As filed with the Securities and Exchange Commission on April 16, 1997.
Registration No. 33-73626
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 (504) 837-5880 Identification Number)
incorporation or (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.
STEWART ENTERPRISES, INC.
Explanation of Deregistration
On December 30, 1993, Stewart Enterprises, Inc. ("Stewart"), a Louisiana
corporation, pursuant to the Registration Agreement discussed below, filed
Registration Statement No. 33-73626 on Form S-3 (the "Registration
Statement"), to register 127,770 shares of its Class A Common Stock, no par
value per share (the "Class A Common Shares"). The Class A Common Shares were
owned by the selling shareholders listed on Page 4 of the prospectus included
in the Registration Statement (the "Selling Shareholders"). A supplement to
the prospectus, dated May 17, 1995, was filed with the Securities Exchange
Commission pursuant to Rule 424(b)(3) on May 19, 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 127,770 to 191,655 shares.
On October 21, 1993, Stewart and the Selling Shareholders entered into
two agreements (collectively, the "Registration Agreement") whereby Stewart
agreed to maintain the effectiveness of the Registration Statement until
October 21, 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
Shareholders have 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 67,888 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 April 14, 1997.
Stewart Enterprises, Inc.
By: /s/ FRANK B. STEWART, JR.
----------------------------
Frank B. Stewart, Jr.
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
/s/ FRANK B. STEWART, JR. Chairman of the Board April 14, 1997
- -------------------------
Frank B. Stewart, Jr.
* Chief Executive Officer and April 14, 1997
- ------------------------ Vice Chairman of the Board
Joseph P. Henican, III (Principal Executive Officer)
- ------------------------ President, Chief Operating April , 1997
William E. Rowe Officer and a Director
* Chief Financial Officer, April 14, 1997
- ------------------------- President-Corporate Division,
Ronald H. Patron Executive Vice President and
a Director (Principal Financial
Officer)
* Senior Vice President-Finance, April 14, 1997
- ------------------------ Secreaytry Tresurer (Principal
Kenneth C. Budde Accounting Officer)
* Director April 14, 1997
- ------------------------
Darwin C. Fenner
* Director April 14, 1997
- ------------------------
Michael O. Read
Director April , 1997
- ------------------------
James W. McFarland
Director April , 1997
- ------------------------
John P. Laborde
*By: /s/ FRANK B. STEWART, JR.
------------------------------
Frank B. Stewart, Jr.
Agent and Attorney-in-Fact
