not the Substitute Form W-9), signed under penalties of perjury, attesting to that individual's exempt status. Such forms can be obtained from the Exchange Agent upon request. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Outstanding Notes are registered in more than one name), consult the guidelines included in the Request for Taxpayer Identification Number and Certification on Form W-9. You may obtain a copy of this document at the IRS' website at www.irs.gov.

        Failure to complete the Substitute Form W-9 will not, by itself, cause Outstanding Notes to be deemed invalidly tendered, but may require the Company (or the paying agent) to withhold (at the applicable 28% rate) from any payments made on account of the Exchange Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

    10.    Mutilated, Lost, Destroyed or Stolen Certificates.

        If any Certificate(s) representing Outstanding Notes has been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen Certificate(s) have been followed.

11


    11.    Security Transfer Taxes.

        Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that if Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

        IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES OR A BOOK ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5.00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

12


IF FURTHER INSTRUCTIONS ARE NECESSARY, CONTACT THE
EXCHANGE AGENT AT 1-800-344-5128.

TO BE COMPLETED BY ALL SURRENDERING REGISTERED HOLDERS
(SEE INSTRUCTION 9)


PAYOR'S NAME:


SUBSTITUTE
FORM W-9
Department of the Treasury,
Internal Revenue Service

 

Part 1—Please provide your TIN in the box at right and certify by signing and dating below.

 

  
TIN                                                  
(Social Security Number
or Employer ID Number)
   
Payor's Request for Taxpayer
Identification Number ("TIN")
and Certification
  Part 2—For Payees exempt from backup withholding
(See instructions below)
   
    Part 3—Certifications—Under penalties of perjury, I certify that:

 

 

(1)    the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and

 

 

(2)    I am not subject to backup withholding either because: (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding.

 

 

(3)    I am a U.S. person.
    Signature:       
  Date:       

               

You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if, after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2) (also see instructions in the enclosed Guidelines).

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART 1 OF SUBSTITUTE FORM W-9.


CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within 60 days.

Signature:       
  Date:       


NOTE:

 

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

13


FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH REGISTERED HOLDER OR HIS OR HER BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE EXCHANGE AGENT AT ONE OF ITS ADDRESSES SET FORTH BELOW.        

The Exchange Agent is:

WELLS FARGO BANK, N.A.

 
   
   
By Registered or Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, Minnesota 55480
  By Regular Mail or Overnight Carrier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th & Marquette Avenue
Minneapolis, Minnestoa 55479
  In Person By Hand Only:
Wells Fargo Bank, N.A.
Corporate Trust
Northstar East Building—12th Floor
608 2nd Avenue South
Minneapolis, Minnesota 55402

By Facsimile:
(612) 667-4927

 

For Information Call:
(800) 344-5128

 

To Confirm by Telephone:
(800) 344-5128
(612) 667-9764

Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone numbers listed above. Additional copies of this Letter of Transmittal and other documents may be obtained from the Exchange Agent, and will be furnished promptly at the Company's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

14




GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYOR. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payor. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

 
   
   
   
FOR THIS TYPE OF ACCOUNT:   GIVE THE SOCIAL SECURITY NUMBER OF—
1.   Individual   The individual
2.   Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account(1)
3.   Custodian account of a minor (Uniform Gift to Minors Act)   The minor(2)
4.   a.   The usual revocable savings trust account (grantor is also trustee)   The grantor-trustee(1)
    b.   So-called trust account that is not a legal or valid trust under state law   The actual owner(1)
5.   Sole proprietorship or single-owner LLC   The owner(3)

FOR THIS TYPE OF ACCOUNT:

 

GIVE THE EMPLOYER IDENTIFICATION NUMBER OF—

6.

 

Sole proprietorship or single-owner LLC

 

The owner(3)
7.   A valid trust, estate, or pension trust   The legal entity(4)
8.   Corporate or LLC electing corporate status on Form 8832   The corporation
9.   Association, club, religious, charitable, educational, or other tax-exempt organization account   The organization
10.   Partnership   The partnership
11.   A broker or registered nominee   The broker or nominee
12.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity

1.
List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

2.
Circle the minor's name and furnish the minor's social security number.

3.
You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

4.
List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

15




GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1-800-TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE:

    An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

    The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

    An international organization or any agency or instrumentality thereof.

    A foreign government and any political subdivision, agency or instrumentality thereof.

OTHER PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

    A corporation.

    A financial institution.

    A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

    A real estate investment trust.

    A common trust fund operated by a bank under Section 584(a).

    An entity registered at all times during the tax year under the Investment Company Act of 1940.

    A middleman known in the investment community as a nominee or custodian.

    A futures commission merchant registered with the Commodity Futures Trading Commission.

    A foreign central bank of issue.

PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

    Payments to nonresident aliens subject to withholding under Section 1441.

    Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

    Payments of patronage dividends not paid in money.

    Payments made by certain foreign organizations.

    Section 404(k) payments made by an ESOP.

PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

    Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the Payor.

    Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

    Payments described in Section 6049(b)(5) to nonresident aliens.

    Payments on tax-free covenant bonds under Section 1451.

16


    Payments made by certain foreign organizations.

    Mortgage interest paid to you.

        Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

        EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

        PRIVACY ACT NOTICE.    Section 6109 requires you to provide your correct taxpayer identification number to payors, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement, other non-tax enforcement or litigation purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a Payor. Certain penalties may also apply.

PENALTIES

        (1)    FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.    If you fail to furnish your taxpayer identification number to a Payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        (2)    CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.    If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

        (3)    CRIMINAL PENALTY FOR FALSIFYING INFORMATION.    Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

17




QuickLinks

INSTRUCTIONS
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
EX-99.2 41 a2157299zex-99_2.htm EXHIBIT 99.2

Exhibit 99.2

ALDERWOODS GROUP, INC.
   
Offer to Exchange its
73/4% Senior Notes Due 2012
Which Have Been Registered Under the Securities Act of 1933
for Any and All Outstanding
73/4% Senior Notes Due 2012
Pursuant to the Prospectus dated                        , 2005

To:   Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        We are enclosing herewith the materials listed below relating to the offer by Alderwoods Group, Inc., a Delaware corporation (the "Company"), to exchange its 73/4% Senior Notes due 2012 (the "Exchange Notes"), which have been registered under the Securities Act of 1933 (the "Securities Act"), for its outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the prospectus dated                        , 2005 (as amended or supplemented from time to time, the "Prospectus") of the Company and the related letter of transmittal (as amended or supplemented from time to time, the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer").

        Enclosed herewith are copies of the following documents:

      1.
      Prospectus;

      2.
      Letter of Transmittal relating to the Outstanding Notes for your use and for the information of your clients;

      3.
      Notice of Guaranteed Delivery relating to the Outstanding Notes to be used to accept the Exchange Offer if certificates for Outstanding Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent (as defined below) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

      4.
      Letter that may be sent to your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, to accompany the instructions referred to below, for obtaining the client's instructions with regard to the Exchange Offer; and

      5.
      Instructions to Registered Holder from Beneficial Owner.

        To participate in the Exchange Offer, a beneficial holder must either:

    cause to be delivered to Wells Fargo Bank, N.A. (the "Exchange Agent"), at the address set forth in the Letter of Transmittal, definitive certificated notes representing Outstanding Notes in proper form for transfer together with a duly executed and properly completed Letter of Transmittal, with any required signature guarantees and any other required documents; or

    cause a DTC (as defined below) participant to tender such holder's Outstanding Notes to the Exchange Agent's account maintained at the Depository Trust Company ("DTC") for the benefit of the Exchange Agent through DTC's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees to be bound by the terms of the letter of transmittal.

        By complying with DTC's ATOP procedures with respect to the Exchange Offer, the DTC participant confirms on behalf of itself and the beneficial owners of tendered Outstanding Notes all



provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the Letter of Transmittal to the Exchange Agent.

        We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2005 (the "Expiration Date"), unless extended by the Company.

        The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

        Pursuant to the Letters of Transmittal, each holder of Outstanding Notes will represent to the Company that (i) the holder is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act; (ii) any Exchange Notes to be received by the holder are being acquired in the ordinary course of its business; (iii) the holder is not participating in, and has no arrangement or understanding with any person to participate in, the distribution (within the meaning of the Securities Act) of Exchange Notes to be received in the Exchange Offer; (iv) if the holder is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations; (v) if the holder is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985; (vi) the holder acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934 or is participating in the exchange offer for the purpose of distributing the Exchange Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission set forth in certain no-action letters; (vii) the holder understands that a secondary resale transaction described in clause (vi) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Outstanding Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act; and (viii) the holder is not acting on behalf of any person or entity who could not truthfully make the foregoing representations. If the holder is not a broker-dealer, the holder represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes.

        The enclosed Instructions to Registered Holder from Beneficial Owner contain an authorization by the beneficial owners of the Outstanding Notes for you to make the foregoing representations.

        The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The Company will not pay or cause to be paid any transfer taxes payable on the transfer of Outstanding Notes to it.

        Any questions regarding the Exchange Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent at the addresses and telephone numbers set forth on the front of the Letter of Transmittal.

    Very truly yours,

 

 

Alderwoods Group, Inc.

 

 

 

2


        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT FOR THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3



EX-99.3 42 a2157299zex-99_3.htm EXHIBIT 99.3
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.3

        NOTICE OF GUARANTEED DELIVERY

Offer to Exchange its
73/4% Senior Notes due 2012
Which Have Been Registered under the Securities Act of 1933
for Any and All Outstanding
73/4% Senior Notes Due 2012
Pursuant to the Prosectus dated                        , 2005

ALDERWOODS GROUP, INC.

        This Notice of Guaranteed Delivery, or one substantially equivalent to this form or an agent's message relating to guaranteed delivery, must be used by registered holders of outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes") of Alderwoods Group, Inc., a Delaware corporation (the "Company"), of which $200,000,000 aggregate principal amount is outstanding, who wish to tender their Outstanding Notes pursuant to the exchange offer described in the prospectus dated                        , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus") and (a) whose certificates for the Outstanding Notes are not immediately available, (b) who cannot deliver their Outstanding Notes, the Letter of Transmittal and all other required documents to Wells Fargo Bank, N.A. (the "Exchange Agent"), or (c) who cannot complete the procedures for book-entry transfer prior to 5:00 p.m., New York City time on                        , 2005 or such later date and time to which the exchange offer may be extended (the "Expiration Date").

        This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent, and must be received by the Exchange Agent prior to the Expiration Date. See "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, N.A.

 
   
   
By Registered or Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, Minnesota 55480
  By Regular Mail or Overnight Carrier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th & Marquette Avenue
Minneapolis, Minnestoa 55479
  In Person By Hand Only:
Wells Fargo Bank, N.A.
Corporate Trust
Northstar East Building—12th Floor
608 2nd Avenue South
Minneapolis, Minnesota 55402

By Facsimile:
(612) 667-4927

 

For Information Call:
(800) 344-5128

 

To Confirm by Telephone:
(800) 344-5128
(612) 667-9764

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.


Ladies and Gentlemen:

        The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the Outstanding Notes indicated below pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery" in the Prospectus and in the instructions to the Letter of Transmittal.

        The undersigned understands that tenders of the Outstanding Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned also understands that tenders of the Outstanding Notes pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal of a tender of Outstanding Notes to be effective, it must be made in accordance with the procedures set forth in the Prospectus under "The Exchange Offer—Withdrawal Rights."

        The undersigned understands that the exchange of any Exchange Notes for Outstanding Notes will be made only after timely receipt by the Exchange Agent of (i) the certificates of the tendered Outstanding Notes, in proper form for transfer (or a book-entry confirmation of the transfer of such Outstanding Notes into the Exchange Agent's account at The Depository Trust Company), and (ii) a Letter of Transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the Letter of Transmittal (or a properly transmitted agent's message), within three New York Stock Exchange, Inc. trading days after the execution hereof.

        All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT'S MESSAGE.

2



PLEASE PRINT NAME(S) AND ADDRESS(ES):

        This notice of guaranteed delivery must be signed by the holder(s) exactly as its name(s) appear(s) on certificate(s) for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:


Name(s) of
Registered Holder(s):
   
   
Signature(s):    
   
Address:    
   
(zip code)                
Account Number:    
   
Date:    
   
Certificate No(s).
(if available)
  Principal Amount of
Outstanding Notes Tendered*
     

 
     

 
     

 
     

 
     

 

*
Must be in integral multiples of $1,000.

3



GUARANTEE OF DELIVERY
(not to be used for signature guarantee)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such Outstanding Notes, into the Exchange Agent's account at the book-entry transfer facility of The Depository Trust Company ("DTC")) with delivery of a properly completed and duly executed Letter of Transmittal (or manually-signed facsimile thereof), with any required signature guarantees, or an agent's message, in the case of a book-entry transfer, and any other required documents, all within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

        The eligible guarantor institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the certificates representing any Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC) and the Letter of Transmittal, or properly transmitted agent's message, to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such eligible guarantor institution.

Name of Firm    

    


 

    

Authorized Signature

Address

 

 

    


 

    

Name

    

(zip code)            

 

    

Title

Phone Number:

 

 

 

 
   
 
Dated

4




QuickLinks

PLEASE PRINT NAME(S) AND ADDRESS(ES)
GUARANTEE OF DELIVERY (not to be used for signature guarantee)
EX-99.4 43 a2157299zex-99_4.htm EXHIBIT 99.4

Exhibit 99.4

ALDERWOODS GROUP, INC.

Offer to Exchange its
73/4% Senior Notes Due 2012
Which Have Been Registered Under the Securities Act of 1933
for Any and All Outstanding
73/4% Senior Notes Due 2012
Pursuant to the Prospectus dated                        , 2005

To Our Clients:

        We are enclosing herewith a prospectus dated                        , 2005 (as amended or supplemented from time to time, the "Prospectus") of Alderwoods Group, Inc., a Delaware corporation (the "Company"), and the related letter of transmittal (as amended or supplemented from time to time, the "Letter of Transmittal"), that together constitute the offer of the Company (the "Exchange Offer") to exchange its 73/4% Senior Notes due 2012 (the "Exchange Notes"), which have been registered under the Securities Act of 1933 (the "Securities Act"), pursuant to a registration statement of which the Prospectus is a part, for its outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes"), of which $200,000,000 aggregate principal amount is outstanding.

        This material is being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the holder of record and pursuant to your instructions.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. We urge you to read the Prospectus and Letter of Transmittal carefully before instructing us to tender your Outstanding Notes.

        Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2005 (the "Expiration Date"), unless extended by the Company. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

        If you wish to have us tender your Outstanding Notes, please so instruct us by completing, executing and returning to us the enclosed instruction form.

THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OUTSTANDING NOTES.

                        Very truly yours,


INSTRUCTIONS TO
REGISTERED HOLDER FROM BENEFICIAL OWNER
OF 73/4% SENIOR NOTES DUE 2012
OF

ALDERWOODS GROUP, INC.

To Registered Holder:

        The undersigned hereby acknowledges receipt of the prospectus dated                        , 2005 (as amended or supplemented from time to time, the "Prospectus") of Alderwoods Group, Inc., a Delaware corporation (the "Company"), and the related Letter of Transmittal, that together constitute the Company's offer (the "Exchange Offer") to exchange its 73/4% Senior Notes due 2012 (the "Exchange Notes"), all of which have been registered under the Securities Act of 1933 (the "Securities Act"), pursuant to a registration statement of which the Prospectus is a part, for its outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes").

        This will instruct you, the registered holder or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned upon and subject to the terms and conditions set forth in the Prospectus and Letter of Transmittal.

        The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

            $                        of the 73/4% Senior Notes due 2012.

With respect to the Exchange Offer, the undersigned hereby instructs you (check the appropriate statement):

A.
To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered—if no amount is entered and the box is checked ALL NOTES WILL BE TENDERED):

    o $                  (1) of the 73/4% Senior Notes due 2012.


(1)
Must be in integral multiples of $1,000

    and not to tender other Outstanding Notes, if any, held by the account for the undersigned;

    OR

B.
NOT to tender any Outstanding Notes by you for the account of the undersigned.

o

        If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act; (ii) any Exchange Notes to be received by the undersigned are being acquired in the ordinary course of its business; (iii) the undersigned is not participating in, and has no arrangement or understanding with any person to participate in, the distribution (within the meaning of the Securities Act) of Exchange Notes to be received in the Exchange Offer; (iv) if the undersigned is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky

2



Regulations; (v) if the undersigned is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985; (vi) the undersigned acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934 or is participating in the exchange offer for the purpose of distributing the Exchange Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission set forth in certain no-action letters; (vii) the undersigned understands that a secondary resale transaction described in clause (vi) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Outstanding Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act; and (viii) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. It is further understood that you are authorized to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal and take such other action as necessary under the Prospectus and Letter of Transmittal to effect the valid tender of the Outstanding Notes. By so acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned hereby represents and warrants that the undersigned (i) owns the Outstanding Notes tendered and is entitled to tender such Outstanding Notes, and (ii) has full power and authority to tender, sell, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title to the tendered notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.

SIGN HERE

Name of Beneficial Owner(s):    
   
Signature(s):    
   
Names(s):    
   
(please print)
Address:    
   
(zip code)                
Telephone Number:    
   
(area code)
Taxpayer Identification Number or
Social Security/Employer
Identification Number:    
   
Date:    
   

3



GRAPHIC 45 g605304.jpg G605304.JPG begin 644 g605304.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`U35),3%]'4D%02$E#4SI;04Q$15)7 M3T]$4UU!3$1%4E=/3T137TU"3%5%7TQ/1T\N15!3_]L`0P`'!08&!@4'!@8& M"`@'"0L2#`L*"@L7$!$-$AL7'!P:%QH9'2$J)!T?*"`9&B4R)2@L+2\P+QTC M-#@T+C@9Z">$X&3 M*UVEZQG6N^0X%JD%!C8>DA.,.$\FSPY8'\0JR[=,9N$"/.CJWF7VTN(/<1FN M=IMON=WM5QU>_DH5,W5C'YW,CN22E/\`\JQMC5Z]HMDBRO+RY$5TC0/6VH\1 MY*SZBNEJ=,JT@KNN\YFFU+->0VS;2S*4I7,G4BE*4B*4I2(I2E(BE*4B*4I2 M(I2E(BE*4B*4I2(I2E(BE*4B*4I2(I2F:1%*4I$4I2D12E*1%*4I$566V"[. M%B%IR'E4B8L+<0GF4YPA/FK^6K*=<0RVMUQ02A`*E*/(`I)JC[!+D:1UDV964^S/&/)':@G!/T4/"I[^#O4?_>4 MGU=_]ZA>NM)W#3ZH\J9/,\2B4J>*2"%`<`227ED+YXO8S'JN9A7" M8X?<3H1)"DA22"",@CKJO-KUSN-LM]M7;IS\53CZDJ+*]TJ&[R-;'9?>O>VF M&FG5[TF$>@)`^4^G#R-:+;?\`W;:?UA?\E9-/7PZD(W:;-1;QZ8NO>;_9 M=.F7#2J)$Z4[)>+[B>D=5O'`/`9J8U!=D'XG-_K#OUJ=55J0!K$6HZ@N;+3\Q;6\B0KX!O*Y#/=5@R]$Z@0T5V_6UT+X'PI?6=T MGQ!X>AJM]+?E%A?M!?U5710Y"MVML-3*$\>!,&BK6U6+^?)E*V/7E]L-V5:] M3*4^RTOHW5+`Z5G]+(^8=?AR-6S>GB+#/D,.$$17%H6@_H$@@U36V)AMK5J' M$`;ST5"E]Y!4/H!5AV)YU_9HK0HEJC&=Y/36.'> MECG&TK+1KFH=2W;W=_2>Y1L,J=Z3IEKY8X8WAVU8UBTGJ*W7J-,EZJD3HC95 MOL.*6-[*2!]HCF<^559L^N>>WL)`22/L@9..VKM8+`Q"`<./;_`+*=$:RH+D\6??\` MY/+:Y-F0-.QGH4M^,X9:4E;*R@D;JN&1U<*C6BK3>=36.1..K+O'D(?4TD!\ MJ0<)!&>.>9[:WNVC\6(GZZC^1=170NM+=IK3S.)>5OJ;5G=RE7/G MU=E;O:W*O5JF0)UNN7DDN^EF'93RWI3*ULNK6"0?0GTK!V*7`-R[G;%J`2XA+Z,GK'PJ^XI]*P9-L7K!6KM1)!4&" M$0N\(XG^`?Q5X*4KU+%MA^\]:Y[-,H7\1_:6)LWO#EYTM&>D/*=E,J4R\M9R M5$'@3X@BM%M'N5S=OUDT[:)S\5Z2E;S2Z!?MH][OQ^*/`'LS!ZM[YI./TWDBUGJB-I6U-JQT\MP;D=I2OFP.*E'L'#/;5:/6[:/J9/MCJ M9:65?$ALO".G'?(59]0%@TX M'"`6(SDRPUG4L>(D*#C`G.4N+K33>'WS=(:!PZ1+I4CS()'K4AT[M1N<1:&; MTTF;'Y%U`"74CM[%?=XU=:DI6DI4D%)&"".!JNM7[-H5P#DRR;D.8Q(_YY"N?8,V^:2O*RWTD28T=UUEP?"L=BAR([ M#Z&IMH)BWZKO3]VU#<$S+FA66H3@PE*1Q!`/!0'YHY2 MKUS680##?'^^TV3+NN-:GIH[ON*SJXH4,](XGM!X$_PCQK*&RV&6R7;]=%OG MFO?`!/AQ^M6.``,#E2LYU3CHGI'M-(TJ'K9ZC[RIYK>K-`J1-1<'+Q9`H)<; M>)WD`^.2GN(.,\Q5F6JXQKK;H]QAK*F'T!:2>8[0>\'A2[1F9ELEQ9"0IEUE M:%@CJ(-078N^XYIJ4PI6\EF40@]Q2DG[\^M28\VHN1U'SF10&FT5@^D_&)!$ MW*]S]9JM0OUR89>N"V042%?`DK(X#..%6!*T1?DM%<#6]TZ<#X0^LE)/D>'H M:K>U?E*8_:ZO]PUT2.5:=98:BH3QX$S:.L6AB_GR92EHUSJ#3MX5:]2J7)9: M7N/;X!<;_2"A\PZ^/,5:E_O+-IT]*O*0'D-M!;8!X+)P$\>PDBJEVS,MMZHC M.HQO.Q$E?B%*`/I]*F%IM\C4&R:/`2O$AR-NME1X$H6=T>'P@5&^NME2[&,[ MSVBRQ6LISG&TT>D;1<-;M2;S>K]/2@.EIMF*[T820`3PY`<>`QYU)M(Z?OEC MU!-9>NDF59>A!8Z9>]E9/(@\B`#RP#D545FO=]TC<76V=]AP'#\5]/PJQVC_ M`)%7+HO6T'4H5'4V8MP0G>4R59"QUE)Z_#F*GJTM0$K@H?B1TCU.0&R''S,# M:W>_=VGO=[2\2)Y+9P>(;'%1\^`\ZSMF%H]UZ4C+<3A^9_:',\\'Y1_IQZUK M]6Z#EZDO8GOW9#<=`0VACH22E`XJXYYDYZJGS:$-H2VA(2E(``'4!61[%%"U MJ>IZF:TK=KVL<=!T$^JCVNK1[[TQ-B(3O/I3TK/^=/$>O$>=2&E9T8JP8=II M=0ZE3WG/^RV\^ZM3M,.JW8TX=`O/4KF@^O#SJ8;;O[LM/ZPO^2O*X;*G'[E* MEQ+PB.VMTN-(Z`DMY.<9WNJI5JO2:]36ZWQI=Q++T8[RW&VLAQ6[@\">';72 MLOI-ZV@_G.771<*&J(_*8&R#\3F_UAWZU.Z/0 M*J6:.TS_`$:BR6/;W)G3N!S?<1ND8&,BY%N:(*(]O6V#CGALY/ MF>-?6G-+6;3R5>[XQZ98PM]Q6\XH=F>H=PQ6UN$83($F(5[@?:4WO`9W=X$9 M^^JK]0K\*+^%9;1IF3B=_P`32C]CGXV?^&Y]4U>^157,[)DL*"F=1R6U8QO( M9"3CQ"JVUAT`NTWJ+='+_)F%@DAMY&0!Q6C<1O(]!D=X[ZMG66FT:G MMC4!I%= M`53Z@68>DC$K?9'J80YAL,MS$>2K>C$\DN=:?!7U\:N1]I$AAQEU M.\VXDH4.T$8-5U<=ED.3!R.OB.RK#B-O-16FI# M_3O)0$K=W=W?..>.K-5ZMZW8/6=]Y9I$M1378.@VG-"'IFFKS.::.Z^R'HI/ M<04Y^A%7SH6T"T:4@PW&P'5M]*\#UJ5Q(/@,#RK47G9W"NFI%7IR*G=6:O4K:JA=^\KT>E:IV+;=IS=.]ITEK*3[)\*X;Z^BSUH4 M#C^%0JX=E]M-OTC%6X#TTLF2X3S.]\O\(%8^K=G\74=V3-5_J+7O22/<^DV3<;FYE(=0-YMOO' MYV.WY1UGJKR_!W<)ZDB_:KG361_A)R`?]1(^ZIE8[!:K%'+-LAH9"OG7S6OQ M4>)H!37USQ'X@FZSICA'ZF0NW;-F94"2_J*8](N\KXB\EPGH3W?G'MSPZABJ MWU'IF\Z5F)<>WNB2O+,UC(3GJX\TJ[O3-=(UYOLM2&ELOM(<:6,*0M((4.P@ MU95KK$;+=1X_B5VZ"MUPO0CO_,J#3&U&1'0B+?V%2$#@)3(&_P#O)Y'Q&/"K M`C:VTK):#B+W%0#]EU71J'DK%:.\[+[#-6IV"X];UG[+?QM_Z3R\C6@.R)_I M,"_(Z/M]F.?YJM8:.SU9*RI3K*O3@--EKG:#;1;)%NLDCVF4^DMEYL?`T#P) M!ZSCEBM_LVLKUDTNRU)06Y,A1?<01Q1G&$GO``K'TUL\LME>1+=*Y\M!REQX M`)0>T)'#/>S)R2W<]87 M64R<9;5P!\B2/NJ_4/5<5/%C`\&4:9+J0PX&23GL&:NB*F)I32S29"_[-;XPZ1:1G.!Q('><^M?&G-)V73P*H$8 ME]0PI]T[SBAV9ZAW#%9FHK0U?;/(M;SSC+;P&5MXR,$$<^\55=>EG#6.BB6T MZ=Z^*P]6,\KO9;-J*&@3HK4AM:`IMT<%)!'`I4.(JE+#;I,#:)[MMKRG5QGG MD)<'`E(0KG]P/?4^A:(U-`C^PP=:/,PN00&.*1^C\7#R-2#2FD+;IM+CC"G) M$UT8LU-+EI1E#<6=AU_>5O2USJQ7AQN>DDM*4K!.C%*4I$4 MI2D12E*1%*4I$4I2D12E*1%*4I$4I2D12E*1%*4I$4I2D12E*1%*4I$UMYO= MJLC"7[I-:C(4<)WCQ5X`<36MC:TL#[[+"I#\=;Y`:]IC.-!PGD`5``U"8J1> MML,I-PPXW!2KH6U<4C="<99Z2/;.)84N_6J)=H]HD2@B=(`+36XH[P.<<0,?9-9% MTN,.U07)\YWHHS>-Y>Z3C)`'`<>9%5SJHJ_"MIE:T[N\TWS[M26>R.1VKE*+*Y`):2&U+*L8_-![17[ M:-1V6\/N1[?.0Z^V,K:*5(6D=Z5`&H!M466]0Z6<#:W"A>]N('Q*PXWP'?6R ML%DN\O7LK5,VWFVQ2@I;96M)6X2D)R0DD#ED]^*ER$Y0^AX8QQ&1CAP/;PZ^-0^5*^O/?6)IZ"O3FT.5`@O\`_3Y9XQRGY?AWTX.>HY'+D:4JL.Q3 MA[<,L9`'XN_%/*^QWM!7=V\65]*HT\DNPG6\I!SG@H$8XDXX==>VG+>YK6Z- M:COCZ5-Q2`Q":;W6TG."AG(!&1R/U-:2RW.X:]D-VZZ.,,08RTO/-QVR#(*3 MD`DJ.!GC@"E*C4FG0Z$]$[G&[G/]8@]O 5=5C4I6>PDUH/S^\TU`"QS^7VG__9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----