##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 STEWART ENTERPRISES, INC.
  Louisiana(State or other jurisdiction of incorporation or organization)
    1333 South Clearview ParkwayJefferson, Louisiana 70121(504) 729-1400(Address, including zip code, and telephone number, 
including area code, of registrants principal executive offices)
    72-0693290(I.R.S. Employer
Identification Number)
 
 Thomas M. Kitchen
Senior Executive Vice President and Chief Financial Officer
Stewart Enterprises, Inc.
1333 South Clearview Parkway
Jefferson, Louisiana 70121
(504) 729-1400  (Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
 with a copy to:
 Dionne M. Rousseau, Esq.
Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue, Floor 51
New Orleans, Louisiana 70170
(504) 582-8338
 
  o
 þ
 o
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##### Table of Contents



CALCULATION OF REGISTRATION FEE
 ProposedProposed
    
    
    maximumAmount to be
    
    
    maximum offering
    
    
    aggregate
    
    
    Amount ofTitle of each class of securities to be registered
    
    
    registered
    
    
    price per share
    
    
    offering price(1)
    
    
    registration fee3.125% Senior
Convertible Notes due
2014
    
    
    $
    125,000,000
    (2)
    
    
    
    100
    %
    
    
    $
    125,000,000
    
    
    
    $
    3,837.50Subsidiary Guarantees
of 3.125% Senior
Convertible Notes due
2014
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/A
    (3)3.375% Senior
Convertible Notes due
2016
    
    
    $
    125,000,000
    (4)
    
    
    
    100
    %
    
    
    $
    125,000,000
    
    
    
    $
    3,837.50Subsidiary Guarantees
of 3.375% Senior
Convertible Notes due
2016
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/A
    (3)Class A Common Stock
(no par value per
share) (5)
    
    
    
    22,623,400
    (6)
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/A
    (6)Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,675.00
 
 (1)
    
    Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a)
under the Securities Act of 1933, as amended.(2)
    
    Represents the aggregate principal amount of 3.125% Senior Convertible Notes due 2014 that we
sold in a private placement on June 27, 2007 being registered for resale.(3)
    
    Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate filing fee
is payable with respect to the guarantees of the notes being registered.(4)
    
    Represents the aggregate principal amount of 3.375% Senior Convertible Notes due 2016 that we
sold in a private placement on June 27, 2007 being registered for resale.(5)
    
    Each share of Class A common stock is accompanied by one preferred stock purchase right as
set forth in the Rights Agreement dated as of October 28, 1999, as amended, between the
Company and ChaseMellon Shareholder Services, L.L.C., as rights agent.(6)
    
    Each $1,000 principal amount of a 3.125% Senior Convertible Note due 2014 or a 3.375% Senior
Convertible Note due 2016 may be converted into 90.4936 shares of Class A common stock, subject to
adjustments. The registrant is registering 22,623,400 shares of Class A common stock. Pursuant to
Rule 416 under the Securities Act, the registrant is also registering an indeterminate number of
shares as may become issuable upon conversion by reason of adjustments in the conversion price. No
additional registration fee is required pursuant to Rule 457(i) under the Securities Act.




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##### Table of Contents



TABLE OF ADDITIONAL REGISTRANTS
  State of
    
    I.R.S. EmployerIncorporation or
    
    IdentificationExact Name of Additional Registrants*
    
    Formation
    
    NumberKILGORE-GREEN FUNERAL HOME, INC.
    
    ALABAMA
    
    63-0569262S.E. CEMETERIES OF ALABAMA, INC.
    
    ALABAMA
    
    72-1206115S.E. COMBINED SERVICES OF ALABAMA, INC.
    
    ALABAMA
    
    63-0591928S.E. FUNERAL HOMES OF ALABAMA, INC.
    
    ALABAMA
    
    63-0515943FOREST HILLS CEMETERY, INC.
    
    ARKANSAS
    
    71-0249636GRIFFIN-LEGGETT INSURANCE AGENCY, INC.
    
    ARKANSAS
    
    72-1420663GRIFFIN-LEGGETT, INC.
    
    ARKANSAS
    
    71-0078620GROSS FUNERAL HOME, INC.
    
    ARKANSAS
    
    71-0311354S.E. FUNERAL HOMES OF ARKANSAS, INC.
    
    ARKANSAS
    
    71-0675698ALL SOULS MORTUARY, INC.
    
    CALIFORNIA
    
    94-3274423ASHES TO ASHES, INC.
    
    CALIFORNIA
    
    95-3983428ASSUMPTION MORTUARY, INC.
    
    CALIFORNIA
    
    77-0498846BARSTOW FUNERAL HOMES, INC.
    
    CALIFORNIA
    
    33-0638122BUCHHEIM FAMILY, INC.
    
    CALIFORNIA
    
    94-2746770CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA,
INC.
    
    CALIFORNIA
    
    94-3281559CATALINA CHANNEL CREMATION SOCIETY
    
    CALIFORNIA
    
    33-0422532CATHOLIC MORTUARY SERVICES, INC.
    
    CALIFORNIA
    
    68-6186018DeYOUNG MEMORIAL CHAPEL, INC.
    
    CALIFORNIA
    
    94-2564101DILDAY BROTHERS HUNTINGTON VALLEY MORTUARY
    
    CALIFORNIA
    
    95-2556142HOLY CROSS MORTUARY OF CULVER CITY,
CALIFORNIA, INC.
    
    CALIFORNIA
    
    94-3281560HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC.
    
    CALIFORNIA
    
    94-3281562HOPSON MORTUARY, INC.
    
    CALIFORNIA
    
    95-2803488LASSILA FUNERAL CHAPELS, INC.
    
    CALIFORNIA
    
    94-2756152LOMBARD & CO.
    
    CALIFORNIA
    
    94-1495254N.D. DAVIS & ASSOCIATES, INC.
    
    CALIFORNIA
    
    94-2303150QUEEN OF HEAVEN MORTUARY, INC.
    
    CALIFORNIA
    
    94-3281558RESURRECTION MORTUARY, INC.
    
    CALIFORNIA
    
    94-3281561RIVER CITIES FUNERAL CHAPEL, INC.
    
    CALIFORNIA
    
    68-0361610S.E. ACQUISITION OF CALIFORNIA, INC.
    
    CALIFORNIA
    
    72-1307437S.E. ACQUISITION OF DELANO, CALIFORNIA, INC.
    
    CALIFORNIA
    
    94-3289240S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC.
    
    CALIFORNIA
    
    72-1318639S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC.
    
    CALIFORNIA
    
    72-1313799S.E. ACQUISITION OF LOS OSOS MORTUARY AND
MEMORIAL PARK, INC.
    
    CALIFORNIA
    
    72-1312297S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC.
    
    CALIFORNIA
    
    94-3269965S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC.
    
    CALIFORNIA
    
    91-1751841SAN DIEGO CEMETERY ASSOCIATION
    
    CALIFORNIA
    
    95-2131281SAN FERNANDO MISSION MORTUARY, INC.
    
    CALIFORNIA
    
    94-3281557SANTA BARBARA FUNERAL SERVICES, INC.
    
    CALIFORNIA
    
    95-2485442SANTA CLARA MORTUARY, INC.
    
    CALIFORNIA
    
    77-0498848SCOVERN MORTUARY, A CALIFORNIA CORPORATION
    
    CALIFORNIA
    
    95-3780939SDCA HOLDINGS, INC.
    
    CALIFORNIA
    
    95-6062503SIMPLICITY PLAN OF CALIFORNIA, INC.
    
    CALIFORNIA
    
    68-0404445STEWART PRE-NEED SERVICES, INC.
    
    CALIFORNIA
    
    68-0404446




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State of
    
    I.R.S. EmployerIncorporation or
    
    IdentificationExact
Name of Additional Registrants*
    
    Formation
    
    NumberSTRICKLIN/SNIVELY MORTUARY
    
    CALIFORNIA
    
    95-2426875VICTOR V. DESROSIER, INC.
    
    CALIFORNIA
    
    95-1535997WALLACE E. WHITE & HOWARD J. CALLANAN, INC.
    
    CALIFORNIA
    
    95-1370180SENTINEL CREMATION SOCIETIES, INC.
    
    DELAWARE
    
    94-3085260A.P. BOZA FUNERAL HOME, INC.
    
    FLORIDA
    
    59-1237218ALL FAITHS MEMORIAL PARK, INC.
    
    FLORIDA
    
    59-1825207ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL
HOME, INC.
    
    FLORIDA
    
    59-1008713BALDWIN-FAIRCHILD FUNERAL HOMES, INC.
    
    FLORIDA
    
    59-2050710BAY AREA CREMATORY, INC.
    
    FLORIDA
    
    59-1706261BRUCE OCALA FUNERAL HOME, INC.
    
    FLORIDA
    
    59-2256460CEMETERY MANAGEMENT, INC.
    
    FLORIDA
    
    59-2200905CHAPEL HILL CEMETERY, INC.
    
    FLORIDA
    
    59-1036850CURRY & SON FUNERAL HOME, INC.
    
    FLORIDA
    
    59-2232961FLORIDA HILLS MEMORIAL GARDENS, INC.
    
    FLORIDA
    
    59-1472326GARDEN OF MEMORIES, INC.
    
    FLORIDA
    
    59-0259432GLEN HAVEN MEMORIAL PARK, INC.
    
    FLORIDA
    
    59-1280092GOOD SHEPHERD MEMORIAL GARDENS, INC.
    
    FLORIDA
    
    59-1157844HIGHLAND MEMORY GARDENS, INC. (FL)
    
    FLORIDA
    
    59-1311244HUBBELL FUNERAL HOME AND CREMATORY, INC.
    
    FLORIDA
    
    59-2031206KICLITER FUNERAL HOME, INC.
    
    FLORIDA
    
    65-0327962MADCEM OF FLORIDA, INC.
    
    FLORIDA
    
    59-2815682MEMORIAL PARK CEMETERY, INC.
    
    FLORIDA
    
    59-2977889MEMORIAL SUNSET PARK, INC.
    
    FLORIDA
    
    65-0103104OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC.
    
    FLORIDA
    
    59-2872325ROBERTS FUNERAL HOME, INC.
    
    FLORIDA
    
    59-3483106ROYAL PALM MEMORIAL GARDENS, INC.
    
    FLORIDA
    
    59-2741049S.E. BD TAMPA, INC.
    
    FLORIDA
    
    59-3054190S.E. DCG TAMPA, INC.
    
    FLORIDA
    
    59-3061484SEMORAN FUNERAL HOME, INC.
    
    FLORIDA
    
    59-2174496SOUTH DADE-PALMS MEMORIAL PARK, INC.
    
    FLORIDA
    
    59-0778117SYLVAN ABBEY MEMORIAL PARK, INC.
    
    FLORIDA
    
    59-0600575THE SIMPLICITY PLAN, INC.
    
    FLORIDA
    
    59-3506520TURNER CREMATORY, INC.
    
    FLORIDA
    
    59-2992267TURNER FUNERAL HOMES, INC.
    
    FLORIDA
    
    59-2109540WALSH & WOOD FUNERAL HOME, INC.
    
    FLORIDA
    
    59-0614284WOODLAWN MEMORY GARDENS, INC.
    
    FLORIDA
    
    59-0586203WOODLAWN PARK CEMETERY COMPANY
    
    FLORIDA
    
    59-0516280CHEATHAM HILL MEMORIAL PARK, INC.
    
    GEORGIA
    
    58-1354650EASTLAWN CORPORATION
    
    GEORGIA
    
    58-6017469GARNER FAMILY FUNERAL HOME, INC.
    
    GEORGIA
    
    58-2064086HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.
    
    GEORGIA
    
    58-2022340HAISTEN FUNERAL HOMES, INC.
    
    GEORGIA
    
    58-1421290HIGGINS AND SON FUNERAL HOME, INC.
    
    GEORGIA
    
    58-2425644HOLLY HILL MEMORIAL PARK, INC.
    
    GEORGIA
    
    58-1392485ROSE HAVEN FUNERAL HOME & CEMETERY, INC.
    
    GEORGIA
    
    59-3295367S.E. ACQUISITION OF LITHONIA, GEORGIA, INC.
    
    GEORGIA
    
    58-2212760S.E. FUNERAL HOMES OF ILLINOIS, INC.
    
    ILLINOIS
    
    36-3199562KNUTSON FUNERAL HOMES, INC.
    
    IOWA
    
    42-0951378PAULEY FUNERAL HOME, INC.
    
    IOWA
    
    42-1029161RUNYAN MANGOLD, INC.
    
    KANSAS
    
    48-0922874ACME MAUSOLEUM CORPORATION
    
    LOUISIANA
    
    72-1149943ENDURING MEMORIES, INC.
    
    LOUISIANA
    
    20-5351506EMPRESAS STEWART  CEMENTERIOS, INC.
    
    LOUISIANA
    
    72-1244353




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##### Table of Contents



State of
    
    I.R.S. EmployerIncorporation or
    
    IdentificationExact Name of Additional Registrants*
    
    Formation
    
    NumberEMPRESAS STEWART  FUNERARIAS, INC.
    
    LOUISIANA
    
    72-1246744LAKE LAWN METAIRIE FUNERAL HOME (JOINT
VENTURE)
    
    LOUISIANA
    
    72-0851803S.E. AUSTRALIA, INC.
    
    LOUISIANA
    
    72-1283266S.E. CEMETERIES OF LOUISIANA, INC.
    
    LOUISIANA
    
    72-0684451S.E. FUNERAL HOMES OF LOUISIANA, INC.
    
    LOUISIANA
    
    72-1114514S.E. SOUTH-CENTRAL, INC.
    
    LOUISIANA
    
    72-1239618STEWART ENTERPRISES (EUROPE), INC.
    
    LOUISIANA
    
    72-1358384STEWART RESOURCE CENTER, INC.
    
    LOUISIANA
    
    72-0114030STEWART SERVICES, INC.
    
    LOUISIANA
    
    72-1346587BOUNDS FUNERAL HOME, INC.
    
    MARYLAND
    
    52-1630262CEDAR HILL CEMETERY COMPANY, INC.
    
    MARYLAND
    
    52-1602271CREST LAWN MEMORIAL GARDENS, INC.
    
    MARYLAND
    
    52-1602272DRUID RIDGE CEMETERY COMPANY
    
    MARYLAND
    
    52-0297170FORT LINCOLN CEMETERY, INC.
    
    MARYLAND
    
    52-1376288FORT LINCOLN FUNERAL HOME, INC.
    
    MARYLAND
    
    52-0703419GALLERY GRANITE CORPORATION
    
    MARYLAND
    
    52-1988923HILLCREST MEMORIAL CEMETERY, INC.
    
    MARYLAND
    
    52-0625906HINES-RINALDI FUNERAL HOME, INC.
    
    MARYLAND
    
    52-0959564JOHN M. TAYLOR FUNERAL HOME, INC.
    
    MARYLAND
    
    52-0744522LOUDON PARK CEMETERY COMPANY
    
    MARYLAND
    
    52-0395020LOUDON PARK FUNERAL HOME, INC.
    
    MARYLAND
    
    52-0559766NATIONAL HARMONY MEMORIAL PARK, INC.
    
    MARYLAND
    
    53-0260676PARKLAWN, INC.
    
    MARYLAND
    
    52-0702108PARKWOOD MANAGEMENT COMPANY
    
    MARYLAND
    
    52-1512350S.E. MID-ATLANTIC, INC.
    
    MARYLAND
    
    52-1602273SIMPLE TRIBUTE OF MARYLAND, INC.
    
    MARYLAND
    
    52-0581481THE PARKWOOD CEMETERY COMPANY
    
    MARYLAND
    
    52-0439130WILLIAM W. CHAMBERS, INC.
    
    MARYLAND
    
    53-0239999LAKEWOOD MEMORIAL PARK, INC.
    
    MISSISSIPPI
    
    64-0188145D.W. NEWCOMERS SONS, INC.
    
    MISSOURI
    
    43-1843891DWN PROPERTIES, INC.
    
    MISSOURI
    
    43-1450708FUNERAL SECURITY PLANS, INC.
    
    MISSOURI
    
    44-0664950THE LINCOLN MEMORIAL PARK CEMETERY
ASSOCIATION
    
    NEBRASKA
    
    47-0222120RENO MEMORIAL, INC.
    
    NEVADA
    
    16-1083308S.E.N.S. OF NEVADA, INC.
    
    NEVADA
    
    88-0285085S.E. ACQUISITION OF NEVADA, INC.
    
    NEVADA
    
    88-0397289S.E. ACQUISITION OF RENO, NEVADA, INC.
    
    NEVADA
    
    88-0405123GORNY & GORNY PATERSON-CLIFTON MORTUARY
    
    NEW JERSEY
    
    22-1851465S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC.
    
    NEW JERSEY
    
    22-3620444S.E. ACQUISITION OF SANTA FE, NEW MEXICO, INC.
    
    NEW MEXICO
    
    62-1688895C.J. APPLEGATE AND SONS, INC.
    
    NEW YORK
    
    15-0611808CORNELL & DAGGETT, INC.
    
    NEW YORK
    
    16-0393170GARDINIER COLLETTI MEMORIAL HOME, INC.
    
    NEW YORK
    
    16-1083308MURPHY FUNERAL SERVICE, INC.
    
    NEW YORK
    
    16-1154577OTTO REDANZ FUNERAL HOME, INC.
    
    NEW YORK
    
    16-0843505S.E. ACQUISITION OF FREDONIA, NEW YORK, INC.
    
    NEW YORK
    
    52-2073694STRONG & BURNS FUNERAL HOME, INC.
    
    NEW YORK
    
    16-1449371CATAWBA MEMORIAL PARK, INC.
    
    NORTH CAROLINA
    
    56-1186602EVANS FUNERAL HOME, INC.
    
    NORTH CAROLINA
    
    56-1766627GARRETT  HILLCREST, INC.
    
    NORTH CAROLINA
    
    56-0497389MCLAURINS FUNERAL HOME, INC.
    
    NORTH CAROLINA
    
    56-0774793MONTLAWN MEMORIAL PARK, INC.
    
    NORTH CAROLINA
    
    56-1338130S.E. CEMETERIES OF NORTH CAROLINA, INC.
    
    NORTH CAROLINA
    
    56-0320583S.E. FUNERAL HOMES OF NORTH CAROLINA, INC.
    
    NORTH CAROLINA
    
    56-1415185




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##### Table of Contents



State of
    
    I.R.S. EmployerIncorporation or
    
    IdentificationExact Name of Additional Registrants*
    
    Formation
    
    NumberAMLING/SCHROEDER FUNERAL SERVICE, INC.
    
    OREGON
    
    93-1181655CASCADE CREMATORY, INC.
    
    OREGON
    
    93-1179976CHAPEL OF THE ROSES, INC.
    
    OREGON
    
    93-0474022CHAPEL OF THE VALLEY FUNERAL HOME, INC.
    
    OREGON
    
    93-1162684DUTTON, INC.
    
    OREGON
    
    93-1064740J.P. FINLEY AND SON MORTUARY, INC.
    
    OREGON
    
    93-1066620S.E. ACQUISITION OF MYRTLE CREEK, OREGON, INC.
    
    OREGON
    
    93-1204595S.E. ACQUISITION OF OREGON, INC.
    
    OREGON
    
    93-1187545S.E. ACQUISITION OF REEDSPORT, OREGON, INC.
    
    OREGON
    
    91-1852408S.E. BEND NR, INC.
    
    OREGON
    
    93-0497426S.E. BEND TDHM, INC.
    
    OREGON
    
    93-1136418S.E. GREENWOOD, INC.
    
    OREGON
    
    93-0179035SUNSET HILLS MEMORIAL PARK
    
    OREGON
    
    93-0395535BENJAMIN FRANKLIN P. M., INC.
    
    PENNSYLVANIA
    
    36-3410961GEORGE WASHINGTON MEMORIAL PARK, INC.
    
    PENNSYLVANIA
    
    23-1196097KIRK & NICE SUBURBAN CHAPEL, INC.
    
    PENNSYLVANIA
    
    23-1322135KIRK & NICE, INC.
    
    PENNSYLVANIA
    
    23-1543090PET HAVEN, INC.
    
    PENNSYLVANIA
    
    23-1954580S.E. ACQUISITION OF PENNSYLVANIA, INC.
    
    PENNSYLVANIA
    
    23-2774157SUNSET MEMORIAL PARK COMPANY
    
    PENNSYLVANIA
    
    23-1137620DUNBAR FUNERAL HOME, INC.
    
    SOUTH CAROLINA
    
    57-0283484S.E. CEMETERIES OF SOUTH CAROLINA, INC.
    
    SOUTH CAROLINA
    
    57-1019419S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC.
    
    SOUTH CAROLINA
    
    57-0994297S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC.
    
    SOUTH CAROLINA
    
    57-0509513MONTE VISTA BURIAL PARK, INC.
    
    TENNESSEE
    
    62-0298090MT. JULIET MEMORIAL GARDENS, INC.
    
    TENNESSEE
    
    62-0816875NAVE FUNERAL HOME OF LEBANON, INC.
    
    TENNESSEE
    
    72-1411524S.E. COMBINED SERVICES OF TENNESSEE, INC.
    
    TENNESSEE
    
    62-0453134S.E. FUNERAL HOMES OF TENNESSEE, INC.
    
    TENNESSEE
    
    62-0946762THE NASHVILLE HISTORIC CEMETERY ASSOCIATION,
INC.
    
    TENNESSEE
    
    62-1455239ABBEY PLAN OF TEXAS, INC.
    
    TEXAS
    
    74-2869205BELEW FUNERAL HOME, INC.
    
    TEXAS
    
    75-2579187EMERALD HILLS FUNERAL CORPORATION
    
    TEXAS
    
    75-2153941GUARDIAN CREMATION SOCIETY, INC.
    
    TEXAS
    
    75-2783157LYONS FUNERAL HOME, INC.
    
    TEXAS
    
    75-2552395PASADENA FUNERAL HOME, INC.
    
    TEXAS
    
    75-2640884S.E. CEMETERIES OF TEXAS, INC.
    
    TEXAS
    
    75-1506921S.E. FUNERAL HOMES OF TEXAS, INC.
    
    TEXAS
    
    75-0948243SIMPLICITY PLAN OF TEXAS, INC.
    
    TEXAS
    
    75-2317933CLINCH VALLEY MEMORIAL CEMETERY, INC.
    
    VIRGINIA
    
    54-1406409EVERLY FUNERAL HOMES, INCORPORATED
    
    VIRGINIA
    
    54-0611646EVERLY PFP, INC.
    
    VIRGINIA
    
    54-1425591MONTICELLO MEMORY GARDENS, INC.
    
    VIRGINIA
    
    55-0590890S.E. CEMETERIES OF VIRGINIA, INC.
    
    VIRGINIA
    
    54-0832763S.E. FUNERAL HOMES OF VIRGINIA, INC.
    
    VIRGINIA
    
    54-0718777CREMATION SOCIETY NORTHWEST, INC.
    
    WASHINGTON
    
    91-1689873E.R. BUTTERWORTH & SONS
    
    WASHINGTON
    
    91-0161720S.E. ACQUISITION OF WASHINGTON, INC.
    
    WASHINGTON
    
    91-1869762S.E.E.S. OF VANCOUVER, INC.
    
    WASHINGTON
    
    91-1435155BARTLETT-BURDETTE-COX FUNERAL HOME, INC.
    
    WEST VIRGINIA
    
    55-0568150CASDORPH & CURRY FUNERAL HOME, INC.
    
    WEST VIRGINIA
    
    55-0721178




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##### Table of Contents



State of
    
    I.R.S. EmployerIncorporation or
    
    IdentificationExact Name of Additional Registrants*
    
    Formation
    
    NumberEASTERN CEMETERY ASSOCIATES, INC.
    
    WEST VIRGINIA
    
    55-0548764KANAWHA PLAZA PARTNERSHIP
    
    WEST VIRGINIA
    
    55-0540511KLINGEL-CARPENTER MORTUARY, INC.
    
    WEST VIRGINIA
    
    55-0460584LOI CHARLESTON, INC.
    
    WEST VIRGINIA
    
    55-0722745NATIONAL EXCHANGE TRUST, LTD.
    
    WEST VIRGINIA
    
    55-0579178NATIONAL FUNERAL SERVICES, INCORPORATED
    
    WEST VIRGINIA
    
    55-0604593S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.
    
    WEST VIRGINIA
    
    55-0764400S.E. CEMETERIES OF WEST VIRGINIA, INC.
    
    WEST VIRGINIA
    
    55-0418939S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.
    
    WEST VIRGINIA
    
    55-0526285WILSON FUNERAL HOME, INC.
    
    WEST VIRGINIA
    
    55-0329572S.E. CEMETERIES OF WISCONSIN, INC.
    
    WISCONSIN
    
    39-1147526Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.Opinion of Davis, Polk & WardwellComputation of Ratio of Earnings to Fixed ChargesConsent of Independent Registered Public Accounting FirmStatement of Eligibility of Trustee on Form T-1
  
 *
    
    The address for each of the additional registrants is 1333 South Clearview Parkway,
Jefferson, LA 70121, telephone (504) 729-1400.




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Stewart Enterprises, Inc.
 $125,000,000 3.125% Senior Convertible Notes due 2014
$125,0000,000 3.375% Senior Convertible Notes due 2016
Class A Common Stock Issuable Upon Conversion of the Notes
  Convertibility of the Notes:
   Purchase of Notes by Us for Cash at the Option of Holders Upon a Fundamental Change:
    Investing in the notes and Class A common stock involves risks that are described in the Risk
Factors section beginning on page 9 of this prospectus.
 
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 Table of Contents
 PageForward-Looking Statements
    
    
    2Summary
    
    
    3Risk Factors
    
    
    9Purchase Of Call Options And Sale Of Warrants Transactions
    
    
    21Use Of Proceeds
    
    
    21Ratio Of Earnings To Fixed Charges
    
    
    22Description Of Notes
    
    
    23Material U.S. Federal Income Tax Considerations
    
    
    47Certain Erisa Considerations
    
    
    53Selling Securityholders
    
    
    54Plan Of Distribution
    
    
    60Legal Matters
    
    
    61Experts
    
    
    61Where You Can Find More Information
    
    
    61Incorporation Of Certain Documents By Reference
    
    
    61
 You should rely only on the information contained or incorporated by reference in this
prospectus. We have not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. You
should assume that the information appearing in this prospectus and the documents incorporated by
reference are accurate only as of the date of this prospectus or the respective document
incorporated by reference, as the case may be. Our business, financial condition, results of
operations and prospects may have changed since those dates.
 
 
 FORWARD-LOOKING STATEMENTS
   2




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SUMMARY
 This summary represents highlights of information contained elsewhere or incorporated by
reference in this prospectus. This summary is not complete and does not contain all of the
information that you should consider before investing in the notes or Class A common stock. You
should read the entire prospectus carefully, including Risk Factors and our financial statements
and notes to those financial statements, which are incorporated by reference, and other information
appearing elsewhere or incorporated by reference in this prospectus. References in this prospectus
to Stewart Enterprises, Stewart, we, us and our refer to Stewart Enterprises, Inc. and
its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
References in the prospectus to our common stock refer to our Class A common stock, unless
otherwise indicated or the context otherwise requires.
 Stewart Enterprises, Inc.
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The Notes and Class A Common Stock
 The following summary contains basic information about the notes and our Class A common stock
that may be issued upon conversion of the notes, and is not intended to be complete. It does not
contain all the information that may be important to you. For a more complete understanding of the
notes, please refer to the section of this prospectus entitled Description of Notes. For a more
complete understanding of our Class A common stock, please see the description of our Class A
common stock in our registration statement on Form 8-A/A dated June 21, 2007, which is incorporated
by reference in this prospectus. As used in this portion of the prospectus, the words the
company, we, us, our, or Stewart Enterprises refer only to Stewart Enterprises, Inc. and
do not include any of our current or future subsidiaries.
 The Notes
    
    $125,000,000 aggregate principal amount of 3.125% Senior Convertible
Notes due 2014 and $125,000,000 aggregate principal amount of 3.375%
Senior Convertible Notes due 2016.Maturity Dates
    
    July 15, 2014 for the 2014 notes and July 15, 2016 for the 2016 notes.Interest and Payment Dates
    
    3.125% per year, with respect to the 2014 notes, and 3.375% per year,
with respect to the 2016 notes, in each case payable semi-annually in
arrears in cash on January 15 and July 15 of each year, beginning
January 15, 2008.Guarantees
    
    The notes are fully and unconditionally guaranteed, jointly and
severally, on an unsecured senior basis, by all of our subsidiaries
that are guarantors of our 6.25% Senior Notes due 2013, except for
three immaterial non-wholly owned subsidiaries and any future
non-wholly owned subsidiaries. See Description of Notes 
Guarantees.Conversion Rights
    
    Holders may convert their notes during the term of the notes on any
business day prior to the close of business on the business day
before the maturity date based on the applicable conversion rate only
under the following circumstances:     during any fiscal quarter beginning after October 31, 2007, and
only during such fiscal quarter, if the closing price of our common
stock for at least 20 trading days in the 30 consecutive trading days
ending on the last trading day of the immediately preceding fiscal
quarter is more than 130% of the conversion price per share (which
conversion price per share is equal to $1,000 divided by the then
applicable conversion rate);     during the five business day period after any period of five
consecutive trading days in which the trading price per $1,000
principal amount of notes for each trading day of that period was
less than 95% of the product of the closing price of our common stock
for each trading day of that period and the then applicable
conversion rate for the applicable series of notes;
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     if specified distributions to holders of our common stock are made;     if a fundamental change occurs; or     with respect to the 2014 notes, at any time beginning on June 15,
2014, and with respect to the 2016 notes, at any time beginning on
June 15, 2016, and ending, in each case, at the close of business on
the business day immediately preceding the applicable maturity date.The initial conversion rate for the 2014 notes is 90.4936 shares of
common stock per $1,000 principal amount of notes. This is equivalent
to an initial conversion price of approximately $11.05 per share of
common stock.The initial conversion rate for the 2016 notes is 90.4936 shares of
common stock per $1,000 principal amount of notes. This is equivalent
to an initial conversion price of approximately $11.05 per share of
common stock.Upon conversion of each $1,000 principal amount of notes, a holder
will receive, in lieu of common stock, an amount in cash equal to the
lesser of (1) $1,000 or (2) the conversion value, determined in the
manner set forth in this prospectus, of a number of shares equal to
the conversion rate. If the conversion value exceeds $1,000, we will
also deliver, at our election, cash or common stock or a combination
of cash and common stock with respect to the value of such excess
amount, subject to certain limitations as described under 
Description of Notes  Conversion Rights  General.Make Whole Premium
    
    If a holder elects to convert its notes in connection with certain
transactions occurring on or before the maturity date that constitute
a fundamental change, we will pay, as and to the extent described in
this prospectus, a make whole premium on notes converted in
connection with such transactions by increasing the conversion rate
applicable to the applicable series of notes.The amount of the increase in the applicable conversion rate, if any,
will be based on the price of our common stock paid, or deemed paid,
in the transaction and the effective date of the fundamental change.
A description of how the increase in the applicable conversion rate
will be determined and a table showing the increase that would apply
at various common stock prices and fundamental change effective dates
are set forth under Description of Notes  Determination of Make
Whole Premium.Purchase of Notes by Us
for Cash at the Option of
Holders Upon a
Fundamental Change
    
    Upon specified fundamental change events, holders will have the
option to require us to purchase for cash all or any portion of their
notes at a price equal to 100% of the principal amount of the notes
plus accrued and unpaid interest, if any, to, but excluding, the
fundamental change purchase date. See Description of Notes 
Purchase of Notes by Us for Cash at the Option of Holders Upon a
Fundamental Change.Ranking
    
    The notes are our senior unsecured obligations and rank:     senior to any future indebtedness that is expressly subordinated to
the notes;     equally in right of payment with our existing and future senior
unsecured indebtedness; and
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     effectively junior to all of our existing and future secured
obligations to the extent of the value of the assets securing such
obligations and to the indebtedness and other liabilities of our
non-guarantor subsidiaries.Similarly, the guarantees rank:     senior to any future indebtedness that is expressly subordinated to
the guarantees of such subsidiaries;     equally in right of payment with the existing and future senior
indebtedness of such subsidiaries; and     effectively junior to all of the existing and future secured
obligations of such subsidiaries to the extent of the value of the
assets securing such obligations.Rights of Holders of
Class A common stock and
Class B common stock
    
    The rights of holders of Class A common stock and Class B common
stock are essentially identical, except that holders of Class A
common stock are entitled to one vote per share and holders of Class
B common stock are entitled to ten votes per share. The Class B
common stock is freely convertible into an equal number of shares of
Class A common stock. Each share of Class B common stock is
automatically converted into one share of Class A common stock upon
transfer to persons other than permitted transferees of Frank B.
Stewart, Jr., as defined in our articles of incorporation. As of
July 31, 2007, by virtue of his beneficial ownership of outstanding
Class A and Class B common shares, Mr. Stewart controlled
approximately 33 percent of our total voting power and held
approximately 11 percent of our outstanding equity.Use of Proceeds
    
    We will not receive any of the proceeds from the sale by the selling
securityholders of the notes or the common stock issuable upon
conversion of the notes.Registration Rights
    
    We have filed a shelf registration statement, of which this
prospectus is a part, under the Securities Act of 1933 relating to
the resale of the notes and common stock issuable upon conversion of
the notes. We will keep the shelf registration statement effective
until the earlier of (i) the sale pursuant to the shelf registration
statement of all of the notes and/or the shares of common stock
issuable upon conversion of the notes, (ii) the expiration of the
holding period applicable to such securities held by non-affiliates
under Rule 144(k) under the Securities Act of 1933, or any successor
provision, and (iii) June 27, 2009. We will be required to pay
additional interest, subject to some limitations, to the holders of
the notes if this registration statement does not remain effective as
required. See Description of Notes  Registration Rights.
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DTC Eligibility
    
    Each series of the notes was
issued in fully registered
book-entry form and is
represented by permanent
global notes without coupons.
Global notes were deposited
with a custodian for, and
registered in the name of a
nominee of, The Depository
Trust Company, or DTC, in New
York, New York. Beneficial
interests in global notes will
be shown on, and transfers
thereof will be effected only
through, records maintained by
DTC and its direct and
indirect participants, and
your interest in the global
notes may not be exchanged for
certificated notes, except in
limited circumstances
described in this prospectus.
See Description of Notes 
Global Notes; Book-Entry
Form.Form and Denomination
    
    The notes are issued in
minimum denominations of
$1,000 and in any integral
multiple of $1,000.Trading
    
    The notes will not be listed
on any securities exchange or
quoted through any automated
quotation system. However, the
notes that were issued in the
private placement are eligible
for trading in The PORTAL
Market.NASDAQ Trading Symbol for Common Stock
    
    Our common stock is listed on
the NASDAQ Global Select
Market under the symbol
STEI.Material U.S. Federal Income Tax
Considerations
    
    See Material U.S. Federal
Income Tax Considerations for
a discussion of the tax
considerations applicable to
the purchase, ownership and
conversion of the notes.Risk Factors
    
    See Risk Factors beginning
on page 9 of this prospectus
and other information included
or incorporated by reference
in this prospectus for a
discussion of the factors you
should carefully consider
before deciding to invest in
the notes or common stock.
 Purchase of Call Options and Sale of Warrants Transactions
    
    
    were expected to enter into various over-the-counter derivative transactions or
purchase our Class A common stock in secondary market transactions at or about the time
of the pricing of the notes on June 21, 2007; and
    
    subsequently may have entered into or in the future may enter into or unwind
various over-the-counter derivatives or purchase or sell our Class A common stock in
secondary market transactions, including during any conversion reference period with
respect to a conversion of notes.
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RISK FACTORS
 Any investment in our notes or our Class A common stock involves a high degree of risk. You
should consider the risks described below carefully and all of the information contained in this
prospectus before deciding whether to purchase our notes or our Class A common stock, or to convert
the notes into Class A common stock. The risks and uncertainties described below are not the only
risks and uncertainties we face. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our business operations. If any of the following
risks actually occur, our business, financial condition and results of operations would suffer. In
that event, the price of the notes and our Class A common stock could decline, and you may lose all
or part of your investment in the notes and our Class A common stock. The risks discussed below
also include forward-looking statements and our actual results may differ substantially from those
discussed in these forward-looking statements. See Forward-Looking Statements.
 Risks Related to the Notes
 The notes and guarantees are unsecured, and the notes are effectively subordinated to our secured
indebtedness and the guarantees are effectively subordinated to the guarantors secured
indebtedness.
     Stewart is a holding company and depends on cash flows from subsidiaries to meet its obligations.
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There are no restrictive covenants in the indentures for the notes relating to our ability to
incur future indebtedness or complete other transactions.
  Fluctuations in the price of our Class A common stock may prevent you from being able to convert
the notes and may impact the price of the notes and make them more difficult to resell.
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The make whole premium that may be payable upon conversion in connection with certain change in
control transactions may not adequately compensate you for the lost option time value of your
notes as a result of such change in control.
  We could enter into various transactions, such as acquisitions, refinancings, recapitalizations
or other highly leveraged transactions, which would not constitute a fundamental change under the
terms of the notes, but which could nevertheless increase the amount of our outstanding debt at
such time, or adversely affect our capital structure or credit ratings, or otherwise adversely
affect holders of the notes.
  We may not have the ability to purchase notes when required under the terms of the notes.
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We may not be able to pay the cash portion of the conversion price pursuant to any conversion of
the notes.
   The guarantees may not be enforceable because of fraudulent conveyance laws.
  
    
    received less than reasonably equivalent value or fair consideration for the
guarantee; or
    
    issued the guarantee with the intent of hindering, delaying or defrauding its
present or future creditors; and
 
    
    was insolvent or rendered insolvent as a result of issuing the
guarantees;
    
    was engaged in a business or transaction for which that guarantor
subsidiarys remaining assets constituted unreasonably small capital; or
    
    intended to incur, or believed that it would incur, debts beyond its
ability to pay those debts as they matured,
   
    
    the sum of its debts, including contingent liabilities, was greater than the
saleable value of all of its assets at a fair valuation;
    
    the present fair saleable value of its assets was less than the amount that
would be required to pay its probable liability on its existing debts, including
contingent liabilities, as they become absolute and mature; or
    
    it could not pay its debts as they become due.
 You should consider the U.S. federal income tax consequences of owning the notes.
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You may be subject to tax upon an adjustment to the conversion rate of the notes, even though you
will not receive a corresponding cash distribution.
  Our call options and warrants transactions may affect the value of the notes and the trading
price of our Class A common stock.
   
    
    were expected to enter into various over-the-counter derivative transactions or
purchase our Class A common stock in secondary market transactions at or about the time
of the pricing of the notes on June 21, 2007; and
    
    subsequently may have entered into or in the future may enter into or unwind
various over-the-counter derivatives or purchase or sell our Class A common stock in
secondary market transactions following the pricing of the notes, including during any
conversion reference period with respect to a conversion of notes.
   An active trading market for the notes may not develop, and the absence of an active trading
market and other factors may adversely impact the price of the notes.
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If you hold notes, you are not entitled to any rights with respect to our Class A common stock,
but you are subject to all changes made with respect to our Class A common stock.
  Failure to comply with covenants in our existing or future financing agreements could result in
cross-defaults under some of our financing agreements, which cross-defaults could jeopardize our
ability to satisfy our obligations under the notes.
  The accounting method for the notes is subject to change. Proposed new rules, if adopted, would
substantially increase our reported interest expense relating to the notes.
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Risks Related to Our Business
 From fiscal years 1994 to 2004, we experienced a decline in funeral call volume due to many
factors, such as the number of deaths and competition in our markets, our ability to identify
changing consumer preferences and various other factors, some of which are beyond our control.
  Our business is subject to the risk of losses due to hurricanes.
   We may experience declines in preneed sales due to numerous factors, including a weakening
economy. Declines in preneed property sales would reduce current revenue. Declines in preneed
funeral and cemetery service and merchandise sales would reduce our backlog and could reduce our
future revenues and market share.
  Price competition could reduce market share or cause us to reduce prices to retain or recapture
market share, either of which could reduce revenues and margins.
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Increased advertising and better marketing by competitors, as well as increased offering of
products or services over the Internet, could cause us to lose market share and revenues or cause
us to incur increased costs in order to retain or recapture market share.
  If we are not able to respond effectively to changing consumer preferences, our market share,
revenues and profitability could decrease.
  Earnings
from and principal of trusts and escrow accounts could be reduced by changes in stock
and bond prices and interest and dividend rates.
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Increased preneed sales may have a negative impact on cash flow and earnings.
  Increased costs may have a negative impact on earnings and cash flows.
  Our Chairman may have a significant and disproportionate influence on the outcome of election of
directors and other matters presented for a vote of shareholders and this control may be
exercised in a manner that may conflict with the interests of shareholders.
  Servicing our debt will require a significant amount of cash, and our ability to generate
sufficient cash depends on many factors, some of which are beyond our control.
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Our ability to maintain compliance with our covenants under our senior secured credit facility
and 6.25% senior notes is dependent upon many factors. Covenant restrictions may also limit our
ability to operate our business.
   Unanticipated litigation or negative developments in pending litigation or the SEC investigation
could have a material adverse effect on our financial statements.
  We may not be able to consummate significant acquisitions successfully.
  The application of generally accepted accounting principles to our business is complex, and we
have had significant changes in the application of generally accepted accounting principles to
our business. No assurances can be given that we will not face similar issues in the future.
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Risks Related to the Death Care Industry
 Declines in the number of deaths in our markets can cause a decrease in revenues. Changes in the
number of deaths are not predictable from market to market or over the short term, and reliable
statistics on deaths in particular markets can be difficult to obtain.
   We have experienced an increase in the proportion of lower-priced, non-traditional funeral
services and direct cremations, which we believe is part of the continuing national trend toward
increased cremation.
  Because the funeral and cemetery businesses are high fixed-cost businesses, positive or negative
changes in revenue can have a disproportionately large effect on cash flow and profits.
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Changes or increases in, or failure to comply with, regulations applicable to our business could
increase costs or decrease cash flows.
   Risks Related to Our Class A Common Stock
 The payment of dividends on our common stock in the future is subject to uncertainties.
  The price of shares of our Class A common stock may fluctuate significantly in the future, and
you could lose all or a part of your investment.
  
    
    our operating results;
    
    news announcements regarding the death care industry in general, or regarding
our competitors, customers or suppliers;
    
    general stock and bond market conditions;
    
    changes in earnings estimates by securities analysts or our ability to meet those estimates;
    
    changes in government regulations;
    
    unanticipated litigation or unanticipated outcomes of pending litigation or the SEC investigation; or
    
    other factors beyond our control.
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We can issue preferred stock without your approval, which could materially adversely affect the
rights of common shareholders.
  Certain provisions of our articles of incorporation, bylaws and Rights Agreement may tend to
deter potential unsolicited offers or other efforts to obtain control of our company.
  
 PURCHASE OF CALL OPTIONS AND SALE OF WARRANTS TRANSACTIONS
     
 USE OF PROCEEDS
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RATIO OF EARNINGS TO FIXED CHARGES
  Nine Months Ended
    
    Years Ended October 31,July 31, 2007
    
    2006
    
    2005
    
    2004
    
    2003
    
    20023.24(1)(2)
    
    
    2.83
    (1)(3)
    
    
    1.36
    (4)(8)
    
    
    1.98
    (5)
    
    
    1.08
    (6)
    
    
    1.27
    (7)(8)
 
 (1)
    
    The ratio of earnings to fixed charges on a pro forma basis giving
effect to the offering of the notes and the prepayment of our Term
Loan B for fiscal year ended October 31, 2006 and the nine-month
period ended July 31, 2007 would have been 3.13 and 3.49,
respectively.(2)
    
    Pretax earnings for the nine months ended July 31, 2007 include a
charge of $2.3 million related to Hurricane Katrina, a charge of $0.6
million for separation charges primarily related to separation pay of
a former executive officer who retired in the first quarter of 2007
and $0.7 million for the loss on early extinguishment of debt related
to the June 2007 senior convertible debt transactions.(3)
    
    Pretax earnings for fiscal year 2006 include a net recovery of $1.6
million related to Hurricane Katrina, business interruption insurance
proceeds of $3.2 million related to Hurricane Katrina, a charge of
$1.0 million for separation charges related to the July 2005
restructuring of our divisions and the retirement of an executive
officer and gains on dispositions, net of impairment losses of ($0.3)
million.(4)
    
    Pretax earnings for fiscal year 2005 include a charge of $9.4 million
for expenses related to Hurricane Katrina, a charge of $1.5 million
for separation charges related to the July 2005 restructuring of our
divisions, $1.2 million of gains on dispositions, net of impairment
losses and $32.8 million for the loss on early extinguishment of debt
related to the 2005 debt refinancings.(5)
    
    Pretax earnings for fiscal year 2004 include separation charges of
$3.4 million for severance and other costs related to workforce
reductions announced in December 2003 and separation pay to a former
executive officer and ($0.2) million in gains on dispositions, net of
impairment losses.(6)
    
    Pretax earnings for fiscal year 2003 include a charge of $11.3 million
for the loss on early extinguishment of debt in connection with
redemption of the ROARS, a noncash charge of $9.6 million for
long-lived asset impairment and a charge of $2.5 million for
separation payments to former executive officers.(7)
    
    Pretax earnings for fiscal year 2002 include a noncash charge of $18.5
million in connection with the write-down of assets held for sale.(8)
    
    Excludes the cumulative effect of change in accounting principles.  22




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DESCRIPTION OF NOTES
    General
     provided however
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Ranking
  
    
    pari passu in right of payment with all other indebtedness of Stewart
Enterprises that is not by its terms expressly subordinated to other indebtedness of
Stewart Enterprises;
    
    senior in right of payment to all indebtedness of Stewart Enterprises that is,
by its terms, expressly subordinated to the senior indebtedness of Stewart Enterprises;
and
    
    effectively junior to the secured indebtedness of Stewart Enterprises to the
extent of the value of the collateral securing such indebtedness and to the
indebtedness and other liabilities of our non-guarantor subsidiaries.
  Guarantees
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
    
    pari passu in right of payment with all other indebtedness of the guarantor
that is not by its terms expressly subordinated to other indebtedness of the guarantor;
    
    senior in right of payment to all indebtedness of the guarantor that is, by its
terms, expressly subordinated to the senior indebtedness of the guarantor; and
    
    effectively junior to the secured indebtedness of the guarantor to the extent
of the value of the collateral securing such indebtedness.
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Conversion Rights
 General
   
    
    cash in an amount equal to the lesser of (1) $1,000 and (2) the conversion
value, as defined below; and
    
    if the conversion value is greater than $1,000, a number of shares of our
common stock, which we refer to as the remaining shares, equal to the sum of the
daily share amounts, as defined below, for each of the 40 consecutive trading days in
the conversion reference period, as defined below, appropriately adjusted to reflect
events occurring during the conversion reference period that would result in a
conversion rate adjustment (subject to our right to deliver cash in lieu of all or a
portion of such remaining shares as described below); provided that the number of
remaining shares per $1,000 principal amount of notes (including cash in lieu thereof)
will not exceed 100 shares, subject to adjustment in the manner set forth in paragraphs
(i) through (iii) under  Conversion Rate Adjustments below.
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
    
    for notes that are converted during the one month period prior to the maturity
date of the notes, the 40 consecutive trading days beginning on the 42nd scheduled
trading day prior to the maturity date, subject to any extension due to a market
disruption event; and
    
    in all other instances, the 40 consecutive trading days beginning on the third
trading day following the conversion date.
   (volume weighted average price per share for such trading day × applicable conversion rate)  $1,000
     provided however
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Conversion Based on Common Stock Price
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Conversion Based on Trading Price of Notes
  provided
  Conversion Upon Certain Distributions
  
    
    any rights entitling them to purchase, for a period expiring within 45 days of
distribution, common stock, or securities convertible into common stock, at less than,
or having a conversion price per share less than, the closing price of our common stock
on the trading day immediately preceding the declaration date for such distribution; or
    
    cash, debt securities, other assets or rights to purchase our securities, which
distribution has a per share value as determined by our board of directors exceeding
15% of the closing price of our common stock on the trading day immediately preceding
the declaration date for such distribution,
  Conversion Upon a Fundamental Change
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Conversion at Maturity
  Conversion Procedures
  
    
    complete and manually sign a conversion notice, a form of which is on the back
of the note, and deliver the conversion notice to the conversion agent;
    
    surrender the note to the conversion agent;
    
    if required by the conversion agent, furnish appropriate endorsements and transfer documents;
    
    if required, pay funds equal to interest payable on the next interest payment
date to which a holder is not entitled; and
    
    if required, pay all transfer or similar taxes.
  
    
    to satisfy our obligation to pay the principal amount of a note; and
    
    to satisfy our obligation to pay accrued and unpaid interest.
 provided
 
    
    in connection with a conversion following the regular record date preceding the
maturity date for the applicable series of notes;
    
    if we have specified a fundamental change purchase date that is after a regular
record date and on or prior to the corresponding interest payment date; or
 
    
    to the extent of any overdue interest, if any overdue interest exists at the
time of conversion with respect to such note.
 30




---



##### Table of Contents



Conversion Rate Adjustments
   1 0 1 0
  0
 1
 0
 1
   31




---



##### Table of Contents



CR1
    
    =
    
    CR0 × (OS0 + X)/(OS0 + Y)whereCR0
    
    =
    
    the conversion rate in effect immediately prior to the adjustment relating to such eventCR1
    
    =
    
    the new conversion rate taking such event into accountOS0
    
    =
    
    the number of shares of our common stock outstanding immediately prior to such eventX
    
    =
    
    the total number of shares of our common stock issuable pursuant to such rights,
warrants, options, other securities or convertible securitiesY
    
    =
    
    the number of shares of our common stock equal to the quotient of (A) the aggregate
price payable to exercise such rights, warrants, options, other securities or
convertible securities and (B) the average of the closing prices of our common stock
for the 10 consecutive trading days prior to the business day immediately preceding the
date of announcement for the issuance of such rights, warrants, options, other
securities or convertible securities.
       CR1
    
    =
    
    CR0 × SP0/(SP0FMV)whereCR0
    
    =
    
    the conversion rate in effect immediately prior to the adjustment relating to such eventCR1
    
    =
    
    the new conversion rate taking such event into accountSP0
    
    =
    
    the closing price of our common stock on the trading day immediately preceding the
ex-dividend date for such distributionFMV
    
    =
    
    the fair market value (as determined in good faith by our board of directors) of the
capital stock, evidences of indebtedness, assets or property distributed with respect
to each outstanding share of our common stock on the earlier of the record date or the
ex-dividend date for such distribution.
  32




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##### Table of Contents



CR1
    
    =
    
    CR0 × (FMV0 + MP0)/MP0whereCR0
    
    =
    
    the conversion rate in effect immediately prior to the adjustment relating to such eventCR1
    
    =
    
    the new conversion rate taking such event into accountFMV0
    
    =
    
    the average of the closing prices of the capital stock or similar equity interest
distributed to holders of our common stock applicable to one share of our common stock
over the first 10 consecutive trading days after the effective date of the Spin-OffMP0
    
    =
    
    the average of the closing prices of our common stock over the first 10 consecutive
trading days after the effective date of the Spin-Off.
    CR1
    
    =
    
    CR0 × (SP0  T)/(SP0  C)whereCR0
    
    =
    
    the conversion rate in effect immediately prior to the adjustment relating to such eventCR1
    
    =
    
    the new conversion rate taking such event into accountSP0
    
    =
    
    the average of the closing prices of our common stock over the 10 consecutive
trading-day period ending on the trading day immediately preceding the ex-dividend date
for such distributionT
    
    =
    
    the dividend threshold amount, which shall initially be $0.025 per quarter, adjusted as
to take into account events that cause adjustments to the conversion rate and as
further adjusted to account for any change in the frequency of payment of our regular
dividend; provided that the dividend threshold amount shall be deemed to be zero if the
dividend is not a regularly scheduled dividendC
    
    =
    
    the amount in cash per share that we distribute to holders of our common stock.
   33




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##### Table of Contents



CR1
    
    =
    
    CR0 × (AC + (SP1 × OS1))/(SP1 × OS0)whereCR0
    
    =
    
    the conversion rate in effect immediately prior to the adjustment relating to such eventCR1
    
    =
    
    the new conversion rate taking such event into accountAC
    
    =
    
    the aggregate value of all cash and any other consideration (as determined by our board of
directors) paid or payable for our common stock purchased in such tender or exchange offerOS0
    
    =
    
    the number of shares of our common stock outstanding immediately prior to the date such
tender or exchange offer expiresOS1
    
    =
    
    the number of shares of our common stock outstanding immediately after such tender or
exchange offer expires (after giving effect to the purchase or exchange of shares pursuant
to such tender or exchange offer)SP1
    
    =
    
    the average of the closing prices of our common stock for the 10 consecutive trading days
commencing on the trading day next succeeding the date such tender or exchange offer
expires.
 1
    34




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##### Table of Contents




    
    the issuance of any of our common stock pursuant to any present or future plan
providing for the reinvestment of dividends or interest payable on our securities and
the investment of additional optional amounts in our common stock under any plan;
    
    the issuance of any shares of our common stock or options or rights to purchase
those shares pursuant to any present or future employee, director or consultant benefit
plan, employee agreement or arrangement or program of ours;
    
    the issuance of any shares of our common stock pursuant to any option, warrant,
right, or exercisable, exchangeable or convertible security outstanding as of the date
the notes were first issued;
    
    a change in the par value of our common stock;
    
    accumulated and unpaid dividends or distributions; and
    
    as a result of a tender offer solely to holders of fewer than 100 shares of our common stock.
   Business Combinations
  
    
    any recapitalization, reclassification or change of our common stock, other
than (a) a change in par value, or from par value to no par value, or from no par value
to par value, or (b) as a result of a subdivision or combination;
    
    any consolidation, merger or combination involving us;
    
    any sale, lease or other transfer to a third party of all or substantially all
of the consolidated assets of ours and our subsidiaries; or
    
    any statutory share exchange;
  35




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##### Table of Contents



Determination of Make Whole Premium
    2014 Notes Make-Whole Table
  Make Whole Premium (Increase in Applicable Conversion Rate)
 Stock Price on Effective Date
    
    6/27/07*
    
    7/15/08
    
    7/15/09
    
    7/15/10
    
    7/15/11
    
    7/15/12
    
    7/15/13
    
    7/15/14$    8.34
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104$  10.00
    
    
    20.9402
    
    
    
    20.2611
    
    
    
    19.4516
    
    
    
    18.4827
    
    
    
    17.2430
    
    
    
    15.6144
    
    
    
    13.2131
    
    
    
    9.5064$  12.50
    
    
    14.0138
    
    
    
    13.1105
    
    
    
    12.0620
    
    
    
    10.8051
    
    
    
    9.2485
    
    
    
    7.2516
    
    
    
    4.4384
    
    
    
    0.0000$  15.00
    
    
    10.3371
    
    
    
    9.4421
    
    
    
    8.4158
    
    
    
    7.2198
    
    
    
    5.7917
    
    
    
    4.0790
    
    
    
    1.9864
    
    
    
    0.0000$  17.50
    
    
    8.1606
    
    
    
    7.3391
    
    
    
    6.4134
    
    
    
    5.3604
    
    
    
    4.1521
    
    
    
    2.7821
    
    
    
    1.3057
    
    
    
    0.0000$  20.00
    
    
    6.7567
    
    
    
    6.0193
    
    
    
    5.2018
    
    
    
    4.2902
    
    
    
    3.2706
    
    
    
    2.1764
    
    
    
    1.0701
    
    
    
    0.0000$  25.00
    
    
    5.0760
    
    
    
    4.4909
    
    
    
    3.8574
    
    
    
    3.1678
    
    
    
    2.4239
    
    
    
    1.6418
    
    
    
    0.8406
    
    
    
    0.0000$  30.00
    
    
    4.1389
    
    
    
    3.6504
    
    
    
    3.1347
    
    
    
    2.5736
    
    
    
    1.9792
    
    
    
    1.3533
    
    
    
    0.7002
    
    
    
    0.0000$  35.00
    
    
    3.5092
    
    
    
    3.0954
    
    
    
    2.6587
    
    
    
    2.1871
    
    
    
    1.6867
    
    
    
    1.1578
    
    
    
    0.6004
    
    
    
    0.0000$  40.00
    
    
    3.0557
    
    
    
    2.6951
    
    
    
    2.3167
    
    
    
    1.9074
    
    
    
    1.4735
    
    
    
    1.0124
    
    
    
    0.5254
    
    
    
    0.0000$  45.00
    
    
    2.7106
    
    
    
    2.3909
    
    
    
    2.0563
    
    
    
    1.6933
    
    
    
    1.3089
    
    
    
    0.8994
    
    
    
    0.4670
    
    
    
    0.0000$  50.00
    
    
    2.4385
    
    
    
    2.1514
    
    
    
    1.8500
    
    
    
    1.5233
    
    
    
    1.1767
    
    
    
    0.8091
    
    
    
    0.4204
    
    
    
    0.0000$  75.00
    
    
    1.6318
    
    
    
    1.4382
    
    
    
    1.2367
    
    
    
    1.0162
    
    
    
    0.7824
    
    
    
    0.5367
    
    
    
    0.2773
    
    
    
    0.0000$100.00
    
    
    1.2305
    
    
    
    1.0824
    
    
    
    0.9306
    
    
    
    0.7636
    
    
    
    0.5863
    
    
    
    0.3987
    
    
    
    0.2048
    
    
    
    0.0000
 
 *
    
    The original issue date of the notes. 36




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##### Table of Contents




    
    If the actual stock price on the effective date is between two stock price
amounts in the table or the actual effective date is between two effective dates in the
table, the amount of the conversion rate adjustment will be determined by straight-line
interpolation between the adjustment amounts set forth for the higher and lower stock
price amounts and the two effective dates, as applicable, based on a 365-day year;
    
    If the actual stock price on the effective date exceeds $100.00 per share of
our common stock (subject to adjustment as described below), no adjustment to the
conversion rate will be made; and
    
    If the actual stock price on the effective date is less than $8.34 per share of
our common stock (subject to adjustment as described below), no adjustment to the
conversion rate will be made.
  2016 Notes Make-Whole Table
  Make Whole Premium (Increase in Applicable Conversion Rate)
 Stock Price onEffective Date
    
    6/27/07*
    
    7/15/08
    
    7/15/09
    
    7/15/10
    
    7/15/11
    
    7/15/12
    
    7/15/13
    
    7/15/14
    
    7/15/15
    
    7/15/16$    8.34
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104
    
    
    
    29.4104$  10.00
    
    
    21.8766
    
    
    
    21.2897
    
    
    
    20.6449
    
    
    
    19.8041
    
    
    
    18.8469
    
    
    
    17.7580
    
    
    
    16.4333
    
    
    
    14.7856
    
    
    
    12.5094
    
    
    
    9.5064$  12.50
    
    
    15.5826
    
    
    
    14.8177
    
    
    
    13.9660
    
    
    
    12.9350
    
    
    
    11.7602
    
    
    
    10.3984
    
    
    
    8.7622
    
    
    
    6.7336
    
    
    
    3.9962
    
    
    
    0.0000$  15.00
    
    
    12.0868
    
    
    
    11.3311
    
    
    
    10.4818
    
    
    
    9.4946
    
    
    
    8.3802
    
    
    
    7.1105
    
    
    
    5.6342
    
    
    
    3.9167
    
    
    
    1.9054
    
    
    
    0.0000$  17.50
    
    
    9.9104
    
    
    
    9.2110
    
    
    
    8.4281
    
    
    
    7.5334
    
    
    
    6.5477
    
    
    
    5.4371
    
    
    
    4.1977
    
    
    
    2.8207
    
    
    
    1.3825
    
    
    
    0.0000$  20.00
    
    
    8.4308
    
    
    
    7.7856
    
    
    
    7.0887
    
    
    
    6.2911
    
    
    
    5.4288
    
    
    
    4.4651
    
    
    
    3.4377
    
    
    
    2.3249
    
    
    
    1.1744
    
    
    
    0.0000$  25.00
    
    
    6.5854
    
    
    
    6.0598
    
    
    
    5.4850
    
    
    
    4.8526
    
    
    
    4.1729
    
    
    
    3.4359
    
    
    
    2.6467
    
    
    
    1.8100
    
    
    
    0.9347
    
    
    
    0.0000$  30.00
    
    
    5.4437
    
    
    
    4.9992
    
    
    
    4.5222
    
    
    
    3.9964
    
    
    
    3.4373
    
    
    
    2.8328
    
    
    
    2.1884
    
    
    
    1.5032
    
    
    
    0.7793
    
    
    
    0.0000$  35.00
    
    
    4.6491
    
    
    
    4.2678
    
    
    
    3.8594
    
    
    
    3.4101
    
    
    
    2.9349
    
    
    
    2.4213
    
    
    
    1.8724
    
    
    
    1.2880
    
    
    
    0.6680
    
    
    
    0.0000$  40.00
    
    
    4.0637
    
    
    
    3.7293
    
    
    
    3.3731
    
    
    
    2.9793
    
    
    
    2.5658
    
    
    
    2.1168
    
    
    
    1.6380
    
    
    
    1.1265
    
    
    
    0.5845
    
    
    
    0.0000$  45.00
    
    
    3.6121
    
    
    
    3.3143
    
    
    
    2.9986
    
    
    
    2.6475
    
    
    
    2.2810
    
    
    
    1.8811
    
    
    
    1.4556
    
    
    
    1.0009
    
    
    
    0.5193
    
    
    
    0.0000$  50.00
    
    
    3.2543
    
    
    
    2.9856
    
    
    
    2.7000
    
    
    
    2.3837
    
    
    
    2.0519
    
    
    
    1.6928
    
    
    
    1.3104
    
    
    
    0.9007
    
    
    
    0.4675
    
    
    
    0.0000$  75.00
    
    
    2.1801
    
    
    
    2.0000
    
    
    
    1.8081
    
    
    
    1.5949
    
    
    
    1.3715
    
    
    
    1.1273
    
    
    
    0.8705
    
    
    
    0.5970
    
    
    
    0.3082
    
    
    
    0.0000$100.00
    
    
    1.6449
    
    
    
    1.5061
    
    
    
    1.3618
    
    
    
    1.1995
    
    
    
    1.0310
    
    
    
    0.8469
    
    
    
    0.6498
    
    
    
    0.4427
    
    
    
    0.2238
    
    
    
    0.0000
 
 *
    
    The original issue date of the notes.  
    
    If the actual stock price on the effective date is between two stock price
amounts in the table or the actual effective date is between two effective dates in the
table, the amount of the conversion rate adjustment will be determined by straight-line
interpolation between the adjustment amounts set forth for the higher and lower stock
price amounts and the two effective dates, as applicable, based on a 365-day year;
    
    If the actual stock price on the effective date exceeds $100.00 per share of
our common stock (subject to adjustment as described below), no adjustment to the
conversion rate will be made; and
    
    If the actual stock price on the effective date is less than $8.34 per share of
our common stock (subject to adjustment as described below), no adjustment to the
conversion rate will be made.
 37




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##### Table of Contents



Purchase of Notes by Us for Cash at the Option of Holders Upon a Fundamental Change
    
    
    if the notes are in certificated form, the certificate numbers of the holders
notes to be delivered for purchase;
    
    the portion of the principal amount of notes to be purchased, which must be
$1,000 or an integral multiple of $1,000; and
    
    that the notes are to be purchased by us pursuant to the applicable provisions
of the notes and the indenture.
   
    
    the principal amount being withdrawn, which must be $1,000 or an integral multiple of $1,000;
    
    if the notes are in certificated form, the certificate numbers of the notes being withdrawn; and
    
    the principal amount, if any, of the notes that remains subject to the
fundamental change purchase notice.
   38




---



##### Table of Contents




    
    comply with the provisions of the tender offer rules under the Exchange Act
that may then be applicable; and
    
    file a Schedule TO or any other required schedule under the Exchange Act.
   
    
    such note will cease to be outstanding;
    
    interest on such note will cease to accrue; and
    
    all rights of the holder of such note will terminate except the right to
receive the fundamental change purchase price upon delivery of the note.
         39




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##### Table of Contents



Events of Default and Acceleration
  
    
    default in the payment of any principal amount or fundamental change purchase
price due and payable on any note, whether at the maturity date, upon purchase,
acceleration or otherwise;
    
    default in the payment of any interest (including additional interest) on any
note, which default continues for 30 days;
    
    default in the delivery when due of all cash and any shares of Class A common
stock deliverable upon conversion with respect to the notes, which default continues
for 15 days;
    
    failure to provide an issuer fundamental change notice within the time required
to provide such notice;
    
    failure to comply with any of our other agreements in the notes or the
indenture upon our receipt of notice of such default from the trustee or from holders
of not less than 25% in aggregate principal amount of the notes then outstanding, and
the failure to cure (or obtain a waiver of) such default within 60 days after receipt
of such notice;
 40




---



##### Table of Contents




    
    failure by Stewart or any of its subsidiaries to pay final judgments
aggregating in excess of $15 million, which judgments are not paid, discharged or
stayed for a period of 60 days;
    
    except as permitted by the indenture, any guarantee or guarantees of one or
more subsidiaries (Material Guarantors) with aggregate revenues in the immediately
preceding 12 months in excess of 3% of our consolidated total revenues for such period
shall be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any guarantor, or any person acting on
behalf of any guarantor, shall deny or disaffirm its obligations under its guarantee;
    
    default in the payment of principal by the end of any applicable grace period
or resulting in acceleration of other indebtedness of ours or of any subsidiary of ours
for borrowed money (or the payment of which is guaranteed by us or a subsidiary of
ours) where the aggregate principal amount with respect to which the default or
acceleration has occurred exceeds $15 million and such acceleration has not been
rescinded or annulled or such other indebtedness has not been repaid within a period of
30 days after written notice to us by the trustee or us and the trustee by the holders
of at least 25% in aggregate principal amount of the notes, providedthat if any such
default is cured, waived, rescinded or annulled, then the event of default by reason
thereof would not be deemed to have occurred; and
    
    certain events of bankruptcy or insolvency affecting us, Material Guarantors or
any significant subsidiary (as such term is defined in Regulation S-X under the
Securities Act) of ours (or any subsidiaries of ours that, in the aggregate, would
constitute a significant subsidiary of ours).
   41




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##### Table of Contents



Consolidation, Mergers or Sales of Assets
       Modification and Waiver
  
    
    alter the manner of calculation or rate of accrual of interest on the note,
reduce the rate of interest on the note, or extend the time of payment of any
installment of interest;
    
    change the stated maturity of the note;
    
    make the note payable in money or securities other than that stated in the note;
    
    reduce the principal amount or fundamental change purchase price with respect to the note;
    
    make any change that adversely affects the rights of a holder to convert the
note in any material respect;
 42




---



##### Table of Contents




    
    make any change that adversely affects the right to require us to purchase the
note in any material respect;
    
    change the provisions in the indenture that relate to modifying or amending the
indenture or waiving any past defaults;
    
    release any guarantor from any of its obligations under its guarantee or the
applicable indenture otherwise than in accordance with the terms of the indenture; or
    
    impair the right to institute suit for the enforcement of any payment with
respect to the note or with respect to conversion of the note.
  
    
    to evidence a successor to us and the assumption by that successor of our
obligations under the indenture and the applicable series of notes;
    
    to add to our covenants for the benefit of the holders of the applicable series
of notes or to surrender any right or power conferred upon us;
    
    to secure our obligations in respect of the applicable series of notes;
    
    to evidence and provide the acceptance of the appointment of a successor
trustee under the indenture;
    
    to comply with the requirements of the SEC in order to maintain qualification
of the indenture under the Trust Indenture Act, as contemplated by the indenture or
otherwise;
    
    to provide for conversion rights of holders if any reclassification or change
of common stock or any consolidation, merger or sale of all or substantially all of our
property and assets occurs or otherwise comply with the provisions of the indenture in
the event of a merger, consolidation or transfer of assets;
    
    to add guarantees with respect to the applicable series of notes or to release
a guarantor in accordance with the terms of the indenture;
    
    to cure any ambiguity, omission, defect or inconsistency in the indenture; or
    
    to make any change that does not adversely affect the rights of the holders of
the applicable series of notes in any material respect.
  
    
    waive compliance by us with certain restrictive provisions of the applicable
indenture, as detailed in the indenture; or
    
    waive any past default or event of default under the applicable indenture and
its consequences, except a default or event of default in the payment of any amount
due, or in the obligation to deliver amounts due upon conversion, with respect to any
note, or in respect of any provision which under the indenture cannot be modified or
amended without the consent of the holder of each outstanding note affected.
 Discharge of the Indenture
  43




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##### Table of Contents



Reports
  Calculations in Respect of Notes
  Governing Law
  Information Concerning the Trustee
  Global Notes; Book-Entry Form
   
    
    a limited purpose trust company organized under the laws of the State of New York;
    
    a member of the Federal Reserve System;
    
    a clearing corporation within the meaning of the New York Uniform Commercial Code; and
    
    a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act.
  44




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##### Table of Contents



45




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##### Table of Contents



Registration Rights
        
    
    0.25% of the principal amount of the notes to and including the 90th day
following such registration default; and
    
    0.50% of the principal amount of the notes from and after the 91st day
following such registration default, in each case in addition to the applicable coupon rate for the notes.
 46




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##### Table of Contents



MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
   
    
    certain financial institutions;
    
    insurance companies;
    
    dealers or certain traders in securities;
    
    persons holding notes as part of a hedge, straddle, integrated transaction or
other similar transaction;
    
    U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
    
    regulated investment companies;
    
    real estate investment trusts;
    
    partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
    
    tax-exempt entities; or
    
    persons subject to the alternative minimum tax.
   Tax Consequences to U.S. Holders
  47




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##### Table of Contents




    
    a citizen or resident of the United States;
    
    a corporation, or other entity taxable as a corporation, created or organized
in or under the laws of the United States or of any political subdivision thereof; or
    
    an estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.
  Notes
 Payments of Interest
  Additional Interest Payments
  Market Discount
 de minimis
  Amortizable Bond Premium
  48




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##### Table of Contents



Sale, Exchange or Retirement of the Notes
   Conversion into Common Stock and Cash
     49




---



##### Table of Contents



Constructive Dividends
     Common Stock
 Taxation of Distributions
 pro rata
 50




---



##### Table of Contents



Sale or Other Disposition of Common Stock
  Backup Withholding and Information Reporting
  Tax Consequences to Non-U.S. Holders
  
    
    a nonresident alien individual;
    
    a foreign corporation; or
    
    a foreign estate or trust.
  Payments on the Notes
  
    
    the Non-U.S. Holder does not own, actually or constructively, 10 percent or
more of the total combined voting power of all classes of stock of the Company entitled
to vote and is not a controlled foreign corporation related, directly or indirectly, to
the Company through stock ownership; and
    
    the certification requirement described below has been fulfilled, as discussed
below.
 51




---



##### Table of Contents



Certification Requirement
   Sale, Exchange or Other Disposition of Notes or Shares of Common Stock
  
    
    the gain is effectively connected with the conduct of a trade or business of
the Non-U.S. Holder in the United States, subject to an applicable income tax treaty
providing otherwise, or
    
    the Company is or has been a U.S. real property holding corporation, as defined
below, at any time within the five-year period preceding the disposition or the
Non-U.S. Holders holding period, whichever period is shorter, and the Non-U.S. Holder
does not meet the exception described below.
     52




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##### Table of Contents



Dividends
    Backup Withholding and Information Reporting
  
 CERTAIN ERISA CONSIDERATIONS
  53




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##### Table of Contents



SELLING SECURITYHOLDERS
     3.125% Convertible Senior Notes Due 2014
 Amount of
    
    
    
    
    
    
    
    
    
    
    
    
    
    No. of SharesNotes
    
    
    
    
    
    No. of Shares
    
    No. of Shares
    
    of CommonBeneficially
    
    Percentage of
    
    of Common
    
    of Common
    
    Stock HeldOwned and
    
    Notes
    
    Stock
    
    Stock Being
    
    AfterName
    
    Offered ($)
    
    Outstanding
    
    Owned(1)
    
    Offered(1)
    
    Offering(1)Columbia Convertible Securities
Fund(2)
    
    $
    3,000,000
    
    
    
    2.4
    %
    
    
    271,480
    
    
    
    271,480
    
    
    
    0Vicis Capital Master Fund(3)
    
    
    3,000,000
    
    
    
    2.4
    
    
    
    271,480
    
    
    
    271,480
    
    
    
    0SuttonBrook Capital Portfolio
LP(4)
    
    
    5,000,000
    
    
    
    4.0
    
    
    
    452,468
    
    
    
    452,468
    
    
    
    0Magnetar Capital Master Fund,
Ltd.(5)
    
    
    6,250,000
    
    
    
    5.0
    
    
    
    565,585
    
    
    
    565,585
    
    
    
    0
 54




---



##### Table of Contents



Amount of
    
    
    
    
    
    
    
    
    
    
    
    
    
    No. of SharesNotes
    
    
    
    
    
    No. of Shares
    
    No. of Shares
    
    of CommonBeneficially
    
    Percentage of
    
    of Common
    
    of Common
    
    Stock HeldOwned and
    
    Notes
    
    Stock
    
    Stock Being
    
    AfterName
    
    Offered ($)
    
    Outstanding
    
    Owned(1)
    
    Offered(1)
    
    Offering(1)Citadel Equity Fund,
Ltd.(6) (7)
    
    
    5,000,000
    
    
    
    4.0
    
    
    
    452,468
    
    
    
    452,468
    
    
    
    0CNH CA Master Account, L.P.(8)
    
    
    8,000,000
    
    
    
    6.4
    
    
    
    723,948
    
    
    
    723,948
    
    
    
    0Linden Capital LP(9)
    
    
    5,250,000
    
    
    
    4.2
    
    
    
    475,091
    
    
    
    475,091
    
    
    
    0Teachers Retirement System of
Louisiana(10)
    
    
    1,000,000
    
    
    
    *
    
    
    
    90,493
    
    
    
    90,493
    
    
    
    0GMAM Investment Funds
Trust(10)
    
    
    500,000
    
    
    
    *
    
    
    
    45,246
    
    
    
    45,246
    
    
    
    0Cervantes Portfolio LLC(10)
    
    
    200,000
    
    
    
    *
    
    
    
    18,098
    
    
    
    18,098
    
    
    
    0Cigna  Connecticut Life Insurance
Company of North America(10)
    
    
    250,000
    
    
    
    *
    
    
    
    22,623
    
    
    
    22,623
    
    
    
    0Cigna  Connecticut General Life
Insurance Company(10)
    
    
    750,000
    
    
    
    *
    
    
    
    67,870
    
    
    
    67,870
    
    
    
    0City of Cincinnati Retirement
System(10)
    
    
    400,000
    
    
    
    *
    
    
    
    36,197
    
    
    
    36,197
    
    
    
    0Credos High Yield Bond Fund, L.P.(10)
    
    
    500,000
    
    
    
    *
    
    
    
    45,246
    
    
    
    45,246
    
    
    
    0Fairfax County Employees Retirement
System(10)
    
    
    375,000
    
    
    
    *
    
    
    
    33,935
    
    
    
    33,935
    
    
    
    0Gale Invest Limited(10)
    
    
    250,000
    
    
    
    *
    
    
    
    22,623
    
    
    
    22,623
    
    
    
    0Horace Mann Teachers Insurance
Company(10)
    
    
    100,000
    
    
    
    *
    
    
    
    9,049
    
    
    
    9,049
    
    
    
    0Horace Mann Life Insurance
Company(10)
    
    
    500,000
    
    
    
    *
    
    
    
    45,246
    
    
    
    45,246
    
    
    
    0Horace Mann Insurance
Company(10)
    
    
    200,000
    
    
    
    *
    
    
    
    18,098
    
    
    
    18,098
    
    
    
    0The Kellogg Company  Welfare Benefit
Trust(10)
    
    
    250,000
    
    
    
    *
    
    
    
    22,623
    
    
    
    22,623
    
    
    
    0Kellogg Co Master Retirement
Trust(10)
    
    
    500,000
    
    
    
    *
    
    
    
    45,246
    
    
    
    45,246
    
    
    
    0New York City Employees Retirement
System(10)
    
    
    450,000
    
    
    
    *
    
    
    
    40,722
    
    
    
    40,722
    
    
    
    0New York City Police Pension
Fund(10)
    
    
    100,000
    
    
    
    *
    
    
    
    9,049
    
    
    
    9,049
    
    
    
    0
 55




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##### Table of Contents



Amount of
    
    
    
    
    
    
    
    
    
    
    
    
    
    No. of SharesNotes
    
    
    
    
    
    No. of Shares
    
    No. of Shares
    
    of CommonBeneficially
    
    Percentage of
    
    of Common
    
    of Common
    
    Stock HeldOwned and
    
    Notes
    
    Stock
    
    Stock Being
    
    AfterName
    
    Offered ($)
    
    Outstanding
    
    Owned(1)
    
    Offered(1)
    
    Offering(1)Primus High Yield Bond Fund, L.P.(10)
    
    
    500,000
    
    
    
    *
    
    
    
    45,246
    
    
    
    45,246
    
    
    
    0Rockwell Automation Master
Trust(10)
    
    
    225,000
    
    
    
    *
    
    
    
    20,361
    
    
    
    20,361
    
    
    
    0Teachers Retirement System for the City
of New York(10)
    
    
    450,000
    
    
    
    *
    
    
    
    40,722
    
    
    
    40,722
    
    
    
    0The Salvation Army  Eastern
Territory(10)
    
    
    250,000
    
    
    
    *
    
    
    
    22,623
    
    
    
    22,623
    
    
    
    0University of Southern
California(10)
    
    
    250,000
    
    
    
    *
    
    
    
    22,623
    
    
    
    22,623
    
    
    
    0Wyeth Retirement Plan  U.S. Master
Trust(10)
    
    
    500,000
    
    
    
    *
    
    
    
    45,246
    
    
    
    45,246
    
    
    
    0Highbridge Convertible Arbitrage Master
Fund LP(11)
    
    
    1,300,000
    
    
    
    1.04
    
    
    
    117,641
    
    
    
    117,641
    
    
    
    0Highbridge International LLC(12)
    
    
    6,200,000
    
    
    
    4.96
    
    
    
    561,060
    
    
    
    561,060
    
    
    
    0D.E. Shaw Valence Portfolios,
L.L.C.(13) (14)
    
    
    9,500,000
    
    
    
    7.6
    
    
    
    859,689
    
    
    
    859,689
    
    
    
    0Total
    
    $
    61,000,000
    
    
    
    48.8
    %
    
    
    5,520,109
    
    
    
    5,520,109
    
    
    
    0
 
 *
    
    Less than 1%.(1)
    
    Assumes for each $1,000 in principal amount of notes a maximum of 90.4936 shares of common
stock could be issued upon conversion. However, this conversion rate will be subject to
adjustment as described under Description of the Notes  Conversion Rights. As a result, the
amount of common stock issuable upon conversion of the notes may increase or decrease in the
future. Assuming that all of the notes listed above are sold, none of the selling
securityholders listed above will own 1% or more of the outstanding common stock.(2)
    
    Yanfang (Emma) Yan, in her capacity as Senior Equity Portfolio Manager of Columbia
Convertible Securities Fund, has investment control over the securities held by Columbia
Convertible Securities Fund and the Columbia Proxy Board has voting power over these
securities.(3)
    
    Vicis Capital LLC is the investment manager of Vicis Capital Master Fund. Sky Lucas, John
Succo, and Shad Stastney, as members of Vicis Capital, LLC, have equal voting and investment
power over the securities held by Vicis Capital Master Fund and disclaim beneficial ownership
of the securities.(4)
    
    SuttonBrook Capital Management LP is the investment manager of SuttonBrook Capital Portfolio
LP. John London and Steven M. Wrinstein share investment and voting power over the securities
identified above as held by SuttonBrook Capital Portfolio LP.(5)
    
    Magnetar Financial LLC is the investment advisor of Magnetar Capital Master Fund, Ltd.
(Magnetar Master Fund) and consequently has voting and investment power over securities held
by Magnetar Master Fund. Magnetar Financial LLC disclaims beneficial ownership of the
securities held by Magnetar Master Fund. Alec Litowitz has voting control over Supernova
Management LLC, the general partner of Magnetar Capital Partners, LP, the sole managing member
of Magnetar Financial LLC. As a result, Mr. Litowitz may be 56




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##### Table of Contents



considered the beneficial owner of any securities deemed to be beneficially owned by Magnetar
Financial LLC. Mr. Litowitz disclaims beneficial ownership of these securities.(6)
    
    Citadel Limited Partnership (CLP) is the trading manager of Citadel Equity Fund Ltd. and
consequently has investment power over securities held by Citadel Equity Fund Ltd. Citadel
Investment Group, L.L.C. (CIG) controls CLP. Kenneth C. Griffin controls CIG and therefore
has ultimate investment discretion over securities held by Citadel Equity Fund, Ltd. CLP, CIG
and Mr. Griffin each disclaim beneficial ownership of the securities held by Citadel Equity
Fund Ltd.(7)
    
    Certain broker-dealers are under common control with Citadel Equity Fund Ltd. and one
broker-dealer is directly owned by Citadel Equity Fund, Ltd. The broker dealers are: Aragon
Investments Ltd., Palofax Trading LLC, Citadel Trading Group, LLC, and Citadel Derivatives
Group, LLC. Citadel Equity Fund Ltd. has advised that it acquired the securities in the
ordinary course of business and did not at the time of purchase have any arrangement to
distribute the securities.(8)
    
    CNH Partners, LLC is the investment advisor of CNH CA Master Account, L.P. and has sole
voting and investment power over these securities. Investment principals for CNH Partners,
LLC are Robert Krail, Mark Mitchell and Todd Pulvino.(9)
    
    Sui Min Wong, on behalf of Linden Advisors LLC, has voting and investment power over these
securities.(10)
    
    Shenkman Capital Management, Inc. is the investment advisor of this selling securityholder
and has sole voting and investment power over these securities.(11)
    
    Highbridge Capital Management, LLC is the trading manager of Highbridge Convertible Arbitrage
Master Fund, L.P. and has voting control and investment discretion over the securities held by
Highbridge Convertible Arbitrage Master Fund, L.P. Glenn Dubin and Henry Swieca control
Highbridge Capital Management, LLC and have voting control and investment discretion over the
securities held by Highbridge Convertible Master Fund, L.P. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities
held by Highbridge Convertible Arbitrage Master Fund, L.P.(12)
    
    Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and
has voting control and investment discretion over the securities held by Highbridge
International LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC
and have voting control and investment discretion over the securities held by Highbridge
International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the securities held by Highbridge International LLC.(13)
    
    D.E. Shaw & Co. L.P., as investment advisor, has voting and investment power over these
securities. Julius Gaudio, Eric Wepsic, Maximilian Stone and Anne Dinning, or their
designees, exercise voting and investment power over these securities on D.E. Shaw & Co.
L.P.s behalf.(14)
    
    This selling securityholder is an affiliate of two broker-dealers. One broker-dealer is
controlled by the selling securityholders, and the other is under common control with the
selling securityholder. This selling securityholder has advised that it acquired the
securities in the ordinary course of business and did not at the time of purchase have any
arrangement to distribute the securities. 57




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3.375% Convertible Senior Notes Due 2016
 No. ofAmount of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares ofNotes
    
    
    
    
    
    No. of Shares
    
    No. of Shares
    
    CommonBeneficially
    
    Percentage of
    
    of Common
    
    of Common
    
    Stock HeldOwned and
    
    Notes
    
    Stock
    
    Stock Being
    
    AfterName
    
    Offered ($)
    
    Outstanding
    
    Owned(1)
    
    Offered(1)
    
    Offering(1)CBARB, a segregated account of Geode
Capital Master Fund Ltd.(2)
    
    $
    4,650,000
    
    
    
    3.72
    %
    
    
    420,795
    
    
    
    420,795
    
    
    
    0KBC Financial Products USA Inc.(3)
(4)
    
    
    8,650,000
    
    
    
    6.92
    
    
    
    782,769
    
    
    
    782,769
    
    
    
    0Vicis Capital Master Fund(5)
    
    
    3,000,000
    
    
    
    2.4
    
    
    
    271,480
    
    
    
    271,480
    
    
    
    0SuttonBrook Capital Portfolio
LP(6)
    
    
    5,000,000
    
    
    
    4.0
    
    
    
    452,468
    
    
    
    452,468
    
    
    
    0Magnetar Capital Master Fund,
Ltd.(7)
    
    
    3,750,000
    
    
    
    3.0
    
    
    
    339,351
    
    
    
    339,351
    
    
    
    0S.A.C. Arbitage Fund, LLC(8)
    
    
    3,000,000
    
    
    
    2.4
    
    
    
    271,480
    
    
    
    271,480
    
    
    
    0Citadel Equity Fund, Ltd.(9) (10)
    
    
    5,000,000
    
    
    
    4.0
    
    
    
    452,468
    
    
    
    452,468
    
    
    
    0CNH CA Master Account,
L.P.(11)
    
    
    8,000,000
    
    
    
    6.4
    
    
    
    723,948
    
    
    
    723,948
    
    
    
    0Linden Capital LP(12)
    
    
    16,750,000
    
    
    
    13.4
    
    
    
    1,515,767
    
    
    
    1,515,767
    
    
    
    0CIBC World Markets Corp.(4)
    
    
    1,000,000
    
    
    
    *
    
    
    
    90,493
    
    
    
    90,493
    
    
    
    0Canadian Imperial Holdings
Inc.(13)(14)
    
    
    10,000,000
    
    
    
    8.0
    
    
    
    904,936
    
    
    
    904,936
    
    
    
    0Highbridge Convertible Arbitrage Master Fund
LP(15)
    
    
    800,000
    
    
    
    *
    
    
    
    72,394
    
    
    
    72,394
    
    
    
    0Highbridge International LLC(16)
    
    
    4,200,000
    
    
    
    3.36
    
    
    
    380,073
    
    
    
    380,073
    
    
    
    0Royal Bank of Canada(17)
    
    
    7,000,000
    
    
    
    5.6
    
    
    
    633,455
    
    
    
    633,455
    
    
    
    0Total
    
    $
    80,800,000
    
    
    
    64.64
    %
    
    
    7,311,882
    
    
    
    7,311,882
    
    
    
    0
 
 *
    
    Less than 1%.(1)
    
    Assumes for each $1,000 in principal amount of notes a maximum of 90.4936 shares of common
stock could be issued upon conversion. However, this conversion rate will be subject to
adjustment as described under Description of the Notes  Conversion Rights. As a result, the
amount of common stock issuable upon conversion of the notes may increase or decrease in the
future. Assuming that all of the notes listed above are sold, none of the selling
securityholders listed above will own 1% or more of the outstanding common stock.(2)
    
    Phil Dumas, on behalf of CBARB, a segregated account of Geode Capital Master Fund Ltd., an
open-ended exempted mutual company registered as a segregated accounts company under the laws
of Bermuda, has voting and investment power over these securities.(3)
    
    KBC Financial Products USA Inc. has investment and voting power over these securities, and is
a directly wholly-owned subsidiary of KBC Financial Holdings, Inc., which in turn is a direct
wholly-owned subsidiary of KBC Bank N.V., which in turn is a direct wholly-owned subsidiary of
KBC Group N.V., a publicly traded entity.(4)
    
    This selling securityholder has identified itself as a broker-dealer, and has represented
that it did not acquire these securities as compensation and does not plan to make a market in
the securities.(5)
    
    Vicis Capital LLC is the investment manager of Vicis Capital Master Fund. Sky Lucas, John
Succo, and Shad Stastney, as members of Vicis Capital, LLC, have equal voting and investment
power over the securities held by Vicis Capital Master Fund and disclaim beneficial ownership
of the securities. 58




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##### Table of Contents



(6)
    
    SuttonBrook Capital Management LP is the investment manager of SuttonBrook Capital Portfolio
LP. John London and Steven M. Wrinstein share investment and voting power over the securities
identified above as held by SuttonBrook Capital Portfolio LP.(7)
    
    Magnetar Financial LLC is the investment advisor of Magnetar Capital Master Fund, Ltd.
(Magnetar Master Fund) and consequently has voting and investment power over securities held
by Magnetar Master Fund. Magnetar Financial LLC disclaims beneficial ownership of the
securities held by Magnetar Master Fund. Alec Litowitz has voting control over Supernova
Management LLC, the general partner of Magnetar Capital Partners, LP, the sole managing member
of Magnetar Financial LLC. As a result, Mr. Litowitz may be considered the beneficial owner
of any securities deemed to be beneficially owned by Magnetar Financial LLC. Mr. Litowitz
disclaims beneficial ownership of these securities.(8)
    
    Pursuant to investment agreements, each of S.A.C. Capital Advisors, LLC, a Delaware limited
liability company (SAC Capital Advisors), and S.A.C. Capital Management, LLC, a Delaware
limited liability company (SAC Capital Management) share all investment and voting power
with respect to the securities held by S.A.C. Arbitage Fund, LLC. Mr. Steven A. Cohen
controls both SAC Capital Advisors and SAC Capital Management. Each of SAC Capital Advisors,
SAC Capital Management, and Mr. Cohen disclaim beneficial ownership of the securities held by
S.A.C. Arbitage Fund, LLC.(9)
    
    Citadel Limited Partnership (CLP) is the trading manager of Citadel Equity Fund Ltd. and
consequently has voting and investment power over securities held by Citadel Equity Fund Ltd.
Citadel Investment Group, L.L.C. (CIG) controls CLP. Kenneth C. Griffin controls CIG and
therefore has ultimate investment discretion over securities held by Citadel Equity Fund, Ltd.
CLP, CIG and Mr. Griffin each disclaim beneficial ownership of the securities held by Citadel
Equity Fund Ltd.(10)
    
    Certain broker-dealers are under common control with Citadel Equity Fund Ltd. and one
broker-dealer is directly owned by Citadel Equity Fund, Ltd. The broker dealers are: Aragon
Investments Ltd., Palofax Trading LLC, Citadel Trading Group, LLC, and Citadel Derivatives
Group, LLC. Citadel Equity Fund Ltd. has advised that it acquired the securities in the
ordinary course of business and did not at the time of purchase have any arrangements to
distribute the securities.(11)
    
    CNH Partners, LLC is investment advisor of CNH CA Master Account, L.P. and has voting and
investment power over these securities. Investment principals for CNH Partners, LLC are
Robert Krail, Mark Mitchell and Todd Pulvino.(12)
    
    Sui Min Wong, on behalf of Linden Advisors LLC, has voting and investment power over these
securities.(13)
    
    Joseph Venn, Andrew Henry and Sybi Czeneszew, on behalf of Canadian Imperial Holdings Inc.,
have voting and investment power over these securities.(14)
    
    Canadian Imperial Holdings Inc. is a wholly-owned subsidiary of CIBC World Markets Corp., a
registered broker-dealer. Canadian Imperial Holdings, Inc. has advised that it acquired the
securities in the ordinary course of business and did not at the time of purchase have any
arrangement to distribute the securities.(15)
    
    Highbridge Capital Management, LLC is the trading manager of Highbridge Convertible Arbitrage
Master Fund, L.P. and has voting control and investment discretion over the securities held by
Highbridge Convertible Arbitrage Master Fund, L.P. Glenn Dubin and Henry Swieca control
Highbridge Capital Management, LLC and have voting control and investment discretion over the
securities held by Highbridge Convertible Master Fund, L.P. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities
held by Highbridge Convertible Arbitrage Master Fund, L.P.(16)
    
    Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and
has voting control and investment discretion over the securities held by Highbridge
International LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC
and have voting control and investment discretion over the securities held by Highbridge
International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the securities held by Highbridge International LLC. 59




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##### Table of Contents



(17)
    
    RBC Capital Markets Corp. is a broker-dealer and is directly owned by Royal Bank of Canada.
Royal Bank of Canada has advised that it acquired the securities in the ordinary course of
business and did not at the time of purchase have any arrangements to distribute the
securities. 
 PLAN OF DISTRIBUTION
      
    
    the sale pursuant to the shelf registration statement of
all of the notes and/or the shares of common stock issuable
upon conversion of the notes,
    
    the expiration of the holding period applicable to such
securities held by non-affiliates under Rule 144(k) under
the Securities Act, or any successor provision, and
    
    June 27, 2009.
  60




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##### Table of Contents



LEGAL MATTERS
  
 EXPERTS
  
 WHERE YOU CAN FIND MORE INFORMATION
    Stewart Enterprises, Inc.
1333 South Clearview Parkway
Jefferson, Louisiana 70121
Attention: Martin R. de Lauréal
(504) 729-1429
 
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  61




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##### Table of Contents




    
    Annual Report on Form l0-K for the fiscal year ended October 31, 2006;
    
    Our Current Report on Form 8-K filed June 20, 2007, superseding Items
6, 7, 8 and 9a, in our Annual Report on Form 10-K for the fiscal year ended October
31, 2006;
    
    The portions of our definitive Proxy Statement filed on February 28,
2007 incorporated by reference in our Annual Report on Form 10-K for the year ended
October 31, 2006;
    
    Quarterly Reports on Form l0-Q for the quarters ended January 31, 2007,
April 30, 2007 and July 31, 2007;
    
    Current Reports on Form 8-K filed November 3, 2006, November 13, 2006,
November 15, 2006, December 27, 2006, January 12, 2007, February 21, 2007, March
29, 2007, April 10, 2007, May 17, 2006, June 20, 2007, June 21, 2007, June 22,
2007, June 25, 2007 and June 27, 2007;
    
    The description of the Class A common stock in the Companys
registration statement on Form 8-A/A dated June 20, 2007, and any amendment or
report filed for the purpose of updating such description; and
    
    The description of the preferred stock purchase rights of the Company
included in the registration statement on Form 8-A of the Company filed with the
SEC on November 4, 1999 relating to the preferred stock purchase rights of the
Company, and any amendment or report filed for the purpose of updating such
description.
 62




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Stewart Enterprises, Inc.
 $125,000,000 3.125% Senior Convertible Notes due 2014
$125,000,000 3.375% Senior Convertible Notes due 2016
Class A Common Stock Issuable Upon Conversion of the Notes
 PROSPECTUS
 September 7, 2007




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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution
  Securities and Exchange Commission registration fee
    
    $
    7,657Accounting fees and expenses
    
    
    15,000Legal fees and expenses
    
    
    35,000Miscellaneous
    
    
    5,000Total
    
    $
    62,657
 Item 15. Indemnification of Directors and Officers
     II-1




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Item 16. Exhibits
  Exhibit No.
    
    Document Description3.1
    
    Amended and Restated Articles of Incorporation of the Company, as amended and
restated as of April 20, 2006 (incorporated by reference to Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended April 30, 2006)3.2
    
    By-laws of the Company, as amended and restated as of April 20, 2006 (incorporated
by reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q for the
quarter ended April 30, 2006)4.1
    
    See Exhibits 3.1 and 3.2 for provisions of the Companys Amended and Restated
Articles of Incorporation, as amended, and By-laws, as amended defining the rights
of holders of Class A and Class B common stock4.2
    
    Specimen of Class A common stock certificate (incorporated by reference to Exhibit
4.2 to Amendment No. 3 to the Companys Registration Statement on Form S-1
(Registration No. 33-42336) filed with the Commission on October 7, 1991)4.3
    
    Rights Agreement dated as of October 28, 1999, between Stewart Enterprises, Inc.
and ChaseMellon Shareholder Services, L.L.C. as Rights Agent (incorporated by
reference to Exhibit 1 to the Companys Form 8-A dated November 3, 1999)4.4
    
    Amendment No. 1 to the Rights Agreement dated June 26, 2007 between Stewart
Enterprises, Inc., and Mellon Investor Services LLC (incorporated by reference to
Exhibit 4.4 to the Companys 8-K dated June 21, 2007)4.5
    
    Amended and Restated Credit Agreement dated November 19, 2004 by and among the
Company, Empresas Stewart-Cementerios and Empresas Stewart-Funerarias, as
Borrowers, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing
Line Lender and L/C Issuer and The Other Lenders party hereto (incorporated by
reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated
November 22, 2004)4.6
    
    Indenture dated as of February 11, 2005 by and among Stewart Enterprises, Inc.,
the Guarantors thereunder and U.S. Bank National Association, as Trustee, with
respect to the 6.25 percent Senior Notes due 2013 (including form of 6.25 percent
Senior Note due 2013) (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K dated February 11, 2005)4.7
    
    Indenture dated June 27, 2007 by and among Stewart Enterprises, Inc., the
guarantors named therein and U.S. Bank National Association, as trustee, with
respect to the 3.125% Senior Convertible Notes due 2014 (including form of 3.125%
Senior Convertible Notes due 2014) (incorporated by reference to Exhibit 4.1 to
the Companys Form 8-K dated June 21, 2007)4.8
    
    Indenture dated June 27, 2007 by and among Stewart Enterprises, Inc., the
guarantors named therein and U.S. Bank National Association, as trustee, with
respect to the 3.375% Senior Convertible Notes due 2016 (including form of 3.375%
Senior Convertible Notes due 2016) (incorporated by reference to Exhibit 4.2 to
the Companys Form 8-K dated June 21, 2007)4.9
    
    Registration Rights Agreement dated June 27, 2007 by and among Stewart
Enterprises, Inc., the guarantors named therein and the Initial Purchasers
(incorporated by reference to Exhibit 4.3 to the Companys Form 8-K dated June 21,
2007)*5.1
    
    Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. (with
respect to the Class A common stock)*5.2
    
    Opinion of Davis, Polk & Wardwell (with respect to the notes)*12.1
    
    Computation of Ratio of Earnings to Fixed Charges
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Exhibit No.
    
    Document Description*23.1
    
    Consent of Independent Registered Public Accounting Firm23.2
    
    Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. (included
in Exhibit 5.1)23.3
    
    Consent of Davis Polk &Wardwell (included in Exhibit 5.2)24.1
    
    Powers of Attorney (included in the signature pages to this registration statement)*25.1
    
    Statement of Eligibility of Trustee on Form T-1
 
 *
    
    Filed herewith. Item 17. Undertakings
 (a)
    
    The undersigned registrant hereby undertakes:
 (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospects
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement.(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
 provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
 (2)
    
    That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.(4)
    
    That, for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
  II-3




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(b)
    
    The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrants annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fideoffering
thereof.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, that registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
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SIGNATURES
 th
 STEWART ENTERPRISES, INC./s/ Thomas M. KitchenBy:
    
    Thomas M. KitchenSenior Executive Vice Presidentand Chief Financial Officer
   Signature
    
    Title
    
    Date/s/  Thomas J. CrawfordThomas J. Crawford(Principal Executive Officer)
    
    President,
Chief
Executive Officer
and a Director
    
    September 6, 2007/s/ Thomas M. KitchenThomas M. Kitchen(Principal Financial Officer)
    
    Senior
Executive
Vice President,
Chief Financial
Officer and a
Director
    
    September 6, 2007/s/Angela M. LacourAngela M. Lacour(Principal Accounting Officer)
    
    Vice
President,
Corporate
Controller and
Chief Accounting
Officer
    
    September 6, 2007
 S-1




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Signature
    
    Title
    
    Date/s/  Frank B. Stewart, Jr.Frank B. Stewart, Jr.
    
    Chairman
of the Board
    
    September 6, 2007/s/ Alden J. McDonald, Jr.Alden J. McDonald, Jr.
    
    Director
    
    September 6, 2007/s/ Ronald H. PatronRonald H. Patron
    
    Director
    
    September 6, 2007/s/ Michael O. ReadMichael O. Read
    
    Director
    
    September 6, 2007/s/ Ashton J. Ryan, Jr.Ashton J. Ryan, Jr.
    
    Director
    
    September 6, 2007
 S-2




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SIGNATURES
 th
 
 S-3




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S-4




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S-5




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S-6




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By:
    
    /s/  Thomas M. KitchenThomas M. KitchenAuthorized Representative
   Signature
    
    Title
    
    Date/s/ Thomas J. CrawfordThomas J. Crawford(Principal Executive Officer)
    
    Principal
Executive Officer
    
    September 6, 2007/s/ Thomas M. KitchenThomas M. Kitchen(Principal Financial Officer)
    
    Principal
Financial Officer and a Director
    
    September 6, 2007/s/ Angela M. LacourAngela M. Lacour(Principal Accounting Officer)
    
    Principal
Accounting Officer
    
    September 6, 2007/s/ Lewis J. Derbes, Jr.Lewis J. Derbes, Jr.
    
    Director
    
    September 6, 2007/s/ Martin R. de LauréalMartin R. de Lauréal
    
    Director
    
    September 6, 2007
 S-7




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EXHIBIT INDEX
 Exhibit No.
    
    Document Description3.1
    
    Amended and Restated Articles of Incorporation of the Company, as amended and
restated as of April 20, 2006 (incorporated by reference to Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended April 30, 2006)3.2
    
    By-laws of the Company, as amended and restated as of April 20, 2006 (incorporated
by reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q for the
quarter ended April 30, 2006)4.1
    
    See Exhibits 3.1 and 3.2 for provisions of the Companys Amended and Restated
Articles of Incorporation, as amended, and By-laws, as amended defining the rights
of holders of Class A and Class B common stock4.2
    
    Specimen of Class A common stock certificate (incorporated by reference to Exhibit
4.2 to Amendment No. 3 to the Companys Registration Statement on Form S-1
(Registration No. 33-42336) filed with the Commission on October 7, 1991)4.3
    
    Rights Agreement dated as of October 28, 1999, between Stewart Enterprises, Inc.
and ChaseMellon Shareholder Services, L.L.C. as Rights Agent (incorporated by
reference to Exhibit 1 to the Companys Form 8-A dated November 3, 1999)4.4
    
    Amendment No. 1 to the Rights Agreement dated June 26, 2007 between Stewart
Enterprises, Inc., and Mellon Investor Services LLC (incorporated by reference to
Exhibit 4.4 to the Companys 8-K dated June 21, 2007)4.5
    
    Amended and Restated Credit Agreement dated November 19, 2004 by and among the
Company, Empresas Stewart-Cementerios and Empresas Stewart-Funerarias, as
Borrowers, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing
Line Lender and L/C Issuer and The Other Lenders party hereto (incorporated by
reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated
November 22, 2004)4.6
    
    Indenture dated as of February 11, 2005 by and among Stewart Enterprises, Inc.,
the Guarantors thereunder and U.S. Bank National Association, as Trustee, with
respect to the 6.25 percent Senior Notes due 2013 (including form of 6.25 percent
Senior Note due 2013) (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K dated February 11, 2005)4.7
    
    Indenture dated June 27, 2007 by and among Stewart Enterprises, Inc., the
guarantors named therein and U.S. Bank National Association, as trustee, with
respect to the 3.125% Senior Convertible Notes due 2014 (including form of 3.125%
Senior Convertible Notes due 2014) (incorporated by reference to Exhibit 4.1 to
the Companys Form 8-K dated June 21, 2007)4.8
    
    Indenture dated June 27, 2007 by and among Stewart Enterprises, Inc., the
guarantors named therein and U.S. Bank National Association, as trustee, with
respect to the 3.375% Senior Convertible Notes due 2016 (including form of 3.375%
Senior Convertible Notes due 2016) (incorporated by reference to Exhibit 4.2 to
the Companys Form 8-K dated June 21, 2007)4.9
    
    Registration Rights Agreement dated June 27, 2007 by and among Stewart
Enterprises, Inc., the guarantors named therein and the Initial Purchasers
(incorporated by reference to Exhibit 4.3 to the Companys Form 8-K dated June 21,
2007)*5.1
    
    Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. (with
respect to the Class A common stock)*5.2
    
    Opinion of Davis, Polk & Wardwell (with respect to the notes)*12.1
    
    Computation of Ratio of Earnings to Fixed Charges*23.1
    
    Consent of Independent Registered Public Accounting Firm23.2
    
    Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. (included
in Exhibit 5.1)
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Exhibit No.
    
    Document Description23.3
    
    Consent of Davis Polk &Wardwell (included in Exhibit 5.2)24.1
    
    Powers of Attorney (included in the signature pages to this registration statement)*25.1
    
    Statement of Eligibility of Trustee on Form T-1
 
 *
    
    Filed herewith. E-2