UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission file number 0-8493
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 No.)
2707 North Loop West, Houston, Texas 77008
(Address of principal executive offices) (Zip Code)
(713) 868-7700
(Registrant's telephone number, including area code)
not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, Without Par Value 33,190,468 Shares
(Class) (Outstanding at April 30, 1997)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The following information required by Rule 10-01 of Regulation S-X is
provided herein for Stewart & Stevenson Services, Inc. and Subsidiaries
(the "Company"):
Consolidated Condensed Statement of Financial Position -- April 30, 1997
and January 31, 1997.
Consolidated Condensed Statement of Earnings -- Three Months Ended April
30, 1997 and 1996.
Consolidated Condensed Statement of Cash Flows -- Three Months Ended April
30, 1997 and 1996.
Notes to Consolidated Condensed Financial Statements.
<TABLE>
<CAPTION>
STEWART & STEVENSON SERVICES, INC.
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
(Dollars in thousands)
<S> <C> <C>
April 30 January 31
1997 1997
---------- ----------
ASSETS (Unaudited)
CURRENT ASSETS
Cash and equivalent $ 56,151 $ 9,132
Accounts and notes receivable, net 247,836 237,062
Recoverable costs and accrued profits
not yet billed 332,202 326,952
Inventories:
Engineered Power Systems 305,727 306,946
Distribution 161,891 149,238
Excess of current cost over LIFO values (56,176) (55,202)
----------- -----------
411,442 400,982
----------- -----------
TOTAL CURRENT ASSETS 1,047,631 974,128
PROPERTY, PLANT AND EQUIPMENT 273,328 262,192
Allowances for depreciation and
amortization (147,120) (138,759)
----------- -----------
126,208 123,433
INVESTMENTS AND OTHER ASSETS 51,018 47,724
----------- -----------
$1,224,857 $1,145,285
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 78,000 $ 28,000
Accounts payable 110,961 165,999
Billings on uncompleted contracts in
excess of incurred costs 20,871 9,354
Current income taxes 76,531 65,881
Other current liabilities 44,912 51,325
----------- -----------
TOTAL CURRENT LIABILITIES 331,275 320,559
COMMITMENTS AND CONTINGENCIES (SEE NOTE B)
LONG-TERM DEBT 380,540 319,700
DEFERRED INCOME TAXES 4,547 5,127
ACCRUED POSTRETIREMENT BENEFITS 15,120 15,091
DEFERRED COMPENSATION 5,680 5,573
SHAREHOLDERS' EQUITY
Common Stock, without par value, 100,000,000
shares authorized; 33,202,280 and 33,132,280
shares issued at April 30, 1997 and January
31, 1997, respectively, including 11,820
shares held in treasury 166,358 164,959
Retained earnings 321,370 314,309
----------- -----------
487,728 479,268
Less cost of treasury stock (33) (33)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 487,695 479,235
----------- -----------
$1,224,857 $1,145,285
=========== ===========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
<CAPTION>
STEWART & STEVENSON SERVICES, INC.
CONSOLIDATED CONDENSED STATEMENT OF EARNINGS
(In thousands, except per share data)
Three Months Ended
April 30
------------------
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
Sales $ 329,413 $ 219,540
Cost of sales 283,646 181,437
---------- ----------
Gross profit 45,767 38,103
Selling and administrative
expenses 25,739 24,332
Interest expense 6,922 4,745
Other income, net (1,758) (999)
---------- ----------
30,903 28,078
---------- ----------
Earnings before income taxes 14,864 10,025
Income taxes 4,953 3,279
---------- ----------
Earnings of consolidated companies 9,911 6,746
Equity in net earnings (loss)
of unconsolidated affiliates (29) (33)
---------- ----------
Net earnings $ 9,882 $ 6,713
========== ==========
Weighted average number of shares of Common
Stock outstanding 33,156 33,057
========== ==========
Net earnings per share $ .30 $ .20
========== ==========
Cash dividends per share $ .085 $ .08
========== ==========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
<CAPTION>
STEWART & STEVENSON SERVICES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Three Months Ended
April 30
------------------
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
Operating Activities
Net earnings $ 9,882 $ 6,713
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Accrued postretirement benefits 29 30
Depreciation and amortization 7,019 6,924
Deferred income taxes, net (1,701) 590
Change in operating assets and liabilities
net of the effect of acquisition:
Accounts and notes receivable, net (4,840) (33,263)
Recoverable costs and accrued profits not
yet billed (5,250) 5,971
Inventories (3,279) (19,442)
Accounts payable (55,832) (23,276)
Billings on uncompleted contracts in excess
of incurred costs 11,517 (2,839)
Current income taxes 10,650 1,988
Other current liabilities (8,162) (3,148)
Other--principally long-term assets and
liabilities (1,393) (1,961)
----------- -----------
Net Cash Used In Operating Activities (41,360) (61,713)
Investing Activities
Expenditures for property, plant and equipment (7,034) (5,275)
Acquisition of business (5,029) 0
Disposal of property, plant and equipment 1,928 520
----------- -----------
Net Cash Used In Investing Activities (10,135) (4,755)
Financing Activities
Additions to long-term borrowings 50,000 0
Payments on long-term borrowings (70) (25)
Net borrowings and payments on short-term
notes payable 50,000 69,000
Dividends paid (2,815) (2,645)
Exercise of stock options 1,399 264
----------- -----------
Net Cash Provided By Financing Activities 98,514 66,594
Increase in cash and equivalents 47,019 126
Cash and equivalents, February 1 9,132 6,325
----------- -----------
Cash and equivalents, April 30 $ 56,151 $ 6,451
=========== ===========
Supplemental disclosure of cash flow information:
Net cash paid during the period for:
Interest payments $ 4,202 $ 4,741
Income tax payments $ 352 $ 1,380
See accompanying notes to consolidated condensed financial
statements.
</TABLE>
STEWART & STEVENSON SERVICES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note A--Basis of Presentation and Significant Accounting Policies
The accompanying consolidated condensed financial statements have been
prepared in accordance with Rule 10-01 of Regulation S-X for interim
financial statements required to be filed with the Securities and Exchange
Commission and do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
However, the information furnished reflects all normal recurring
adjustments which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods. The results of
operations for the three months ended April 30, 1997 are not necessarily
indicative of the results that will be realized for the fiscal year ending
January 31, 1998.
The accounting policies followed by the Company in preparing interim
consolidated financial statements are similar to those described in the
"Notes to Consolidated Financial Statements" in the Company's January 31,
1997 Form 10-K.
The Company's fiscal year begins on February 1 of the year indicated and
ends on January 31 of the following year. For example, "Fiscal 1997"
commenced on February 1, 1997 and ends on January 31, 1998.
Net earnings per share of Common Stock are computed by dividing net
earnings by the weighted average number of shares outstanding. Common
Stock equivalents (outstanding options to purchase shares of Common Stock)
are excluded from the computations as they are insignificant. The weighted
average number of shares outstanding for the three months ended April 30,
1997 includes 70,000 shares issued pursuant to exercise of stock options.
Note B--Commitments and Contingencies
On May 3, 1995, an indictment was returned by a federal Grand Jury in
Houston, Texas, accusing the Company and four employees, including the
Company's President, of one count of major fraud against the United States,
four counts of false statements and one count of conspiracy to commit major
fraud, make false statements and interfere with the administration of a
foreign military sale. All of the counts arise from a 1987 subcontract to
supply diesel generator sets for installation at long-range radar sites in
Saudi Arabia (the "Peace Shield"). The indictment alleges that a former
employee of the general contractor for the Peace Shield program, who later
became a consultant to the Company, conspired with the Company and the
other defendants to award the subcontract to the Company. The indictment
also alleges that the government was defrauded out of approximately $5
million in connection with cost savings from a change order under the Peace
Shield contract and that the Company made false statements relating to cost
estimates in connection with such change order. The Company and each
individual have denied all charges under the indictment and the case is
pending in the United States District Court, Southern District of Texas,
Houston Division. The Company is not able to make a reasonable estimate of
the fines or penalties that could be imposed under the Federal Sentencing
Guidelines in the event of a conviction under the indictment. Such fines
and penalties could be substantial and adversely affect the Company's
financial position and results of operations. If the Company or any of the
individuals are convicted of any charges under the indictment, the Company
could also be suspended or debarred from entering into new contracts or
subcontracts with agencies of the U.S. Government or receiving the benefit
of federal assistance payments for the duration of such suspension or
debarment. Any such suspension could prevent the Company from receiving
future modifications to the Family of Medium Tactical Vehicle ("FMTV")
contract unless the Secretary of the Army finds a compelling need to enter
into such modification. The Company would also be unable to sell equipment
and services to customers that depend on loans or financial commitments
from the Export Import Bank ("EXIM Bank"), Overseas Private Investment
Corporation ("OPIC") and similar government agencies during a suspension or
debarment. The Engineered Power Systems segment frequently sells equipment
to customers that rely on financial commitments from EXIM Bank and/or OPIC.
Any such suspension or debarment could have a material adverse impact on
the Company's financial condition and results of operations.
Also in connection with the Peace Shield contract, the Company has been
advised that the former consultant of the Company referred to above filed a
suit in the United States District Court, Southern District of Texas,
Houston Division, for himself and the United States of America alleging
that the Company supplied false information in violation of the False
Claims Act (the "Act"), engaged in common law fraud and misapplied costs.
Under the provisions of the Act, the suit has not been served upon the
Company pending an investigation of the case by the U.S. Department of
Justice and a determination as to whether the Department of Justice will
intervene and pursue the matter on behalf of the United States. The suit
alleges treble damages of $21 million plus unspecified penalties.
Proceedings in this case have been stayed pending resolution of the
criminal matter referred to above. The Company cannot predict the outcome
of this action or the likelihood that substantial damages will result.
However, the Company intends to vigorously defend this case if it is served
upon the Company.
The Company is a defendant in a number of other lawsuits relating to
contractual, product liability, personal injury and warranty matters and
otherwise of the type normally incident to the Company's business.
Management is of the opinion that such lawsuits will not result in any
material liability to the Company. The Company has not established any
reserves or accruals for any potential liability that may be subsequently
found in any of the foregoing cases.
Item #2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion contains forward-looking statements which are
based on assumptions such as timing, volume and pricing of customers'
orders. These forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those outlined in
the forward-looking statements, including the risk of cancellation or
adjustment of specific orders, termination of significant government
programs, decrease in demand in the markets served, the outcome of pending
and future litigation and governmental proceedings, increasing
product/service competition, or lower-than-anticipated penetration of
markets served.
This discussion should be read in conjunction with the attached condensed
consolidated financial statements and notes thereto, and with the Company's
audited financial statements and notes thereto for the fiscal year ended
January 31, 1997.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the percentage of
sales represented by certain items reflected in the Company's Consolidated
Condensed Statement of Earnings.
<TABLE>
<CAPTION>
Three Months Ended
April 30
------------------
1997 1996
---- ----
<S> <C> <C>
Sales 100.0% 100.0%
Cost of sales 86.1 82.6
------ ------
Gross profit 13.9 17.4
Selling and administrative expenses 7.8 11.1
Interest expense 2.1 2.2
Other income, net (.5) (.5)
------ ------
9.4 12.8
------ ------
Earnings before income taxes 4.5 4.6
Income taxes 1.5 1.5
------ ------
Earnings of consolidated companies 3.0 3.1
Equity in net earnings of unconsolidated affiliates .0 .0
------ ------
Net earnings 3.0% 3.1%
====== ======
</TABLE>
Sales for the first quarter of the year ending January 31, 1998 ("Fiscal
1997") increased 50% to $329,413,000 compared to sales of $219,540,000 for
the same period of the year ended January 31, 1997 ("Fiscal 1996").
The Distribution segment's Fiscal 1997 sales increased $9,148,000 (8%) in
the first quarter of Fiscal 1997 compared to the same period in Fiscal
1996. A strengthening oil and gas market served by the Company's
Distribution territory contributed to these sales improvement. On April
12, 1997, the Company completed the acquisition of all of the outstanding
common stock of Sierra Detroit Diesel Allison, Inc. ("Sierra"). Sales
attributable to Sierra in the first quarter of Fiscal 1997 are not
significant.
The Tactical Vehicle Systems (TVS) segment sales increased $63,718,000
(457%) for the first quarter of Fiscal 1997 compared to the same period in
Fiscal 1996. The increase in TVS segment sales reflects the increase in
truck production under the "Family of Medium Tactical Vehicles" (FMTV)
contract during the first quarter of Fiscal 1997 compared to the same
period in Fiscal 1996. This increase also reflects the minimal production
during the first quarter of Fiscal 1996, which resulted from the scheduled
retrofit program of previously produced vehicles. See "Government Contract
Status" below.
The Engineered Power Systems (EPS) segment sales increased to $127 million
in the first quarter of Fiscal 1997 compared to $90 million in the same
period in Fiscal 1996. Turbine-driven equipment sales increased $7 million
compared to the first quarter of Fiscal 1996, and gas turbine product
support group (consisting of the servicing of customers' equipment and the
long-term contracting for the operation and maintenance of customers' power
plants) sales increased $10 million during the first quarter of Fiscal 1997
compared to the same period in Fiscal 1996. Engineered Power Systems
diesel driven products sales increased $8 million in the first quarter of
Fiscal 1997 compared to the same period in Fiscal 1996.
The gross profit margin of 13.9% for the first quarter of Fiscal 1997
decreased compared to the 17.4% gross profit margin for the same period in
Fiscal 1996. This decrease primarily reflects a change in the product mix
of sales and lower margins in the Turbine-driven equipment sales.
Selling and administrative expenses for the first quarter of Fiscal 1997
decreased as a percentage of sales to 7.8% compared to 11.1% for the same
period in Fiscal 1996. Selling and administrative expense increased (6%)
during the first quarter of Fiscal 1997, but at a much slower rate than the
increase in revenue, reflecting the semi-variable nature of those expenses.
Interest expense for the first quarter of Fiscal 1997 increased to
$6,922,000, up from $4,745,000 for the same period in Fiscal 1996. The
increase in interest expense over the comparable period of the prior year
was the result of increases in both borrowings and interest rates. The
average interest rate increase reflects primarily the conversion of a large
block of debt from floating rates to higher fixed rates, during the second
quarter of Fiscal 1996. During the first quarter of Fiscal 1997, long-term
debt increased $61 million due to (i)increased working capital requirements
caused by a reduction in trade payables and (ii) the acquisition of Sierra.
Other income increased to $1,758,000 in the first quarter of Fiscal 1997
compared to $999,000 for the same period in Fiscal 1996 due to increased
interest income.
Net earnings of $9,882,000 ($.30 per share) were recorded for the three
months ended April 30, 1997 as compared to earnings of $6,713,000 ($.20 per
share) for the three months ended April 30, 1996.
GOVERNMENT CONTRACT STATUS
The FMTV contract is a firm fixed-price multi-year contract whereby the price
paid to the Company is not subject to adjustment to reflect the Company's
actual costs, except costs incurred as a result of actions or inactions of the
government.
As of April 30, 1997, the Company has completed approximately 5,396 of the
11,197 vehicles covered by the original contract plus options and additional
requirements to date. Revenues and profits realized on the FMTV contract are
based on the Company's estimates of total contract sales value and costs at
completion. Stewart & Stevenson has incurred significant cost overruns and
delivery schedule delays on the FMTV contract which the Company believes are
primarily due to the government's decision to delay the testing of trucks and
other government directed changes to the contract. The Company has and will
continue to submit a series of Requests for Equitable Adjustments (REAs), under
the FMTV contract, seeking increases in the FMTV contract price for those
additional costs that relate to government caused delays and changes. Amounts
in excess of agreed upon contract price for government caused delays,
disruptions, unpriced change orders and government caused additional contract
costs are recognized in contract value when the Company believes it is probable
that the claim for such amounts will result in additional contract revenue and
the amount can be reasonably estimated.
At April 30, 1997, the Company's FMTV contract accounting position reflects the
expected recovery of substantial amounts in excess of the contract price for
government caused delays, disruptions, unpriced change orders and other
government caused additional contract costs. These claims are in varying
stages of negotiation. Although management believes that the contract provides
a legal basis for the claims and its estimates are based on reasonable
assumptions and on a reasonable analysis of contract costs, due to
uncertainties inherent in the estimation and claims negotiations process, no
assurances can be given that its estimates will be accurate, and variances
between such estimates and actual results could be material. In the event that
the Company is unable to recover a substantial portion of the additional costs,
the Company may suffer a material adverse effect on its earnings during the
accounting period in which such contract issues are resolved.
The funding of the contract is subject to the inherent uncertainties of
congressional appropriations. As is typical of multi-year defense contracts,
the FMTV contracts must be funded annually by the Department of the Army and
may be terminated at any time for the convenience of the government. The
Company has received full funding for the production of approximately 10,155
vehicles through August 1997. It is anticipated that the remaining 1,042
vehicles will be funded after October 1997 when the 1998 Government fiscal year
funding is approved. If the FMTV contract is terminated other than for
default, the FMTV contract provides for termination charges that will reimburse
the Company for allowable costs, but not necessarily all costs.
EFFECT OF CERTAIN LITIGATION
On May 3, 1995, the Company and four employees, including the Company's
President, were indicted by a federal Grand Jury on six counts arising out of a
1987 subcontract to supply diesel generator sets for installation in Saudi
Arabia. On May 12, 1995, the U.S. Air Force suspended the Company from
contracting with any agency of the U.S. Government and from receiving the
benefit of federal assistance programs. This suspension was temporarily
terminated on November 8, 1995, pending the resolution of the charges covered by
by the indictment, pursuant to an Interim Administrative Agreement between the
Company and the U.S. Air Force. The Interim Administrative Agreement does not
have any effect on the indictment.
The Interim Administrative Agreement requires the Company to maintain various
internal procedures and policies intended to assure the U.S. Government that
the Company is a responsible contractor. In the event that the Company or any
of the indicted employees are convicted of the charges contained in the
indictment, the U.S. Air Force may re-evaluate whether the Company should be
suspended or debarred based on all of the facts and circumstances then known.
An acquittal of all parties of the charges does not terminate the Interim
Administrative Agreement and any failure by the Company to perform its
obligations thereunder may also be grounds for suspension or debarment.
If the Company is suspended or debarred, either because of a conviction
pursuant to the indictment or as a result of a breach of the Interim
Administrative Agreement, it would be ineligible to enter into new contracts or
subcontracts with agencies of the U.S. Government or receive the benefit of
federal assistance payments for the duration of such suspension or debarment.
Any such suspension could also prevent the Company from receiving future
modifications to the FMTV contract unless the Secretary of the Army finds a
compelling need to enter into such modification. The Company would also be
unable to sell equipment and services to customers that depend on loans or
financial commitments from the Export Import Bank ("EXIM Bank"), Overseas
Private Investment Corporation ("OPIC") and similar government agencies during
a suspension or debarment. The Engineered Power Systems segment frequently
sells equipment to customers that rely on financial commitments from EXIM Bank
and/or OPIC. Any such suspension or debarment could have a material adverse
impact on the Company's future financial condition and results of operations.
UNFILLED ORDERS
The Company's unfilled orders consist of written purchase orders, letters
of intent, and oral commitments. These unfilled orders are generally
subject to cancellation or modification due to customer relationships or
other conditions. Purchase options are not included in unfilled orders until
exercised. Unfilled orders at April 30, 1997 and at the close of Fiscal 1996
were as follows:
<TABLE>
- -------------------------------------------------------------------------------------------------
April 30 January 31
1997 1997
- -------------------------------------------------------------------------------------------------
(Dollars in millions)
<S> <C> <C>
Engineered Power Systems
Equipment $ 372.2 $ 324.0
Operations and Maintenance 291.6 296.7
---------- ----------
$ 663.8 $ 620.7
Distribution 97.5 92.2
Tactical Vehicle Systems 741.7 817.3
---------- ----------
Total $ 1,503.0 $ 1,530.2
========== ==========
</TABLE>
Although no assurance can be given, the Company expects sales of the
Engineered Power Systems segment to continue to be weighted in favor of
turbine-driven equipment based on the number of unfilled orders for these
units, the number of proposals that are presently outstanding and the
current worldwide need for additional electrical generating capacity.
Unfilled orders of the Tactical Vehicle Systems segment consists
principally of the contracts awarded in October 1991, by the United States
Department of the Army, to manufacture medium tactical vehicles, and
options under the FMTV contract that have been exercised by the U.S. Army
to purchase additional vehicles.
CAPITAL EXPENDITURES AND COMMITMENTS
Capital spending for property, plant and equipment of $7,034,000 for the
first quarter of Fiscal 1997 was comparable to $5,275,000 for the same
period in Fiscal 1996. These amounts are consistent with the historical
capital expenditure levels of the Company.
LIQUIDITY AND SOURCES OF CAPITAL
Long-term borrowings at April 30, 1997 increased from the end of Fiscal
1996. The Company has $225,000,000 in committed credit facilities which
were fully utilized at April 30, 1997 compared to utilization of
$175,000,000 at the end of Fiscal 1996. The Company has additional banking
relationships which provide uncommitted borrowing arrangements. These short-
term borrowings increased to $78,000,000 at April 30, 1997 from $28,000,000
at the end of Fiscal 1996. In addition, the acquisition of Sierra Detroit
Diesel Allison, Inc. increased long-term debt by $11 million.
In the event that any acquisition of additional operations, growth in
existing operations, changes in inventory levels, new capital investments,
accounts receivable or other working capital items create a permanent need
for working capital or capital expenditures in excess of existing committed
lines of credit, the Company may seek to convert additional uncommitted
borrowing arrangements to committed credit facilities or to issue
additional equity securities. Management believes that the Company's
current credit facilities and available options for external sources of
funds are adequate to meet its foreseeable cash requirements.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
See Note B to the Consolidated Condensed Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as a part of this report pursuant
to Item 601 of Regulation S-K.
3.1 Third Restated Articles of Incorporation of Stewart & Stevenson
Services, Inc., effective as of September 13, 1995 (incorporated
by reference to Exhibit 3(a) of the Form 10-Q of Stewart &
Stevenson for the quarterly period ended October 31, 1995 under
the Commission File No. 001-11443).
3.2 Fourth Restated Bylaws of Stewart & Stevenson Services, Inc.,
effective as of September 13, 1995 (incorporated by reference to
Exhibit 3(b) of the Form 10-Q of Stewart & Stevenson for the
quarterly period ended October 31, 1995 under the Commission
File No. 001-11443).
4.1 Revolving Credit Agreement effective December 20, 1996
(incorporated by reference to Exhibit 4.1 of the Form
10-K of Stewart & Stevenson for the Fiscal year ended
January 31, 1997 under Commission File No. 0-8493).
4.2 Note Purchase Agreement effective May 30, 1996, between Stewart
& Stevenson Services, Inc. and the Purchasers named therein
(incorporated by reference to Exhibit 4 of the Form 10-Q
of Stewart & Stevenson for the quarterly period ended July 31,
1996 under the Commission File No. 0-8493).
4.3 Rights Agreement effective March 13, 1995, between Stewart
& Stevenson Services, Inc. and The Bank of New York
(incorporated by reference to Exhibit 1 of the Form 8-A
Registration Statement of Stewart & Stevenson under the
Commission File No. 001-11443).
10.1 Lease Agreement effective April 15, 1997, between Miles McInnes
and Faye Manning Tosch, as Lessors, and the Company, as Lessee
(incorporated by reference to Exhibit 10.1 of the Form 10-K of
Stewart & Stevenson for the fiscal year ended January 31, 1997
under Commission File No. 0-8493).
10.2 Distributor Sales and Service Agreement effective January 1,
1996, between the Company and Detroit Diesel Corporation
(incorporated by reference to Exhibit 10.2 of the Form 10-K of
Stewart & Stevenson for the fiscal year ended January 31, 1996
under Commission File No. 0-8493).
10.3 Contract Number DAAE07-92-R001 dated October 11, 1991 between
Stewart & Stevenson Services, Inc. and the United States
Department of Defense, U.S. Army Tank-Automotive Command, as
modified (incorporated by reference to Exhibit 28.1 of the
Form S-3 Registration Statement of Stewart & Stevenson under the
Commission File No. 33-44149).
10.4 Contract Number DAAE07-92-R002 dated October 15, 1991 between
Stewart & Stevenson Services, Inc. and the United States
Department of Defense, U.S. Army Tank-Automotive Command, as
modified (incorporated by reference to Exhibit 28.2 of the
Form S-3 Registration Statement of Stewart & Stevenson under the
Commission File No. 33-44149).
10.5 Stewart & Stevenson Services, Inc. Deferred Compensation Plan
dated as of December 31, 1979 (incorporated by reference to
Exhibit 10.8 of the Form 10-K of Stewart & Stevenson for the
fiscal year ended January 31, 1994 under the Commission File
No. 0-8493).
10.6 Stewart & Stevenson Services, Inc. 1988 Nonstatutory Stock
Option Plan (incorporated by reference to Exhibit 10.9 of the
Form 10-K of Stewart & Stevenson for the fiscal year ended
January 31, 1994 under the Commission File No. 0-8493).
10.7 Amendment No. 1 to Stewart & Stevenson Services, Inc. 1988
Nonstatutory Stock Option Plan, dated September 11, 1990
(incorporated by reference to Exhibit 10.10 of the Form 10-K
of Stewart & Stevenson for the fiscal year ended January 31,
1994 under the Commission File No. 0-8493).
10.8 Stewart & Stevenson Services, Inc. Supplemental Executive
Retirement Plan (incorporated by reference to Exhibit
10.11 of the Form 10-K of Stewart & Stevenson for the
fiscal year ended January 31, 1994 under the Commission
File No. 0-8493).
10.9 Stewart & Stevenson Services, Inc. 1994 Director Stock
Option Plan (incorporated by reference to Exhibit 4.1 of
the Form S-8 Registration Statement of Stewart & Stevenson
under the Commission File No. 33-58685).
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants (incorporated by reference to Exhibit 23.1
of the Form 10-K of Stewart & Stevenson for the Fiscal year
ended January 31, 1997 under Commission File No. 0-8493).
*27.1 Financial Data Schedule.
__________
*Filed with this report.
(b) No reports on Form 8-K were filed during the three months ended
April 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STEWART & STEVENSON SERVICES, INC.
Date: June 12, 1997 By: /s/ Robert L. Hargrave
Robert L. Hargrave
Chief Executive Officer
Chief Financial Officer and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit Number and Description
3.1 Third Restated Articles of Incorporation of Stewart &
Stevenson Services, Inc.
3.2 Fourth Restated Bylaws of Stewart & Stevenson Services,
Inc.
4.1 Revolving Credit Agreement.
4.2 Note Purchase Agreement.
4.3 Rights Agreement.
10.1 Lease Agreement.
10.2 Distributor Sales and Services Agreement.
10.3 Contract Number DAAE07-92-R001.
10.4 Contract Number DAAE07-92-R002.
10.5 Stewart & Stevenson Services, Inc. Deferred Compensation
Plan.
10.6 Stewart & Stevenson Services, Inc. 1988 Nonstatutory Stock
Option Plan.
10.7 Amendment No. 1 to Stewart & Stevenson Services, Inc. 1988
Nonstatutory Stock Option Plan.
10.8 Stewart & Stevenson Services, Inc. Supplemental Executive
Retirement Plan.
10.9 Stewart & Stevenson Services, Inc. 1994 Director Stock
Option Plan.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
27.1 Financial data schedule.
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
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