As Filed with the Securities and Exchange Commission on June 30, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STEWART & STEVENSON SERVICES, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
3511
(Primary Standard Industrial Classification Code Number)
74-1051605
(I.R.S. Employer Identification No.)
2707 NORTH LOOP WEST, SUITE 800, HOUSTON, TEXAS 77008
TELEPHONE: (713) 868-7700
(Address, including zip code, and telephone number including
area code, of registrant's principal executive offices)
LAWRENCE E. WILSON
P. O. BOX 1637, HOUSTON, TEXAS 77251-1637
TELEPHONE: (713) 868-7676
(Name, address, including zip code, and telephone number including
area code, of agent for service)
________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
possible after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G check the following box [ ]
<TABLE>
<CAPTION>
________________________________________________________________________________________________________________
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered registered unit<F1><F2> price<F1><F2> fee<F2>
________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
without par value 500,000 $ 41.375 $ 20,687,500 $ 7,133.62
________________________________________________________________________________________________________________
<FN>
<F1> Estimated solely for purposes of computing the registration fee.
<F2> Calculated pursuant to Rule 457(f) based on the average of the high and low prices reported by the National Association of
Securities Dealers Automated Quotation National Market System on June 24, 1994, for Stewart & Stevenson Services, Inc.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
CROSS REFERENCE SHEET
Stewart & Stevenson Services, Inc.
PART I
Form S-4 Item Number and Caption Location in Prospectus
A. Information About the Transaction
Item 1. Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus Facing Page of Registration
Statement; Cross Reference
Sheet
Item 2. Inside Front and Outside
Back Cover Pages of Prospectus Inside Front and Outside
Back Cover Page of
Prospectus; Available
Information; Incorporation
of Certain Information by
Reference
Item 3. Risk Factors, Ratio of
Earnings to Fixed Charges
and Other Information Selected Financial Data
Item 4. Terms of the Transaction *
Item 5. Pro Forma Financial Information *
Item 6. Material Contracts with the
Company being Acquired *
Item 7. Additional Information
Required for Reoffering
by Persons and Parties
Deemed to be Underwriters **
Item 8. Interests of named Experts
and Counsel Legal Matters; Experts
Item 9. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities **
B. Information About the Registrant
Item 10. Information with Respect
to S-3 Registrants The Company; Incorporation
of Certain Information by
Reference
Item 11. Incorporation of Certain
Information by Reference Incorporation of Certain
Information by Reference
Item 12. Information with Respect
to S-2 or S-3 Registrants **
Item 13. Incorporation of Certain
Information by Reference **
Item 14. Information with Respect
to Registrants Other than
S-3 or S-2 Registrants **
C. Information About the Company Being Acquired
Item 15. Information with Respect
to S-3 Companies **
Item 16. Information with Respect
to S-2 or S-3 Companies **
Item 17. Information with Respect
to Companies Other than
S-3 or S-2 Companies *
D. Voting and Management Information
Item 18. Information if Proxies,
Consents or Authorizations
are to be Solicited *
Item 19. Information if Proxies,
Consents or Authorizations
are not to be Solicited or in
an Exchange Offer *
_______________
* Inapplicable (or partially inapplicable as indicated) upon filing of this
Registration Statement - may be included in subsequent amendments under
certain circumstances.
** Not applicable or answer is negative.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion
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 June __, 1994, the last reported sales price of Common Stock,
as reported by Nasdaq NMS, was $______ 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.
June , 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
_________________________
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides:
1) A corporation may indemnify any officer or director from and against
any judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by him in an action, suit, investigation or other proceeding to which
he is, was, or is threatened to be a party; provided that it is determined by
the Board of Directors, a committee thereof, special legal counsel, or a
majority of the stockholders that such officer or director: (a) conducted
himself in good faith; (b) (i) in the case of his conduct as a director of the
corporation, reasonably believed that his conduct was in the best interest of
the corporation or (ii) in all other cases, that his conduct was at least not
opposed to the corporation's interest; and (c) in a criminal case, had no
reasonable cause to believe his conduct was unlawful. Such indemnity is limited
to the reasonable expenses actually incurred in matters as to which the officer
or director is found liable to the corporation or is found liable on the basis
that a personal benefit was improperly received by him. No indemnification is
permitted with respect to any proceeding in which the officer or director is
found liable for willful or intentional misconduct in the performance of his
duty to the corporation.
2) A corporation shall indemnify an officer or director against
reasonable expenses incurred by him in connection with an action, suit,
investigation, or other proceeding to which he is, was, or was threatened to be
a party if he has been wholly successful in its defense.
3) A corporation may advance an officer or director the reasonable costs
of defending an action, suit, investigation or other proceeding in certain
cases.
4) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.
The bylaws of the Company provide in relevant part:
"Section 6.9. Indemnification of Officers and Directors. The Corporation shall
indemnify any person against any judgment, penalty, fine, settlement and
reasonable expenses incurred by him in connection with any threatened, pending
or completed action, suit or proceeding in which such person is or is threatened
to be made a party because he is or was serving as an officer or director of the
Corporation or at the request of the Corporation as an officer, director,
partner, venturer, proprietor, trustee, employee, agent or other functionary of
another entity and (i) such person is wholly successful in the defense thereof,
or (ii) it is determined in the manner required by law that such person
conducted himself in good faith, reasonably believed that his conduct was in the
best interest of the Corporation and had no reasonable cause to believe that his
conduct was unlawful; provided, however, that no person shall be indemnified
with respect to any matter as to which such person is found liable to the
Corporation. Any such indemnification shall be reported in writing to the
stockholders of the Corporation on or before the notice or waiver of notice of
the next stockholders' meeting and in any event within twelve (12) months of the
indemnification. The right of indemnification under this Section 6.9 shall be
in addition to any other rights to which such persons may be entitled."
The Company has purchased a directors' and officers' liability and corporation
reimbursement policy in the amount of $20,000,000, which, subject to certain
exceptions, protects the officers and directors of the Company against
liabilities arising from any claim for breach of duty, neglect, error,
misstatement, misleading statement, omission or other act attempted, committed
or allegedly committed by reason of the director or officer acting in such
capacity. The Company has also executed and delivered indemnity agreements with
its officers and directors that provide indemnification to the extent permitted
by Texas law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits listed below are filed as part of the Registration Statement.
Exhibit Number Description of Exhibit
1. Underwriting agreement.*
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession.*
3. (i) Articles of Incorporation; (ii) Bylaws.*
4. Instruments defining the rights of security holders,
including indentures.*
5. Opinion re legality.
5.1 - Opinion of Lawrence E. Wilson as to the legality of
the Common Stock.
6. Opinion re discount on capital shares.*
7. Opinion re liquidation preference.*
8. Opinion re tax matters.*
9. Voting trust agreement.*
10. Material contracts.*
11. Statement re computation of per share earnings.*
12. Statements re computation of ratios.*
13. Annual report to security holders, Form 10-Q or quarterly
report to security holders.*
14. Material foreign patents.*
15. Letter re unaudited interim financial information.*
16. Letter re change in certifying accountant.*
21. Subsidiaries of the registrant.*
23. Consents of experts and counsel.
23.1 - Consent of Arthur Andersen & Co.
23.2 - Consent of Lawrence E. Wilson.
24. Power of attorney
24.1 - Power of Attorney for Bob H. O'Neal (Included on Page
II-7).
24.2 - Power of Attorney for Robert L. Hargrave (Included on
Page II-7)
24.3 - Power of Attorney for C. Jim Stewart II (Included on
Page II-7)
24.4 - Power of Attorney for J. Carsey Manning (Included on
Page II-7)
24.5 - Power of Attorney for Donald E. Stevenson (Included
on Page II-7)
24.6 - Power of Attorney for Robert H. Parsley (Included on
Page II-7)
24.7 - Power of Attorney for J. W. Lander, Jr. (Included on
Page II-7)
24.8 - Power of Attorney for James H. Elder, Jr. (Included
on Page II-7)
24.9 - Power of Attorney for Jack T. Currie (Included on
Page II-7)
24.10 - Power of Attorney for Robert S. Sullivan (Included
on Page II-7)
25. Statement of eligibility of trustee.*
26. Invitation for competitive bids.*
27. Financial Data Schedule.*
28. Information from reports furnished to state insurance
regulatory authorities.*
99. Additional Exhibits.*
____________
* Inapplicable to this filing.
ITEM 22. UNDERTAKINGS.
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 provisions set forth in Item 20 above 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 Act 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 of controlling person in
connection with the securities being registered, the 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 Act and will
be governed by the final adjudication of such issue.
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;
(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.
(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 purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 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 fide offering
thereof.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, and State of Texas, on the 30th day of June,
1994.
STEWART & STEVENSON SERVICES, INC.
(Registrant)
/s/ Bob H. O'Neal
By___________________________________________
Bob H. O'Neal, President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Bob H.
O'Neal and Robert L. Hargrave and each of them, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<S> <C> <C>
Signatures Titles Date
/s/ Bob H. O'Neal
_________________________ President, Chief Executive Officer and Director June 30, 1994
(Bob H. O'Neal) (Principal Executive Officer)
/s/ Robert L. Hargrave
_________________________ Group Vice President, Chief Financial Officer, June 30, 1994
(Robert L. Hargrave) Treasurer and Director (Principal Financial
Officer and Principal Accounting Officer)
/s/ C. Jim Stewart II
_________________________ Director June 30, 1994
(C. Jim Stewart II)
/s/ J. Carsey Manning
_________________________ Director June 30, 1994
(J. Carsey Manning)
/s/ Donald E. Stevenson
_________________________ Director June 30, 1994
(Donald E. Stevenson)
/s/ Robert H. Parsley
_________________________ Director June 30, 1994
(Robert H. Parsley)
/s/ J.W. Lander, Jr.
_________________________ Director June 30, 1994
(J.W. Lander, Jr.)
/s/ James H. Elder, Jr.
_________________________ Director June 30, 1994
(James H. Elder, Jr.)
_________________________ Director June __, 1994
(Jack T. Currie)
/s/ Robert S. Sullivan
_________________________ Director June 30, 1994
(Robert S. Sullivan)
</TABLE>
EXHIBIT 5.1
LEGAL OPINION
June 30, 1994
Stewart & Stevenson Services, Inc.
2707 North Loop West, Suite 800
Houston, Texas 77008
Re: Issuance and sale of up to 500,000 shares of common stock of
Stewart & Stevenson Services, Inc.
Gentlemen:
I have acted as counsel for Stewart & Stevenson Services, Inc., a Texas
corporation (the "Company"), in connection with the proposed sale by the Company
of a maximum of 500,000 shares of common stock, without par value, of the
Company (the "Shares") in a public offering pursuant to the terms of the
Registration Statement (as hereinafter defined).
I have made such inquiries and examined such documents as I have considered
necessary or appropriate for the purpose of giving the opinion hereinafter set
forth, including the examination of executed or conformed counterparts, or
copies certified or otherwise proved to my satisfaction of the following:
(i) the Second Restated Articles of Incorporation of the Company as
filed with the Secretary of State of Texas on April 20, 1992.
(ii) the Bylaws of the Company and the minutes of the proceedings of
stockholders and directors of the Company through the date of this opinion;
(iii) the Registration Statement on Form S-4 (Registration No. 33-
__________) of the Company, including the related prospectus filed with the
Securities and Exchange Commission (the "Commission") on June 30, 1994 (the
"Registration Statement"); and
(iv) such other documents, corporate records, certificates and other
instruments as I have deemed necessary or appropriate for the purpose of this
opinion.
I have assumed the genuineness and authenticity of all signatures on all
original documents, the authenticity of all documents submitted to me as
originals, the conformity to originals of all documents submitted to me as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution, delivery or recordation are
prerequisites to the effectiveness thereof.
Based on the foregoing, and having regard for such legal considerations as
I deem relevant, I am of the opinion that:
(i) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas pursuant to the Texas
Business Corporation Act; and
(ii) The Shares are duly and validly authorized and, when sold as
contemplated by the Registration Statement, will be legally issued, fully paid
and nonassessable, with no personal liability attaching to the ownership
thereof.
Very truly yours,
STEWART & STEVENSON SERVICES, INC.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
EXHIBIT 23.l
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 21, 1994
included in Stewart & Stevenson Services, Inc.'s Form 10-K for the year ended
January 31, 1994 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen & Company
Arthur Andersen & Company
Houston, Texas
June 29, 1994
EXHIBIT 23.2
CONSENT OF LEGAL COUNSEL
Stewart & Stevenson Services, Inc.
Houston, Texas
As legal counsel, I hereby consent to the incorporation by reference in this
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission on June 30, 1994 of my opinion regarding legality of the shares
registered and to all references to me included in this registration statement.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
June 30, 1994
