STEWART & STEVENSON SERVICES, INC.
500,000 SHARES OF COMMON STOCK (WITHOUT PAR VALUE)
PROSPECTUS
The Prospectus covers 500,000 shares of common stock, without par value
(the "Common Stock"), of Stewart & Stevenson Services, Inc. (the "Company")
which may be offered and issued by the Company from time to time in the
acquisition of other businesses or properties.
It is anticipated that such acquisitions will consist principally of
businesses that are engaged in the design, manufacture, sale, operation or
maintenance of sophisticated machinery similar to the machinery currently
manufactured, sold, operated and maintained by the Company, but on occasion, an
acquired business may be dissimilar to the business of the Company. The
consideration for acquisitions will consist of shares of Common Stock, cash,
notes, assumption of liabilities or a combination thereof, as determined from
time to time by negotiations between the Company and the owners or controlling
persons of the businesses or properties to be acquired. In addition, the
Company may lease property from and enter into management agreements and
consulting and noncompetition agreements with the former owners and key
executive personnel of the businesses to be acquired.
The terms of an acquisition are determined by negotiations between the
Company's representatives and the owners or controlling persons of the business
or properties to be acquired. Factors taken into account in acquisitions
include the potential for market expansion, the established quality and
reputation of the business and its management, earning power, cash flow, growth
potential, real estate, equipment, locations of the business to be acquired and
the market value of the Common Stock when pertinent. It is anticipated that
shares of Common Stock issued in any such acquisition will be valued at a price
reasonably related to the current market value of the Common Stock, either at
the time the terms of the acquisition are tentatively agreed upon, or at or
about the time of closing, or during the period or periods prior to delivery of
the shares.
The Common Stock is traded on the National Association of Securities
Dealers Automated Quotation National Market System ("Nasdaq NMS") under the
symbol "SSSS." On July 12, 1994, the last reported sales price of Common Stock,
as reported by Nasdaq NMS, was $40.75 per share.
THE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
July 12, 1994
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files, reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Chicago Regional Office, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511, and New York Regional Office, 7 World Trade Center, New York, New York
10048. Copies of such material may also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549-1004
at prescribed rates. Registration statements, reports, proxy and information
statements, and other information filed by the Company may also be inspected at
the National Association of Securities Dealers, Inc., 1735 K. Street, N.W.,
Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the securities offered
hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE)
ARE AVAILABLE UPON REQUEST FROM THE OFFICE OF THE CORPORATE SECRETARY, STEWART &
STEVENSON SERVICES, INC., P. O. BOX 1637, HOUSTON, TEXAS 77251-1637, TELEPHONE
(713) 868-7700.
The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any and all of the documents referred to
below which have or may be incorporated herein by reference, other than exhibits
to such documents, unless such exhibits are specifically incorporated herein by
reference. Requests for such documents should be directed to the person
indicated in the immediately preceding paragraph.
The following documents, which have been filed with the Commission (File
No. 0-8493) pursuant to the Exchange Act are hereby incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for its fiscal year ended
January 31, 1994, as amended by Form 10-K/A dated May 5, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the period ended April
30, 1994.
(3) The following portions of the Company's Proxy Statement for its 1994
Annual Meeting of Shareholders held June 14, 1994 which were incorporated by
reference into the Company's Annual Report on Form 10-K for its fiscal year
ended January 31, 1994:
(a) Information under the caption "Voting Securities and Ownership Thereof
by Certain Beneficial Owners and Management" on page 2;
(b) Information under the caption "Election of Directors" on pages 3
through 6; and
(c) Information under the caption "Executive Compensation" on pages 6
through 10.
(4) The description of the Common Stock included in the Company's
Registration Statement on Form 8-A filed May 31, 1977, pursuant to Section 12(g)
of the 1934 Act.
All documents and reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of Common Stock offered hereby, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents or reports. All information
appearing in this Prospectus or in any document incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements (including notes thereto) appearing in the documents
incorporated herein by reference and should be read together with such
information and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus except as so modified or superseded.
THE COMPANY
Stewart & Stevenson Services, Inc., founded in Houston, Texas in 1902, is
primarily engaged in the custom packaging of engine systems for the generation
of electrical and mechanical power. The Company's core business consists of
three segments: the Engineered Power Systems segment, the Distribution segment,
and the Tactical Vehicle Systems segment.
The Engineered Power Systems segment designs, engineers and markets engine-
driven equipment principally utilizing diesel or gas turbine engines supplied by
independent manufacturers. The Company's products include gas turbine-driven
generator sets for primary electrical power, including cogeneration
applications, and diesel-driven generator sets for primary, emergency or stand-
by electrical power sources. The Company's engineered power systems are
marketed worldwide, and the Company believes that the international market
offers significant opportunities because of the potential growth in demand for
electric power, particularly in developing nations. In addition, the Company
offers long-term operation and maintenance contracts for large gas turbine
projects. The Company also manufactures power systems for both military and
commercial marine applications, aircraft ground support equipment and equipment
for the oil field service industry.
The Distribution segment markets industrial equipment and related parts
manufactured by others and provides in-shop and on-site repair services for such
products. This segment began in 1938 and currently markets Detroit Diesel
engines, General Motors Electro-Motive diesel engines, Allison automatic
transmissions, Hyster material handling equipment, Thermo King transport
refrigeration units and John Deere construction, utility and forestry equipment.
The Distribution segment markets in Texas and other Western and Southern states,
as well as in Venezuela, Mexico and Central America.
The Tactical Vehicle Systems segment manufactures 2 1/2-ton and 5-ton
trucks (the "FMTV") pursuant to a contract, valued at approximately $1.2
billion, to manufacture approximately 11,000 vehicles for the U.S. Army - Tank
Automotive Command. This segment also markets the FMTV to the armed forces of
other countries and to other branches of the U. S. Government.
The Company's authorized capital stock consists of 50,000,000 shares of
common stock, without par value. As of April 26, 1994, 32,945,910 shares of
Common Stock were outstanding. The transfer agent and registrar for the Common
Stock is Bank of New York, N.A.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered and
issued by the Company from time to time in the acquisition of other businesses
or properties. Other than the businesses or properties acquired, there will be
no proceeds to the Company from these offerings.
SELECTED FINANCIAL DATA
The following selected financial data of the Company should be read in
conjunction with the Consolidated Financial Statements and notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1994, as amended by Form 10-K/A dated May 5, 1994, and the Company's
Quarterly Report on Form 10-Q for the three months ended April 30, 1994, both of
which are incorporated by reference in this Prospectus. See "Incorporation of
Certain Documents by Reference."
<TABLE>
<CAPTION>
(In thousands, except per share data)
Three Month Ended
April 30, Year Ended January 31,
_______________________ _________________________________________________________________
1994 1993 1994 1993 1992 1991 1990
_________ _________ _________ _________ _________ _________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Financial Data:
Sales $ 259,155 $ 220,153 $ 981,892 $ 812,526 $ 686,363 $ 645,766 $ 604,868
Earnings before income
taxes and accounting
change <F1> 22,830 17,851 85,301 64,376 52,259 43,152 39,009
Earnings before change
in accounting <F1> 15,029 12,092 56,780 43,958 35,703 29,384 27,264
Net earnings <F1> 15,029 12,092 56,780 34,658 35,703 29,384 27,264
Total Assets 679,070 563,560 692,624 573,348 477,858 394,118 311,273
Short-Term debt (including
current portion of Long-Term
debt) 31,973 3,274 7,219 3,252 4,582 58,616 9,091
Long-Term debt 68,000 46,228 68,000 44,451 27,939 37,982 23,544
Per Share Data:
Earnings before change in
accounting <F1> .46 .37 1.73 1.35 1.18 0.99 0.97
Net earnings <F1> .46 .37 1.73 1.06 1.18 0.99 0.97
Cash dividends declared .06 .05 0.23 0.19 0.15 0.11 0.0725
<FN>
<F1> The Company adopted SFAS 106 effective February 1, 1992, resulting in a cumulative charge to 1992 earnings of $9,300, or $.29
per share, after a deferred tax benefit of $4,790 (see Note 7 in the notes to the consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1994, as amended by Form 10-K/A dated May
5, 1994, which is incorporated herein by reference).
</TABLE>
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock will be passed
upon for the Company by Lawrence E. Wilson, Corporate Counsel of the Company.
Mr. Wilson owns 511 shares of Common Stock and has options to purchase 22,000
shares of Common Stock, of which 5,500 are exercisable within 60 days.
EXPERTS
The audited consolidated financial statements and schedules of the Company
at January 31, 1994 and 1993 and for each of the three years in the period ended
January 31, 1994, incorporated by reference in this Prospectus have been audited
by Arthur Andersen & Co., independent public accountants, as indicated in their
reports thereon incorporated herein by reference. The financial statements
audited by Arthur Andersen & Co. have been incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving such reports.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF STEWART & STEVENSON SERVICES, INC. SINCE THE DATE HEREOF OR THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
Table of Contents
Available Information 2
Incorporation of Certain
Documents By Reference 2
The Company 4
Use of Proceeds 4
Selected Financial Data 5
Legal Matters 6
Experts 6
Stewart & Stevenson
Services, Inc.
500,000 Shares of
Common Stock
(without par value)
________________________
PROSPECTUS
_________________________
