As filed with the Securities and Exchange Commission on October 11, 1996.
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Stewart Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 110 Veterans Memorial Boulevard 72-0693290
(State or other Metairie, Louisiana 70005 (I.R.S. Employer
jurisdiction of incorporation (504) 837-5880 Identification Number)
or organization) (Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
Joseph P. Henican, III Copy to:
Chief Executive Officer and Dionne M. Rousseau
Vice Chairman of the Board Jones, Walker, Waechter, Poitevent,
Stewart Enterprises, Inc. Carrere & Denegre, L.L.P.
P. O. Box 19925 51st Floor
New Orleans, Louisiana 70179 201 St. Charles Avenue
(504) 837-5880 New Orleans, Louisiana 70170-5100
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
____________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
____________________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. []
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. []
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. []
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. []
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate
class of securities to be price per offering Amount of
to be registered registered<F1> share<F2> price<F2> registration fee
__________________________________________________________________________________________
<S> <C> <C> <C> <C>
Class A Common Stock 28,152 shares $34.625 $974,763 $336
==========================================================================================
<FN>
<F1> Also registered hereby are such additional and indeterminable number of
shares as may become issuable due to adjustments for changes resulting from
stock dividends, stock splits and similar changes.
<F2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices per share of the Class A Common Stock as
reported on the Nasdaq National Market on October 9, 1996.
</FN>
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
==============================================================================
<PAGE>
<PAGE>
STEWART ENTERPRISES, INC.
Prospectus
Class A Common Stock
(No Par Value)
This Prospectus relates to 28,152 shares (the "Shares") of Class A
Common Stock, no par value per share (the "Class A Common Stock"), of
Stewart Enterprises, Inc. (the "Company") that may be offered from time to
time by the selling shareholders described herein (the "Selling
Shareholders").
The Class A Common Stock is traded on the Nasdaq National Market
under the symbol "STEI." Shares may be sold from time to time in ordinary
brokerage transactions on the Nasdaq National Market or such principal
securities exchange on which the Class A Common Stock is then trading at
prices prevailing at the time of such sales. From time to time the Selling
Shareholders may engage in short sales, or short sales against the box, of
the Shares. Brokers executing orders are expected to charge normal
commissions, and the proceeds to the Selling Shareholders will be net of
brokerage commissions. The Company will not receive any proceeds from the
sale of the Shares. Information regarding the Selling Shareholders is set
forth herein under the heading "Selling Shareholders." All expenses of
registration incurred in connection with this offering are being borne by
the Company. All selling and other expenses incurred by the Selling
Shareholders will be borne by the Selling Shareholders.
The Company has two classes of common stock outstanding, Class A and
Class B. The rights of the holders of Class A Common Stock and Class B
Common Stock are essentially identical, except that holders of Class A
Common Stock are entitled to one vote per share and holders of Class B
Common Stock are entitled to ten votes per share. The Class B Common Stock
may be transferred only to certain transferees but is freely convertible
into an equal number of shares of Class A Common Stock. The Class A Common
Stock is freely transferable and non-convertible. As of October 9, 1996,
Frank B. Stewart, Jr., Chairman of the Company's Board of Directors, was
the Company's largest shareholder and beneficially owned shares of Class A
and Class B Common Stock having approximately 38.4% of the Company's total
voting power.
On October 9, 1996, the last reported sale price of the Class A
Common Stock on the Nasdaq National Market was $34.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 11, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such reports, proxy statements and other
information concerning the Company may also be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to
the shares of Class A Common Stock offered by this Prospectus. This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information
with respect to the Company and the Class A Common Stock offered hereunder,
reference is made to the Registration Statement. Statements contained in
this Prospectus as to the contents of any contract or other document are
not necessarily complete and, where such contract or other document is an
exhibit to the Registration Statement, each such statement is qualified in
all respects by the provisions of such exhibit, to which reference is
hereby made for a full statement of the provisions thereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference into this Prospectus (the Company's
Exchange Act file number is 0-19508): (i) the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995, filed January 5,
1996; (ii) the Company's Quarterly Reports on Form 10-Q, for the quarter
ended January 31, 1996, filed March 18, 1996, and the Company's amendment
on Form 10-Q/A to such Quarterly Report, filed April 11, 1996; for the
quarter ended April 30, 1996, filed June 14, 1996; and for the quarter
ended July 31, 1996, filed September 13, 1996; (iii) the description of
the Company's Class A Common Stock set forth in its registration statement
on Form 8-A under the Exchange Act dated September 5, 1991, filed
September 10, 1991; and (iv) the Company's Current Reports on Form 8-K,
dated January 16, 1996, filed January 17, 1996; dated March 7, 1996, filed
March 7, 1996; dated March 20, 1996, filed March 21, 1996; dated June 11,
1996, filed June 11, 1996; dated June 27, 1996, filed July 25, 1996; dated
September 9, 1996, filed September 10, 1996; and dated September 30, 1996,
filed October 9, 1996.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
document subsequently filed which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered, upon written or oral request, a copy of any or all of
the documents incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to Stewart Enterprises,
Inc., Attention: Kenneth C. Budde, 110 Veterans Memorial Boulevard,
Metairie, Louisiana 70005, telephone (504) 837-5880.
THE COMPANY
Stewart Enterprises, Inc. (the "Company") is the third largest
provider of products and services in the death care industry in North
America, although the two largest providers are substantially larger than
the Company. The Company is a leader in the industry's movement toward
consolidation, the integration of funeral home and cemetery operations, the
establishment of combined facilities, and complete death care planning and
delivery.
The Company's strategy is to build market share in its existing
markets through extensive marketing, the sale of prearranged products and
services and the development of new funeral homes, and to expand in
existing and new markets through selective acquisitions. In each market in
which it wishes to expand, the Company's strategy is to acquire one or more
premier facilities to serve as a centerpiece for a group or cluster of
other properties that may be acquired subsequently in the same metropolitan
area. The Company considers a funeral home or cemetery to be a "premier"
facility if, when measured by such factors as tradition, heritage,
reputation, physical size, volume of business, available inventory, name
recognition, aesthetics and potential for development or expansion, it is
one of the most highly regarded facilities in its market area. Where
feasible, the Company enters markets with, or subsequently develops,
combined operations in which a funeral home is located at and is operated
in conjunction with a Company-owned cemetery. The continued acquisition
and development of combined operations is a key component of the Company's
expansion plan.
The Company is a leader in the industry trend toward prearranged
funeral planning. The Company believes that extensive marketing of death
care prearrangements assures a backlog of future business and builds
current and future market share. The Company markets funeral services as
well as cemetery property and merchandise on a prearranged basis through a
staff of commission sales counselors.
The Company believes that it is distinguishable from its competitors
by the quality of its funeral homes and cemeteries, the depth and
experience of its management team, its decentralized management structure,
the quality and value of its products and services, its expertise in the
marketing and sale of death care prearrangements, and the volume of
services performed at its funeral homes and cemeteries. The Company
retains key managers of acquired companies and gives them significant
operational authority in order to assure the continuation of high quality
services and the maintenance of the acquired firm's reputation and
goodwill.
The Company is a Louisiana corporation, and the mailing address of
its executive offices is P. O. Box 19925, New Orleans, Louisiana 70179.
Its telephone number is (504) 837-5880.
SELLING SHAREHOLDERS
Of the 28,152 Shares being offered pursuant to this Prospectus,
14,076 shares were issued to Lamon L. Colvin and Jeanne E. Colvin as
Trustees of the Lamon L. Colvin and Jeanne E. Colvin 1992 Trust and 14,076
shares were issued to Richard M. Hart and Jerilyn S. Hart (collectively,
the "Selling Shareholders") in connection with the acquisition by a
subsidiary of the Company of all of the outstanding stock of Victor V.
Desrosier, Inc. d/b/a Chapel of the Roses ("Chapel of the Roses"), a
California corporation wholly-owned by the Selling Shareholders. Since the
acquisition, Richard M. Hart has served the Company as General Manager of
Chapel of the Roses. Lamon L. Colvin currently renders services to the
Company on an as-needed basis. As of October 9, 1996, the Selling
Shareholders did not own any shares of Class A Common Stock other than the
Shares. After completion of this offering they will not own any shares of
Class A Common Stock.
The Selling Shareholders may offer and sell the Shares from time to
time in ordinary brokerage transactions on the Nasdaq National Market or
any other principal securities exchange on which the Class A Common Stock
is then trading at prices prevailing at the time of such sales, and from
time to time, the Selling Shareholders may engage in short sales, or short
sales against the box, of the Shares. The Selling Shareholders will not be
authorized to use this Prospectus for any offer or sale of the Shares
without first providing prior notice to and obtaining the consent of the
Company. Brokers executing orders are expected to charge normal
commissions, and the proceeds to the Selling Shareholders will be net of
brokerage commissions. The Company will pay all expenses of preparing and
reproducing this Prospectus, but will not receive any part of the proceeds
of the sale of any Shares. The Selling Shareholders will pay all brokerage
commissions. In connection with the sales, the Selling Shareholders and
any brokers participating in such sales may be deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended.
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon
for the Company by Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated balance sheets of the Company as of October 31, 1994
and 1995 and the related consolidated statements of earnings, shareholders'
equity and cash flows for each of the three years in the period ended
October 31, 1995, and the financial statement schedule incorporated by
reference in this Registration Statement, have been audited by Coopers &
Lybrand L.L.P., independent accountants, as stated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon
the authority of such firm as experts in accounting and auditing.
The consolidated balance sheet of "Societe Financiere Bourgie (1991)
Ltee" as of December 31, 1995 and the related consolidated statements of
income, retained earnings and changes in financial position for the year
then ended incorporated by reference in this Registration Statement, have
been audited by Grou, La Salle + Associes, independent accountants, as
stated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of such firm as experts in
accounting and auditing.
No dealer, salesman or
any other person has been
authorized to give any STEWART
information or to make any ENTERPRISES,
representations other than INC.
those contained in this
Prospectus, and, if given or
made, such information or
representations must not be
relied upon as having been PROSPECTUS
authorized by the Company or
the Selling Shareholders.
This Prospectus does not
constitute an offer to sell
or a solicitation of an offer
to buy the shares by anyone
in any jurisdiction in which
such offer or solicitation is Class A Common Stock
not authorized, or in which (No par value)
the person making the offer
or solicitation is not
qualified to do so, or to any
person to whom it is unlawful
to make such offer or
solicitation. Under no
circumstances shall the
delivery of this Prospectus
or any sale made pursuant to
this Prospectus create any October 11, 1996
implication that information
contained in this Prospectus
is correct as of any time
subsequent to the date of
this Prospectus.
_______________
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION......2
DOCUMENTS INCORPORATED BY
REFERENCE...............2
THE COMPANY................3
SELLING SHAREHOLDERS.......4
LEGAL MATTERS..............4
EXPERTS....................4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses payable by the Company in connection
with the issuance and distribution of the Class A Common Stock registered
hereunder are as follows:
Securities and Exchange Commission
registration fee $ 336
Nasdaq listing fee 2,000*
Legal fees and expenses 5,000
Accounting fees and expenses 5,000
________________
Total $ 12,336
================
* Paid at least 15 calendar days prior to the issuance of the Shares.
Item 15. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law gives Louisiana
corporations broad powers to indemnify their present and former directors
and officers and those of affiliated corporations against expenses incurred
in the defense of any lawsuit to which they are made parties by reason of
being or having been such directors or officers; subject to specific
conditions and exclusions gives a director or officer who successfully
defends an action the right to be so indemnified; and authorizes Louisiana
corporations to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, authorization of
shareholders or otherwise.
The Company's By-laws make mandatory the indemnification of directors
and officers permitted by the Louisiana Business Corporation Law. The
standard to be applied in evaluating any claim for indemnification (excluding
claims for expenses incurred in connection with the successful defense of
any proceeding or matter therein for which indemnification is mandatory
without reference to any such standard) is whether the claimant acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. With respect to any criminal action
or proceeding, the standard is that the claimant had no reasonable cause
to believe the conduct was unlawful. No indemnification is permitted in
respect of any claim, issue or matter as to which a director or officer shall
have been adjudged by a court of competent jurisdiction to be liable for
willful or intentional misconduct or to have obtained an improper personal
benefit, unless, and only to the extent that the court shall determine upon
application that, in view of all the circumstances of the case, he is
airly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
The Company has in effect a directors' and officers' liability insurance
policy that provides for indemnification of its officers and directors against
losses arising from claims asserted against them in their capacities as
officers and directors, subject to limitations and conditions set forth in
such policy.
The Company has entered into indemnity agreements with all of its
directors and executive officers, pursuant to which the Company has agreed
under certain circumstances to purchase and maintain directors' and
officers' liability insurance, unless such insurance is not reasonably
available or, in the reasonable judgment of the Board of Directors, there is
insufficient benefit to the Company from such insurance. The agreements
also provide that the Company will indemnify the director and executive officer
against any costs and expenses, judgments, settlements and fines incurred
in connection with any claim involving him by reason of his position as a
director or officer that are in excess of the coverage provided by any such
insurance, provided that he meets certain standards of conduct.
Item 16. Exhibits.
4.1 - Amended and Restated Articles of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1996
(File No. 0-19508), and incorporated herein by reference).
4.2 - By-laws of the Company, as amended (filed as Exhibit 3.2
to the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995 (File No. 0-19508) and
incorporated herein by reference).
4.3 - Specimen of Class A Common Stock certificate (filed as Exhibit
4.2 to the Company's Registration Statement on Form S-1
(Registration No. 33-42336) filed with the Commission on August
21, 1991 and incorporated herein by reference).
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Grou, La Salle + Associes.
23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 - Power of Attorney (included in the signature pages to
this Registration Statement).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
(2) Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on October 8,
1996.
Stewart Enterprises, Inc.
By: /s/ JOSEPH P. HENICAN, III
Joseph P. Henican, III
Chief Executive Officer and
Vice Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Frank B. Stewart, Jr., Joseph P.
Henican, III, William E. Rowe and Ronald H. Patron, or any one of them, his
true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ FRANK B. STEWART, JR. Chairman of the Board October 8, 1996
Frank B. Stewart, Jr.
/s/ JOSEPH P. HENICAN, III Chief Executive Officer and October 8, 1996
Joseph P. Henican, III Vice Chairman of the Board
(Principal Executive Officer)
/s/ WILLIAM E. ROWE President, Chief Operating October 8, 1996
William E. Rowe Officer and a Director
/s/ RONALD H. PATRON Chief Financial Officer, October 8, 1996
Ronald H. Patron President-Corporate Division,
Executive Vice President and a Director
(Principal Financial Officer)
/s/ KENNETH C. BUDDE Senior Vice President-Finance, October 8, 1996
Kenneth C. Budde Secretary and Treasurer
(Principal Accounting Officer)
/s/ DARWIN C. FENNER Director October 8, 1996
Darwin C. Fenner
/s/ MICHAEL O. READ Director October 8, 1996
Michael O. Read
/s/ JAMES W. McFARLAND Director October 8, 1996
James W. McFarland
/s/ JOHN P. LABORDE Director October 8, 1996
John P. Laborde
EXHIBIT INDEX
Exhibit
Number Description
4.1 - Amended and Restated Articles of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
January 31, 1996 (File No. 0-19508), and incorporated
herein by reference).
4.2 - By-laws of the Company, as amended (filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1995 (File No. 0-
19508) and incorporated herein by reference).
4.3 - Specimen of Class A Common Stock certificate (filed as
Exhibit 4.2 to the Company's Registration Statement on
Form S-1 (Registration No. 33-42336) filed with the
Commission on August 21, 1991 and incorporated herein
by reference).
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P.
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Grou, La Salle + Associes.
23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P. (included in Exhibit 5).
24 - Power of Attorney (included in the signature pages to
this Registration Statement).
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
October 8, 1996
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
RE: Stewart Enterprises, Inc.
Registration Statement on Form S-3
28,152 shares of Class A Common Stock
Gentlemen:
We have acted as your counsel in connection with
the preparation of a registration statement on Form S-3
(the "Registration Statement") filed by you with the
Securities and Exchange Commission (the "Commission") on
or about the date hereof with respect to the offer by
the Selling Shareholders, as described therein, of
28,152 shares of Class A Common Stock, no par value per
share (the "Shares").
In so acting, we have examined originals, or
photostatic or certified copies, of such records of the
Company, certificates of officers of the Company and of
public officials, and such other documents as we have
deemed relevant. In such examination, we have assumed
the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the
conformity to original documents of all documents
submitted to us as certified or photostatic copies and
the authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion
that the Shares have been duly authorized and validly
issued and are fully paid and non-assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the
reference to us in the prospectus included therein under
the caption "Legal Matters." In giving this consent, we
do not admit that we are within the category of persons
whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the general rules
and regulations of the Commission promulgated
thereunder.
Very truly yours,
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
By: /s/ L.R. McMillan, II
________________________________
L. R. McMillan, II
Exhibit No. 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our reports dated December 13, 1995, except for the last
paragraph of Note 15 to the financial statements as to which the date is
December 29, 1995, on our audits of the consolidated financial statements
and financial statement schedule of Stewart Enterprises, Inc. and
Subsidiaries which reports are included in the Company's 1995 Annual Report
on Form 10-K. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
October 8, 1996
Exhibit No. 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Stewart Enterprises, Inc. on Forms S-3 of our report dated March 21,
1996 on our audits of the consolidated financial statements of "Societe
Financiere Bourgie (1991) Ltee" as of December 31, 1995 and for the year
then ended which report is incorporated therein by reference from the
Stewart Enterprises, Inc. filing on Form 8-K. We also consent to the
reference to our firm under the caption "Experts".
/s/ Grou La Salle + Associe
S.E.N.C.
Chartered Accountants
St. Laurent, Quebec
October 8, 1996
