AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 2002.
REGISTRATION NO. 333-___________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
TEXAS 1929 ALLEN PARKWAY 74-1488375
(State or other jurisdiction of HOUSTON, TEXAS 77019 (I.R.S. Employer Identification No.)
incorporation or organization) (Address of Principal Executive Offices)
(Zip Code)
SCI 401(k) RETIREMENT SAVINGS PLAN
(Full title of the plan)
JAMES M. SHELGER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Name and address of agent for service)
(713) 522-5141
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED(1)(2) PER SHARE(3) PRICE(3)
---------------------- ------------- ---------------- ------------------ ----------------
Common Stock, par value $1.00 per share 10,000,000 shares $4.00 $40,000,000.00 $3,680.00
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(1) This Registration Statement is filed pursuant to General Instruction E
to Form S-8. Registration Statement No. 333-38310 previously registered
6,000,000 shares of Service Corporation International common stock, par
value $1.00 per share, ("Common Stock") offered under the SCI 401(k)
Retirement Savings Plan ("Plan"), together with an indeterminate amount
of Plan interests. This Registration Statement is being filed to
register 10,000,000 additional shares of Common Stock that may be
issued under the Plan and includes an indeterminate number of shares
that may be issuable by reason of stock splits, stock dividends or
similar transactions. Registration Statement No. 333-38310 also
registered the Series D Junior Participating Preferred Stock of the
Registrant (the "Rights") associated with the shares of Common Stock
registered thereunder. Until the occurrence of certain prescribed
events, the Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred along with
and only with such securities. Thereafter, separate Rights certificates
will be issued representing one Right for each share of Common Stock
held, subject to adjustment pursuant to antidilution provisions. This
Registration Statement also is being filed to register the Rights
associated with Common Stock registered hereunder.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
(3) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933,
based on the average of the high and low prices reported by the New
York Stock Exchange on June 17, 2002.
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SCI 401(k) RETIREMENT SAVINGS PLAN
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INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 333-38310 are incorporated
herein by reference.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this Registration Statement.
SIGNATURES
THE REGISTRANT. 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-8 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 the 24th day of June,
2002.
SERVICE CORPORATION INTERNATIONAL
BY: /S/ JAMES M. SHELGER
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JAMES M. SHELGER
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and Chief Executive Officer June 24, 2002
----------------------- (Principal Executive Officer)
R. L. Waltrip
* Senior Vice President and Chief Financial Officer June 24, 2002
----------------------- (Principal Financial Officer)
Jeffrey E. Curtiss
* Vice President Controller June 24, 2002
----------------------- (Principal Accounting Officer)
W. Cardon Gerner
* Director June 24, 2002
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Anthony L. Coelho
* Director June 24, 2002
-----------------------
Jack Finkelstein
* Director June 24, 2002
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A.J. Foyt, Jr.
* Director June 24, 2002
-----------------------
James H. Greer
* Director June 24, 2002
-----------------------
B.D. Hunter
* Director June 24, 2002
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Victor L. Lund
* Director June 24, 2002
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John W. Mecom, Jr.
* Director June 24, 2002
-----------------------
Clifton H. Morris, Jr.
* Director June 24, 2002
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E. H. Thornton, Jr.
* Director June 24, 2002
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W. Blair Waltrip
* Director June 24, 2002
-----------------------
Edward E. Williams
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* By his signature below, James M. Shelger, pursuant to duly executed
powers of attorney filed with the Securities and Exchange Commission,
has signed this registration statement on the date indicated on behalf
of the persons listed above, designated by asterisks, in the capacities
set forth opposite their respective names.
/s/ JAMES M. SHELGER
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James M. Shelger
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 the 24th day of June, 2002.
SCI 401(k) RETIREMENT SAVINGS PLAN
BY: SCI MANAGEMENT, L.P., PLAN ADMINISTRATOR
BY: SCI ADMINISTRATIVE SERVICES, LLC, ITS GENERAL PARTNER
BY: /s/ HELEN DUGAND
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HELEN DUGAND, PRESIDENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
EXHIBITS
SERVICE CORPORATION INTERNATIONAL
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Registration
Statement No. 333-10867 on Form S-3).
4.2 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).
4.3 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).
4.4 Bylaws, as amended (incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30, 1999).
4.5 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).
4.6 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).
4.7 SCI 401(k) Retirement Savings Plan (incorporated by reference
to Exhibit 4.7 to Form S-8 filed as of June 1, 2000,
Registration Statement No. 333-38310).
4.8 Form of First Amendment to SCI 401(k) Retirement Savings Plan
(incorporated by reference to Exhibit 10.31 to Form 10-K for
the fiscal year ended December 31, 2000).
4.9* SCI 401(k) Retirement Savings Plan as Amended and Restated.
5.1* Opinion of Counsel of Service Corporation International.
23.1* Consent of PricewaterhouseCoopers LLP, independent public
accountants.
23.2* Consent of Counsel for Service Corporation International
(included in Exhibit 5.1).
24.1* Powers of Attorney authorizing signature.
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* Filed herewith.