-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzG5mQY6qvs2K1AKEpGaDZcfJMb1Zs8Ea9iiNO96ktRSKEECCvs/QKH8SYTRBbb3 Oge68i6ItRaXEbJGQWMKqg== 0001116679-08-000315.txt : 20080211 0001116679-08-000315.hdr.sgml : 20080211 20080211164335 ACCESSION NUMBER: 0001116679-08-000315 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 GROUP MEMBERS: CALEDON COMMONWEALTH LTD. GROUP MEMBERS: JC CLARK LTD. GROUP MEMBERS: JOHN C. CLARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEWART ENTERPRISES INC CENTRAL INDEX KEY: 0000878522 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 720693290 STATE OF INCORPORATION: LA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42169 FILM NUMBER: 08594090 BUSINESS ADDRESS: STREET 1: 1333 SOUTH CLEARVIEW PARKWAY CITY: JEFFERSON STATE: LA ZIP: 70121 BUSINESS PHONE: 5047291400 MAIL ADDRESS: STREET 1: 1333 SOUTH CLEARVIEW PARKWAY CITY: JEFFERSON STATE: LA ZIP: 70121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK JC LTD CENTRAL INDEX KEY: 0001244195 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 161 BAY STREET STE2240 STREET 2: BCE PLACE TORIBTI IBTARTI CITY: TORONTO ONTARTO M5J 2S1 STATE: A6 ZIP: 0000 SC 13G/A 1 clark13ga-021108.htm AMENDMENT NO. 2 clark13ga-021108.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
 
Stewart Enterprises, Inc.
(Name of Issuer)
 
 
 
Class A Common Stock
(Title of Class of Securities)
 
 
 
 
860370105
  
 
(CUSIP Number)
  
 
 
 
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨           Rule 13d-1(b)
ý           Rule 13d-1(c)
¨           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
1.
Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
 
 
JC Clark Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           ¨
(b)           ¨
 
3.
SEC Use Only
 
 
 
4
Citizenship or Place of Organization
 
 
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
 2,760,004
6.
Shared Voting Power
 
 
179,098
7.
Sole Dispositive Power
 
 
2,760,004
8.
Shared Dispositive Power
 
 
179,098
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 2,939,102
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
 
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
 
3.10%
12.
Type of Reporting Person (See Instructions)
 
 
CO
 
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1.
Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
 
 
Caledon Commonwealth Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           ¨
(b)           ¨
 
3.
SEC Use Only
 
 
 
4
Citizenship or Place of Organization
 
 
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
2,760,004
6.
Shared Voting Power
 
 
179,098
7.
Sole Dispositive Power
 
 
 2,760,004
8.
Shared Dispositive Power
 
 
179,098
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,939,102
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
 
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
 
3.10%
12.
Type of Reporting Person (See Instructions)
 
 
CO
 
-3-

1.
Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
 
 
John C. Clark
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           ¨
(b)           ¨
 
3.
SEC Use Only
 
 
 
4
Citizenship or Place of Organization
 
 
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
 2,760,004
6.
Shared Voting Power
 
 
179,098
7.
Sole Dispositive Power
 
 
2,760,004
8.
Shared Dispositive Power
 
 
179,098
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 2,939,102
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
 
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
 
3.10%
12.
Type of Reporting Person (See Instructions)
 
 
IN
 
-4-
 
 
The Schedule 13G initially filed on June 19, 2006, as amended by Amendment No. 1 filed on February 6, 2007, is hereby amended and restated by this Amendment No. 2 to the Schedule 13G.
 
Item 1.
 
(a)         Name of Issuer:
 
  Stewart Enterprises, Inc. (the “Issuer”).
 
(b)         Address of Issuer’s Principal Executive Offices:
 
  1333 South Clearview Parkway, Jefferson, LA 70121.
 
Item 2.
 
(a)         Name of Person Filing:
 
  JC Clark Ltd., Caledon Commonwealth Ltd. and John C. Clark (the “Reporting Persons”).

(b)         Address of Principal Business, or if none, Residence:
 
  130 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 3P5.
 
(c)         Citizenship:
 
  Ontario, Canada
 
(d)         Title of Class of Securities:
 
  Class A Common Stock
 
(e)         CUSIP Number:
 
                                  860370105

 
Item 3.        If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
                     Not applicable.
 
Item 4.        Ownership:
 
(a)         Amount beneficially owned (as of February 5, 2008):
 
 2,939,102
 
(b)         Percent of class:
 
 3.10%
 
(c)         Number of shares as to which the person has:
 
 (i)           Sole power to vote or to direct the vote:    2,760,004.
 
 (ii)           Shared power to vote or to direct the vote:    179,098.
 
 
-5-
 
 (iii)           Sole power to dispose or to direct the disposition of:    2,760,004.
 
 (iv)           Shared power to dispose or to direct the disposition of:    179,098.
 
The aggregate percentage of shares of Class A Common Stock of the Issuer reported beneficially owned by the Reporting Persons is based upon the 94,671,012 shares of Class A Common Stock issued and outstanding as of November 30, 2007 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 21, 2007.
 
Beneficial ownership of Caledon Commonwealth Ltd. and John C. Clark is indirect through JC Clark Ltd.
 
Item 5.       Ownership of 5% or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the deemed beneficial owner of more than five percent of the class of securities, check the following x.
 
Item 6.       Ownership of More than Five Percent on Behalf of Another Person:
 
JC Clark Ltd., which is engaged in the business of providing discretionary investment management services, is deemed to be a beneficial owner (and Caledon Commonwealth Ltd. and John C. Clark are deemed to be indirect beneficial owners) of the Class A Common Stock reported in this Schedule 13G for purposes of Rule 13d-3 under the Act since it has the power to vote and/or the power to dispose of the Class A Common Stock held in accounts on behalf of multiple clients serviced by the firm. The clients have beneficial interests in the Class A Common Stock reported in this Schedule 13G under which they have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock.
 
Item 7.        Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
 
                    Not applicable.
 
Item 8.        Identification and Classification of Members of the Group:
 
                    Not applicable.
 
Item 9.        Notice of Dissolution of Group:
 
                    Not applicable.
 
Item 10.      Certification:
 
By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

 
-6-
 
 
SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:    February 11, 2008
 
 
JC CLARK LTD.
  
     
     
 
By:
/s/ John C. Clark
  
   
Name:
John C. Clark
  
   
Title:
 Chief Executive Officer  
         
         
         
 
JOHN C. CLARK
  
         
         
  /s/ John C. Clark  
         
         
         
  CALEDON COMMONWEALTH LTD.  
         
         
  By:  /s/ John C. Clark  
   
Name:
 John C. Clark  
   
Title:
 President  
 
 
-7-
 
 
EXHIBIT I

JOINT FILING AGREEMENT


Each of the undersigned persons does hereby agree to jointly file with the Securities and Exchange Commission this Amendment No. 2 to Schedule 13G on behalf of each of them with respect to their beneficial ownership of Class A Common Stock of Stewart Enterprises, Inc. in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 


Dated:  February 11, 2008


 
JC CLARK LTD.
  
     
     
 
By:
/s/ John C. Clark
  
   
Name:
John C. Clark
  
   
Title:
 Chief Executive Officer  
         
         
         
 
JOHN C. CLARK
  
         
         
  /s/ John C. Clark  
         
         
         
  CALEDON COMMONWEALTH LTD.  
         
         
  By:  /s/ John C. Clark  
   
Name:
 John C. Clark  
   
Title:
 President  

 
 
 
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