Registration No. 33- ............
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.
1996 DIRECTOR STOCK 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 offering price (1) registration fee
(1)
- --------------------------- ---------------------- ------------------ ---------------------- ------------------
- --------------------------- ---------------------- ------------------ ---------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value
per share............. 150,000 $ 20.50 $ 3,075,000.00 $ 931.82
- --------------------------- ---------------------- ------------------ ---------------------- ------------------
</TABLE>
(1) 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 October 28, 1996, for
purposes of calculating the registration fee.
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,
1996, Quarterly Report on Form 10-Q for the quarter ended April 30, 1996,
Quarterly Report on Form 10-Q for the quarter ended July 31, 1996, Current
Report on Form 8-K filed November 15, 1995, the description of the 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. The
Company's Quarterly Reports on Form 10-Q for the quarters ended July 31, 1996
and April 30, 1996, which are incorporated herein by reference, should be read
in conjunction with the audited financial statements incorporated herein by
reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Company as of January 31,
1996 and 1995, and for each of the three years in the period ended January 31,
1996, incorporated by reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the year ended January 31, 1996,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report dated March 14, 1996 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 13,919 shares of Common
Stock, including 12,800 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 the 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 $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.
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. 1996 Director Stock 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:
(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;
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 paragraphs 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 31st day of
October, 1996.
STEWART & STEVENSON SERVICES, INC.
/s/ Robert L. Hargrave
By:-------------------------------
Robert L. Hargrave
Chief Executive Officer, Chief Financial Officer
and Chief Accounting Officer
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 31st day of October, 1996.
/s/ Robert L. Hargrave
- ------------------------------ --------------------------------
Robert L. Hargrave Bob H. O'Neal
Chief Executive Officer, Chief Director
Financial Officer, Chief
Accounting Officer and Director
/s/ C. Jim Stewart II /s/ J. Carsey Manning
- ------------------------------ --------------------------------
C. Jim Stewart II J. Carsey Manning
Director Director
/s/ Donald E. Stevenson
- ------------------------------ --------------------------------
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. 1996 Director Stock 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
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STEWART & STEVENSON SERVICES, INC.
1996 DIRECTOR STOCK PLAN
August 27, 1996
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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. DIRECTOR STOCK AWARDS.............................................1
ARTICLE V. TERMS, CONDITIONS AND FORM OF OPTIONS..............................1
Section 5.1 Non-Statutory Stock Options.......................................2
Section 5.2 Option Grant Dates................................................2
Section 5.3 Transferability...................................................2
Section 5.4 Vesting and Term of Option........................................2
Section 5.5 Change of Control.................................................2
Section 5.6 Manner of Exercise................................................3
Section 5.7 Termination of Directorship.......................................3
ARTICLE VI. OPTION PRICE......................................................4
ARTICLE VII. VALUATION OF STOCK...............................................4
ARTICLE VIII. NO RIGHT TO CONTINUE AS A DIRECTOR..............................4
ARTICLE IX. ADJUSTMENT TO STOCK...............................................4
ARTICLE X. EFFECTIVE DATE.....................................................4
ARTICLE XI. AMENDMENT TO THE PLAN.............................................5
ARTICLE XII. USE OF PROCEEDS..................................................5
ARTICLE XIII. COMPLIANCE WITH APPLICABLE LAWS.................................5
ARTICLE XIV. GOVERNING LAW....................................................5
ARTICLE XV. SUCCESSORS........................................................5
STEWART & STEVENSON SERVICES, INC.
1996 DIRECTOR STOCK PLAN
ARTICLE I. PURPOSE
The purpose of this 1996 Director Stock 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
The shares that are the subject of Director Stock Awards and 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.
ARTICLE IV. DIRECTOR STOCK AWARDS
On the date of each annual meeting of the Company's shareholders
("Annual Meeting") after the Effective Date of the Plan, the Company will,
without cost to the recipient and without the exercise of the discretion of any
person or persons, award and issue 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, that
number of shares of Stock (rounded down to the nearest whole share) determined
by dividing (i) the sum of $12,000 by (ii) the fair market value (as determined
in Article VII) of a share of Stock on the date of such meeting. With respect to
each Stock Award, the Eligible Director shall pay to the Company 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 award.
ARTICLE V. 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 5.1 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 5.2 Option Grant Dates. On the date of each Annual Meeting
after the Effective Date of the Plan, the Company will, without cost to the
recipient and without the exercise of the discretion of any person or persons,
grant to each Eligible Director who is elected to serve a term as a director at
such meeting and to each Eligible Director who is serving as a director for a
term that continues after such meeting, an option to acquire 1,000 shares of
Stock at an exercise price determined in accordance with Article VI and subject
to adjustment under Article IX.
Section 5.3 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 domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder.
Section 5.4 Vesting and Term of Option. Options become exercisable on
the first anniversary date after the date upon which the options were granted.
When an option becomes exercisable, 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 60 consecutive months on the Board of Directors. 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 5.5 Change of Control. In the case of any merger, exchange of
shares, consolidation or combination of the Company (other than a transaction in
which the holders of Stock in the Company immediately prior to the consummation
thereof own 50% or more of the voting securities eligible to vote for the
election of directors of the surviving entity immediately after the consummation
of such transaction) all options theretofore granted and not fully exercisable
shall become exercisable on the date that is 30 days prior to the record or
effective date of such merger, exchange of shares, 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 become exercisable in full upon the commencement
of such tender offer or 30 days prior to such record date and shall remain so
exercisable for a period of 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 automatically become exercisable in full upon
the termination of such person as a director.
Section 5.6 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 100 of such
shares be purchased at any one time, except to purchase a residue of fewer than
100 shares. An option may not be exercised for a fractional share.
Section 5.7 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 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 person to whom the
option is transferred pursuant to the director's will or in accordance with the
laws of descent and distribution.
ARTICLE VI. OPTION PRICE
The option price per share for the shares covered by each option shall
be the fair market value (as determined in Article VII) of one share of Stock as
of the date of grant of the option.
ARTICLE VII. VALUATION OF 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 is listed on such
date. 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 VIII. NO RIGHT TO CONTINUE AS A DIRECTOR
Neither the Plan nor the granting of Stock or 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 IX. 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, exchange of shares, 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 number of shares and option price per share of Stock subject to
outstanding options. The grant of Stock or 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 X. EFFECTIVE DATE
The Plan shall take effect on the date of the first Annual Meeting
after the adoption of the Plan by the Board of Directors of the Company.
ARTICLE XI. 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 no such
amendment shall adversely affect a director's rights under any Stock previously
issued or option previously granted without the director's consent.
ARTICLE XII. 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 XIII. COMPLIANCE WITH APPLICABLE LAWS
All transactions pursuant to terms of the Plan, including, without
limitation, grants of Stock and grants and vesting of options, 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 XIV. 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 XV. SUCCESSORS
The Plan shall be binding upon the successors and assigns of the
Company.
DIRECTOR NON-STATUTORY STOCK OPTION
This stock option ("Stock Option") has been granted this _____ day of
_______________, 199__, by STEWART & STEVENSON SERVICES, INC., a Texas
corporation, with its principal office in Houston, Texas ("Company"), to
_____________________________________ ("Optionee"), an Eligible Director under
the Company's 1996 Director Stock Plan ("Plan"). The Optionee is entitled to
purchase 1,000 shares of the Company's common stock, nor par value, at an option
price of $__________ per share, pursuant to the Plan as in effect on the date
hereof, the terms of which are incorporated herein by reference and are hereby
made a part of this Stock Option, and a copy of which has been given to
Optionee.
STEWART & STEVENSON SERVICES, INC.
By: -------------------------------
Name:--------------------------
Title:-------------------------
"Company"
Agreed and Accepted by:
- ----------------------------------
Name:-----------------------------
"Optionee"
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. 1996 Director Stock 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 grants of stock awards and options granted pursuant to the Plan.
It is my opinion that the Shares have been duly authorized and that, when issued
either pursuant to a grant of a stock award or 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
October 31, 1996
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
14, 1996 included in Stewart & Stevenson Services, Inc.'s Form 10-K for the year
ended January 31, 1996 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
October 31, 1996
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 either the grant of stock awards or the exercise of options granted
pursuant to the Stewart & Stevenson Services, Inc. 1996 Director Stock Plan.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
October 31, 1996
