Attached files
file | filename |
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EX-4.1 - EX-4.1 - STEWART ENTERPRISES INC | h81421exv4w1.htm |
EX-99.1 - EX-99.1 - STEWART ENTERPRISES INC | h81421exv99w1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2011
STEWART ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA (State or other jurisdiction of incorporation) |
1-15449 (Commission File Number) |
72-0693290 (I.R.S. Employer Identification No.) |
1333 South Clearview Parkway
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)
(504) 729-1400
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
As previously announced, on April 4, 2011, Stewart Enterprises, Inc. (the Company) commenced
a cash tender offer and consent solicitation for any and all of its outstanding $200,000,000
aggregate principal amount 6.25% Senior Notes due 2013 (the 6.25% Notes) and a solicitation of
consents to amend the indenture governing the 6.25% Notes (the Indenture) on the terms and
subject to the conditions set forth in the Companys Offer to Purchase and Consent Solicitation
Statement. On April 15, 2011, the Company announced that, as of 5:00 p.m., New York City time, on
April 15, 2011, it had received the requisite consents to amend the Indenture and accordingly
entered into a supplemental indenture, dated April 15, 2011 (the Supplemental Indenture), to the
Indenture with U.S. Bank National Association, as trustee for the 6.25% Notes.
The Supplemental Indenture, among other things, eliminates substantially all of the
restrictive covenants and certain event of default provisions in the Indenture. The Supplemental
Indenture will not become effective until a majority in aggregate principal amount of the
outstanding Notes has been purchased by Stewart pursuant to the terms of the tender offer and
consent solicitation.
A copy of the Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein
by reference. The description of the Supplemental Indenture contained herein is qualified in its
entirety by the full text of such exhibit.
Item 3.03 | Material Modification to Rights of Security Holders. |
See Item 1.01 hereto, which is incorporated herein by reference, with respect to the execution
of the Supplemental Indenture on April 15, 2011.
Item 8.01 | Other Events. |
On April 15, 2011, the Company issued a press release announcing that, as of 5:00 p.m., New
York City time, on April 15, 2011, it had received the requisite consents and tenders from the
holders of $194,188,000 in aggregate principal amount of its outstanding 6.25% Notes in connection
with its tender offer and consent solicitation for such notes, as discussed in Item 1.01 hereto. A
copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description | |||
4.1 | Supplemental Indenture dated as of April 15, 2011 to the
Indenture dated as of February 11, 2005 by and among
Stewart Enterprises, Inc., the subsidiary guarantors and
U.S. Bank National Association, as trustee |
|||
99.1 | Press release by Stewart Enterprises, Inc., dated April 15,
2011, announcing receipt of requisite consents with respect
to its tender offer and consent solicitation for its 6.25%
Senior Notes due 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STEWART ENTERPRISES, INC. |
||||
April 18, 2011 | /s/ Angela M. Lacour | |||
Angela M. Lacour | ||||
Vice President
Corporate Controller Chief Accounting Officer |
EXHIBIT INDEX
Exhibit Number | Description | |||
4.1 | Supplemental Indenture dated as of April
15, 2011 to the Indenture dated as of
February 11, 2005 by and among Stewart
Enterprises, Inc., the subsidiary
guarantors and U.S. Bank National
Association, as trustee |
|||
99.1 | Press release by Stewart Enterprises,
Inc., dated April 15, 2011, announcing
receipt of requisite consents with respect
to its tender offer and consent
solicitation for its 6.25% Senior Notes
due 2013 |