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<SEC-DOCUMENT>0001275287-06-003027.txt : 20060526
<SEC-HEADER>0001275287-06-003027.hdr.sgml : 20060526
<ACCEPTANCE-DATETIME>20060526094202
ACCESSION NUMBER:		0001275287-06-003027
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060526
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060526
DATE AS OF CHANGE:		20060526

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SERVICE CORPORATION INTERNATIONAL
		CENTRAL INDEX KEY:			0000089089
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PERSONAL SERVICES [7200]
		IRS NUMBER:				741488375
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06402
		FILM NUMBER:		06868875

	BUSINESS ADDRESS:	
		STREET 1:		1929 ALLEN PKWY
		STREET 2:		P O BOX 130548
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77019
		BUSINESS PHONE:		7135225141

	MAIL ADDRESS:	
		STREET 1:		P O BOX 130548
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77219-0548
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sc6010.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  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) May 26, 2006 (May 25, 2006)

                        SERVICE CORPORATION INTERNATIONAL
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Texas                  1-6402-1             74-1488375
     ----------------------------     ------------      -------------------
     (State or other jurisdiction     (Commission        (I.R.S. Employer
           of incorporation)          File Number)      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


         --------------------------------------------------------------
         (Former name or former address, if changed 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:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13a-4(c))

================================================================================

<PAGE>

ITEM 7.01 REGULATION FD DISCLOSURE

On May 25, 2006, Service Corporation International issued a press release
announcing it received a request for additional information and materials from
the U.S. Federal Trade Commission in connection with its proposed merger with
Alderwoods Group, Inc.

The attached Exhibit 99.1 is not filed, but is furnished to comply with
Regulation FD. The information in this Current Report on Form 8-K, including the
exhibit, 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, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          (d)  Attached hereto as Exhibit 99.1 is a copy of Service Corporation
               International's press release.

               99.1  Press Release, dated May 25, 2006

<PAGE>

                                    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.

May 26, 2006                                   Service Corporation International


                                               By: /s/ Eric D. Tanzberger
                                                   -----------------------------
                                                   Eric D. Tanzberger
                                                   Senior Vice President and
                                                   Corporate Controller
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>sc6010ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

      FTC ISSUES REQUESTS FOR ADDITIONAL INFORMATION IN SERVICE CORPORATION
                        INTERNATIONAL / ALDERWOODS MERGER

    HOUSTON and CINCINNATI, May 25 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SCI) ("SCI") and Alderwoods Group, Inc. (Nasdaq: AWGI)
("Alderwoods") today announced that they have each received a request for
additional information from the Federal Trade Commission ("FTC") in connection
with its review of SCI's pending acquisition of Alderwoods. The FTC requests
extend the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. SCI and Alderwoods intend to continue to work with the FTC and to
respond promptly to the request. In addition, the Canadian Competition Bureau
has certified as complete the long-form filings made by SCI and Alderwoods under
the Competition Act (Canada). The statutory waiting period under the Competition
Act will expire on June 30, 2006. The companies continue to believe that the
pending acquisition will be completed by the end of 2006.

    Forward-Looking Statements

    Certain statements contained in this press release, including, but not
limited to, information regarding the expected closing of the proposed
transaction, as well as certain information in other filings with the Securities
Exchange Commission ("SEC") and elsewhere are forward-looking statements within
the meaning of Section 27A(i) of the Securities Act of 1933 and Section 21E(i)
of the Securities Exchange Act of 1934. The words "believe," "will," "continue,"
"intend," "expect" and similar expressions identify these forward-looking
statements. These forward-looking statements are made subject to certain risks
and uncertainties that could cause actual results to differ materially from
those stated, including the following: the ability to obtain regulatory
approvals of the proposed transaction on the proposed terms and schedule; the
failure of Alderwoods stockholders to approve the proposed transaction; and
various other uncertainties associated with the funeral service industry in
general and Alderwoods's and SCI's operations in particular, which are referred
to in Alderwoods's and SCI's periodic reports filed with the SEC, especially
under the headings "Forward-Looking Statements" and "Risk Factors." Alderwoods
and SCI undertake no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

    About Service Corporation International

    Service Corporation International, headquartered in Houston, Texas, owns and
operates funeral service locations and cemeteries. Service Corporation
International has an extensive network of businesses, including 1,053 funeral
service locations and 354 cemeteries in North America as of March 31, 2006. For
more information about Service Corporation International, please visit our
website at http://www.sci-corp.com .

    About Alderwoods Group, Inc.

    Alderwoods Group, Inc. is the second largest operator of funeral homes and
cemeteries in North America, based upon total revenue and number of locations.
As of March 25, 2006, Alderwoods operated 584 funeral homes, 73 cemeteries and
60 combination funeral homes and cemeteries throughout North America. Alderwoods
provides funeral and cemetery services and products on both an at- need and
pre-need basis. In support of the pre-need business, Alderwoods operates
insurance subsidiaries that provide customers with a funding mechanism for the
pre-arrangement of funerals. For more information about Alderwoods, please visit
http://www.alderwoods.com .

<PAGE>

    Service Corporation International Contacts
    Investors:           Debbie Young - Director / Investor Relations
                         (713) 525-9088

    Media:               Greg Bolton - Director / Corporate Communications
                         (713) 525-5235

                         Steve Frankel / Jamie Moser
                         Joele Frank, Wilkinson Brimmer Katcher
                         (212) 355-4449

    Alderwoods Group, Inc. Contact
    Investors / Media:   Kenneth A. Sloan - Executive Vice President, Chief
                         Financial Officer
                         (416) 498-2455

SOURCE  Service Corporation International
    -0-                             05/25/2006
    /CONTACT: investors, Debbie Young, Director, Investor Relations,
+1-713-525-9088, or media, Greg Bolton, Director, Corporate Communications,
+1-713-525-5235, both of Service Corporation International; or Steve Frankel, or
Jamie Moser, both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449,
for Service Corporation International; or Kenneth A. Sloan, Executive Vice
President, Chief Financial Officer of Alderwoods Group, Inc.,
+1-416-498-2455/
    /Web site:  http://www.sci-corp.com
                http://www.alderwoods.com /
    (SCI AWGI)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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