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As filed with the Securities and Exchange Commission on July 17, 2001.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SERVICE CORPORATION INTERNATIONAL
(Exact Name of Registrant as Specified in its Charter)
TEXAS 74-1488375
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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6 3/4% CONVERTIBLE SUBORDINATED NEW YORK STOCK EXCHANGE
NOTES DUE 2008
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this Form relates:
333-65711
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the debt securities to be registered is contained in the
Prospectus Supplement dated June 18, 2001 and the Prospectus dated October 15,
1998, copies of which were electronically transmitted for filing with the
Commission pursuant to Rule 424(b) on June 19, 2001 and October 15, 1998,
respectively, each of which forms a part of the Registrant's Registration
Statement on Form S-3 (No. 333-65711).
ITEM 2. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 2001 Subordinated Indenture dated as of June 22, 2001, between
Service Corporation International and The Chase Manhattan
Bank, as Trustee (incorporated by reference to Exhibit 4.1 of
the Registrant's Current Report on Form 8-K filed on June 27,
2001).
4.2 First Supplemental Indenture dated as of June 22, 2001,
between Service Corporation International and The Chase
Manhattan Bank, as Trustee, including the form of 6 3/4%
Convertible Subordinated Note Due 2008 (incorporated by
reference to Exhibit 4.2 of the Registrant's Current Report on
Form 8-K filed on June 27, 2001).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: July 17, 2001 SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
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James M. Shelger
Senior Vice President,
General Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1 2001 Subordinated Indenture dated as of June 22, 2001, between
Service Corporation International and The Chase Manhattan
Bank, as Trustee (incorporated by reference to Exhibit 4.1 of
the Registrant's Current Report on Form 8-K filed on June 27,
2001).
4.2 First Supplemental Indenture dated as of June 22, 2001,
between Service Corporation International and The Chase
Manhattan Bank, as Trustee, including the form of 6 3/4%
Convertible Subordinated Note Due 2008 (incorporated by
reference to Exhibit 4.2 of the Registrant's Current Report on
Form 8-K filed on June 27, 2001).