As filed with the Securities and Exchange Commission on October 26, 2001.
Registration No. 333________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------------
SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
TEXAS 74-1488375
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 522-5141
(Name, address, including zip code, and telephone
number, including area code, of each
registrant's principal executive offices)
JAMES M. SHELGER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 522-5141
(Name, address, including zip code, and telephone number,
including area code, of agent for service for each registrant)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1)(2) REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock(3) )
Junior Participating Preferred Stock Purchase) 6,000,000 $6.00 $36,000,000.00 $9,000.00
Rights (traded with Common Stock) )
=====================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Such amount represents the amount computed pursuant to 457(c) for any
Common Stock.
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 only in connection with dividend or
reinvestment plans, please check the following box. [X]
If this Form is filed to registered additional securities for an offering
pursuant to Rule 426(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 426(c)
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. [ ]
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
Subject to Completion Service Corporation International
Prospectus 1929 Allen Parkway
Dated: October 26, 2001 Houston, Texas 77019
713-522-5141
The information in this prospectus is not complete and may be changed. We may
not sell these securities 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.
Up to 6,000,000 Shares of Common Stock
SERVICE CORPORATION INTERNATIONAL
---------------
Trading Symbol:
New York Stock Exchange -- SRV
The shares of common stock offered hereby will be issued and distributed by
us to employees and former employees who elect to receive shares of common stock
in a lump-sum distribution of all or part of the discounted present value of
their retirement benefits pursuant to our
o supplemental executive retirement plan for senior officers, or Senior
SERP; and
o supplemental executive retirement plan, or SERP.
The number of shares of our common stock to be issued and distributed to
each participant under the Senior SERP and the SERP will be calculated by
dividing each participant's discounted present value retirement benefit amount
by the average closing price per share on The New York Stock Exchange of our
common stock for the five trading days immediately after our deadline for
receipt of the participant's election to receive shares of common stock. In this
prospectus, we call that price the Distribution Price. The shares of common
stock received by the participants may be sold subsequently from time to time,
including for a limited period to J.P. Morgan Securities Inc., and J.P. Morgan
Securities Inc. may resell them pursuant to this prospectus.
If the participants sell any or all of the shares of common stock received
in connection with the Senior SERP and the SERP to J.P. Morgan Securities Inc.
pursuant to the arrangement described in the preceding paragraph we will pay
any commission in connection therewith and they will receive the Distribution
Price per share. We have agreed with J.P. Morgan Securities Inc. that it will
receive no more and no less than the Distribution Price when reselling such
shares into the market. This arrangement will require us to pay out cash to J.P.
Morgan Securities Inc. if the price at which the common stock is resold to the
market is less than the Distribution Price. To the extent the resale of shares
of common stock by J.P. Morgan Securities Inc. exceeds the Distribution Price,
the excess proceeds will be paid to us. In addition, under certain circumstances
J.P. Morgan Securities Inc. is entitled to require us to purchase, at the
Distribution Price, up to $5,000,000 of the shares of our common stock that
J.P. Morgan Securities Inc. purchased from the participants in connection with
the transactions described herein.
Our common stock is listed on the New York Stock Exchange. On October 23,
2001 the last reported sale price of the common stock on the New York Stock
Exchange was $6.00 per share.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
---------------
__________________, 2001
1
TABLE OF CONTENTS
PAGE
Where You Can Find More Information..............................................3
The Company......................................................................4
The Offering.....................................................................4
Use of Proceeds..................................................................4
Description of Capital Stock.....................................................5
Description of Supplemental Executive Retirement Plan for Senior Officers........6
Description of Supplemental Executive Retirement Plan............................6
Material Federal Income Tax Considerations.......................................7
Plan of Distribution.............................................................7
Legal Matters....................................................................8
Experts ........................................................................8
Information not Required in Prospectus...........................................9
2
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the Securities and Exchange
Commission, or SEC, under the Securities Act of 1933 that registers the
securities offered by this prospectus. The registration statement, including the
attached exhibits, contains additional relevant information about us. The rules
and regulations of the SEC allow us to omit some information included in the
registration statement from this prospectus.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by us at the SEC's public reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. Our
filings with the SEC are also available to the public from commercial document
retrieval services and at the SEC's web site at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" into this document the
information we file with it, which means that we can disclose important
information to you by referring you to another document we filed with the SEC.
The information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
o Annual Report on Form 10-K for the fiscal year ended December 31,
2000;
o Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2001 and June 30, 2001;
o Current Reports on Form 8-K dated March 12, 2001 and June 27,
2001;
o Description of Series D Junior Participating Preferred Stock
Purchase Rights contained in Registration Statement on Form 8-A
dated May 15, 1998; and
o Description of capital stock set forth under the caption "Item 1.
Description of Securities to be Registered -- Capital Stock" in
the Form 8, Amendment No. 3, dated September 15, 1982, to
Registration Statement on Form 8-A.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
(713) 522-5141
Attention: James M. Shelger
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of this prospectus.
3
THE COMPANY
Service Corporation International was incorporated in Texas on July 5,
1962 and is the largest provider of death care services and products in the
world. As of June 30, 2001, we operated 3,385 funeral service locations, 506
cemeteries and 185 crematoria located in 17 countries on four continents. "Our
principal executive offices are located at 1929 Allen Parkway, Houston, Texas
77019, telephone number: (713) 522-5141.
THE OFFERING
We maintain the Senior SERP and the SERP to provide retirement benefits
in the form of annual cash payments which are generally paid after retirement.
We are providing a one-time opportunity for each participant vested in the
Senior SERP and the SERP to elect to receive, in full or partial settlement
thereof, a lump-sum distribution of the present value (using a 10% discount
rate) of all or part of his or her retirement benefits in shares of our common
stock. To the extent that a participant elects to receive a percent, but not
all, of his or her vested retirement benefits in shares of common stock, such
participant's remaining annual cash payments under the Senior SERP or the SERP
will be reduced by such percent. To the extent a participant elects to receive
retirement benefits in shares of common stock, our future cash obligations will
be reduced. If all participants in the Senior SERP and the SERP elect to receive
the present value of all of their retirement benefits in shares of common stock,
our future cash obligations to participants currently receiving or entitled to
retirement payments would be reduced by approximately $3 million per year. To
the extent participants do not elect to receive the discounted present value of
their retirement benefits in shares of common stock, shares of common stock will
not be issued under this prospectus.
The number of shares of our common stock to be issued and distributed
to each participant under the Senior SERP and the SERP electing to receive
common stock in lieu of all or part of the annual cash payments to which they
would otherwise be entitled will be calculated by dividing the present value of
the participant's benefit amount which he or she has elected to receive in
common stock by the average closing price per share of our common stock on the
New York Stock Exchange for the five trading days immediately following our
deadline for receipt of the participant's election to receive shares of common
stock. In this prospectus, we call that price the Distribution Price. For
example, if a participant had a present value benefit amount of $600,000 and the
Distribution Price was $6.00 per share, the participant (assuming he or she had
elected to receive all of his or her retirement benefits in shares of common
stock) would receive 100,000 shares of our common stock.
At the time participants elect to receive the shares of common stock to
be distributed, the participants may elect to sell all, some or none of the
shares received. We have arranged for participants who desire to sell all or
some of their shares of common stock to sell shares immediately to J.P. Morgan
Securities Inc. at the Distribution Price. We have agreed with J.P. Morgan
Securities Inc. that it will receive no more and no less than the Distribution
Price when reselling such shares into the market. This arrangement will require
us to pay out cash to J.P. Morgan Securities Inc. if the price at which the
common stock is resold to the market is less than the Distribution Price. If the
price at which the common stock is resold exceeds the Distribution Price, then
the excess proceeds will be paid to us. Depending upon whether we receive or pay
out cash under this arrangement, we will recognize it as either income or
expense. In addition, under certain circumstances J.P. Morgan Securities Inc. is
entitled to require us to purchase, at the Distribution Price, up to $5,000,000
of the shares of our common stock that J.P. Morgan Securities Inc. purchased
from the participants in connection with the transactions described herein.
USE OF PROCEEDS
We will not receive any proceeds from the issuance and distribution to
employees and former employees of our shares of common stock under the Senior
SERP or the SERP. We could receive excess proceeds upon the resale of shares of
common stock by J.P. Morgan Securities Inc. if the price at which the common
stock is resold exceeds the Distribution Price. Any proceeds received by us will
be used for working capital or debt reduction.
4
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of June 30, 2001, we had authorized capital stock consisting of
1,000,000 shares of Preferred Stock, $1.00 par value per share (the "Preferred
Stock"), and 500,000,000 shares of common stock. As of June 30, 2001, we had
outstanding 289,744,856 shares of common stock. No shares of Preferred Stock
were outstanding on such date.
The following description of the common stock does not purport to be
complete and is qualified in its entirety by reference to applicable provisions
of Texas law, our Restated Articles of Incorporation (the "Articles of
Incorporation"), our Bylaws, as amended, (the "Bylaws"), the Rights Agreement
dated as of May 14, 1998 (the "Rights Agreement"), between us and Harris Trust
and Savings Bank, as rights agent, and the Agreement Appointing a Successor
Rights Agent under Rights Agreement dated as of June 1, 1999 among us, Harris
Trust and Savings Bank and The Bank of New York, as successor rights agent.
COMMON STOCK
Subject to the prior rights of holders of shares of Preferred Stock,
the holders of shares of common stock:
o are entitled to such dividends as may be declared by our Board of
Directors out of funds legally available therefor;
o are entitled to one vote per share;
o have no preemptive or conversion rights;
o are not subject to, or entitled to the benefits of, any
redemption or sinking fund provision; and
o are entitled upon liquidation to receive the assets of the
Company remaining after the payment of corporate debts and the
satisfaction of the liquidation preference of Preferred Stock.
Voting is non-cumulative. The outstanding shares of common stock are fully paid
and non-assessable.
Under the terms of the credit agreements with our bank lenders, we are
currently prohibited from paying dividends or repurchasing common stock.
The Transfer Agent and Registrar for the common stock is The Bank of
New York, located in the city of New York.
CERTAIN PROVISIONS AFFECTING CONTROL OF THE COMPANY
Our Articles of Incorporation contain various provisions that may be
deemed to have an anti-takeover effect. These provisions include the following:
o the requirement of a four-fifths vote of outstanding shares of
capital stock:
-- to approve the merger or consolidation of the Company, or
the exchange by us of our securities, with a holder of 10%
or more of the our capital stock;
-- to remove directors with or without cause; and
-- to amend or repeal any of these provisions;
5
o the creation of a classified Board of Directors consisting of
three classes;
o the establishment of a minimum of nine and a maximum of 15
directors;
o the ability of the directors, by four-fifths vote, to remove a
director, subject to approval by a majority vote of the
shareholders; and
o the right of directors to fill vacancies on the board without the
approval of shareholders.
We also maintain a rights plan, pursuant to which one preferred share
purchase right is outstanding for each share of common stock outstanding. These
rights become exercisable in the event of certain attempts to acquire 20% or
more of our common stock and allow rights holders to purchase our securities or
securities of the acquiring entity.
DESCRIPTION OF SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR SENIOR OFFICERS
The Senior SERP is a non-qualified plan which covers officers and
selected key employees. Benefits under the Senior SERP do not consist of
compensation deferred at the election of participants. The amounts of benefits
under the plan were set by the Compensation Committee of our Board of Directors
from time to time. Subject to completing at least five years of vesting service,
the participant became vested at age 60 to the full amount of his benefit; if
his employment terminated earlier than age 60, he became vested to the amount of
his benefit multiplied by a fraction of which the numerator was the
participant's years of service and the denominator was the number of years from
the participant's hire date until he reached age 60.
In 2000, we amended the Senior SERP effective January 1, 2001. Under
the amendment, no additional benefits will accrue and no employees will become
eligible to participate in the plan after December 31, 2000.
Benefit payments under the Senior SERP are made in the form of 180
monthly installments commencing at the later of severance of employment or the
attainment of age 55. Prior to retirement, if a participant dies or in the event
of a change of control of the Company (as defined in the Senior SERP), we will
promptly pay to each beneficiary or participant a lump sum equal to the present
value of the benefit that the participant would have been entitled to receive if
he had continued to accrue benefit service from the date of death to the date of
his 60th birthday or from the date of the change of control to the date of his
65th birthday. Participants may elect to begin receiving monthly benefits at age
55, while still employed, provided the participant gives written notice at least
twelve months prior to the attainment of age 55. Such installments will be
reduced for early commencement to reasonably reflect the time value of money.
DESCRIPTION OF SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The SERP is a non-qualified plan which covers employees and former
employees. Monthly benefits are computed at 3% of a participant's average
monthly compensation multiplied by his years of service (according to the SCI
Pension Plan) up to a maximum of 20 years. This amount is reduced by amounts
payable under the terms of the SCI Pension Plan, 50% of the Social Security
benefit expected to be payable to the participant at age 65, any amount
previously paid to the participant under the SERP as a result of a change of
control of the Company (as defined in the SCI Pension Plan), and any other
supplemental retirement benefits available to the participant under any other
nonqualified deferred compensation arrangement between us and the participant. A
participant must have a minimum of ten years of service in order to be eligible
to receive his SERP benefits. Benefit payments are made in the form of 180
monthly installments commencing at the later of severance of employment or the
attainment of age 55.
In 2000, we amended the SERP effective January 1, 2001. Under the
amendment, no additional benefits will accrue and no employees will become
eligible to participate in the SERP after December 31, 2000.
6
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
Each participant in the Senior SERP or the SERP will be permitted to
receive an immediate lump-sum payment in exchange for all or part of his rights
under the plans. Although the amount of the lump-sum payment will be calculated
based on the Distribution Price, each participant's tax consequences will be
determined based on his or her decision concerning the sale of such shares to
J.P. Morgan Securities Inc. If the participant elects to sell shares to J.P.
Morgan Securities Inc., the sale will be made at the Distribution Price and his
or her tax consequences with respect to those shares sold to J.P. Morgan
Securities, Inc. as a result of his or her election will be based on the
Distribution Price. On the distribution date, the participant will be treated as
receiving ordinary income equal to the number of shares received and then sold
to J.P. Morgan Securities Inc. as a result of his or her election times the
Distribution Price, and will be subject to all applicable income and payroll tax
withholding on such income. The commissions and expenses we pay on behalf of the
participant also will be treated as taxable income to such participant and will
be subject to all applicable income and payroll tax withholding.
If a participant does not elect to sell shares to J.P. Morgan
Securities Inc., his or her taxes for such shares will be based on the actual
trading price of our common stock on the date such shares of common stock are
distributed to the participant, such "actual trading price" to be equal to the
mean between the highest and lowest quoted selling price on such date. As a
result, although the number of shares to be distributed will be calculated based
on the Distribution Price, the participant's tax consequences with respect to
those shares received but not sold to J.P. Morgan Securities Inc. as a result of
his or her election will be calculated based on the trading price of the shares
of common stock on the distribution date. On that date, the amount received by
each participant will be treated as ordinary income and will be subject to all
applicable income and payroll tax withholding.
PLAN OF DISTRIBUTION
Shares of common stock offered by this prospectus are being distributed
to employees and former employees upon election by the employees and former
employees to receive the present value, discounted at an annual rate of 10%, of
all or part of their retirement benefits pursuant to our Senior SERP and our
SERP in shares of our common stock instead of cash.
It is anticipated that such shares of common stock may be sold
subsequently by the participants from time to time, including for a limited
period to J.P. Morgan Securities Inc. pursuant to an arrangement between J.P.
Morgan Securities Inc. and us. J.P. Morgan Securities Inc. will resell such
shares on the New York Stock Exchange at market prices then prevailing or in one
or more negotiated transactions at prices acceptable to J.P. Morgan Securities
Inc., in its sole discretion.
If a participant elects to sell shares to J.P. Morgan Securities Inc.,
we will pay any commissions on behalf of the participant and the participant
will receive the Distribution Price per share sold. We have agreed with J.P.
Morgan Securities Inc. that it will receive no more and no less than the
Distribution Price when reselling the shares into the market. This arrangement
could require us to pay out cash to J.P. Morgan Securities Inc. if the price at
which the common stock is sold is less than the Distribution Price. If the price
at which the common stock is sold exceeds the Distribution Price, then the
excess proceeds will be paid to us. In addition, under certain circumstances
J.P. Morgan Securities Inc. is entitled to require us to purchase, at the
Distribution Price, up to $5,000,000 of the shares of our common stock that J.P.
Morgan Securities Inc. purchased from the participants in connection with the
transactions described herein.
In connection with the sales described above, J.P. Morgan Securities
Inc. and the participants may be deemed to be "underwriters," as defined in the
Securities Act, in which event all brokerage commissions or discounts and other
compensation received may be deemed underwriting compensation under the
Securities Act.
If a participant elects to sell shares other than to J.P. Morgan
Securities Inc. as discussed above, the participant may sell such shares on the
New York Stock Exchange at market prices then prevailing or in one or more
negotiated transactions. In addition, any participant who is an affiliate of SCI
may be obligated to comply with Rule 144 upon such sale.
In order to comply with certain state securities laws, if applicable,
the common stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
7
No person is authorized to give any information or to make any
representation, other than those contained in this prospectus, and any
information or representations not contained in this prospectus must not be
relied upon as having been authorized. This prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities under any
circumstances where such an offer or solicitation is unlawful. Neither the
delivery of this prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
LEGAL MATTERS
The validity of the Common Stock will be passed upon for us by Locke
Liddell & Sapp LLP, Houston, Texas.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of Service Corporation
International for the year ended December 31, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate (except for the SEC registration fee) of
the fees and expenses payable by the Company in connection with the distribution
of the Securities:
SEC registration fee ................................... $ 9,000.00
------------
Printing costs ......................................... 5,000.00
Legal fees and expenses ................................ 15,000.00
Accounting fees and expenses ........................... 10,000.00
Miscellaneous .......................................... 5,000.00
------------
Total ................................. $ 44,000.00
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Texas corporation.
Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that any director or officer of a Texas corporation may be indemnified
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by him in connection with or in defending any action, suit or
proceeding in which he was, is, or is threatened to be made a named defendant by
reason of his position as director or officer, provided that he conducted
himself in good faith and reasonably believed that, in the case of conduct in
his official capacity as a director or officer of the corporation, such conduct
was in the corporation's best interests; and, in all other cases, that such
conduct was at least not opposed to the corporation's best interests. In the
case of a criminal proceeding, a director or officer may be indemnified only if
he had no reasonable cause to believe his conduct was unlawful. If a director or
officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory.
Under the Company's Restated Articles of Incorporation, as amended (the
"Articles of Incorporation"), no director of the registrant will be liable to
the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omission not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv)
for acts or omissions for which the liability of a director is expressly
provided by statute, or (v) for acts related to an unlawful stock repurchase or
dividend payment. The Articles of Incorporation further provide that, if the
statutes of Texas are amended to further limit the liability of a director, then
the liability of the Company's directors will be limited to the fullest extent
permitted by any such provision.
The Company's Bylaws provide for indemnification of officers and
directors of the registrant and persons serving at the request of the registrant
in such capacities for other business organizations against certain losses,
costs, liabilities, and expenses incurred by reason of their positions with the
registrant or such other business organizations. The Company also has policies
insuring its officers and directors and certain officers and directors of its
wholly owned subsidiaries against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Act").
For a statement of the Company's undertakings with respect to
indemnification of directors and officers, see Item 17 below.
9
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
*1.1 Form of Settlement Agreement by and between
Service Corporation International and J.P.
Morgan Securities Inc.
3.1 Restated Articles of Incorporation.
(Incorporated by references to Exhibit 3.1 to
Registration Statement No. 333-10867 on Form
S-3)
3.2 Articles of Amendment to Restated Articles of
Incorporation. (Incorporated by reference to
Exhibit 3.1 to Form 10-Q for the fiscal quarter
ended September 30, 1996)
3.3 Statement of Resolution Establishing Series of
Shares of Series D Junior Participating
Preferred Stock, dated July 27, 1998
(Incorporated by reference to Exhibit 3.2 to
Form 10-Q for the fiscal quarter ended June 30,
1998)
3.4 Bylaws, as amended. (Incorporated by reference
to Exhibit 3.1 to Form 10-Q for the fiscal
quarter ended September 30, 1999)
4.1 Rights Agreement dated as of May 14, 1998
between the Company and Harris Trust and Savings
Bank. (Incorporated by reference to Exhibit 99.1
to Form 8-K dated May 14, 1998)
4.2 Agreement Appointing a Successor Rights Agent
Under Rights Agreement, dated June 1, 1999, by
the Company, Harris Trust and Savings Bank and
The Bank of New York. (Incorporated by reference
to Exhibit 4.1 to Form 10-Q for the fiscal
quarter ended June 30, 1999)
*5.1 Opinion of Locke Liddell & Sapp LLP
10.1 Supplemental Executive Retirement Plan for
Senior Officers (as Amended and Restated
Effective as of January 1, 1998). (Incorporated
by reference to Exhibit 10.28 to Form 10-K for
the fiscal year ended December 31, 1998)
10.2 Form of First Amendment to Supplemental
Executive Retirement Plan for Senior Officers.
(Incorporated by reference to Exhibit 10.28 to
Form 10-K for the fiscal year ended December 31,
2000)
*10.3 Form of Amended and Restated Supplemental
Executive Retirement Plan (Effective January 1,
1998)
*10.4 First Amendment to the Amended and Restated
Supplemental Executive Retirement Plan
(Effective January 1, 2001)
*10.5 Form of correspondence from the Company to
participants in the Supplemental Executive
Retirement Plan for Senior Officers
*10.6 Form of Participant Settlement Agreement with
participants in Supplemental Executive
Retirement Plan for Senior Officers
*10.7 Form of correspondence from the Company to
participants in the Supplemental Executive
Retirement Plan
*10.8 Form of Participant Settlement Agreement with
participants Supplemental Executive Retirement
Plan
*23.1 Consent of Locke Liddell & Sapp LLP (included in
their opinion filed as Exhibit 5.1)
*23.2 Consent of Independent Accountants
(PricewaterhouseCoopers LLP)
*24.1 Powers of Attorney
----------
* Filed herewith.
(b) Financial Statement Schedules.
Financial statement schedules for the three years ended December 31,
2000.
Schedule
II Valuation and Qualifying Accounts
10
The Information required by Schedule II for the three years ended
December 31, 2000 is incorporated herein by reference to the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for the
fiscal year ended December 31, 2000.
ITEM 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, as amended
(the "Act")
(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
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; 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 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.
(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 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) or the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
11
has been advised that in the opinion of the 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 of 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act,
the information omitted from the form of prospectus
filed as part of a registration statement in reliance
upon Rule 430A and contained in the form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Act shall be deemed to be part
of this registration statement as of the time it was
declared effective.
(2) For purposes of determining any liability under the Act,
each post-effective amendment that contains a form of
prospectus 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.
(e) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the applicable trustees to act
under subsection (a) of Section 310 of the Trust Indenture Act, as amended, in
accordance with the Rules and Regulations prescribed by the Commission under
Section 305(b)(2) of that Act.
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Service
Corporation International 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 Houston, State of Texas, on this
26th day of October, 2001.
SERVICE CORPORATION INTERNATIONAL
By: /s/ JAMES M. SHELGER
------------------------------
James M. Shelger
Senior Vice President, General
Counsel and Secretary
13
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
* Chairman of the Board and Chief October 26, 2001
------------------------------ Executive Officer
R. L. Waltrip
* Senior Vice President Chief October 26, 2001
------------------------------ Financial Officer
Jeffrey E. Curtiss (Principal Financial Officer)
* Vice President Corporate October 26, 2001
------------------------------ Controller (Principal
W. Cardon Gerner Accounting Officer)
* Director October 26, 2001
------------------------------
Anthony L. Coelho
* Director October 26, 2001
------------------------------
Jack Finkelstein
* Director October 26, 2001
------------------------------
A. J. Foyt, Jr.
* Director October 26, 2001
------------------------------
James H. Greer
* Director October 26, 2001
------------------------------
B.D. Hunter
* Director October 26, 2001
------------------------------
Victor L. Lund
* Director October 26, 2001
------------------------------
John W. Mecom, Jr.
* Director October 26, 2001
------------------------------
Clifton H. Morris, Jr.
* Director October 26, 2001
------------------------------
E. H. Thornton, Jr.
* Director October 26, 2001
------------------------------
W. Blair Waltrip
* Director October 26, 2001
------------------------------
Edward E. Williams
14
*By: /s/ JAMES M. SHELGER
---------------------
James M. Shelger
Attorney-in-Fact
15
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*1.1 Form of Settlement Agreement by and between Service
Corporation International and J.P. Morgan Securities Inc.
3.1 Restated Articles of Incorporation. (Incorporated by
references to Exhibit 3.1 to Registration Statement No.
333-10867 on Form S-3)
3.2 Articles of Amendment to Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 3.1 to Form 10-Q for the
fiscal quarter ended September 30, 1996)
3.3 Statement of Resolution Establishing Series of Shares of
Series D Junior Participating Preferred Stock, dated July 27,
1998 (Incorporated by reference to Exhibit 3.2 to Form 10-Q
for the fiscal quarter ended June 30, 1998)
3.4 Bylaws, as amended. (Incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30, 1999)
4.1 Rights Agreement dated as of May 14, 1998 between the Company
and Harris Trust and Savings Bank. (Incorporated by reference
to Exhibit 99.1 to Form 8-K dated May 14, 1998)
4.2 Agreement Appointing a Successor Rights Agent Under Rights
Agreement, dated June 1, 1999, by the Company, Harris Trust
and Savings Bank and The Bank of New York. (Incorporated by
reference to Exhibit 4.1 to Form 10-Q for the fiscal quarter
ended June 30, 1999)
*5.1 Opinion of Locke Liddell & Sapp LLP
10.1 Supplemental Executive Retirement Plan for Senior Officers (as
Amended and Restated Effective as of January 1, 1998).
(Incorporated by reference to Exhibit 10.28 to Form 10-K for
the fiscal year ended December 31, 1998)
10.2 Form of First Amendment to Supplemental Executive Retirement
Plan for Senior Officers. (Incorporated by reference to
Exhibit 10.28 to Form 10-K for the fiscal year ended December
31, 2000)
*10.3 Form of Amended and Restated Supplemental Executive Retirement
Plan (Effective January 1, 1998)
*10.4 First Amendment to the Amended and Restated Supplemental
Executive Retirement Plan (Effective January 1, 2001)
*10.5 Form of correspondence from the Company to participants in the
Supplemental Executive Retirement Plan for Senior Officers
*10.6 Form of Participant Settlement Agreement with participants in
Supplemental Executive Retirement Plan for Senior Officers
*10.7 Form of correspondence from the Company to participants in the
Supplemental Executive Retirement Plan
*10.8 Form of Participant Settlement Agreement with participants
Supplemental Executive Retirement Plan
*23.1 Consent of Locke Liddell & Sapp LLP (included in their opinion
filed as Exhibit 5.1)
*23.2 Consent of Independent Accountants (PricewaterhouseCoopers
LLP)
*24.1 Powers of Attorney
----------
* Filed herewith.