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SERVICE CORPORATION INTERNATIONAL AND AMERICAN FUNERAL SERVICES CORPORATION ANNOUNCE DEFINITIVE AGREEMENT

 SERVICE CORPORATION INTERNATIONAL AND AMERICAN FUNERAL
 SERVICES CORPORATION ANNOUNCE DEFINITIVE AGREEMENT
 HOUSTON, Sept. 22 /PRNewswire/ -- Service Corporation International (NYSE: SRV) ("SCI") and American Funeral Services Corporation (NASDAQ: AMFS) ("AFS") announced today that they have executed a definitive merger agreement under which SCI will acquire all outstanding shares of AFS for the previously announced $15 per share in cash. The transaction is subject to approval by holders of two-thirds of AFS's common stock, exclusive of shares held by SCI. AFS will be filing proxy materials with the Securities and Exchange Commission as soon as possible.
 The board of directors of American Funeral Services also reported that it has amended its shareholder rights plan to provide for the redemption of the rights immediately before the merger with SCI is consummated.
 The companies have already submitted filings with the Federal Trade Commission and the Department of Justice under the Hart-Scott-Rodino Act. Completion of this transaction remains subject to customary conditions, including the attainment of necessary regulatory and governmental approvals.
 Service Corporation International is the largest owner and operator of funeral homes and cemeteries in the world. SCI's operations include 669 funeral homes and 168 cemeteries in 520 cities, 38 states, the District of Columbia and four Canadian provinces. SCI's stock is traded on the New York Stock Exchange. The company's ticker symbol is SRV.
 -0- 9/22/92
 /CONTACT: Jim Proctor of SCI, 713-525-9060; or Steve Frankel of Burson-Marsteller, 212-614-5062, for SCI/
 (SRV AMFS) CO: Service Corporation International; American Funeral Services
 Corporation ST: Texas IN: SU: TNM


GK-LR -- NY073 -- 2272 09/22/92 14:46 EDT
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Publication:PR Newswire
Date:Sep 22, 1992
Words:263
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