As filed with the Securities and Exchange Commission on
November 5, 1997.
Registration No. 333-646
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 (504) 837-5880 Identification
incorporation (Address, including zip code, Number)
or organization) 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)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Not Applicable
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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. __
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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
Stewart Enterprises, Inc. ("Stewart"), a Louisiana corporation,
filed Registration Statement No. 333-646 on Form S-3 on January 26,
1996, Amendment No. 1 thereto on March 7, 1996 and Amendment No. 2
thereto on March 21, 1996 (collectively, the "Registration Statement")
to register the resale of 197,228 shares of Class A Common Stock, no
par value per share (the "Class A Common Shares"), of Stewart that
were issued to the selling shareholders listed on Page 4 of the
Prospectus (the "Selling Shareholders") on October 26, 1995.
Since the effective date of the Registration Statement, Stewart
has effected a three-for-two stock split in the form of a 50% stock
dividend on June 21, 1996. Therefore, the number of Class A Common
Shares to which the Registration Statement relates was increased from
197,228 to 295,842 shares.
Due to the recent amendments to Rule 144, the Registration
Statement is no longer necessary to enable the Selling Shareholders to
sell their shares. 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 Shareholders have donated 4,275 of the Class A Common Shares
to Northwest Baptist Church of Fresno, California. Therefore, Stewart
hereby deregisters 291,567 of its Class A Common Shares owned by the
Selling Shareholders, which remain unsold at the termination of the
offering.
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
November 5, 1997.
Stewart Enterprises, Inc.
By: /s/ JOSEPH P. HENICAN, III
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Joseph P. Henican, III
Chief Executive Officer and
Vice Chairman of the Board
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
* Chairman of the Board November 5, 1997
- ---------------------
Frank B. Stewart, Jr.
/s/ JOSEPH P. HENICAN, III Chief Executive Officer November 5, 1997
- -------------------------- and
Joseph P. Henican, III Vice Chairman of the Board
(Principal Executive Officer)
* President, Chief Operating November 5, 1997
- --------------- Officer and a Director
William E. Rowe
* Chief Financial Officer, November 5, 1997
- ---------------- President-Corporate Division,
Ronald H. Patron Executive Vice President
and a Director
(Principal Financial Officer)
* Senior Vice President-Finance, November 5, 1997
- ---------------- Secretary and Treasurer
Kenneth C. Budde (Principal Accounting Officer)
* Director November 5, 1997
- ----------------
Darwin C. Fenner
* Director November 5, 1997
- ---------------
Michael O. Read
* Director November 5, 1997
- ------------------
James W. McFarland
* Director November 5, 1997
- ---------------
John P. Laborde
Director November__, 1997
- ----------------
Dwight A. Holder
*By: /s/ JOSEPH P. HENICAN, III
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Joseph P. Henican, III
Agent and Attorney-in-Fact
