SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STEWART & STEVENSON SERVICES, INC.
(Exact name of registrant as specified in its charter)
Texas 74-1051605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2707 North Loop West
Houston, Texas 77008
(Address of Principal Executive Offices) (Zip Code)
STEWART & STEVENSON SERVICES, INC.
1994 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Lawrence E. Wilson
P. O. Box 1637
Houston, Texas 77251-1637
(Name and address of agent for service)
(713) 868-7700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Proposed Proposed
of Securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per share<F1> offering price<F1> registration fee
_________________ _____________ ___________________ __________________ ________________
<S> <C> <C> <C> <C>
Common Stock,
without par value
per share 150,000 $ 38.875 $ 5,831,250 $ 2,011.78
<FN>
<F1> Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price of shares of Common Stock to be purchased pursuant
to the Plan is based on the average of the high and low quoted transaction prices on April 11, 1995, for purposes of calculating the
registration fee.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-K for the year ended January 31,
1995, Current Report on Form 8-K filed March 17, 1995, the description of
Company's Common Stock included in its registration statement on Form 8-A filed
May 31, 1977, pursuant to Section 12(g) of the Securities Exchange Act of 1934
and the description of the Rights to Purchase Shares of Common Stock, without
par value, included in the registration statement on Form 8-A filed March 15,
1995, pursuant to Section 12(b) of the Securities Exchange Act of 1934 are
incorporated herein by reference. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Company incorporated by
reference in this Registration Statement from the Company's Annual Report on
Form 10-K for the year ended January 31, 1995, have been audited by Arthur
Andersen LLP, independent accountants, as indicated in their report dated March
13, 1995 and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing. The validity of the issuance of the
shares of Common Stock registered hereby will be passed upon by Lawrence E.
Wilson, Vice President and General Counsel of the Company. Mr. Wilson
beneficially owns 9,225 shares of Common Stock, including 8,500 shares which Mr.
Wilson has the right to acquire within 60 days.
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides that:
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 connection with a threatened, pending or completed 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) acted in good faith; (b) reasonably believed that
his conduct was in the best interest of the corporation or was, in some
circumstances, 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 a director against reasonable expenses
incurred by him in connection with a threatened, pending or completed 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 entered into indemnification agreements with each officer
and director under which the Company has agreed to indemnify such persons to the
fullest extent permitted by applicable laws and the bylaws of the Company. The
Company has also purchased a directors and officers liability and corporation
reimbursement policy in the amount of $10,000,000, 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K.
4.1 Stewart & Stevenson Services, Inc. 1994 Director Stock Option Plan.
5.1 Opinion of Lawrence E. Wilson, Vice President and General Counsel of
the Company.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Lawrence E. Wilson, Vice President and General Counsel of
the Company.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(l) 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;
Provided, however, That paragraph (1)(i) and (1)(ii) of this section do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
The undersigned registrant hereby undertakes 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.
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 foregoing provisions, 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 or 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.
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 of the
requirements for filing on Form S-8 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 the State of Texas, on the 18th day of
April, 1995.
STEWART & STEVENSON SERVICES, INC.
By: /s/ Bob H. O'Neal
____________________
Bob H. O'Neal
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 18th day of April, 1995.
/s/ Bob H. O'Neal /s/ Robert L. Hargrave
______________________________ ______________________________
Bob H. O'Neal Robert L. Hargrave
Director and Principal Director, Principal Financial
Executive Officer Officer and Principal
Accounting Officer
/s/ C. Jim Stewart II /s/ J. Carsey Manning
______________________________ ______________________________
C. Jim Stewart II J. Carsey Manning
Director Director
/s/ Donald E. Stevenson /s/ Jack T. Currie
______________________________ ______________________________
Donald E. Stevenson Jack T. Currie
Director Director
/s/ Robert H. Parsley /s/ Richard R. Stewart
______________________________ ______________________________
Robert H. Parsley Richard R. Stewart
Director Director
/s/ Jack W. Lander, Jr. /s/ Orson C Clay
______________________________ ______________________________
Jack W. Lander, Jr. Orson C Clay
Director Director
/s/ Robert S. Sullivan /s/ Brian H. Rowe
______________________________ ______________________________
Robert S. Sullivan Brian H. Rowe
Director Director
EXHIBIT INDEX
4.1 Stewart & Stevenson Services, Inc. 1994 Director Stock Option Plan
5.1 Opinion of Lawrence E. Wilson, Vice President and General Counsel
of the Company
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Lawrence E. Wilson
EXHIBIT 4.1
STEWART & STEVENSON SERVICES, INC.
1994 DIRECTOR STOCK OPTION PLAN
December 13, 1994
TABLE OF CONTENTS
Page
ARTICLE I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III. STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . 1
Section 3.1. Common Stock . . . . . . . . . . . . . . . . . . . . . 1
Section 3.2. Aggregate Amount . . . . . . . . . . . . . . . . . . . 1
ARTICLE IV. TERMS, CONDITIONS AND FORM OF OPTIONS . . . . . . . . . . . 1
Section 4.1. Non-Statutory Stock Options . . . . . . . . . . . . . . 2
Section 4.2. Option Grant Dates . . . . . . . . . . . . . . . . . . 2
Section 4.3. Number of Option Shares . . . . . . . . . . . . . . . . 2
Section 4.4. Transferability . . . . . . . . . . . . . . . . . . . . 2
Section 4.5. Vesting and Term of Option . . . . . . . . . . . . . . 2
Section 4.6. Change of Control . . . . . . . . . . . . . . . . . . . 2
Section 4.7. Manner of Exercise . . . . . . . . . . . . . . . . . . 3
Section 4.8. Termination of Directorship . . . . . . . . . . . . . . 3
ARTICLE V. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE VI. VALUATION OF COMMON STOCK . . . . . . . . . . . . . . . . . 4
ARTICLE VII. NO RIGHT TO CONTINUE AS A DIRECTOR . . . . . . . . . . . . 4
ARTICLE VIII. ADJUSTMENT TO STOCK . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IX. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE X. AMENDMENT OF THE PLAN . . . . . . . . . . . . . . . . . . . 5
ARTICLE XI. USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS . . . . . . . . . . . . . . 5
ARTICLE XIII. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE XIV. SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . 6
STEWART & STEVENSON SERVICES, INC.
1994 DIRECTOR STOCK OPTION PLAN
ARTICLE I. PURPOSE
The purpose of this 1994 Director Stock Option Plan (the "Plan") of Stewart
& Stevenson Services, Inc. (the "Company") is to encourage ownership in the
Company by outside directors of the Company whose continued services are
considered essential to the Company's continued progress, and to provide them
with a further incentive to continue as directors of the Company, and to
increase the value of the Company.
ARTICLE II. ELIGIBILITY
Each director of the Company is eligible to participate in the Plan, unless
he or she is an officer or employee of the Company or any subsidiary of the
Company ("Eligible Director").
ARTICLE III. STOCK SUBJECT TO THE PLAN
Section 3.1. Common Stock. The shares that are the subject of options
granted under the Plan shall be the Company's authorized but unissued shares of
Common Stock, without par value ("Stock"). In connection with the issuance of
shares of Stock under the Plan, the Company may utilize shares repurchased in
the open market or otherwise.
Section 3.2. Aggregate Amount. The maximum number of shares of Stock
which may be issued under the Plan and as to which options may be granted shall
be 150,000 shares. Such maximum number of shares shall be subject to adjustment
under Article VIII. If any option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall (unless the Plan shall have terminated) become available for issuance
pursuant to other options under the Plan.
ARTICLE IV. TERMS, CONDITIONS AND FORM OF OPTIONS
Each option granted under this Plan shall be evidenced by a written
agreement which shall be subject to the following terms and conditions:
Section 4.1. Non-Statutory Stock Options. All options granted under the
Plan shall be nonstatutory options, not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended to date and as may
be further amended from time to time (the "Code").
Section 4.2. Option Grant Dates. Options shall be granted automatically
on the date of the annual meeting of the Company's shareholders ("Annual
Meeting") in 1995, subject to shareholder approval at such meeting, and on the
date of each Annual Meeting thereafter to each Eligible Director who is elected
to serve a term as a director at each such meeting and to each Eligible Director
who is serving as a director for a term that continues after such meeting.
Section 4.3. Number of Option Shares. An option granted to an Eligible
Director on the date of an Annual Meeting shall be an option to acquire 1,000
shares of Stock, subject to adjustment under Article VIII.
Section 4.4. Transferability. Each option granted under the Plan by its
terms shall not be transferable by the director otherwise than by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder.
Section 4.5. Vesting and Term of Option. Options become exercisable with
respect to the first 25 percent of the total number of shares subject to the
option on the first anniversary date after the date upon which the options were
granted, and the options shall become exercisable with respect to the second,
third and fourth 25 percent of such shares on the second, third and fourth
anniversaries, respectively, of the date on which the options were granted.
When an option becomes exercisable with respect to any 25 percent installment
of shares, the shares may be purchased at any time, or from time to time, in
whole or in part, until the option term expires; provided, however, that any
option granted pursuant to the Plan shall become exercisable in full upon the
death of the director, the failure of such director to stand for re-election
or be re-elected, or the retirement of such director after serving at least
sixty (60) consecutive months on the Board of Directors. In no event, however,
shall any option become exercisable prior to shareholder approval of the Plan
in the manner prescribed by Reg. Section 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Unless terminated earlier
in accordance with the terms of the Plan, each option shall terminate upon the
expiration of ten years after such option was granted.
Section 4.6. Change of Control. In the case of any merger, consolidation
or combination of the Company (other than a merger, consolidation or
combination in which the Company is the continuing entity and which does not
result in the outstanding shares of Stock being converted into or exchanged for
different securities, cash or other property, or any combination thereof), all
options theretofore granted and not fully exercisable shall, subject to the
penultimate sentence of Section 4.5 above, become exercisable on the date that
is thirty (30) days prior to the record or effective date of such merger,
consolidation or combination.
If a tender offer or exchange offer for the Stock (other than such an
offer by the Company) is commenced or if the Company shall set a record date
to approve an agreement providing for a sale or other disposition of all or
substantially all of the assets of the Company, all options theretofore granted
and not fully exercisable shall, subject to the penultimate sentence of Section
4.5 above, become exercisable in full upon the commencement of such tender offer
or thirty (30) days prior to such record date and shall remain so exercisable
for a period of sixty (60) days following such date after which they shall
revert to being exercisable in accordance with their terms.
If any tender offer, exchange offer, or sale or other disposition of all or
substantially all of the assets of the Company results in any director ceasing
to be a director of the Company, then all options theretofore granted and not
fully exercisable shall, subject to the penultimate sentence of Section 4.5
above, automatically become exercisable in full upon the termination of such
person as a director.
Section 4.7. Manner of Exercise. Options may be exercised only by
written notice to the Company, which notice must specify the date of the stock
option and the number of shares of Stock covered by the exercise, accompanied
by payment of the full consideration for the shares as to which they are
exercised and payment of all amounts, if any, that the Company is required to
collect and remit to the Internal Revenue Service or any other taxing authority
as a result of such exercise. Such payment shall be made in one or a
combination of the following alternative forms:
(i) cash (including check, bank draft or money order);
(ii) certificates, duly endorsed or accompanied by appropriate transfer
instruments, representing shares of Stock previously acquired and standing in
the name of the director, with an aggregate fair market value on the date of
exercise that is equal to or less than the option price of the shares covered
by the options being exercised hereunder; or
(iii) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
total option price in cash.
If the director desires that the shares of Stock be registered in his or
her name and that of another as joint tenants with rights of survivorship, he or
she should so state in the notice. In no case may fewer than one hundred (100)
of such shares be purchased at any one time, except to purchase a residue of
fewer than one hundred (100) shares. An option may not be exercised for a
fractional share.
Section 4.8. Termination of Directorship. All rights of a director in an
option, to the extent that such rights have not been exercised, shall lapse and
be forfeited one (1) year after the termination of his or her services as a
director of the Company or, if earlier, on the original expiration date of the
option. In the case of retirement, whether by reason of disability or age,
such director's option may be exercised within the period set forth above by
such director or his or her legal representative. In the case of death, such
director's option may be exercised within the period set forth above by the
personal representative of the director's estate or by the person or persons to
whom the option is transferred pursuant to the director's will or in accordance
with the laws of descent and distribution.
ARTICLE V. OPTION PRICE
The option price per share for the shares covered by each option shall be
the fair market value (as determined in Article VI) of one (1) share of Stock as
of the date of grant of the option.
ARTICLE VI. VALUATION OF COMMON STOCK
For all valuation purposes under the Plan, the fair market value of a share
of Stock shall be the last reported sale price as of the close of trading
activity on the day for which such fair market value is to be determined, as
reported on the Nasdaq National Market system, or any similar system then in
use, or the principal securities exchange on which the Stock may be listed.
If there is no trade on such day, then the last trade price on the next
preceding day for which there does exist such a trade shall be determinative
of fair market value.
ARTICLE VII. NO RIGHT TO CONTINUE AS A DIRECTOR
Neither the Plan nor the granting of an option nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain a director for
any period of time or at any particular rate of compensation.
ARTICLE VIII. ADJUSTMENT TO STOCK
In the event any change is made to the Stock subject to the Plan or subject
to any outstanding option granted under the Plan (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure or
otherwise), then appropriate adjustments shall be made to the maximum number of
shares that may be the subject of options granted under the Plan and the number
of shares and option price per share of Stock subject to outstanding options.
The grant of options under the Plan shall not affect the right of the Company
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
ARTICLE IX. EFFECTIVE DATE
The Plan shall take effect on the date of adoption by the Board of
Directors of the Company, but no shares of Stock shall be issued under the Plan
and no options granted under the Plan shall be exercisable before the Plan is
approved by the holders of at least a majority of the Company's voting stock
present or represented and voting at a duly held meeting at which a quorum is
present or represented. If such shareholder approval is not obtained, then any
options previously granted under the Plan shall terminate and no further options
shall be granted.
ARTICLE X. AMENDMENT OF THE PLAN
The Board of Directors of the Company may suspend or discontinue the Plan
or revise or amend it in any respect whatsoever; provided that the Board shall
not, without the approval of the Company's shareholders (i) materially increase
the number of shares of Stock which may be issued under the Plan (unless
necessary to effect the adjustments required under Article VIII) or other
benefits accruing to participants under the Plan, (ii) materially modify the
eligibility requirements for awards under the Plan, or (iii) make any other
change with respect to which the Board of Directors determines that shareholder
approval is required by applicable law or regulatory standards; nor shall any
amendment adversely affect a director's rights under any option previously
granted without the director's consent. The provisions of this Plan that state
or set forth a formula for determining the amount, price and timing of awards of
options and/or Stock shall not be amended more than once every six (6) months
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act or the rules thereunder.
ARTICLE XI. USE OF PROCEEDS
The cash proceeds received by the Company from the issuance of shares
pursuant to options under the Plan shall be used for general corporate purposes.
ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS
All transactions pursuant to terms of the Plan, including, without
limitation, awards and vesting of shares of Stock, shall only be effective at
such time as counsel to the Company shall have determined that such transaction
will not violate federal or state securities or other laws or regulations.
ARTICLE XIII. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Texas and construed accordingly.
ARTICLE XIV. SUCCESSORS
The Plan shall be binding upon the successors and assigns of the Company.
EXHIBIT 5.1
LEGAL OPINION
Stewart & Stevenson Services, Inc.
Houston, Texas
As General Counsel of Stewart & Stevenson Services, Inc. (the "Company"), a
Texas corporation, I have participated in the preparation and adoption of the
Stewart & Stevenson Services, Inc. 1994 Director Stock Option Plan (the "Plan")
and the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to 150,000 shares (the "Shares") of Common Stock,
without par value, of the Company to be offered to directors of the Company
pursuant to options granted pursuant to the Plan.
It is my opinion that the Shares have been duly authorized and that, when issued
upon the exercise of an option granted pursuant to the Plan, the Shares will be
validly issued, fully paid and nonassessable.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
April 18, 1995
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
13, 1995 included in Stewart & Stevenson Services, Inc.'s Form 10-K for the year
ended January 31, 1995 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
April 18, 1995
EXHIBIT 23.2
CONSENT OF LEGAL COUNSEL
Stewart & Stevenson Services, Inc.
Houston, Texas
I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of my opinion regarding the legality of 150,000 shares of
Stewart & Stevenson Services, Inc. Common Stock, without par value, to be issued
upon the exercise of options granted pursuant to the Stewart & Stevenson
Services, Inc. 1994 Directors Stock Option Plan.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
April 18, 1995
