Service Corporation International Announces Early Participation Results and Pricing of Cash Tender Offers

HOUSTON, June 10 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), which owns and operates funeral service locations and cemeteries, announced today that the early participation period for its cash tender offers to purchase any and all of its 7.2% Notes due 2006 and 6.875% Notes due 2007 ended yesterday at 5:00 p.m., New York City time. At the end of the early participation period, SCI had received tenders from holders of approximately $138.3 million aggregate principal amount of its 7.2% Notes (of a total outstanding principal amount of $149.0 million) and approximately $129.9 million aggregate principal amount of its 6.875% Notes (of a total outstanding principal amount of $143.5 million).

The total consideration for each $1,000 principal amount of 7.2% Notes validly tendered prior to the early participation deadline is $1,029.33, which includes a $30.00 early participation payment. The total consideration for each $1,000 principal amount of 6.875% Notes validly tendered prior to the early participation deadline is $1,055.00, which includes a $30.00 early participation payment. Holders that have validly tendered prior to the early participation deadline will receive payment on the early payment date, which is expected to be June 16, 2005.

The total consideration for the 7.2% Notes was determined by reference to a fixed spread of 50 basis points over the bid-side yield of the 2.5% U.S. Treasury Note due May 31, 2006, which was calculated at 2 p.m. New York City time, on June 10, 2005. The reference yield and the tender offer yield for the 7.2% Notes are 3.546% and 4.046%, respectively. The total consideration for the 6.875% Notes was determined by reference to a fixed spread of 62.5 basis points over the bid-side yield of the 2.75% U.S. Treasury Note due August 15, 2007, which was calculated at 2 p.m. New York City time, on June 10, 2005. The reference yield and the tender offer yield for the 6.875% Notes are 3.699% and 4.324%, respectively.

Holders who tender 7.2% Notes after the early participation deadline will receive the tender offer consideration of $999.33 per $1,000 principal amount of 7.2% Notes tendered and will not receive the early participation payment. Holders who tender 6.875% Notes after the early participation deadline will receive the tender offer consideration of $1,025.00 per $1,000 principal amount of 6.875% Notes tendered and will not receive the early participation payment. Holders of notes that have been validly tendered following the early participation deadline, but prior to the expiration time, will receive payment on the final payment date, which is expected to be promptly after the expiration time.

The Company will pay applicable accrued and unpaid interest on the notes from the most recent payment of semi-annual interest preceding the payment date for the notes up to, but not including, such payment date.

The tender offers will expire at 5:00 p.m., New York City time, on Friday, June 24, 2005, unless terminated or extended. The tender offer for the 6.875% Notes due 2007 is subject to a financing condition, and both tender offers are subject to certain general conditions, each as described in more detail in the Offer to Purchase. Neither tender offer is conditioned upon the other. Either tender offer may be closed without the closing of the other.

Questions concerning the terms of the tender offers may be directed to the co-dealer managers, Merrill Lynch & Co. toll-free at (888) 654-8637 or by collect call at (212) 449-4914 and JP Morgan toll-free at (866) 834-4666. Copies of the Offer to Purchase may be obtained by calling the information agent, Global Bondholder Services Corporation, toll-free at (866) 387-1500 or at (212) 430-3774 (banks and brokerage firms).

Cautionary Statement on Forward-Looking Statements

The statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements have been made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995. These statements may be accompanied by words such as "believe," "estimate," "project," "expect," "anticipate," or "predict," that convey the uncertainty of future events or outcomes. These statements are based on assumptions that we believe are reasonable; however, many important factors could cause our actual results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of us. Important factors which could cause actual results to differ materially from those in forward-looking statements include, among others, unfavorable market conditions, and our ability to successfully complete the tender offers.

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2004 Annual Report on Form 10-K, as amended. Copies of this document as well as other SEC filings can be obtained from our website at http://www.sci-corp.com . We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.

Service Corporation International, headquartered in Houston, Texas, owns and operates funeral service locations and cemeteries. We have an extensive network of businesses including 1,169 funeral service locations and 390 cemeteries in North America as of March 31, 2005. For more information about Service Corporation International, please visit our website at http://www.sci-corp.com .


     For additional information contact:

     Investors:  Debbie Young - Director / Investor Relations
                   (713) 525-9088

     Media:      Terry Hemeyer - Managing Director / Corporate Communications
                 (713) 525-5497


SOURCE  Service Corporation International
    -0-                             06/10/2005
    /CONTACT:  investors, Debbie Young, Director-Investor Relations,
+1-713-525-9088, or media, Terry Hemeyer, Managing Director-Corporate
Communications, +1-713-525-5497, both of Service Corporation International/
    /Web site:  http://www.sci-corp.com /
    (SCI)

CO:  Service Corporation International; Merrill Lynch & Co.; Global Bondholder
     Services Corporation
ST:  Texas, New York
IN:
SU:  TNM

AW-CJ
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1910 06/10/2005 16:30 EDT http://www.prnewswire.com