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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): June 18, 2001
SERVICE CORPORATION INTERNATIONAL
Exact Name of Registrant as Specified in its Charter
TEXAS 1-6402-1 74-1488375
State of Incorporation or Commission File Number I.R.S. Employer
Organization Identification No.
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
Address of Principal Executive Offices (Zip Code)
(713) 522-5141
Registrant's telephone number,
including area code
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ITEM 5. OTHER EVENTS.
On June 18, 2001, Service Corporation International (the "Company")
entered into a Purchase Agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., Banc of America Securities LLC, UBS
Warburg LLC, and Raymond James & Associates, Inc., pursuant to which the Company
issued $300 million aggregate principal amount of 6 3/4% Convertible
Subordinated Notes Due 2008 (the "Notes"). The net proceeds from the sale of the
Notes were approximately $289 million, and will be used by the Company to repay
debt, including a portion of its indebtedness under its revolving credit
facilities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit
Number Description
1.1 Purchase Agreement dated as of June 18, 2001
4.1 2001 Subordinated Indenture dated as of June 22,
2001, between Service Corporation International and
The Chase Manhattan Bank, as Trustee
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
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SIGNATURE
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.
Dated: June 27, 2001
SERVICE CORPORATION INTERNATIONAL
By: /s/ W. CARDON GERNER
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Name: W. Cardon Gerner
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Title: Vice President Corporate Controller
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Purchase Agreement dated as of June 18, 2001
4.1 2001 Subordinated Indenture dated as of June 22,
2001, between Service Corporation International and
The Chase Manhattan Bank, as Trustee
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