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): July 25, 2002
SERVICE CORPORATION INTERNATIONAL
(Exact name of Registrant as specified in Charter)
TEXAS
(State or other Jurisdiction of Incorporation)
1-6402-1 74-1488375
(Commission File Number) (IRS Employer Identification No.)
1929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 522-5141
ITEM 5. OTHER EVENTS
On July 25, 2002, Service Corporation International, a Texas
corporation (the "Company"), announced the completion of a new $185 million
credit facility and the deferral of its French joint venture transaction. In the
announcement, the Company stated that it now expects proceeds from asset sales
and joint venture transactions to be between $300 and $400 million in 2002 as
compared to the Company's original guidance of $550 million. The Company also
now expects net debt (total debt less cash on hand) to be in the range of $1.8
to $1.9 billion at December 31, 2002, as compared to the Company's original
guidance of total debt of $1.8 billion or lower by the end of 2002. The Credit
Agreement is filed as Exhibit 99.2 hereto.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
The statements in this press release that are not historical facts are
forward-looking statements made in reliance on the "safe harbor" protections
provided under the Private Securities Litigation Reform Act of 1995. These
statements may be accompanied by words such as "believe," "estimate," "project,"
"expect," "anticipate" or "predict," that convey the uncertainty of future
events or outcomes. These statements are based on assumptions that the Company
believes are reasonable; however, many important factors could cause the
Company's actual results in the future to differ materially from the
forward-looking statements made herein and in any other documents or oral
presentations made by, or on behalf of, the Company. Important factors which
could cause actual results of the Company to differ materially from those in
forward-looking statements include, among others, the following:
1) Changes in general economic conditions, both domestically and
internationally, impacting financial markets (e.g., marketable security
values, as well as currency and interest rate fluctuations) that could
negatively affect the Company, particularly, but not limited to, levels of
interest expense and negative currency translation effects.
2) Changes in credit relationships impacting the availability of credit and
the general availability of credit in the marketplace.
3) The Company's ability to successfully implement its strategic plan as
defined in the Company's Form 10-K for the year ended December 31, 2001,
including:
o the interest of third parties to enter into and consummate alliances
and joint ventures with the Company, including with respect to its
operations in France,
o the continuation of cost reduction initiatives,
o the continuation of actions to improve operating free cash flow,
o the continuation of debt reduction initiatives, including the sale of
certain funeral and cemetery operations,
o the implementation of strategic revenue and marketing initiatives
resulting in increased volume through its existing facilities, and
o the continuation of operating improvements in France.
4) Changes in consumer demand and/or pricing for the Company's products and
services caused by several factors, such as changes in local death rates,
cremation rates, competitive pressures and local economic conditions.
5) Changes in domestic and international political and/or regulatory
environments in which the Company operates, including potential changes in
tax and accounting policies.
6) The Company's ability to successfully access the surety market to procure
bonds for prearranged funeral and preneed cemetery activities.
7) The Company's ability to successfully exploit its substantial purchasing
power with certain of the Company's vendors.
8) The outcomes of pending lawsuits against the Company involving alleged
violations of securities laws.
9) The outcomes of lawsuits in Florida involving certain cemetery locations,
including the possibility of criminal charges or other civil claims being
filed against the Company, its subsidiaries or its employees.
For further information on these and other risks and uncertainties, see the
Company's Securities and Exchange Commission filings, including the Company's
2001 Annual Report on Form 10-K. The Company assumes no obligation to publicly
update or revise any forward-looking statements made herein or any other
forward-looking statements made by the Company, whether as a result of new
information, future events or otherwise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated July 25, 2002, issued by the Company.
99.2 Credit Agreement dated as of July 24, 2002 among the
Company, as Borrower, the Lenders Party thereto, JPMorgan
Chase Bank, as Administrative Agent, Bank of America, N.A.,
as Syndication Agent, and Credit Lyonnais, Lehman Commercial
Paper Inc. and Merrill Lynch Capital Corporation, as
Co-Documentation Agents, J.P. Morgan Securities Inc., and
Banc of America Securities LLC, as Joint Bookrunners and
Joint Lead Arrangers.
ITEM 9. REGULATION FD DISCLOSURE
On July 25, 2002, the Company issued a press release announcing the
completion of a new $185 million credit facility and the deferral of its French
joint venture transaction, as more fully described in the press release
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SERVICE CORPORATION INTERNATIONAL
Date: July 25, 2002 By: /s/ James M. Shelger
-------------------------------------
James M. Shelger
Senior Vice President
General Counsel and Secretary
EXHIBIT INDEX
99.1 Press release dated July 25, 2002, issued by the Company.
99.2 Credit Agreement dated as of July 24, 2002 among the Company, as
Borrower, the Lenders Party thereto, JPMorgan Chase Bank, as
Administrative Agent, Bank of America, N.A., as Syndication Agent,
and Credit Lyonnais, Lehman Commercial Paper Inc. and Merrill Lynch
Capital Corporation, as Co-Documentation Agents, J.P. Morgan
Securities Inc., and Banc of America Securities LLC, as Joint
Bookrunners and Joint Lead Arrangers.