Additional Proxy Soliciting Materials (definitive) (defa14a)
18 Julio 2013 - 10:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act
of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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x
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-12.
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Stewart Enterprises, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(c)(1) (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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FOR IMMEDIATE RELEASE:
FTC ISSUES REQUESTS FOR ADDITIONAL INFORMATION IN CONNECTION WITH THE SERVICE CORPORATION INTERNATIONAL / STEWART ENTERPRISES, INC. MERGER
HOUSTON and NEW ORLEANS, July 17, 2013 . . . Service Corporation International (NYSE: SCI) (SCI) and Stewart
Enterprises, Inc. (Nasdaq GS: STEI) (Stewart) today announced that they have each received a request for additional information from the Federal Trade Commission (FTC) in connection with its review of SCIs pending
acquisition of Stewart. These FTC requests, commonly referred to as the second request, were anticipated by SCI and Stewart. They extend the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until the
30
th
day after substantial compliance by SCI and Stewart
with the requests, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. SCI and Stewart intend to continue to work with the FTC and to respond promptly to the request. The companies continue to believe that the
pending acquisition will be completed in late 2013 or early 2014.
About Stewart Enterprises, Inc.
Founded in 1910, Stewart Enterprises, Inc. is the second largest provider of products and services in the death care industry in the United States.
Stewart currently owns and operates 217 funeral homes and 141 cemeteries in the United States and Puerto Rico.
Cautionary Statements
This press release includes forward-looking statements that are generally identifiable through the use of words such as
believe, expect, intend, plan, estimate, anticipate, project, will and similar expressions. These forward-looking statements rely on assumptions,
estimates and predictions that could be inaccurate and that are subject to risks and uncertainties that could cause actual results to differ materially from Stewarts goals or forecasts. These risks and uncertainties include, but are not
limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings instituted against Stewart related to the merger agreement; the inability to
complete the transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the transaction, including the receipt of all regulatory approvals related to the transaction; the failure of
SCIs financing arrangements to fund in accordance with the financing commitment; the disruption of managements attention from Stewarts ongoing business operations due to the transaction; the effect of the announcement of the
transaction on Stewarts relationships with its customers, operating results and business generally; the effects of local and national economic, credit and capital market conditions; and other risk factors described in Stewarts Annual
Report on Form 10-K for the year ended October 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended April 30, 2013 filed with the Securities and Exchange Commission (the SEC). Stewart disclaims any obligation or
intent to update or revise any forward-looking statements in order to reflect events or circumstances after the date of this release.
Important Additional Information and Where to Find It
In connection with the transaction, Stewart filed with the SEC its Definitive Proxy Statement on July 11, 2013 and mailed it to its shareholders on or about July 16, 2013, and may furnish or
file other materials with the SEC in connection with the transaction. The Definitive Proxy Statement contains important information about Stewart, SCI, the merger agreement and voting agreement, transactions contemplated by these agreements and
related matters. Investors and security holders are urged to carefully read the Definitive Proxy Statement, and any other materials furnished or filed with the SEC relating to the transaction when they are available, before making any voting or
investment decision. Investors and security holders can obtain free copies of the Definitive Proxy Statement, and other materials furnished or filed with the SEC, when furnished or filed, will be available, through the web site maintained by the SEC
at www.sec.gov. In addition, investors and security holders can obtain free copies of the Definitive Proxy Statement, and other materials furnished or filed with the SEC relating to the transaction, when furnished or filed, will be available, from
Stewart.
Participants in the Solicitation of Proxies
Stewart and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Stewart in connection
with the transaction described in this press release. Information regarding Stewarts directors and executive officers is included in Stewarts proxy statement for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on or
about February 22, 2013. Additional information regarding the potential participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are included in the Definitive Proxy
Statement described above. Stewarts proxy statement for its 2013 Annual Meeting of Shareholders and Definitive Proxy Statement are available, and other materials furnished or filed with the SEC relating to the transaction, when furnished or
filed, will be available, at the SECs web site at www.sec.gov and from Stewart.
CONTACT:
Martin de Laureal
Investor Relations
Stewart Enterprises, Inc.
1333 S.
Clearview Parkway
Jefferson, LA 70121
504-729-1429
mdelaureal@stei.com
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