SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 14)
Under the Securities Exchange Act of 1934
| | Stewart Enterprises, Inc. | |
| | (Name of Issuer) | |
| | | |
| | Class A Common Stock, no par value | |
| | (Title of Class of Securities) | |
| | | |
| | 860370105 | |
| | (CUSIP Number) | |
| | | |
| | December 23, 2013 | |
| | (Date of Event Which Requires Filing of this Statement) | |
| | | |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| þ | Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
| 1. | Names of Reporting Persons.Frank B. Stewart, Jr. I.R.S. Identification Nos. of above persons (entities only). |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o |
| 3. | SEC Use Only |
| 4. | Citizenship of Place of OrganizationUnited States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 Class A shares0 Class B shares |
| 6. | Shared Voting Power 0 Class A shares0 Class B shares |
| 7. | Sole Dispositive Power 0 Class A shares0 Class B shares |
| 8. | Shared Dispositive Power 0 Class A shares0 Class B shares |
| 9. | Aggregate Amount Beneficially Owned by each Reporting Person 0 Class A shares0 Class B shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
| 11. | Percent of Class Represented by Amount in Row 9 0% - Class A shares0% - Class B shares |
| 12. | Type of Reporting Person (See Instructions) IN |
ITEM 1:
(a) Name of Issuer:
Stewart Enterprises, Inc.
(b) Address of Issur’s Principal Executive Offices:
1333 South Clearview Parkway, Jefferson, LA 70121
ITEM 2:
(a) Name of Person Filing:
(b) Address of Principal Business Office or, if None, Residence:
111 Veterans Memorial Boulevard, Suite 160, Metairie, LA 70005
(c) Citizenship:
(d) Title of Class of Securities:
Class A Common Stock, no par value per share;
Class B Common Stock, no par value per share
ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
| | (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | | | |
| | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | | | |
| | (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | | | |
| | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| | | | |
| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | | | |
| | (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | | |
| | (j) | o | A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J); |
| | | | |
| | (k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| | | | If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________. |
ITEM 4: OWNERSHIP.
(a) Amount beneficially owned:
0 Class A shares0 Class B shares
(b) Percent of class:
0% of Class A shares0% of Class B shares
(c) Number of shares as to which the person has:
| | (i) | Sole power to vote or to direct the vote | 0 Class A shares | |
| | | | 0 Class B shares | |
| | | | | |
| | (ii) | Shared power to vote or to direct the vote | 0 Class A shares | |
| | | | 0 Class B shares | |
| | | | | |
| | (iii) | Sole power to dispose or to direct the disposition of | 0 Class A shares | |
| | | | 0 Class B shares | |
| | | | | |
| | (iv) | Shared power to dispose or to direct the disposition of | 0 Class A shares | |
| | | | 0 Class B shares | |
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
On December 23, 2013, pursuant to an Agreement and Plan of Merger, dated as of May 28, 2013 (the “Merger Agreement”) by and among the Issuer, Service Corporation International, a Texas corporation (“SCI”), and Rio Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SCI (“Merger Subsidiary”), the Merger Subsidiary merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly-owned subsidiary of SCI. At the effective time of the Merger, each issued and outstanding share of the Issuer’s Class A common stock and Class B common stock was cancelled and converted automatically into the right to receive at least $13.25 per share as described in the Merger Agreement.
As a result of the Merger, the Reporting Person no longer beneficially owns any shares of Class A or Class B common stock. This Amendment No. 14 constitutes an exit filing for the Reporting Person.
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
ITEM 9: NOTICE OF DISSOLUTION OF GROUP.
ITEM 10: CERTIFICATIONS.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | | |
| | | | |
| By: | /s/ Frank B. Stewart, Jr. | |
| | | Frank B. Stewart, Jr. | |
| | | | |
