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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
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 392,498 shares $34.625 $13,590,243 $4,686
===========================================================================================
<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>
STEWART ENTERPRISES, INC.
Prospectus
Class A Common Stock
(No Par Value)
This Prospectus relates to 392,498 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
SELLING SHAREHOLDERS
The 392,498 Shares being offered pursuant to this Prospectus were issued
to Pasadena Funeral Home, Inc., d/b/a Pasadena Funeral Homes, San Jacinto
Funeral Home and San Jacinto Memorial Park Cemetery ("Pasadena"), a Texas
corporation wholly-owned by John Phelps and Wendell F. Wallace (collectively,
the "Selling Shareholders"), in connection with the acquisition by a subsidiary
of the Company of certain assets and liabilities of Pasadena. Pasadena
was subsequently liquidated and, in connection therewith, 196,249 of the
Shares were transferred to each of the Selling Shareholders. Since the
acquisition, Mr. Wallace has served as General Manager of the subsidiary
of the Company that purchased the assets of Pasadena. 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.
<PAGE>
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 $ 4,686
Nasdaq listing fee 5,100*
Legal fees and expenses 5,000
Accounting fees and expenses 5,000
______________
Total $ 19,786
==============
* 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 fairly 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.
<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
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
<PAGE>
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
392,498 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 392,498 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. Richards McMillan, II
L. Richards 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
