-----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, D4MNfozIBvheszMNlv8IwcSDml0quA4IavOFpf1lM0P5nuJU7L58cO8fB0QPLPVN JP1LYk9WiWZ91UYS0UvN4A== 0000929624-97-001623.txt : 19980102 0000929624-97-001623.hdr.sgml : 19980102 ACCESSION NUMBER: 0000929624-97-001623 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971230 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOEWEN GROUP INC CENTRAL INDEX KEY: 0000845577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980121376 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-43519 FILM NUMBER: 97747184 BUSINESS ADDRESS: STREET 1: 4126 NORLAND AVE CITY: BURNABY BC CANADA V5 STATE: A1 ZIP: V5G 3S8 BUSINESS PHONE: 6042999321 MAIL ADDRESS: STREET 1: 4126 NORLAND AVE STREET 2: BRITISH COLUMIA CITY: BURNABY V5G 3S8 STATE: A1 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on December 30, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ THE LOEWEN GROUP INC. (Exact name of registrant as specified in its charter) BRITISH COLUMBIA (State or Other Jurisdiction of Incorporation or Organization) 98-0121376 (I.R.S. Employer Identification Number) 4126 NORLAND AVENUE BURNABY, BRITISH COLUMBIA CANADA V5G 3S8 (604) 299-9321 (Address, including postal or zip code, and telephone number, including area code, of registrants' principal executive offices) LAWRENCE MILLER LOEWEN GROUP INTERNATIONAL, INC. 3190 TREMONT AVENUE TREVOSE, PENNSYLVANIA 19053 (215) 364-7770 (Name, Address, including zip code, and telephone number, including area code, of Agent for Service) with copies to: MICHELLE L. JOHNSON THELEN, MARRIN, JOHNSON & BRIDGES LLP TWO EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CALIFORNIA 94111-3995 Approximate date of commencement of proposed sale to the public: FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered solely in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] _______________ 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. [_] _______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share (2) Offering Price (2) Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Common shares without par value (3)...... 2,427,256 shares $23.375 $56,737,109 $16,737.45 ================================================================================================================================
(1) Represents the maximum number of Common Shares issuable pursuant to The Loewen Group Inc. Employee Stock Option Plan (Canada), as amended. (2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. The above calculation is based on the average of the reported high and low prices of the Common shares on the New York Stock Exchange on December 22, 1997. (3) Each Common share includes one Right to be issued under the Registrant's Shareholder Protection Rights Plan Agreement. ________________ 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. ================================================================================ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THE COMMON SHARES OFFERED HEREBY HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMMON SHARES OFFERED HEREBY MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF COMMON SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SUBJECT TO COMPLETION, DATED DECEMBER 30, 1997 PROSPECTUS THE LOEWEN GROUP INC. 2,427,256 Common Shares [logo] This Prospectus relates to up to 2,427,256 Common shares without par value (the "Common Shares") of The Loewen Group Inc., a corporation organized under the laws of the Province of British Columbia, Canada ("Loewen" and, together with its subsidiaries and associated entities, the "Company"), which may be offered and sold to Transferees (defined below) of participants in Loewen's Employee Stock Option Plan (Canada), as amended (the "Plan"), upon the exercise of non-qualified stock options ("Options") granted under the Plan to such participants therein ("Participants"). Pursuant to the terms of the Plan, a Participant may transfer to a personal holding company of which the Participant holds all of the direct and indirect interests (a "Transferee") Options that are issued to the Participant under the Plan. Common Shares issuable to Transferees on exercise of Options are referred to herein as the "Transferee Shares." This Prospectus also relates to offers and resales of Transferee Shares, which may be made from time to time by Transferees on the New York Stock Exchange (or any other national securities exchange or interdealer quotation system on which the Common Shares may then be listed), in privately negotiated transactions (which may include block transactions) or otherwise. In addition, the Transferees may engage in short sales, short sales against the box and other transactions in the Common Shares or derivatives thereof, and may pledge, sell, deliver or otherwise transfer Transferee Shares in connection therewith. This Prospectus may be used by Transferees or by any broker-dealer who may participate in resales of Transferee Shares. Participating broker-dealers may act as agents or principals or both and may receive commissions, discounts or concessions in connection with resales or other transfers of Transferee Shares. See "Plan of Distribution." Loewen has agreed to pay the expenses of registering the Transferee Shares on behalf of the Transferees, other than broker-dealer commissions, discounts or concessions and any legal fees incurred by the Transferees in connection with sales of the Transferee Shares. The Common Shares are traded on the New York Stock Exchange under the symbol "LWN." On December 29, 1997, the closing price per Common Share on the New York Stock Exchange was $24.25. SEE "RISK FACTORS" BEGINNING ON PAGE 4 HEREOF FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED CAREFULLY BY TRANSFEREES BEFORE EXERCISING OPTIONS OR OTHERWISE ACQUIRING TRANSFEREE SHARES. ___________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________ No person is authorized by the Company to give any information or to make any representations other than those contained in this Prospectus. Neither the delivery of this Prospectus nor any sale made hereunder shall create any implication that there has not been a change in the information contained herein since the date hereof. ___________________ The date of this Prospectus is , 1997 AVAILABLE INFORMATION Loewen is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by Loewen may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at Seven World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained by mail from the Public Reference section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy statements and other information that Loewen files with the Commission electronically are contained in the Internet Web site maintained by the Commission. The Commission's Web site address is http://www.sec.gov. The Common Shares are traded on the New York Stock Exchange (the "NYSE"), The Toronto Stock Exchange (the "TSE") and The Montreal Exchange (the "ME" and, collectively with the NYSE and the TSE, the "Exchanges"). Reports, proxy statements and other information filed by Loewen may be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005, at the offices of the TSE at The Exchange Tower, 2 First Canadian Place, Toronto, Ontario, Canada M5X IJ2 and at the offices of the ME at 800 Victoria Square, Montreal, Quebec, Canada H4Z 1A9. Loewen has filed with the Commission a Registration Statement on Form S-3 (together with any amendments, exhibits, annexes and schedules thereto, the "Registration Statement") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, with respect to the Transferee Shares. This Prospectus does not include all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements made in the Prospectus as to the contents of any contract, agreement or other document referred to in the Registration Statement are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents heretofore filed by Loewen with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (File No. 1-12163) are hereby incorporated herein by reference: (a) Loewen's (i) Annual Report on Form 10-K for the year ended December 31, 1996 filed on March 31, 1997 (the "1996 Form 10-K"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 (the "September 1997 Form 10-Q"), and (iii) Current Reports on Form 8-K dated January 7, 1997, January 8, 1997, March 5, 1997, March 24, 1997 May 2, 1997, May 5, 1997, May 21, 1997, June 5, 1997, July 17, 1997, August 11, 1997, September 3, 1997, September 4, 1997, September 18, 1997, October 2, 1997, November 5, 1997, November 6, 1997, November 14, 1997, November 17, 1997, December 8, 1997 and December 10, 1997; and (b) the description of the Common Shares contained in Loewen's Current Report on Form 8-K dated March 5, 1997, and any amendment or report filed for the purpose of updating such description. All documents filed by Loewen pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Offered Shares shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. -2- Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. LOEWEN WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO ANY SUCH DOCUMENT UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENT). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY OF LOEWEN, 4126 NORLAND AVENUE, BURNABY, BRITISH COLUMBIA, CANADA V5G 3S8; TELEPHONE NUMBER (604) 299-9321. FINANCIAL INFORMATION All dollar amounts in financial statements incorporated by reference into this Prospectus are in United States dollars ("U.S.$" or "$") unless otherwise indicated. References to "Cdn.$" are to Canadian dollars. The consolidated financial statements of Loewen, its subsidiaries and associated entities (the "Company") included in Loewen's reports filed pursuant to the Exchange Act are prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"). Differences between Canadian GAAP and accounting principles generally accepted in the United States ("U.S. GAAP"), as applicable to the Company, are explained in Note 21 to the consolidated financial statements included in the 1996 Form 10-K and Note 13 to the interim consolidated financial statements included in the September 1997 Form 10-Q. The consolidated financial statements of the Company for the year ended December 31, 1993, and for prior years, were published in Canadian dollars. Effective January 1, 1994, the Company adopted the United States dollar as its reporting currency and, accordingly, has published its consolidated financial statements for the year ended December 31, 1994 and subsequent periods in United States dollars. Financial information relating to periods prior to January 1, 1994 has been translated from Canadian dollars into United States dollars as required by Canadian GAAP at the December 31, 1993 rate of U.S.$1.00=Cdn$1.3217. THE COMPANY The Company operates the second-largest number of funeral homes and cemeteries in North America and the largest number of funeral homes in Canada. In addition to providing services at the time of death, the Company also sells funeral, cemetery and cremation services on a pre-arranged basis ("pre-need"). As at November 1, 1997, the Company operated 1,042 funeral homes and 470 cemeteries throughout North America. This included 900 funeral homes and 464 cemeteries in the United States (including locations in Puerto Rico). As at November 1, 1997, the Company also operated four insurance subsidiaries which sell a variety of life insurance products, primarily to fund funeral services purchased through a pre-need arrangement. -3- Loewen was incorporated in 1985 under the laws of British Columbia, Canada. Loewen's principal executive offices are located at 4126 Norland Avenue, Burnaby, British Columbia, Canada, V5G 3S8; telephone (604) 299-9321. RISK FACTORS In addition to the other information in this Prospectus and certain documents incorporated by reference herein, Transferees should consider the following factors prior to exercising Options to purchase Common Shares. COMPETITION FOR ACQUISITIONS The funeral services industry acquisition market is extremely competitive. The Company's competition for acquisitions includes four publicly-traded companies with significant United States operations. Aggressive pricing by the Company's competitors, particularly for strategic operations, may result in increased acquisition costs. The timing and certainty of completion of potential acquisitions are based on many factors, including the availability of financing. There can be no assurance that funds will be available to complete all future acquisitions, and there can be no assurance that the Company will complete any specific number of dollar amount of acquisitions in a particular year. RISKS OF ACQUISITIONS AND MANAGING GROWTH The Company intends to grow primarily through the acquisition of additional funeral homes and cemeteries. Aggressive pricing by the Company's competitors, particularly for strategic operations, may result in increased acquisition costs. There can be no assurance that the Company will be able to identify, negotiate and consummate acquisitions or that acquired businesses can be operated profitably or integrated successfully into the Company's operations without substantial costs, delays or other operational or financial problems. There can be no assurance that the Company's historic or future acquisitions will not have an adverse impact on the Company's business, financial condition or results of operations. In addition, acquisitions involve a number of special risks, including possible adverse effects on the Company's diversion of management's attention, failure to retain key acquired personnel and unanticipated events or liabilities, some or all of which could have a material adverse effect on the Company's business, financial condition and results of operations. Managing the Company's growth is critical to profitability, and will continue to be one of the most important responsibilities and challenges facing the Company. FLUCTUATIONS IN REVENUE The most significant component of increases in revenue is the level of acquisitions, discussed above. Revenue is also affected by the volume of services rendered, and the mix and pricing of services and products sold. Margins are affected by the volume of services rendered, the mix and pricing of services and products sold and related costs. Further, revenue and margins may be affected by fluctuations in the number of deaths, competitive pricing strategies, pre-need sales and other sales programs implemented by the Company. CERTAIN ANTI-TAKEOVER PROVISIONS AND RISKS Certain provisions of the Company's charter documents and the Company's Shareholder Protection Rights Plan Agreement may have the effect of discouraging, delaying or preventing a change of control of the Company or unsolicited acquisition proposals that a shareholder might consider favorable. -4- On January 7, 1997, SCI publicly withdrew its hostile takeover proposal. The Company's financial results for 1996 include $18.7 million of finance and other costs related to the hostile takeover proposal. FORWARD-LOOKING AND CAUTIONARY STATEMENTS FORWARD-LOOKING STATEMENTS Management believes that the aggregate purchase price for acquisitions in 1997 will be at least $500 million. The foregoing statement and certain other statements made in this Prospectus, as may be amended and supplemented, other filings made with the Commission, and elsewhere (including oral statements made on behalf of the Company) are forward-looking statements within the meaning of Section 27A(i) of the Securities Act and Section 21E(i) of the Exchange Act. Shareholders, Transferees and other potential investors are hereby cautioned that certain events or circumstances could cause actual results to differ materially from those estimated, projected or predicted. In addition, forward- looking statements are based on management's knowledge and judgment as of the date that such statements are made. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. CAUTIONARY STATEMENT In addition to the risk factors set forth above, the following important factors, among others, could cause acquisition levels and other future results to differ materially from estimates, predictions or projections included in forward-looking statements: (i) the ability of the Company to manage its growth by implementing appropriate management and administrative support structures, (ii) the cost of the Company's financing arrangements (including interest rates on long-term debt), (iii) the number of Common Shares outstanding, (iv) competition, (v) the Company's effective tax rate, (vi) the accounting treatment of acquisitions and the valuation of assets, (vii) the amount and growth rate of the Company's general and administrative costs and (viii) changes in applicable accounting principles and governmental regulations. USE OF PROCEEDS Loewen intends to use the net proceeds from the sale of the Transferee Shares, pursuant to the exercise of Options, for general corporate purposes. DESCRIPTION OF THE PLAN AND OPTIONS The following is a summary of certain provisions of the Plan and certain terms of the Options. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Plan, a copy of which is filed as an exhibit to the Registration Statement. Requests for additional information with respect to the Plan may be directed to the Corporate Secretary of Loewen at 4126 Norland Avenue, Burnaby, British Columbia V5G 3S8, Canada; telephone number (604) 299-9321. Capitalized terms used herein without definition have the meanings given to them in the Plan. OVERVIEW Loewen is authorized to issue 2,700,000 Common Shares under the Plan. Employees of the Company who are residents of Canada are eligible to be granted Options under the Plan. As of December 31, 1996, approximately 1,192 persons were eligible to participate in the Plan . -5- The Plan is administered by the Compensation Committee of the Board of Directors and the number of Options granted to selected employees is determined by the Compensation Committee. The Compensation Committee also determines certain terms and conditions of Options granted. With respect to Options that may be granted to Participants who are not subject to Section 16 of the Exchange Act, the Compensation Committee may from time to time delegate its responsibilities under the Plan to a subcommittee consisting of one or more executive officers of Loewen. OPTION AGREEMENT Each Participant is required to enter into a separate option agreement, which sets forth, among other things, the number of Options granted, the specific exercise price and the vesting conditions, within the following parameters: (i) the exercise price of an Option may not be less than the closing price of the Common Shares on the trading day immediately prior to the grant date, as quoted on the TSE; and (ii) in no event may an option terminate later than 10 years after the grant date. EXERCISE OF OPTIONS A Transferee may exercise an Option by delivering to Loewen a duly completed notice of exercise together with full payment, by cash or check, for the Common Shares being purchased under the Option and any taxes required to be withheld and collected from the Transferee or Participant. TRANSFERABILITY TO TRANSFEREES A Participant may transfer Options to a personal holding company of which the Participant holds all of the direct and indirect interests, subject to applicable securities laws, Section 162(m) of the U.S. Internal Revenue Code, as amended, (the "Code"), and the rules and regulations of the Exchanges. AMENDMENT OF THE PLAN The Compensation Committee may, at any time and for any reason, amend or terminate the Plan, subject to ratification by the Board of Directors, regulatory approval and, where required, approval of the shareholders. UNITED STATES FEDERAL INCOME TAX CONSEQUENCES The discussion under this heading summarizes the principal United States federal income tax consequences of the receipt of options by a Transferee, the receipt of Common Shares by a Transferee pursuant to the exercise of Options, the receipt of dividends on Common Shares by a Transferee and the sale of Common Shares by a Transferee. The discussion is based on the current provisions of the Code, the regulations thereunder, the Convention between the United States of America and Canada with Respect to Taxes on Income and on Capital, and on counsel's understanding of the current administrative practices of the Internal Revenue Service. The discussion assumes that the Options do not have a readily ascertainable fair market value at the date of grant and that no consideration other than Transferee ownership interests is received by the Participant for the transfer of Options. This discussion is general only and is not a substitute for independent advice from the tax advisors of Transferees and Participants. Participants and Transferees should consult with their tax advisors concerning the possible exceptions to the general rules described below, the possible application of the dividends received deduction, the applicable capital gains rates, the state and local income tax consequences, Canadian income tax consequences, income tax consequences of any other relevant foreign country, and the United States federal income tax treatment of Transferees which are incorporated in or resident in other countries. -6- TRANSFEREES WHICH ARE CANADIAN CORPORATIONS It is anticipated that most Transferees will be Canadian corporations owned directly or indirectly by Participants who are residents of Canada and are not citizens or residents of the United States. Those Transferees should not be subject to United States federal income tax, as explained in the following paragraphs. (1) Receipt and Exercise of Options A Transferee will generally not recognize income upon receipt of transferred Options. The exercise of Options by a Transferee would normally be a taxable event to a Participant who is a citizen or resident of the United States, but would not be a taxable event to the Transferee. The Participant's income will constitute wages that are subject to withholding. The Transferee would have a tax basis in the Common Shares equal to their fair market value at the time of exercise. A Participant who is a Canadian resident and is not a United States citizen or resident, however, would not be subject to U.S. federal income tax upon exercise of transferred Options by the Transferee, except to the extent that the compensation was from U.S. sources. Compensation would be from U.S. sources only if the services for which the compensation was paid were performed in significant part in the United States. Canadian corporate Transferees will not be subject to U.S. federal income tax on compensation earned by the Participant. (2) Receipt of Dividends by a Transferee Dividends paid on Common Shares to a Canadian corporate Transferee would not be subject to United States federal income tax, unless the dividends were effectively connected with a permanent establishment of the Transferee situated in the United States. However, under certain circumstances, shareholders of the Transferee who are U.S. residents or citizens could be subject to United States federal income tax on undistributed income of the Transferee. (3) The Sale of Common Shares by a Transferee The sale of Common Shares by a Canadian corporate Transferee would not be subject to United federal income tax. However, under certain circumstances, shareholders of the Transferee who are U.S. residents or citizens could be subject to United States federal income tax on undistributed income of the Transferee. OTHER TRANSFEREES Transferees which are United States corporations will generally not be subject to United States federal income tax upon receipt of Options, or upon exercise of Options, but will be subject to tax on dividends and on gains on the sale of Common Shares. Shareholders of Transferees who are United States citizens or residents may also be subject to tax on undistributed income. Transferees which are pass-through entities for United States federal income tax purposes (including general partnerships, limited partnerships, limited liability companies, and S corporations) will generally not be subject to United States federal income tax, but their partners, members, or shareholders may be subject to tax. PLAN OF DISTRIBUTION The Transferee Shares are being registered to permit the sale by Loewen of such shares to the Transferees, pursuant to the exercise of Options by the Transferees, as well as the subsequent offer and resale of Transferee Shares from time to time by the Transferees. -7- Transferee Shares may be offered for resale and sold from time to time by Transferees on the Exchanges (or any other national securities exchange or interdealer quotation system on which the Common Shares may then be listed), in privately negotiated transactions (which may include block transactions) or otherwise. In addition, Transferees may engage in short sales, short sales against the box and other transactions in the Common Shares or derivatives thereof, and may pledge, sell, deliver or otherwise transfer Transferee Shares in connection therewith. This Prospectus may be used by Transferees or by any broker-dealer who may participate in sales of Transferee Shares. Participating broker-dealers may act as agents or principals or both and may receive commissions, discounts or concessions in connection with sales or other transfers of Transferee Shares. The Company is not aware of any Participant, other than Raymond L. Loewen, Chairman and Chief Executive Officer of Loewen, that beneficially owns one percent (1%) or more of the Common Shares currently outstanding. As of December 11, 1997, Mr. Loewen beneficially owned 10,771,015 Common Shares, which includes 1,140,147 shares he has the right to acquire within 60 days of December 11, 1997 pursuant to Options. Mr. Loewen also has unvested Options to acquire an additional 410,600 Common Shares. Any or all of Mr. Loewen's Options may be transferred to a Transferee. Loewen has agreed to pay the expenses of registering the Transferee Shares on behalf of the Transferees, other than broker-dealer commissions, discounts or concessions and any legal fees incurred by the Transferees in connection with sales of the Transferee Shares. The Common Shares are listed for trading on the New York Stock Exchange, The Toronto Stock Exchange and the Montreal Exchange. The Transferee Shares have been approved for listing on each of the Exchanges. EXPERTS The consolidated financial statements of the Company incorporated by reference in this Prospectus have been audited by KPMG, Chartered Accountants, for the periods indicated in its report thereon, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance on such report given on the authority of KPMG as experts in accounting and auditing. LEGAL MATTERS Certain matters of United States federal income taxation relating to the Transferee Shares have been passed upon for Loewen by Thelen, Marrin, Johnson & Bridges LLP, San Francisco, California. -8- ================================================================================ No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer and sale of securities made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by the Company, any Participant or any Transferee. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer or a solicitation in any jurisdiction to any person to whom it is not lawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus, nor any distribution of securities made hereunder shall, under any circumstances, create any implication that there has not been a change in the facts set forth in this Prospectus or in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. ________________
TABLE OF CONTENTS Page ---- Available Information................................... 2 Incorporation of Certain Information by Reference........................................... 2 Financial Information................................... 3 The Company............................................. 3 Risk Factors............................................ 4 Forward Looking and Cautionary Statements............... 5 Use of Proceeds......................................... 5 Description of the Plan and Options..................... 5 United States Federal Income Tax Consequences........................................... 6 Plan of Distribution.................................... 7 Experts................................................. 8 Legal Matters........................................... 8
THE LOEWEN GROUP INC. [LOGO] ____________________ PROSPECTUS ____________________ 2,427,256 COMMON SHARES , 1997 ================================================================================ PART II ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the various expenses in connection with the issuance of the Transferee Shares. All of the amounts shown are estimates, except the Commission registration fee. Such expenses will be borne by the Company:
Amount --------- Registration fee................................................. 16,737.45 Legal fees and expenses.......................................... 5,000.00 Printing fees.................................................... 1,000.00 Miscellaneous.................................................... 2,262.55 --------- Total............................................. 25,000.00
Item 15. Indemnification of Directors and Officers Section 152 of the Company Act of British Columbia provides in part that: A company may, with the approval of the court, indemnify a director or former director of the company or a director of a corporation of which it is or was a shareholder, and his heirs and personal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director, including an action brought by the company or corporation, if (a) he acted honestly and in good faith with a view to the best interests of the corporation of which his is or was a director; and (b) in the case of a criminal or administrative action or proceeding, he had reasonable grounds for believing that his conduct was lawful. Part 19 of Loewen's Articles provides that Loewen shall indemnify its directors generally in accordance with the provisions of Section 152 and that Loewen shall indemnify its Secretary and any Assistant Secretary against all costs, charges and expenses incurred that have arisen as a result of serving Loewen in such capacity. The Articles further provide that Loewen may indemnify any of its officers, employees or agents against all costs, charges and expenses incurred as a result of acting as an officer, employee and agent of Loewen. Pursuant to indemnification agreements, Loewen has agreed to indemnify its directors and certain officers against all costs, charges and expenses incurred by reason of being a director or officer of Loewen. Loewen's duty to indemnify is subject to court approval and conditioned upon the individual acting honestly and in good faith with a view to the best interests of Loewen. II-1 ITEM 16. EXHIBITS Exhibit Number Description ------ ----------- 4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS 4.1 Certificate of Incorporation of The Loewen Group Inc. issued by the British Columbia Registrar of Companies (the "Registrar") on October 30, 1985(1) 4.2 Altered Memorandum of the Registrant, filed with the Registrar on June 21, 1996(2) 4.3 Articles of the Registrant, restated, filed with the Registrar on March 1, 1988, as amended on March 30, 1988, April 21, 1988, May 19, 1989, May 28, 1992, May 20, 1993, June 29, 1994, December 21, 1995 and February 7, 1996(3) 4.4 Shareholder Protection Rights Plan, dated as of April 20, 1990, as amended on May 24, 1990 and April 7, 1994 and reconfirmed on May 17, 1995(1) 4.5 The Loewen Group Inc. Employee Stock Option Plan (Canada), as amended 5 OPINION RE LEGALITY 8 OPINION RE TAX MATTERS 23 CONSENTS 23.1 Consent of Thelen Marrin, Johnson & Brigdes LLP (included in Exhibit 8) 23.2 Consent of KPMG 23.3 Consent of KPMG Peat Marwick 24 POWER OF ATTORNEY (included on the signature pages to this Registration Statement) __________________ (1) Incorporated by reference from Loewen's Annual Report on Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 0- 18429). (2) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1996, filed on August 15, 1996 (File No. 0-18429). (3) Incorporated by reference from Loewen's Annual Report on Form 10-K for the year ended December 31, 1995, filed on March 26, 1996 (File No. 0- 18429). II-2 Exhibit 17. Undertakings (a) 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 this 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 this 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 represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by such paragraphs is contained in one or more periodic reports filed with or furnished to the Commission by Loewen pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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; and (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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (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 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. (h) 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 II-3 provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burnaby, Province of British Columbia, Canada, on this 22nd day of December, 1997. THE LOEWEN GROUP INC. By: /s/ Raymond L. Loewen ----------------------------------- Raymond L. Loewen Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby appoints Raymond L. Loewen and Paul Wagler, and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this Registration Statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in this Registration Statement as the aforesaid attorney-in-fact deems appropriate. 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 date indicated. Dated: December 22, 1997 /s/ Raymond L. Loewen ---------------------------------------- Raymond L. Loewen Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) II-5 Dated: December 22, 1997 /s/ Paul Wagler ---------------------------------------- Paul Wagler Senior Vice-President, Finance and Chief Financial Officer and Director (Principal Financial Officer) Dated: December 22, 1997 /s/ Wm. Grant Ballantyne ---------------------------------------- Wm. Grant Ballantyne Senior Vice-President, Financial Control and Administration (Principal Accounting Officer) Dated: December 22, 1997 /s/ Kenneth S. Bagnell ---------------------------------------- Kenneth S. Bagnell Director Dated: December 22, 1997 /s/ The Honorable J. Carter Beese, Jr. ---------------------------------------- The Honorable J. Carter Beese, Jr. Director Dated: _______________________________________ Earl A. Grollman Director Dated: December 22, 1997 /s/ Timothy R. Hogenkamp ---------------------------------------- Timothy R. Hogenkamp Director Dated: December 22, 1997 /s/ Peter S. Hyndman ---------------------------------------- Peter S. Hyndman Director II-6 Dated: December 22, 1997 /s/ Albert S. Lineberry, Sr. ---------------------------------------- Albert S. Lineberry, Sr. Director Dated: December 22, 1997 /s/ Charles B. Loewen ---------------------------------------- Charles B. Loewen Director Dated: December 22, 1997 /s/ Robert B. Lundgren ---------------------------------------- Robert B. Lundgren Director Dated: December 22, 1997 /s/ James D. McLennan ---------------------------------------- James D. McLennan Director Dated: December 22, 1997 /s/ Lawrence Miller ---------------------------------------- Lawrence Miller Director Dated: December 22, 1997 /s/ Ernest G. Penner ---------------------------------------- Ernest G. Penner Director Dated: December 22, 1997 /s/ Kenneth T. Stevenson ---------------------------------------- Kenneth T. Stevenson Director Dated: December 22, 1997 /s/ The Right Honourable John N. Turner, P.C., C.C., Q.C. ---------------------------------------- The Right Honourable John N. Turner, P.C., C.C., Q.C. Director II-7 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES The undersigned is the Registrant's authorized representative in the United States. Dated: December 22, 1997 /s/ Lawrence Miller ---------------------------------------- Lawrence Miller II-8 EXHIBIT INDEX Exhibit Number Description ------ ----------- 4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS 4.1 Certificate of Incorporation of The Loewen Group Inc. issued by the British Columbia Registrar of Companies (the "Registrar") on October 30, 1985(1) 4.2 Altered Memorandum of the Registrant, filed with the Registrar on June 21, 1996(2) 4.3 Articles of the Registrant, restated, filed with the Registrar on March 1, 1988, as amended on March 30, 1988, April 21, 1988, May 19, 1989, May 28, 1992, May 20, 1993, June 29, 1994, December 21, 1995 and February 7, 1996(3) 4.4 Shareholder Protection Rights Plan, dated as of April 20, 1990, as amended on May 24, 1990 and April 7, 1994 and reconfirmed on May 17, 1995(1) 4.5 The Loewen Group Inc. Employee Stock Option Plan (Canada), as amended 5 OPINION RE LEGALITY 8 OPINION RE TAX MATTERS 23 CONSENTS 23.1 Consent of Thelen Marrin, Johnson & Bridges LLP (included in Exhibit 8) 23.2 Consent of KPMG 23.3 Consent of KPMG Peat Marwick 24 POWER OF ATTORNEY (included on the signature pages to this Registration Statement) __________________ (1) Incorporated by reference from Loewen's Annual Report on Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 0- 18429). (2) Incorporated by reference from Loewen's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1996, filed on August 15, 1996 (File No. 0-18429). (3) Incorporated by reference from Loewen's Annual Report on Form 10-K for the year ended December 31, 1995, filed on March 26, 1996 (File No. 0- 18429). EX-4.5 2 LOEWEN GROUP INC. EMP. STOCK OPTION PLAN (CANADA) EXHIBIT 4.5 THE LOEWEN GROUP INC. EMPLOYEE STOCK OPTION PLAN (CANADA) (RESTATED AND AMENDED AS AT APRIL 7, 1994 AND FURTHER AMENDED AS AT APRIL 7, 1995, SEPTEMBER 19, 1995, APRIL 2, 1996, NOVEMBER 20, 1996, APRIL 2, 1997, APRIL 8, 1997 AND AUGUST 15, 1997) Section 1 - General ------------------- (a) The purpose of the Employee Stock Option Plan (Canada) (the "Plan") is to promote the interests of The Loewen Group Inc. (the "Company") by: (i) furnishing Eligible Employees (as defined below) with greater incentive to develop and promote the business and financial success of the Company; and (ii) further associate the interests of Eligible Employees with those of the shareholders of the Company by encouraging such employees to acquire share ownership in the Company. (b) Any questions concerning the Plan should be directed to the Corporate Secretary of the Company, at the Company's principal executive office located at 4126 Norland Avenue, Burnaby, British Columbia, Canada, V5G 3S8, telephone number (604) 299-9321. (c) The Plan shall be governed by, and construed in accordance with, the laws of the province of British Columbia. Section 2 - Eligibility ----------------------- (a) Under the Plan, employees of the Company or any of its direct or indirect subsidiaries ("Subsidiaries") who are residents of Canada ("Eligible Employees") are eligible to be granted options ("Options") to purchase Common shares without par value of the Company ("Shares"). (b) The Compensation Committee of the Company (the "Committee") or such officer as the Committee may designate shall determine from time to time those Eligible Employees to be granted Options under the Plan, and the number of Shares subject to each such Option. Each grant of an Option pursuant to the Plan shall be evidenced by a stock option agreement ("Option Agreement") executed by the employee to whom the Option is granted (the "Optionee") and the Company. Each Option Agreement shall incorporate such terms and conditions as the Committee, in its discretion, deems consistent with the terms of the Plan. (c) Each Option Agreement shall specify the dates upon which all or any instalment of the Option will be exercisable. An Option may be exercised when instalments vest at any time and from time to time thereafter with respect to all or a portion of the Shares covered by such vested installments. In addition, if an Offer (as hereinafter defined) is made, the Board of Directors, or Committee, may while the Offer remains outstanding: (i) determine that each Option granted by the Company to purchase Shares shall, notwithstanding any vesting period or deferral of the right to exercise otherwise applicable, be immediately exercisable effective on and after a date declared by the Board of Directors, or Committee, to be an advanced exercise date ("Advanced Exercise Date"); and (ii) rescind any declaration of an Advanced Exercise Date but no such rescission shall affect the validity of the exercise of such Option if validly exercised on or after a particular Advanced Exercise Date and before the date of rescission of the declaration of the particular Advanced Exercise Date. For the purposes hereof, "Offer" means an offer to acquire the Shares made to the holders of the Company's Shares where the Shares which are the subject of the offer to purchase, together with the offeror's then presently owned Shares, will in the aggregate exceed twenty percent (20%) of the outstanding Shares of the Company and where two or more persons or companies make offers jointly or in concert or intending to exercise jointly or in concert any voting rights attaching to the Shares to be acquired, then the Shares owned by each of them shall be included in the calculation of the percentage of the Shares of the Company owned by each of them. Paragraphs (i) and (ii) shall apply to each Option granted or to be granted by the Company, which is outstanding at the time of any such declaration regardless of the date of grant thereof, provided that all other terms and conditions of the Option shall continue to apply and nothing herein shall operate to extend, enlarge or revise any Option which has expired, has been exercised, has been cancelled or otherwise has ceased to exist. Section 3 - Number of Shares Subject to Plan -------------------------------------------- (a) The number of Shares issuable pursuant to the exercise of Options after the effective date of restatement and amendment of the Plan is limited as follows: (i) subject to adjustment pursuant to Section 9, the aggregate number of Shares issuable pursuant to Options under the Plan shall not exceed 2,700,000 Shares (including 1,051,025 Shares under Options previously granted but not exercised as of April 7, 1994); and (ii) the number of Shares reserved for issuance to any one person pursuant to options (whether granted under this Plan or otherwise) shall not exceed 5% of the total issued and outstanding Shares on a non-diluted basis. (b) The maximum number of Shares for which Options are granted after the effective date of restatement and amendment of the Plan in any one calendar year under the Plan to any one Eligible Employee shall not exceed 600,000 Shares, subject to adjustment pursuant to Section 9. -2- (c) If an Option granted under the Plan expires for any reason without being exercised in full, the number of Shares that would have been issuable upon the exercise of such Option shall continue to be available under the Plan. (d) Subject to the maximum limits described in subsections (a) and (b) above, the Board of Directors of the Company (the "Board") shall reserve the number of Shares required to honour Options granted from time to time to Optionees pursuant to the Plan, and shall reserve from time to time additional Shares, if any, to ensure that a sufficient number of Shares are available for purchase under Options granted in the future. Section 4 - Administration of the Plan -------------------------------------- (a) The Plan shall be administered by the Committee which shall be comprised of two or more members of the Board who are "outside directors" within the meaning of Section 162(m) of the United States Internal Revenue Code of 1986, as amended; provided, however, that, with respect to Options that may be granted to Eligible Employees who are not subject to Section 16 of the United States Securities Exchange Act of 1934, as amended, the Committee may delegate its responsibilities to a subcommittee consisting of one or more executive officers of the Company. The address of the Committee is care of the Company's principal executive office at 4126 Norland Avenue, Burnaby, British Columbia, Canada, V5G 3S8. (b) The Committee shall have all powers and discretion necessary or appropriate to administer the Plan, consistent with and subject to the parameters set forth in the Plan, including but not limited to the power (1) to determine from time to time the Eligible Employees to be granted Options under the Plan, (2) to determine the number of Shares subject to each Option granted under the Plan, (3) to set or amend the terms of each Option Agreement, (4) to interpret the Plan, (5) to adopt such rules or guidelines as it deems appropriate to administer the Plan, and (6) to make all other decisions, and take or cause to be taken all other actions, relating to the operation of the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. No member of the Committee shall be liable to any person for any action or decision made in good faith in connection with the performance of the Committee's duties or the exercise of its powers under the Plan. Section 5 - Option Price and Exercisability ------------------------------------------- (a) The exercise price of an Option shall not be less than the closing price of the Shares as quoted on The Toronto Stock Exchange on the trading day immediately prior to the date of the grant. (b) Except as otherwise provided in an Option Agreement, no Options shall be exercised by an Optionee for at least 6 months after the date of the grant. An Optionee may exercise an Option by delivering to the Company a duly completed form of notice of such exercise together with full payment for the Shares being purchased under the Option. The form of notice must identify the Option being exercised, state the exercise price, be signed by the Optionee and be dated the date of exercise. The Company shall promptly notify the Optionee as to any taxes -3- required to be collected from the Optionee. Unless otherwise provided in the Option Agreement or consented to by the Company, payment for the Shares must be made in the currency in which the Option is denominated. (c) The sale of the Shares to the Optionee shall be deemed to have occurred, and the Optionee shall be deemed to be the holder of such Shares, on the date that both the form of notice and the payment in a manner acceptable to the Company of the exercise price and any applicable taxes have been received by the Company. A certificate representing the Shares acquired by the Optionee shall be issued and delivered to the Optionee by the Company as soon as is reasonably possible after the sale. Section 6 - Termination of Options ---------------------------------- (a) Any Option granted pursuant to the Plan shall terminate upon the earlier of: (i) ten years after the date of grant; and (ii) such event(s) of termination as are provided in the Option Agreement or as are determined from time to time by the Committee. (b) A change in the duties or position of the Optionee, or the transfer of the Optionee from one position with the Company to another, or the transfer of an Optionee from one employer to another employer shall not trigger the termination of such Optionee's Option so long as such Optionee remains a bona fide employee of the Company or any Subsidiary. Section 7 - Non-transferability of Options ------------------------------------------ (a) Except as hereafter provided, an Option granted under the Plan may not be transferred, pledged or assigned otherwise than by will or the laws of descent and distribution and may be exercised only by the Optionee during the Optionee's lifetime. (b) Options that are exercisable at the date of an Optionee's death may be exercised by the Optionee's heirs entitled thereto or by the administrator or the executor or trustee of his or her last will and testament. Any such exercise may not take place after the earlier of: (i) the expiration of the Option in accordance with Section 6(a)(i) above; and (ii) two years after the date of the Optionee's death without the prior written consent of the Company. (c) To the extent permitted by applicable Laws, an Optionee shall be permitted to transfer Options to a personal holding company of which the Optionee holds all direct and indirect interests. For purposes of this paragraph, "Laws" means (i) the securities laws of the United States, Canada, the states and territories of the United States, the provinces and territories of Canada, the securities laws of the jurisdiction of residence of any Optionee, and applicable laws, rules and regulations promulgated thereunder, (ii) Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder and (iii) the rules and regulations of the New York Stock Exchange (or, if the Shares are not traded on the New York Stock Exchange, any United States national securities exchange or quotation system on which the Shares are traded) and any securities exchange outside of the United States on which the Shares are traded. -4- Section 8 - Termination or Amendment ------------------------------------ Subject to regulatory approval and, where required, approval of the shareholders of the Company, the Committee may, at any time and for any reason, amend or terminate the Plan, subject to ratification by the Board. The Plan shall remain in effect until it is terminated by the Committee, subject to ratification by the Board. No Options may be granted under the Plan after its termination, but no termination or amendment of the Plan shall affect any previously granted Option. Section 9 - Protection Against Dilution --------------------------------------- The Committee shall adjust the number of Shares covered by the Plan and any Option in a manner which it considers equitable to reflect any change in the capitalization of the Company including, but not limited to, such changes as stock dividends, consolidations and subdivisions of shares or changes resulting from an amalgamation of the Company with one or more corporations. No fractional shares or rights to acquire a fractional share will be created as a result of an adjustment made pursuant to this section. The Committee shall also adjust the exercise price under any Option in a manner it considers equitable if the number of Shares covered by the Option is adjusted pursuant to this section. Section 10 - Rights as Shareholders ----------------------------------- An Optionee shall have no rights as a shareholder (including the right to vote and to receive dividends) of the Company with respect to Shares covered by Options until such participant becomes the holder of record of such Shares. Section 11 - Securities Regulation ---------------------------------- Where necessary to effect an exemption from the registration or distribution requirements applicable to the Options or the Shares under applicable securities laws or policies, the Committee may take such action or require such action or agreement by any Optionee as may from time to time be necessary to comply with such applicable securities laws and policies. The directors may decline to grant some or all of the Options or to issue some or all of the Shares pursuant to the Plan unless the grant of such Options or the issuance of such Shares is exempt from such requirements, upon the advice of counsel to the Company. -5- Section 12 - General Limitations -------------------------------- Neither the Plan nor any Option granted hereunder is to be interpreted as giving any person a right to remain an employee of the Company or any of its Subsidiaries. The Company and its Subsidiaries reserve the right to terminate anyone's service at any time, with or without cause, and neither the Plan nor any Option granted hereunder affects that right. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE SHARES. -6- EX-5 3 OPINION RE LEGALITY EXHIBIT 5 December 19, 1997 The Loewen Group Inc. 4126 Norland Avenue Burnaby, British Columbia V5G 3S8 Canada Gentlemen: This opinion is provided in connection with the Registration Statement on Form S-3 (the "Form S-3") with respect to 2,427,256 Common shares without par value of The Loewen Group Inc. ("Common Shares") which may be issued pursuant to The Loewen Group Inc. Employee Stock Option Plan (Canada), as amended (the "Canadian Plan"). Please be advised that I am of the opinion that upon the issuance of the Common Shares in the manner contemplated by the Canadian Plan, the Common Shares will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Form S-3. Very truly yours, /s/ Peter S. Hyndman Peter S. Hyndman Vice-President, Law and Corporate Secretary EX-8 4 OPINION RE TAX MATTERS EXHIBIT 8 December 29, 1997 The Loewen Group Inc. 4126 Norland Avenue Burnaby, British Columbia V5G 3S8 Canada Re: Employee Stock Option Plan (Canada): Registration Statement on Form -------------------------------------------------------------------- S-3 - --- Ladies and Gentlemen: We have acted as United States counsel to The Loewen Group Inc., a corporation organized under the laws of British Columbia, Canada (the "Company"), in connection with the preparation of the Registration Statement on Form S-3 (as such Registration Statement may be amended and supplemented from time to time, the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "SEC") on or about December 30, 1997, respecting the offer and sale of Common shares without par value of the Company ("Common Shares"), to permitted Transferees of Participants in the Employee Stock Option Plan (Canada), as amended (the "Plan"). All capitalized terms used without definition in this letter have the same meaning as in the Registration Statement. You have requested our opinion with respect to the accuracy of the discussion included in the Registration Statement under the heading "United States Federal Income Tax Consequences." In our capacity as United States counsel for the Company, we have been furnished with and have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representative of the Company, certificates of public officials and other documents as we have deemed necessary as a basis for the opinion hereinafter expressed. In making such examinations, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to original documents of all documents submitted to us as certified copies or photocopies; (iv) the identity and capacity of all individuals acting or purporting to act as public officials; (v) that all representations and statements set forth in the documents submitted to us are true and correct; and (vi) that all obligations imposed by any of the documents submitted to us are enforceable in accordance with their terms. We have also made such investigations and have reviewed such other documents as we have deemed necessary or appropriate under the circumstances, and have made such examinations of law as we have deemed appropriate for purposes of giving the opinions expressed herein. Based on the foregoing, we are of the opinion that the statements concerning United States taxation set forth in the Registration Statement under the heading "United States Federal Income Tax Consequences," to the extent that such statements represent matters of law or legal conclusions, describe the material United States federal income tax consequences expected to result from the issuance of Common Shares to a Transferee upon the exercise of Options by a Transferee; subject, however, to the limitations set forth in the Registration Statement that the statements do not purport to address all aspects of federal income taxation or all tax considerations that may be relevant to all categories of potential purchasers and that the statements apply only to Options that do not have a readily ascertainable fair market value at the date of grant and to Options and Shares for which no consideration other than Transferee ownership interests is received by the Participant. Our opinion is based on the Internal Revenue Code of 1986, as amended; applicable Treasury regulations thereunder; the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital; and judicial authority and administrative rulings and practices now in effect; changes to any of which after the date of the Registration Statement could apply on a retroactive basis and affect the consequences described in the Registration Statement. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. We further consent to the use of our name under the heading "Legal Matters" in the prospectus filed with the SEC as a part of the Registration Statement. Very truly yours, /s/ Thelen, Marrin, Johnson & Bridges LLP THELEN, MARRIN, JOHNSON & BRIDGES LLP EX-23.2 5 CONSENT OF KPMG EXHIBIT 23.2 [LETTERHEAD OF KPMG] CONSENT OF INDEPENDENT AUDITORS The Board of Directors The Loewen Group Inc. We consent to incorporation by reference in the registration statements on Forms S-3 of our reports (i) dated March 3, 1997 relating to the consolidated balance sheets of The Loewen Group Inc. as at December 31, 1996 and 1995 and the consolidated statements of operations, retained earnings and changes in financial position for each of the years in the three year period ended December 31, 1996 and related schedule, (ii) dated March 3, 1997, except as to Note 21(b), which is as of March 27, 1997, relating to the consolidated balance sheets of Loewen Group International, Inc. as at December 31, 1996 and 1995 and the consolidated statements of operations and retained earnings (deficit) and changes in financial position for each of the years in the three year period ended December 31, 1996, and (iii) dated as of March 3, 1997, except for Note 15, which is as of March 27, 1997, relating to the consolidated balance sheets of Neweol Investments Ltd. (as defined in Note 1 thereto) as at December 31, 1996 and 1995 and the consolidated statements of operations and retained earnings and cash flows for each of the years in the three year period ended December 31, 1996, all of which reports appear in the December 31, 1996 annual report on Form 10-K of The Loewen Group Inc. and to the reference to our firm under the heading "Experts" in the registration statements. /s/ KPMG Chartered Accountants Vancouver, Canada December 29, 1997 EX-23.3 6 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.3 [LETTERHEAD OF KPMG PEAT MARWICK] CONSENT OF INDEPENDENT AUDITORS The Board of Directors The Loewen Group Inc. We consent to incorporation by reference in the registration statements on Forms S-3 of The Loewen Group Inc. of our report dated March 3, 1997, relating to the balance sheets of Loewen Finance (Wyoming) Limited Liability Company as at December 31, 1996 and 1995 and the related statements of income and retained earnings and cash flows for each of the years in the two year period ended December 31, 1996 and for the eight month period ended December 31, 1994, which report appears in the December 31, 1996 annual report on Form 10-K of The Loewen Group Inc. /s/ KPMG PEAT MARWICK Chartered Accountants Bridgetown, Barbados December 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----