As filed with the Securities and Exchange Commission on October 11, 1996.
Registration No. 33-63264
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
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:
Not Applicable
___________________________________
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. [ ]
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. [ ]
The registrant hereby requests that this Post-Effective Amendment
No. 1 become effective as soon as practicable pursuant to Section
8(c) of the Securities Act of 1933.
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STEWART ENTERPRISES, INC.
Explanation of Deregistration
On May 25, 1993, Stewart Enterprises, Inc. ("Stewart"), a
Louisiana corporation, pursuant to the Registration Agreement
discussed below, filed Registration Statement No. 33-63264 on
Form S-3 (the "Registration Statement") to register 149,153
shares of Class A Common Stock, no par value per share (the
"Class A Common Shares"), of Stewart. The Class A Common Shares
were owned by the selling shareholder listed on Page 4 of the
Prospectus (the "Selling Shareholder").
Since the effective date of the Registration Statement,
Stewart has effected two three-for-two stock splits in the form
of 50% stock dividends, on December 1, 1993 and June 21, 1996.
Therefore, the number of Class A Common Shares to which the
Registration Statement relates was increased from 149,153 to
335,593 shares.
On May 6, 1993, Stewart and the Selling Shareholder entered
into an agreement (the "Registration Agreement") whereby Stewart
agreed to maintain the effectiveness of the Registration
Statement until May 6, 1996. In addition, in its Registration
Statement, Stewart undertook to remove from registration by means
of a post-effective amendment any of the Class A Common Shares
which remained unsold at the termination of the offering.
Since the effective date of the Registration Statement, the
Selling Shareholder has sold some but not all of the Class A
Common Shares. Therefore, in accordance with the Registration
Agreement and the undertaking in the Registration Statement,
Stewart hereby deregisters 193,500 of its Class A Common Shares
owned by the Selling Shareholder, which remain unsold at the
termination of the offering.
<PAGE>
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 Post-Effective Amendment No. 1 to
the 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 Post-Effective Amendment No. 1 to the
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 October 8, 1996
Joseph P. Henican, III and 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
