[Letterhead of Frank B. Stewart, Jr.]
February 20, 1998
To Our Shareholders:
You are cordially invited to the annual meeting of
shareholders of Stewart Enterprises, Inc. to be held at 11:00
a.m. on March 27, 1998 in the LaSalle B and C Rooms of the
Hotel Inter-Continental, 444 St. Charles Avenue, New Orleans,
Louisiana.
The attached notice of meeting and proxy statement describe
in detail the matters proposed by your Board of Directors to be
considered and voted upon at the meeting.
It is important that your shares be represented at the
meeting. Accordingly, we ask that you read the attached notice
of meeting and proxy statement carefully and that you complete,
date and sign the enclosed proxy and return it promptly in the
accompanying postpaid envelope. This will ensure that your
vote is counted. Furnishing the enclosed proxy will not
prevent you from voting in person at the meeting should you
wish to do so.
Please return the enclosed proxy and save your company the
cost of having to contact you again in order to obtain your
signed proxy.
Sincerely,
/s/ Frank B. Stewart, Jr.
Frank B. Stewart, Jr.
Chairman of the Board
STEWART ENTERPRISES, INC.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
_____________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_____________________________________________
TO THE SHAREHOLDERS OF STEWART ENTERPRISES, INC.:
The annual meeting (the "Annual Meeting") of shareholders of Stewart
Enterprises, Inc. (the "Company") will be held in the LaSalle B and C Rooms
of the Hotel Inter-Continental, 444 St. Charles Avenue, New Orleans,
Louisiana, on March 27, 1998 at 11:00 a.m. for the following purposes:
(i) To elect three directors to serve a three-year term of office expiring
at the 2001 annual meeting;
(ii)To ratify the appointment of Coopers & Lybrand L.L.P., certified public
accountants, as independent auditors for the fiscal year ending October
31, 1998; and
(iii)To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on February 2, 1998
are entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited to attend the meeting in person.
However, if you are unable to attend in person and wish to have your shares
voted, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ACCOMPANYING POSTPAID ENVELOPE AS PROMPTLY AS POSSIBLE. Your proxy may
be revoked by appropriate notice to the Secretary of the Company at any time
prior to the voting thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kenneth C. Budde
Kenneth C. Budde
Secretary
Metairie, Louisiana
February 20, 1998
STEWART ENTERPRISES, INC.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
February 20, 1998
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Stewart
Enterprises, Inc. (the "Company") in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use at the
annual meeting of shareholders (the "Annual Meeting") of the Company to be
held on March 27, 1998 at 11:00 a.m. in the LaSalle B and C Rooms of the
Hotel Inter-Continental, 444 St. Charles Avenue, New Orleans, Louisiana.
Only shareholders of record of the Class A and Class B Common Stock of
the Company at the close of business on February 2, 1998 are entitled to
notice of and to vote at the Annual Meeting. On that date, the Company had
outstanding (i) 46,959,367 shares of Class A Common Stock, each of which is
entitled to one vote, and (ii) 1,777,510 shares of Class B Common Stock,
each of which is entitled to ten votes.
The enclosed proxy may be revoked by the shareholder at any time prior
to the exercise thereof by filing with the Secretary of the Company a
written revocation or duly executed proxy bearing a later date. The proxy
will be deemed revoked if the shareholder is present at the Annual Meeting
and votes in person.
This Proxy Statement is first being mailed to shareholders on or about
February 20, 1998, and the cost of soliciting proxies in the enclosed form
will be borne by the Company. In addition to the use of the mails, proxies
may be solicited by personal interview, telephone and facsimile. Banks,
brokerage houses and other institutions, nominees and fiduciaries will be
requested to forward the soliciting material to their principals and to
obtain authorization for the execution of proxies, and the Company will,
upon request, reimburse them for their reasonable expenses in so acting.
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
Stock Ownership of Directors and Executive Officers
The table below sets forth certain information concerning the beneficial
ownership, as of February 2, 1998, of the Company's Class A and Class B
Common Stock by (i) each director and director nominee of the Company, (ii)
each executive officer for whom compensation information is disclosed under
the caption "Executive Compensation," and (iii) all directors and executive
officers of the Company as a group, determined in accordance with Rule 13d-3
of the Securities and Exchange Commission ("SEC"). Unless otherwise
indicated, all shares shown as beneficially owned are held with sole voting
and investment power.
<TABLE>
<CAPTION>
Acquirable through
Currently
Number of Shares Exercisable Percent
Beneficial Owner Class Beneficially Owned(1) Stock Options(2) of Class(2)
---------------- ------ --------------------- ------------------ -----------
Directors and Director Nominees
<S> <C> <C> <C> <C>
Frank B. Stewart, Jr........ Class A 3,896,634(3) -- 8.3%
P. O. Box 19925 Class B 1,777,510(4) -- 100.0%
New Orleans, LA 70179
Joseph P. Henican, III...... Class A 1,076,972(5) 65,004 2.4%
William E. Rowe............. Class A 77,038 65,004 *
Ronald H. Patron............ Class A 15,668 -- *
Darwin C. Fenner............ Class A 250,099(6) 18,000 *
Dwight A. Holder............ Class A 60,829(7) 12,000 *
John P. Laborde............. Class A 26,250 -- *
James W. McFarland.......... Class A 4,553 18,000 *
Michael O. Read............. Class A 20,457(8) 18,000 *
Named Executive Officers(9)
Richard O. Baldwin, Jr...... Class A 102,060 40,002 *
Brian J. Marlowe............ Class A 79,368(10) 40,002 *
All directors and executive
officers as a group
(16 persons).............. Class A 5,612,493(11) 364,688 12.6%(12)
Class B 1,777,510 -- 100.0%(12)
</TABLE>
- -----------------------
* Less than 1%.
(1) Excludes shares subject to options currently exercisable or
exercisable within 60 days, which shares are set forth separately
in the next column.
(2) Consists of shares subject to options currently exercisable or
exercisable within 60 days. These shares are deemed to be
outstanding for purposes of computing the percentage of outstanding
Class A Common Stock owned by a person individually and by all
directors and executive officers as a group but are not deemed to
be outstanding for the purpose of computing the ownership
percentage of any other person.
(3) Includes 3,669,734 shares owned as community property with Mr.
Stewart's wife and 226,900 shares owned by the Frank B. Stewart,
Jr. Foundation (a non-profit corporation), with respect to which
Mr. Stewart shares voting and investment power.
(4) Each share of Class B Common Stock has ten votes per share and,
unless otherwise required by law, the holder of Class B Common
Stock votes together with the holders of Class A Common Stock on
all matters brought before the shareholders.
(5) Includes 225 shares owned by Mr. Henican's wife and 813,266 shares
held by trusts for family members of Frank B. Stewart, Jr., with
respect to which Mr. Henican is a co-trustee and shares voting and
investment power.
(6) Includes 450 shares owned by Mr. Fenner's wife and 226,900 shares
held by the Frank B. Stewart, Jr. Foundation (a non-profit
corporation), with respect to which Mr. Fenner is a trustee and
shares voting and investment power.
(7) Includes 36,829 shares owned by Mr. Holder's wife.
(8) Includes 5,250 shares held in a trust, with respect to which Mr.
Read is a trustee and shares voting and investment power.
(9) Information regarding Messrs. Stewart, Henican and Rowe, the named
executive officers other than Messrs. Baldwin and Marlowe, appears
under the caption "Directors and Director Nominees."
(10) Includes 900 shares held in Mr. Marlowe's wife's retirement fund.
(11) Does not include 650,160 shares owned by Investors Trust, Inc.
("Investors Trust"), a subsidiary of the Company, as trustee of the
Stewart Enterprises Employees' Retirement Trust (a Profit-Sharing
Plan). Management of the Company has the power to elect the
directors and officers of Investors Trust, and to that extent
shares voting and investment power over the shares held by
Investors Trust.
(12) As of February 2, 1998, all directors and executive officers as a
group beneficially owned shares of Class A and B Common Stock
representing 36.5% of the Company's total voting power.
Stock Ownership of Certain Beneficial Owners
As of February 2, 1998, the persons named below were, to the
Company's knowledge, the only beneficial owners of more than 5% of the
Company's outstanding Class A Common Stock, determined in accordance with
Rule 13d-3 of the SEC, other than Frank B. Stewart, Jr., whose beneficial
ownership of the Company's Class A Common Stock is described above.
Amount and Nature of Percent
Beneficial Owner Class Beneficial Ownership of Class
---------------- ----- -------------------- --------
Marsh & McLennan Companies, Inc. Class A 4,748,652(1) 10.1%
One Post Office Square
Boston, MA 02109
AMVESCAP PLC Class A 4,460,200(2) 9.5%
11 Devonshire Square
London EC2M 4R
England
Barclays Trust and Banking
Company (Japan) Ltd. Class A 2,755,699(3) 5.9%
2-2 Otemachi 2-Chome
Tokyo Japan 100
Barclays Global Investors, N.A.
Barclays Global Fund Advisors
45 Fremont Street
San Francisco, CA 94105
- ----------------------
(1) Based solely on a Schedule 13G filed with the SEC on January 27,
1998. According to the Schedule 13G, Marsh & McLennan Companies,
Inc.'s wholly owned subsidiary Putnam Investments, Inc. wholly
owns two registered investment advisers: (i) Putnam Investment
Management, Inc., which is the investment adviser to the Putnam
family of mutual funds, and (ii) The Putnam Advisory Company,
Inc., which is the investment adviser to Putnam's institutional
clients. Putnam Investment Management, Inc. has shared investment
power over 4,231,560 shares. Each of Putnam Investment
Management, Inc.'s mutual fund client's trustees has voting power
over the shares held by each fund. Additionally, Putnam New
Opportunities Fund has shared investment power over 3,558,800 of
the 4,231,560 shares. The Putnam Advisory Company, Inc. has shared
investment power over 517,092 shares, and shares voting power over
386,867 of such shares with its institutional clients.
(2) Based solely on a Schedule 13G filed with the SEC on February 11,
1998. According to the Schedule 13G, all shares shown as
beneficially owned by AMVESCAP PLC, AVZ, Inc., AIM Management
Group Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO
North American Holdings, Inc., INVESCO Capital Management, Inc.,
INVESCO Funds Group, Inc., INVESCO Management & Research, Inc. and
INVESCO Realty Advisers are held with shared investment and voting
power.
(3) Based solely on a Schedule 13G filed with the SEC on February 13,
1998. The Schedule 13G indicates that 58,200 shares shown as
beneficially owned are held with shared voting and investment
power by Barclays Trust and Banking Company (Japan) Ltd.;
2,546,099 of the shares shown as beneficially owned are held with
shared investment power, and 2,420,699 of those shares are held
with shared voting power, by Barclays Global Investors, N.A.; and
151,400 of the shares shown as beneficially owned are held with
shared investment and voting power by Barclays Global Fund
Advisors.
ELECTION OF DIRECTORS
General
The Amended and Restated Articles of Incorporation (the "Articles") and
the By-laws of the Company divide the Board of Directors into three classes
serving three-year staggered terms and, pursuant to the Company's By-laws
and a resolution of the Board of Directors, the number of directors has been
set at nine. The term of office of the three Class II directors expires at
the Annual Meeting. The Class III and Class I directors are serving terms
that expire at the 1999 and 2000 annual meetings, respectively.
Accordingly, proxies cannot be voted for more than three persons. Frank B.
Stewart, Jr., Darwin C. Fenner, and John P. Laborde, the Class II directors
whose terms are expiring, have been nominated by the Board of Directors for
re-election at the Annual Meeting for a three-year term of office expiring
at the 2001 annual meeting and until their successors are duly elected and
qualified.
Unless authority to vote for the election of directors is withheld, the
proxy holders named on the enclosed proxy will vote all shares duly
represented thereby in favor of the election of each of the three nominees
listed below. The Company is informed that each nominee is willing to
serve; however, in accordance with the Company's By-laws, if any of them
should decline or become unable to serve for any reason, votes represented
by the enclosed proxy will be cast instead for a substitute nominee
designated by the Board of Directors, or, if none is designated, the number
of directors automatically shall be reduced by the total number of nominees
withdrawn from consideration. Under the Company's By-laws, directors are
elected by plurality vote.
Any shareholder of record desiring to nominate persons for election to
the Board of Directors must comply with the procedures established by the
Company's Articles and By-laws. Pursuant to those procedures, a shareholder
of record may nominate persons for election to the Board of Directors at a
meeting of shareholders only if the shareholder is entitled to vote at such
meeting and provides timely notice in writing to the Secretary of the
Company at its principal office, 110 Veterans Memorial Boulevard, Metairie,
Louisiana 70005. To be timely, a shareholder's notice must be received at
the Company's principal office not less than 45 days nor more than 90 days
prior to the meeting; however, if less than 55 days notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be received at the Company's
principal office no later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made. The notice must include the following
information with respect to each person the shareholder proposes to
nominate: (i) such person's name, age, business address and residential
address, (ii) such person's principal occupation or employment, (iii) the
class and number of shares of capital stock of the Company of which such
person is the beneficial owner (as defined in Rule 13d-3 of the SEC), (iv)
such person's written consent to being named in the proxy statement as a
nominee and to serve as a director if elected, and (v) any other information
relating to such person that would be required to be disclosed in
solicitations of proxies for the election of directors, or otherwise would
be required, in each case pursuant to Regulation 14A of the SEC. The notice
also must include the following information with respect to the shareholder
giving the notice: (i) the name and address of such shareholder and (ii)
the class and number of shares of capital stock of the Company of which such
shareholder is the beneficial owner (as defined in Rule 13d-3 of the SEC).
If requested in writing by the Company's Secretary at least 15 days in
advance of the meeting, such shareholder must disclose to the Secretary,
within ten days of such request, whether such person is the sole beneficial
owner of the shares held of record by such shareholder, and, if not, the
name and address of each other person known by the shareholder of record to
claim or have a beneficial interest in such shares.
The following table sets forth certain information regarding the
directors and nominees for election as directors of the Company. Unless
otherwise indicated, each director has been engaged in the principal
occupation shown for more than the past five years.
Name, Age, Principal Occupation, Nominated
and Directorships in other Director for Term
Public Companies Since Expiring
-------------------------------- -------- ---------
Nominees for Election as Class II Directors:
Frank B. Stewart, Jr., 62 . . . . . . . . . 1970 2001
Chairman of the Board of the
Company(1)
Darwin C. Fenner, 65 . . . . . . . . . . . 1991 2001
Investment Counsel, Chairman
and Chief Executive Officer,
Fenner & Williams Investment
Management Company(2)
John P. Laborde, 74 . . . . . . . . . . . . 1995 2001
Director, Tidewater, Inc. (marine transportation
and natural gas compression); Chairman and
Chief Executive Officer, Laborde Marine Lifts,
Inc. (marine offshore services)(3)
The Board of Directors unanimously recommends a vote FOR each
of the nominees listed above.
Continuing Class III Directors:
Ronald H. Patron, 53 . . . . . . . . . . . . 1991 1999
Executive Vice President, President -
Corporate Division and Chief Financial
Officer of the Company(4)
William E. Rowe, 51 . . . . . . . . . . . . 1994 1999
President and Chief Operating
Officer of the Company(5)
James W. McFarland, 52 . . . . . . . . . . . 1995 1999
Dean, A.B. Freeman
School of Business,
Tulane University(6)
Continuing Class I Directors:
Joseph P. Henican, III, 49 . . . . . . . . . 1984 2000
Vice Chairman of the Board and
Chief Executive Officer of the Company(7)
Michael O. Read, 54 . . . . . . . . . . . . . 1991 2000
Business Development,
J&H Marsh & McLennan of
Louisiana, Inc. (insurance
brokerage and consulting)(8)
Dwight A. Holder, 75 . . . . . . . . . . . . . 1997 2000
President, Holder Investment Company(9)
- ----------------
(1) Mr. Stewart served as interim Chief Executive Officer of the
Company from November 1, 1994, upon the retirement of Lawrence M.
Berner as President and Chief Executive Officer, until February 1,
1995, when Mr. Henican assumed the office of Chief Executive
Officer.
(2) Mr. Fenner is the Chairman of the Company's Investment Committee
and is a member of the Company's Compensation Committee.
(3) Mr. Laborde was Chairman, President and Chief Executive Officer of
Tidewater Inc. from 1956 to 1994. He is also a director of Stolt
Comex Seaway S.A., Stone Energy Corporation and American Bankers
Insurance Group Inc. Mr. Laborde is a member of the Company's
Audit Committee and Investment Committee.
(4) Mr. Patron is a member of the Company's Investment Committee.
(5) Mr. Rowe became President of the Company on November 1, 1994. He
became Senior Executive Vice President and Chief Operating Officer
in April 1994. Prior to that time, he served as Executive Vice
President and President of the Company's former Mid-Atlantic
Division.
(6) Mr. McFarland is also a director of American Indemnity Financial
Corporation, Petroleum Helicopters, Inc. and Sizeler Property
Investors, Inc. Mr. McFarland is the Chairman of the Company's
Compensation Committee and a member of the Company's Audit
Committee.
(7) Mr. Henican became Chief Executive Officer on February 1, 1995.
Until January 31, 1995, he was a partner in the law firm of
Henican, James & Cleveland, L.L.P., and served as general counsel
to the Company for more than 13 years.
(8) Prior to January 1994, Mr. Read was a partner of Montgomery,
Barnett, Brown, Read, Hammond & Mintz, Attorneys at Law. Mr. Read
is the Chairman of the Company's Audit Committee and a member of
the Company's Compensation Committee.
(9) Prior to July 9, 1997, Mr. Holder served as Chairman of the Board
of Carolina Financial Corporation of Pickens, Inc., which became a
subsidiary of the Company on that date. Mr. Holder is a member of
the Company's Audit Committee and Investment Committee.
________________
During the fiscal year ended October 31, 1997, the
Board of Directors held five meetings. Each incumbent director
attended 75% or more of the aggregate number of meetings of the
Board of Directors and committees of which he was a member that
were held during the period in which he served.
The Board of Directors has an Audit Committee on which
Messrs. Read, Laborde, McFarland and Holder serve. The Audit
Committee has general responsibility for meeting periodically
with representatives of the Company's independent public
accountants to review the general scope of audit coverage,
including consideration of the Company's accounting practices
and procedures and its system of internal accounting controls,
and for reporting to the Board with respect thereto. The Audit
Committee also recommends to the Board the appointment of the
Company=s independent auditors. The Audit Committee met five
times during the fiscal year ended October 31, 1997.
The Board of Directors also has a Compensation Committee on
which Messrs. Fenner, Read and McFarland serve. The
Compensation Committee reviews, analyzes and recommends
compensation programs to the Board. The Compensation Committee
also is responsible for the administration of and the grant of
awards under the Amended and Restated 1995 Incentive
Compensation Plan and the Amended and Restated Directors= Stock
Option Plan. The Compensation Committee met three times during
the fiscal year ended October 31, 1997. The Board of Directors
does not have a nominating committee.
Compensation of Directors
Each member of the Board of Directors who is not a full-time
employee of the Company (an "Outside Director") was paid during
the last fiscal year (i) an annual retainer of $15,000 (except
Mr. Holder, who became a director in September 1997 and
received $3,750), (ii) $1,000 for each Board meeting attended,
and (iii) $700 for each committee meeting attended.
Pursuant to the Company's Amended and Restated 1991
Incentive Compensation Plan, each Outside Director received
options to purchase 5,625 shares of the Company's Class A
Common Stock on each of February 16, 1993 and November 1, 1993,
1994 and 1995. Persons who joined the Board as Outside
Directors between option grant dates received a reduced number
of options based on the number of months of service on the
Board prior to the next grant date. The exercise price of the
options was 80% of the fair market value of the Class A Common
Stock on the date of grant. The options became exercisable on
October 31 following the date of grant, and all options have
been exercised.
In 1996, the Company adopted the Amended and Restated
Directors' Stock Option Plan, pursuant to which each Outside
Director received, on January 2, 1996, options to purchase
36,000 shares of the Company's Class A Common Stock. The
options become exercisable in 25% annual increments beginning
one year after grant. Upon joining the Board, Mr. Holder
received options to purchase 36,000 shares of the Company's
Class A Common Stock, which become exercisable in 33 1/3%
annual increments beginning on January 2, 1998. Exercisability
of the options is automatically accelerated in the event of a
change of control, as defined in the plan, and may be
accelerated by the Compensation Committee at any time in its
discretion. The options must be exercised within one year
from the date of termination of Board service and expire on
January 2, 2001. The exercise price of the options is the
fair market value of the Class A Common Stock on the date of
grant.
EXECUTIVE COMPENSATION
Summary of Compensation
The following table sets forth information with respect to
the compensation paid by the Company to the Company's Chief
Executive Officer and to each of the four most highly
compensated other executive officers for services rendered
during the fiscal years ended October 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------------------ ------------
Name and Other Securities
Principal Annual Underlying All Other
Position Year Salary Bonus Compensation Options Compensation
-------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Frank B. Stewart, Jr....... 1997 $600,000 -- -- -- $16,106(1)
Chairman of the Board 1996 600,000 -- -- -- 16,293
1995 600,000 -- -- -- 15,506
Joseph P. Henican, III..... 1997 500,000 $175,000 -- -- 15,766(1)
Vice Chairman of the 1996 450,000 175,500 -- 65,812 13,005
Board and Chief 1995 300,000 190,000 -- 764,813(2) 4,800(2)
Executive Officer(2)
William E. Rowe............ 1997 500,000 175,000 -- -- 21,875(1)
President and Chief 1996 450,000 175,500 -- 65,812 22,244
Operating Officer 1995 400,000 190,000 $162,820(3) 451,688 13,993
Richard O. Baldwin, Jr..... 1997 300,000 175,000 -- -- 11,588(1)
Executive Vice President 1996 300,000 136,875 -- 40,500 9,915
and President - Corporate 1995 262,500 127,500 -- 259,500 9,892
Development Division
Brian J. Marlowe........... 1997 300,000 190,000 -- -- 11,495(1)
Executive Vice President 1996 300,000 135,000 -- 40,500 10,930
and President - 1995 262,500 144,375 -- 364,500 7,282
Eastern Division
- -------------------
</TABLE>
(1) Consists of Company contributions to the accounts of the named executive
officers in the Company's Employees' Retirement Trust (a Profit-Sharing
Plan) and the Company's Supplemental Retirement and Deferred
Compensation Plan, respectively: Mr. Stewart, $4,581 and $10,999; Mr.
Henican, $3,719 and $12,047; Mr. Rowe, $3,934 and $12,047; Mr. Baldwin,
$4,245 and $7,343; and Mr. Marlowe, $4,317 and $7,178. Additionally,
amounts shown for Mr. Stewart and Mr. Rowe include life insurance
premiums paid by the Company on their behalf in the amounts of $526 and
$5,894, respectively.
(2) Mr. Henican became the Company's Chief Executive Officer on February 1,
1995. Amounts shown for Mr. Henican for fiscal year 1995 include
compensation he received as a non-employee director of the Company prior
to his becoming the Company's Chief Executive Officer, which consisted
of the grant of options to purchase 5,625 shares of the Company's Class
A Common Stock and cash compensation of $4,800.
(3) Includes reimbursement of $136,000 for the loss on the sale of Mr.
Rowe's former home, in accordance with the terms of his employment
agreement.
Stock Options
The following table presents information with respect to the executive
officers named in the Summary Compensation Table concerning exercises of
stock options during the last fiscal year and unexercised options as of
October 31, 1997.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number of
Securities Underlying Value of Unexercised
Unexercised In-the-Money
Stock Options at Options at
Shares October 31, 1997(1) October 31, 1997(2)
Acquired Value ------------------------------ ---------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Frank B. Stewart, Jr. 45,000 $1,371,825 -- -- -- --
Joseph P. Henican, III 88,125 2,050,043 65,004 422,496 $1,332,582 $8,584,168
William E. Rowe 22,500 557,513 65,004 422,496 1,332,582 8,584,168
Richard O. Baldwin, Jr. 22,500 632,475 40,002 259,998 820,041 5,282,574
Brian J. Marlowe 37,500 851,456 40,002 259,998 820,041 5,282,574
_________________
</TABLE>
(1)These options consist of two-thirds performance-based and one-third time-
vest options that were granted in 1995. The performance-based options
will become exercisable only if the average of the closing sale prices of
a share of Class A Common Stock over 20 consecutive trading days equals
or exceeds $52.87 by August 31, 2000, which represents a 20% annual
compound growth in the price of the Class A Common Stock over five years
from the time of grant. The time-vest options become exercisable at the
rate of 20% per year over five years. Exercisability of all options is
automatically accelerated upon a change of control of the Company and may
be accelerated by the Compensation Committee at any time in its
discretion.
(2)The value reflected in this table is equal to the difference between the
stock price at October 31, 1997 and the exercise price multiplied by the
number of exercisable and unexercisable options, respectively.
Employment Agreements
Effective August 1, 1995 the Company entered into employment
agreements with Messrs. Henican, Rowe, Baldwin and Marlowe (the
"Named Executive Officers"). The agreements provide for
employment of the Named Executive Officer in his current
position through October 31, 2000, subject to earlier
termination under limited, specified circumstances, at a fixed
annual salary and an annual bonus, 75% of which is based upon
the attainment of certain quantitative goals established by the
Compensation Committee and the executive, and 25% of which is
awarded at the discretion of the person to whom the Named
Executive Officer reports, or in the case of the Chief
Executive Officer, at the discretion of the Chairman of the
Board. The agreements with Messrs. Henican and Rowe provide
for a salary of $400,000 per fiscal year through October 31,
1995, $450,000 for fiscal year 1996 and $500,000 per fiscal
year thereafter, and a maximum bonus of $200,000 per fiscal
year. The agreements with Messrs. Baldwin and Marlowe provide
for a salary of $300,000 per fiscal year and a maximum bonus of
$200,000 per fiscal year. If the Company terminates the Named
Executive Officer's employment without "Cause" (as defined in
the agreement) or the Named Executive Officer terminates
employment for "Good Reason" (as defined in the agreement), the
Company must pay the executive two times his salary over a two-
year period. In addition, the executive will be entitled to
exercise performance-based options if the performance goals are
met within 180 days after the termination of employment. If
the executive terminates his employment for reasons other than
"Good Reason," the Company must pay to the executive one year's
salary over a two-year period. Each executive has agreed that
he will not compete with the Company for a period of two years
after the termination of his employment.
Change of Control Agreements
Effective December 5, 1995 the Company entered into change
of control agreements with the Named Executive Officers which
supersede the employment agreements after a change of control.
The agreements provide that if a change of control occurs
before October 31, 2000, the executive=s employment term will
continue through the later of the second anniversary of the
change of control or October 31, 2000, subject to earlier
termination of employment pursuant to the agreement. After a
change of control and during the employment term, the executive
is entitled to substantially the same position in substantially
the same location as prior to the change of control. In
addition, the executive is entitled to the salary, bonus and
benefits provided in his employment agreement or, if more
favorable, those provided to peer employees of the acquiror.
If during the employment term the Company terminates the
executive's employment without "Cause" (as defined in the
agreement) or the executive terminates employment for "Good
Reason" (as defined in the agreement), the Company must pay to
the executive in a lump sum in cash within 30 days of the
termination of employment an amount equal to three times the
sum of (i) salary, plus (ii) the maximum bonus for which the
executive is eligible. "Good Reason" includes the failure of
the acquiror to provide the executive with substantially the
same position after the change of control, and the executive's
position is not considered to be substantially the same after a
change of control unless he holds an equivalent position with
the ultimate parent company of the entity resulting from the
transaction. In addition, a termination by the executive for
any reason during the 30-day period immediately following the
first anniversary of the change of control is deemed a
termination for "Good Reason." If during the employment term
the executive terminates employment for reasons other than
"Good Reason," he is entitled to receive a single year's salary
over a two-year period. The noncompetition provisions of the
executive's employment agreement continue to apply after a
change of control.
If after a change of control the executive is subjected to
an excise tax under Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code") (whether by virtue of the
benefits of the change of control agreement or otherwise,
including by virtue of the acceleration of the exercisability
of stock options), the Company must pay to the executive
(whether or not his employment has terminated) such amounts as
are necessary to place him in the same position after payment
of federal income and excise taxes as he would have been if
such provisions had not been applicable to him. The Company
has agreed, to the extent permitted by applicable law, to take
all reasonable steps to ensure that the executive is not, by
reason of a change of control, deprived of the economic value
(including any value attributable to the change of control) of
(i) any options to acquire the Company's common stock or (ii)
any common stock of the Company beneficially owned by the
executive. The Company has agreed to pay as incurred, to the
full extent permitted by law, all legal fees and expenses the
executive may reasonably incur as a result of any contest of
the validity or enforceability of, or liability under, any
provision of the change of control agreement.
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, Darwin C. Fenner, Michael O.
Read, James W. McFarland and John P. Laborde served on the
Compensation Committee. No member served as an officer or
employee of the Company or any of its subsidiaries prior to or
while serving on the Compensation Committee. No executive
officer of the Company served during the last fiscal year as a
director, or member of the compensation committee, of another
entity, one of whose executive officers served as a director,
or on the Compensation Committee, of the Company.
Compensation Committee Report on Executive Compensation
General
The Compensation Committee of the Board of Directors,
consisting entirely of non-employee directors, approves all of
the policies under which compensation is paid or awarded to the
Company's executive officers. All such decisions are then
recommended to the full Board for final approval, except for
decisions to make awards to executive officers under the
Amended and Restated 1995 Incentive Compensation Plan which are
made solely by the Compensation Committee for tax law purposes.
The Company's executive compensation policies are
designed to:
* provide competitive levels of compensation that
integrate pay with the Company's annual and long-term
performance goals;
* reward achievements in corporate performance;
* recognize individual initiative and performance;
* assist the Company in attracting and retaining
qualified executives; and
* align the interests of executives with the long-term
interests of shareholders through award opportunities
that can result in ownership of Class A Common Stock.
The Company's executive compensation program is comprised
of salaries, annual cash incentive bonuses and long-term
incentives in the form of stock options.
Salary
The salary levels of Mr. Henican and of the other Named
Executive Officers, other than Mr. Stewart, are set out in
employment agreements with the officers and were determined
following consultation with independent consultants and outside
advisors after considering the executive compensation policies
described above. Mr. Stewart's salary for the last fiscal year
remained the same as in the prior fiscal year and was paid in
consideration of his contributions and value to the Company.
Incentive Bonus
Under their employment agreements, during the last fiscal
year Messrs. Henican, Rowe, Baldwin and Marlowe could earn
annual incentive bonuses of up to $200,000. Seventy-five
percent of the incentive bonus is quantitative and based on the
attainment of pre-established performance goals, and 25% is
qualitative and discretionary.
During the last fiscal year, Mr. Henican received a bonus
equal to $175,000, or 35% of his annual salary. The
quantitative portion of his bonus was awarded based on the
achievement of performance targets relating to the growth in
Company earnings, additive acquisitions, prearranged funeral
services, earnings per share and the Company's stock price.
The qualitative portion of his bonus was awarded based upon
such factors as his individual initiative, effectiveness and
management skills. The bonuses paid to the other Named
Executive Officers ranged from approximately 35% to 63% of
total salary and were based on similar quantitative goals and
qualitative measures relating to their particular areas of
responsibility.
Stock Options
The Committee's practice with respect to stock options has
been to grant options that vest based on the passage of time
together with options that vest based upon the attainment of
Company performance goals. The Committee continues to believe
that the combination of these two types of options serves as a
valuable incentive. Accordingly, the most recent grants to
executive officers in September and December 1995 consist of
two-thirds performance-based and one-third time-vest options.
The performance-based options will vest only if the average of
the closing sale prices of the Class A Common Stock over 20
consecutive trading days equals or exceeds $52.87 by August 31,
2000, and the time-vest options will vest at the rate of 20%
per year over five years. The number of options granted to
each executive officer who received options was based upon the
officer=s salary level and level of responsibility.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code of 1986, as
amended, limits the Company=s tax deduction to $1 million for
compensation paid to certain executive officers in a single
year. An exception to the $1 million limit is provided for
"performance-based compensation" that meets certain
requirements, including approval by a vote of the shareholders.
Options granted under the Company=s Incentive Compensation
Plans qualify as "performance-based compensation" and will be
excluded in calculating the $1 million limit under Section
162(m). The Company currently intends to keep Anon-performance
based compensation@ within the $1 million limit in order that
all executive compensation will be fully deductible.
Submitted by the Compensation Committee.
Darwin C. Fenner James W. McFarland Michael O. Read
TOTAL RETURN COMPARISON
The graph and corresponding table below provide a comparison
of the cumulative total shareholder return on the Company's
Class A Common Stock, the S&P 500 Index and an industry index
made up of the Loewen Group Inc. ("Loewen") and Service
Corporation International ("SCI") for the Company's last five
fiscal years. The Company believes that the Company, Loewen
and SCI are the only major death care providers that have been
publicly traded in the United States throughout the entire
period covered by the graph. The information in the graph is
based on the assumption of a $100 investment on October 31,
1992 at the closing price on that date and includes the
reinvestment of dividends. The returns of each issuer in the
industry index are weighted according to its stock market
capitalization at the beginning of each period for which a
return is indicated.
[GRAPH OMITTED]
Cumulative Total Shareholder Return
----------------------------------------------
Index October 31,
----------------------------------------------
1992 1993 1994 1995 1996 1997
----- ----- ----- ----- ----- -----
The Company 100.0 186.2 168.6 236.4 360.7 437.9
S & P 500 Index 100.0 111.7 112.8 138.9 168.5 218.5
Industry Index 100.0 160.1 165.9 258.1 335.1 325.7
CERTAIN TRANSACTIONS
General
The Company leases its corporate offices from a general
partnership in which Mr. Stewart owns a 99.3% partnership
interest. The Company paid an aggregate of $516,975 in rental
payments to the partnership during the fiscal year ended
October 31, 1997. In addition, the Company leases 4,000 square
feet of office space from a corporation of which Mr. Stewart is
the sole shareholder. The Company made annual rental payments
of $51,400 under the terms of the lease during the fiscal year
ended October 31, 1997.
In November 1992, the Company purchased from Mr. Stewart all
of his stock in Investors Trust. A portion of the purchase
price was paid by delivery of the Company's $2,590,997
promissory note, secured by the pledge of shares of Investors
Trust common stock and payable monthly over five years with
interest accruing annually at 8% through December 31, 1993. On
January 1, 1994, the Company refinanced the note by delivering
a new promissory note in the principal amount of $2,075,346,
due September 1, 1997 and bearing interest at 6.15% per annum.
The Company made principal and interest payments of $537,661 to
Mr. Stewart on this note during the fiscal year ended October
31, 1997, including payment in full on June 27, 1997.
During the fiscal year ended October 31, 1992, Mr. Stewart
and two trusts established by Mr. and Mrs. Stewart, of which
Mr. Henican serves as co-trustee, entered into an agreement
with the Company whereby the Company, with the approval of all
of the disinterested members of the Board of Directors, agreed
to advance the premiums on a split dollar "second-to-die" life
insurance policy purchased by the trusts and insuring the lives
of Mr. and Mrs. Stewart. The premiums are payable over a 12-
year period and the trusts are required to reimburse the
Company currently for that portion of the premiums paid by the
Company that, if not reimbursed, would be treated as
compensation to Mr. Stewart for federal income tax purposes.
Interest accrues on the premium advances at 8% per annum from
the date each premium payment is made by the Company. The
advances are collateralized by an assignment of other insurance
policies owned by the trusts and Class A Common Stock of the
Company held by the trusts. The trusts have agreed that, upon
the death of Mr. or Mrs. Stewart, the proceeds of such other
insurance policies will be used to reduce the outstanding
balance due to the Company. The Company is entitled to
reimbursement of the unpaid balance of all amounts advanced,
together with accrued interest, upon the first to occur of (i)
the surrender of the policy, (ii) the deaths of Mr. and Mrs.
Stewart, or (iii) the expiration of 60 days following the
payment in full of all premiums on the policy. The outstanding
amount advanced to the trusts by the Company, including accrued
interest, was approximately $835,163 at October 31, 1997,
including $110,000 advanced to the trusts during the fiscal
year ended October 31, 1997.
In January 1998, the Company discontinued an insurance
policy on the life of Mr. Stewart unrelated to the policy
described in the preceding paragraph. In order to purchase a
replacement policy, The Stewart Family Special Trust borrowed
$685,000 from the Company pursuant to a promissory note due 180
days after the death of Mr. Stewart. Interest on the note
accrues annually at a rate equal to the Company's cost of
borrowing under its $600 million revolving credit facility, and
is payable when the principal becomes due. The amount of the
loan is equal to the cash value received by the Company upon
the discontinuance of the prior insurance policy. The loan
proceeds were used by the trust to purchase a single premium
policy on the life of Mr. Stewart. Certain of the beneficiaries
of The Stewart Family Special Trust are members of Mr.
Stewart's family. The loan was approved by all of the
disinterested members of the Board of Directors.
In November 1996, in order to facilitate a sale of real
estate owned by Mr. Stewart to a third party, a subsidiary of
the Company concurrently sold a small parcel of real estate for
$76,073 to the same third party. The sale price was the fair
market value of the real estate as determined by an independent
appraiser selected by the Company's subsidiary.
During fiscal year 1993, a subsidiary of the Company
acquired all of the stock of Parklawn Memorial Park, Inc. and
Richmond Memorial Parks, Inc. from Brian J. Marlowe, an
executive officer of the Company, and his father. A portion of
the purchase price was paid by delivery of a promissory note in
the principal amount of $4,000,000 due January 31, 2003 and
bearing interest at 8% per annum through December 31, 1993. On
January 1, 1994, the Company refinanced the note by delivering
a new promissory note in the principal amount of $3,797,331 due
October 31, 1998 and bearing interest at 6.15% per annum. The
Company made principal and interest payments of $887,987 to Mr.
Marlowe on the note during the fiscal year ended October 31,
1997.
In February 1992, a subsidiary of the Company acquired all
of the stock of Catawba Memorial Park and Funeral Home from
Brent F. Heffron, an executive officer of the Company. A
portion of the purchase price was paid by delivery of a
promissory note in the principal amount of $646,870 due April
30, 2007 and bearing interest at 7% per annum through
December 31, 1993. On January 1, 1994, the Company refinanced
the note by delivering a new promissory note in principal
amount of $304,065 due October 31, 1998 and bearing interest at
a rate of 6.15% per annum. The Company made principal and
interest payments of $71,104 to Mr. Heffron on the note during
the fiscal year ended October 31, 1997.
In January 1997, Mr. Heffron executed a note payable to the
Company for a line of credit up to an aggregate of $250,000.
Under the line of credit, Mr. Heffron borrowed, on January 17,
1997, $50,000 bearing interest at 6.22% per annum and, on May
8, 1997, $200,000 bearing interest at 6.35% per annum. Mr.
Heffron made principal and interest payments of $253,302 to the
Company during the fiscal year ended October 31, 1997,
including payment in full on July 30, 1997.
In mid-1997, a subsidiary of the Company acquired Dillard
Memorial, Inc. and Carolina Financial Corporation of Pickens,
Inc. from Dwight A. Holder, members of his family and another
individual. Mr. Holder became a director of the Company in
September 1997. Pursuant to the acquisition agreements,
portions of the purchase prices (an aggregate of $155,778 and
13,019 shares of the Company's Class A Common Stock) were
placed in escrow accounts to secure the sellers'
representations and warranties. No amounts have been withdrawn
from the escrow accounts, and funds remaining in the accounts
are to be released to the sellers in mid-1998.
During fiscal year 1997, Mr. Holder's daughter and son-in-
law were each employed by subsidiaries of the Company as
general managers of funeral homes pursuant to five-year
employment agreements which commenced in July 1997. They also
entered into noncompetition agreements with the subsidiaries
providing that each will be paid $342,500 in forty equal
quarterly installments. During the fiscal year ended October
31, 1997, she was paid $27,894 and he was paid $27,592 under
such agreements.
Dillard Memorial, Inc., a subsidiary acquired by the Company
in 1997 from Mr. Holder, leases one of its funeral homes from
Mr. Holder pursuant to a twenty year lease, commencing in May
1997 and providing for annual rental payments equal to the
greater of (i) $144,000 or (ii) 7% of the previous fiscal
year's gross sales for that funeral home. During the fiscal
year ended October 31, 1997, the Company made rental payments
under the lease of $73,935 to Mr. Holder.
This section does not include transactions completed prior
to the time a person became an executive officer or director of
the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, executive officers and 10%
beneficial owners to file with the SEC reports of ownership and
changes in ownership of equity securities of the Company.
During the last fiscal year Richard O. Baldwin, Jr. was
inadvertently late in filing an annual statement of changes in
beneficial ownership, reporting two transactions.
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors has approved the retention of Coopers & Lybrand
L.L.P. as independent auditors of the Company for the fiscal
year ending October 31, 1998, which selection will be submitted
to the shareholders for ratification. If the shareholders do
not ratify the Board of Directors' selection of Coopers &
Lybrand L.L.P. by the affirmative vote of holders of a majority
of the voting power present or represented at the Annual
Meeting, the selection of independent auditors will be
reconsidered by the Board.
Representatives of Coopers & Lybrand L.L.P. are expected to
be present at the Annual Meeting and will have an opportunity
to make a statement if they desire to do so. They will also be
available to respond to appropriate questions from
shareholders.
The Board of Directors unanimously recommends that
shareholders vote FOR the proposal to ratify the retention of
Coopers & Lybrand L.L.P. as independent auditors of the Company
for the fiscal year ending October 31, 1998.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of the
total voting power is necessary to constitute a quorum. If a
quorum is present, (i) directors will be elected by plurality
vote and (ii) the ratification of the retention of Coopers &
Lybrand L.L.P. as independent auditors of the Company for the
fiscal year ending October 31, 1998 will require the
affirmative vote of the holders of a majority of the voting
power present or represented at the Annual Meeting. With
respect to any matter that is properly brought before the
Annual Meeting other than the election of directors,
abstentions will have the effect of a vote against the
proposal, and broker non-votes will be counted as not present
with respect to the proposal.
All duly executed proxies in the form enclosed received by
the Company will be voted as specified and, in the absence of
instructions to the contrary, will be voted for the election of
the nominees named above and in favor of the proposal to ratify
the retention of Coopers & Lybrand L.L.P. as independent
auditors of the Company for the fiscal year ending October 31,
1998.
The Board of Directors does not know of any matters to be
presented at the Annual Meeting other than those described
herein. However, if any other matters properly come before the
Annual Meeting or any adjournment thereof, it is the intention
of the persons named in the enclosed proxy to vote the shares
represented by them in accordance with their best judgment.
Shareholder Proposals
Any shareholder who desires to present a proposal qualified
for inclusion in the Company's proxy materials relating to the
1999 Annual Meeting must forward the proposal to the Secretary
of the Company at the address shown on the first page of this
Proxy Statement in time to arrive at the Company no later than
October 23, 1998.
Section 2.14 of the Company's By-laws requires the Company's
shareholders to provide the Company with advance notice of any
proposal they would like to present at a shareholders' meeting.
Section 2.14 of the Company's By-laws provides as follows:
(a) At any annual meeting of shareholders, only
such business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of
the Board of Directors, or (ii) by any shareholder of
record entitled to vote at such meeting who complies with
the procedures set forth in this Section 2.14.
(b) At any special meeting of shareholders called
at the request of a shareholder, or group of
shareholders, of record in accordance with the Company's
Articles of Incorporation and these By-laws, only such
business shall be conducted as shall have been (i)
submitted by the shareholder, or group of shareholders,
of record requesting the meeting, (ii) described in the
request for the meeting, and (iii) described in the
notice of the meeting.
(c) At any special meeting of shareholders called
at the request of the Board of Directors, the Chairman of
the Board or the President of the Company, only such
business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the
Board of Directors, the Chairman of the Board or the
President or (ii) by any shareholder of record entitled
to vote at such meeting who complies with the procedures
set forth in this Section 2.14.
(d) No proposal by a shareholder, or group of
shareholders, of record of the Company shall be
considered at an annual shareholders' meeting unless
Sufficient Notice (as described in subparagraph (f)
hereof) of the proposal is received by the Secretary of
the Company not less than 120 calendar days in advance of
the date in the current year that corresponds to the date
on which proxy materials were first mailed by the Company
in connection with the previous year's annual meeting.
If the date of the annual meeting is changed to a date
that is 30 calendar days earlier or later than the date
in the current year that corresponds to the date on which
the annual meeting was held in the previous year, or if
no annual meeting was held in the previous year,
Sufficient Notice of the proposal must be received by the
Secretary of the Company not less than 60 days nor more
than 90 days prior to the meeting; provided, however,
that in the event less than 70 days notice or prior
public disclosure of the date of the meeting is given or
made to shareholders, Sufficient Notice of the proposal
must be received by the Secretary of the Company no later
than the close of business on the tenth day following the
day on which such notice of the date of the meeting was
mailed or such public disclosure was made.
(e) No proposal by a shareholder, or group of
shareholders, of record of the Company shall be
considered at a special meeting of shareholders called by
the Board of Directors, the Chairman of the Board or the
President unless Sufficient Notice (as described in
subparagraph (f) hereof) of the proposal is received by
the Secretary of the Company not less than 60 days nor
more than 90 days prior to the meeting; provided,
however, that in the event less than 70 days notice or
prior public disclosure of the date of the meeting is
given or made to shareholders, Sufficient Notice of the
proposal must be received by the Secretary of the Company
no later than the close of business on the tenth day
following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made.
(f) Notice of a proposal shall constitute
Sufficient Notice only if it contains (i) a complete and
accurate description of the proposal; (ii) a statement
that the shareholder (or the shareholder's legal
representative) intends to attend the meeting and present
the proposal and that the shareholder intends to hold of
record securities of the Company entitled to vote at the
meeting through the meeting date; (iii) the shareholder's
name and address and the number of shares of the
Company's voting securities that the shareholder holds of
record and beneficially as of the notice date; and (iv) a
complete and accurate description of any material
interest of such shareholder in such proposal.
(g) Notwithstanding compliance with this Section
2.14, no shareholder proposal shall be deemed to be
properly brought before a shareholders' meeting if it is
not a proper subject for action by shareholders under
Louisiana law or the Articles of Incorporation.
(h) Any shareholder proposal failing to comply with
this Section 2.14 shall not be considered at the meeting
and, if introduced at the meeting, shall be ruled out of
order.
(i) Nothing in this Section 2.14 is intended to
confer any rights to have any proposal included in the
notice of any meeting or in proxy materials related to
such meeting.
(j) Notwithstanding the requirement in this Section
2.14 that a shareholder be a shareholder of record in
order to present a shareholder proposal at a
shareholders' meeting, a beneficial owner of shares
entitled to vote at the meeting shall be entitled to
present a proposal at a meeting if such beneficial owner
complies with Rule14a-8 promulgated under the Securities
Exchange Act of 1934 and the proposal has been included
in the Company's proxy statement for the meeting pursuant
to Rule 14a-8.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Kenneth C. Budde
Kenneth C. Budde
Secretary
Metairie, Louisiana
February 20, 1998
