As filed with the Securities and Exchange Commission on April 29,1998
Registration No. 333-13963
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UNITED STATES 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
incorporation or (Address, including zip code, and Number)
organization) telephone number, including area
code, of registrant's principal
executive offices)
____________________________
JOSEPH P. HENICAN, III COPY TO:
VICE CHAIRMAN OF THE BOARD DIONNE M. ROUSSEAU
AND CHIEF EXECUTIVE OFFICER 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. 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. ___
____________________________
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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<PAGE>
STEWART ENTERPRISES, INC.
EXPLANATION OF DEREGISTRATION
Stewart Enterprises, Inc. ("Stewart"), a Louisiana corporation, filed
Registration Statement No. 333-13963 on Form S-3 on October 11, 1996 (the
"Registration Statement") to register the resale of 28,152 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 April 11, 1996.
Since the effective date of the Registration Statement, Stewart has
effected a two-for-one stock split in the form of a 100% stock dividend on
April 24, 1998. Therefore, the number of Class A Common Shares to which the
Registration Statement relates was increased from 28,152 to 56,304 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 sold 38,120 of the Class A Common Shares (adjusted for the
two-for-one stock split effected April 24, 1998). Therefore, Stewart hereby
deregisters 18,184 of its Class A Common Shares owned by the Selling
Shareholders, 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 April 29, 1998.
Stewart Enterprises, Inc.
By: /S/ JOSEPH P. HENICAN, III
---------------------------------
Joseph P. Henican, III
Vice Chairman of the Board and
Chief Executive Officer
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 April 29, 1998
- ---------------------------
Frank B. Stewart, Jr.
/S/ JOSEPH P. HENICAN, III Vice Chairman of the Board and April 29, 1998
- --------------------------- Chief Executive Officer
Joseph P. Henican, III (Principal Executive Officer)
* President, Chief Operating April 29, 1998
- --------------------------- Officer and a Director
William E. Rowe
* Chief Financial Officer, April 29, 1998
- --------------------------- President-Corporate Division
Ronald H. Patron and a Director
(Principal Financial Officer)
* Senior Vice President-Corporate April 29, 1998
- --------------------------- Division, Treasurer and Secretary
Kenneth C. Budde (Principal Accounting Officer)
* Director April 29, 1998
- ---------------------------
Darwin C. Fenner
* Director April 29, 1998
- ---------------------------
Michael O. Read
* Director April 29, 1998
- ---------------------------
James W. McFarland
* Director April 29, 1998
- ---------------------------
John P. Laborde
Director April __, 1998
- ---------------------------
Dwight A. Holder
*By: /S/ JOSEPH P. HENICAN, III April 29, 1998
---------------------------
Joseph P. Henican, III
Agent and Attorney-in-Fact
