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): April 28, 2014
 
Service Corporation International
(Exact name of Registrant as specified in its charter)
 
Texas
(State or other jurisdiction
of incorporation)
1-6402-1
(Commission File Number)
74-1488375
(I.R.S. Employer
Identification Number)
                         
1929 Allen Parkway
Houston, Texas
(Address of principal executive offices)
77019
(Zip code)
                     
(713) 522-5141
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changes 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 (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
                         
Item 7.01
Regulation FD Disclosure
 
Service Corporation International (“SCI”) has, in connection with its previously announced private offering (the “Offering”) of $550 million aggregate principal amount of Senior Notes due 2024 (the “Notes”), presented certain information about its business  to potential investors. A copy of the investor presentation is attached as Exhibit 99.1 and is incorporated by reference.

The information in Item 7.01 of this Current Report on Form 8-K and the corresponding Exhibits filed in Item 9.01 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. investors pursuant to Regulation S. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer solicitation or sale in any jurisdiction in which such offering solicitation or sale would be unlawful.

Forward-Looking Statements

Information set forth in this Current Report on Form 8-K contains forward-looking statements, which involve a number of risks and uncertainties. Readers are cautioned that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving SCI and Stewart, including future financial and operating results, the combined company’s plans, objectives, synergies, expectations and intentions and other statements that are not historical facts.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that the SCI and Stewart businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional factors that may affect future results are contained in SCI’s filings with the SEC, which are available at www.sci-corp.com. SCI disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.
 
 
 
 
 
Item 9.01
Financial Statements and Exhibits
 
(d) The following exhibits are included with this report:
 
 
Exhibit No.
Description
 
 
99.1
Investor Presentation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                            
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Dated: April 28, 2014
 
  Service Corporation International  
         
         
  By: /s/ Gregory T. Sangalis  
    Name: Gregory T. Sangalis  
    Title: Senior Vice President,  
      General Counsel and Secretary  
         
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                         
EXHIBITS

 
Exhibit No.
Description
 
99.1
Investor Presentation