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As filed with the Securities and Exchange Commission on June 20, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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<S> <C> <C>
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)
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Joseph P. Henican, III
Chief Executive Officer and
Vice Chairman of the Board
Stewart Enterprises, Inc.
P. O. Box 19925
New Orleans, Louisiana 70179
(504) 837-5880
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
L. R. McMillan, II Ronald J. Frappier
Jones, Walker, Waechter, Jenkens & Gilchrist
Poitevent, Carrere & Denegre, L.L.P. A Professional Corporation
201 St. Charles Avenue 1445 Ross Avenue, Suite 3200
New Orleans, Louisiana 70170-5100 Dallas, Texas 75202-2711
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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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, please 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 number of the earlier effective registration
statement for the same offering. [x] Registration No. 333-27771
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
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AMOUNT
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Class A Common Stock 1,092,500 shares $36.375 $39,739,688 $12,043
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(1) Includes 142,500 shares subject to the Underwriters' over-allotment option
granted by the Company. See "Underwriting."
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The contents of the Registration Statement on Form S-3 (Registration No.
333-27771), registering 5,462,500 shares of Class A common stock, no par value
per share, of Stewart Enterprises, Inc., are hereby incorporated by reference
herein. Filed as exhibits hereto are the following opinions and consents.
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 Jones, Walker, Waechter, Poitevent, Carrere & Denegre
L.L.P. (included in Exhibit 5).
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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 June 19, 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 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board
- ----------------------------------
Frank B. Stewart, Jr.
/s/ Joseph P. Henican, III Chief Executive Officer and June 19, 1997
- ---------------------------------- Vice Chairman of the Board
Joseph P. Henican, III (Principal Executive Officer)
* President, Chief Operating
- ---------------------------------- Officer and Director
William E. Rowe
* Chief Financial Officer,
- ---------------------------------- President-Corporate Division,
Ronald H. Patron Executive Vice President and
Director (Principal Financial Officer)
* Senior Vice President-Finance,
- ---------------------------------- Secretary and Treasurer
Kenneth C. Budde (Principal Accounting Officer)
* Director
- ----------------------------------
Darwin C. Fenner
Director
- ----------------------------------
John P. Laborde
Director
- ----------------------------------
James W. McFarland
* Director
- ----------------------------------
Michael O. Read
*By: /s/ Joseph P. Henican, III June 19, 1997
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Joseph P. Henican, III
Attorney-in-fact
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EXHIBIT 5
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
PLACE ST. CHARLES
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
June 19, 1997
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, LA 70005
RE: Stewart Enterprises, Inc.
Class A Common Stock Offering
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") to be filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by you on
June 20, 1997 with the Securities and Exchange Commission (the "Commission")
with respect to an offering by you of up to 1,092,500 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 of 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 that the Shares, when issued and sold upon the terms
described in the Registration Statement, will be validly issued, 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 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.
Very truly yours,
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
/s/ L.R. McMillan, II
By: --------------------------------
L.R. McMillan, II
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Stewart Enterprises, Inc. on Form S-3 of our reports dated December 13, 1996 on
our audits of the consolidated financial statements and financial statement
schedule of Stewart Enterprises, Inc. and Subsidiaries, as of October 31, 1996
and 1995 and for each of the three years in the period ended October 31, 1996.
We also consent to the reference to our firm under the caption "Independent
Accountants."
/s/ COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
June 19, 1997
