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SERVICE CORPORATION INTERNATIONAL AND AMERICAN FUNERAL SERVICES CORPORATION ANNOUNCE AN AGREEMENT IN PRINCIPLE

 SERVICE CORPORATION INTERNATIONAL AND AMERICAN FUNERAL SERVICES
 CORPORATION ANNOUNCE AN AGREEMENT IN PRINCIPLE
 HOUSTON, Texas, Sept. 11 /PRNewswire/ -- Service Corporation International (NYSE: SRV) (SCI) and American Funeral Services Corporation (AFS) announced today that they have reached an agreement in principle for SCI to acquire by merger, all outstanding shares of American Funeral Services Corporation (NASDAQ: AMFS). SCI amended its Aug. 28, 1992, offer of $14 per share to $15 per share. This transaction is now subject to the negotiation and execution of a definitive agreement and approval by holders of two-thirds of AFS's common stock, exclusive of shares held by SCI, as well as other customary conditions.
 AFS President and Chief Executive Officer Hugh Morrison said, "This transaction will be good for the shareholders of both companies. AFS stockholders have the opportunity to receive a premium over current trading prices for their stock and SCI is gaining some valuable funeral service properties."
 SCI Chairman R. L. Waltrip said, "We have always recognized the value of AFS. Through this transaction we will add 10 quality funeral homes and 10 heritage cemeteries to our operations, contributing approximately $34 million in additional revenue for our company.
 "American Funeral Services firms are located in Austin, Texas, a new market for SCI and in Nashville, Tenn., Birmingham, Ala. and Miami, key areas where SCI currently has established service center operations," Waltrip added.
 Service Corporation International, with market capitalization of $1.3 billion and assets of more than $2 billion, is the largest owner and operator of funeral homes and cemeteries in the world. SCI's operations include 667 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- 9/11/92
 /CONTACT: Bill Barrett of Service Corporation International, 713-525-5497, or Steve Frankel of Burson-Marsteller, 212-614-5062, for Service Corporation International/
 (SRV AMFS) CO: Service Corporation International; American Funeral Services Corp. ST: Texas IN: SU: TNM


SM-OS -- NY034 -- 8495 09/11/92 13:08 EDT
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Publication:PR Newswire
Date:Sep 11, 1992
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