UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 27, 2006
Service Corporation International
(Exact name of registrant as specified in its charter)
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| Texas
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1-6402-1
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74-1488375 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 1929 Allen Parkway Houston, Texas
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77019 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (713) 522-5141
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 27, 2006, Service Corporation International (the “Company”) entered into a purchase
agreement (the “Purchase Agreement”) pursuant to which it agreed to sell $500 million aggregate
principal amount of unsecured senior notes, consisting of $250 million aggregate principal amount
of 7⅜% Senior Notes due 2014 and $250 million aggregate
principal amount of 7⅝% Senior Notes
due 2018 (collectively, the “notes”), to the initial purchasers named therein in a private
placement. The aggregate proceeds from the offerings, net of initial purchasers’ discounts and
offering expenses, will be used, together with available cash and other financings, to consummate
the acquisition of Alderwoods Group, Inc. and refinance certain other indebtedness. The closing of
the sale of the notes is expected to occur on October 3, 2006, subject to customary closing
conditions.
The net proceeds of each series of notes will be held in separate escrow accounts pending the
consummation of the acquisition of Alderwoods and related transactions. All outstanding notes are
subject to special mandatory redemption in the event that the acquisition and related transactions
are not consummated on or prior to December 31, 2006. All of the outstanding notes may also be
redeemed at the Company’s option, in whole, but not in part, at any time prior to December 31,
2006, if, in the Company’s sole judgment, the acquisition and related transactions will not be
consummated by that date. The redemption price in either case will be 100% of the issue price of
each series of the notes set forth above, respectively, plus accrued and unpaid interest to the
redemption date. Concurrently with the closing of the offerings, the
Company will deposit the net proceeds
of each series of notes into separate escrow accounts, together with an amount of cash or treasury
securities, so that the escrowed funds are sufficient to fund the redemption of the notes, if
required.
The notes will be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. The notes will not initially be registered under the Securities Act of 1933
or the securities laws of any state and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements under the Securities Act
and any applicable state securities laws.
Item 7.01 Regulation FD Disclosure.
On
September 27, 2006, the Company issued a press release
announcing that it has priced the private offering of the notes. The full text of the press release is attached hereto as Exhibit
99.1.
The
information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The
information contained in this Current Report on Form 8-K, including the exhibit hereto, is
neither an offer to sell nor a solicitation of an offer to purchase
any of the notes or any other securities of the
Company. Any securities to be offered by the Company, in the offering
of the notes or in separate financings concurrent therewith, will not be registered under the Securities Act of 1933, as
amended, or applicable state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements of the Securities
Act and applicable state securities laws.