<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
STEWART & STEVENSON SERVICES, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
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(Title of Class of Securities)
860342104
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(CUSIP Number)
DONALD E. STEVENSON
P. O. BOX 1637
HOUSTON, TEXAS 77251
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 6, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
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CUSIP NO. 860342104 13D Page 2 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Donald E. Stevenson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 702,328 shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,880 shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 459,404 shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,880 shares*
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 459,404 shares*
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.6%*
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 3
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CUSIP NO. 860342104 13D Page 3 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Keith T. Stevenson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,126,171 shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,880 shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,126,171 shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,880 shares*
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 1,126,171 shares*
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 4.0%*
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 4
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CUSIP NO. 860342104 13D Page 4 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Kathleen Cynthia Pickett Stevenson, by Proxy
of Madlin Stevenson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4 OO
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5 [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 532,476 shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0- shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- shares*
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 -0- shares*
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 -0-%*
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 5
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CUSIP NO. 860342104 13D Page 5 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Madlin Stevenson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5 [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0- shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 775,000 shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- *
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 775,000 shares*
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.8%*
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 6
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CUSIP NO. 860342104 13D Page 6 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 Madlin Stevenson, in her capacity as Trustee for the
benefit of Donald and Keith Stevenson under the Will of
J.R. Stevenson, Deceased
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0- shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 242,524 shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- *
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 242,524 shares*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0.9%*
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 7
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CUSIP NO. 860342104 13D Page 7 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Keith Stevenson, in his capacity as Trustee of the Donald
E. Stevenson Testamentary Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5 [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 940 shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0- shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 940 shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- *
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 940 shares*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 Less than 0.1% *
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 8
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CUSIP NO. 860342104 13D Page 8 of 15 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 Donald E. Stevenson and Keith T. Stevenson, in their
capacity as Co-Executors of the Estate of Mildred Doyle
Stevenson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5 [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,880 shares*
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0- shares*
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,880 shares*
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- *
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 1,880 shares*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 Less than 0.1%*
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14 TYPE OF REPORTING PERSON
IN, OO
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* See Item 5 of this Schedule 13D.
<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(FILED BY THE GROUP PURSUANT TO GENERAL INSTRUCTION C)
ITEM 1. SECURITY AND ISSUER.
The equity securities to which this statement relates are the common stock, no
par value per share (the "Common Stock"), of Stewart & Stevenson Services, Inc.,
a Texas corporation (the "Company"). The Company's principal executive offices
are located at 2707 North Loop West, Houston, Texas 77008.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by Donald E. Stevenson ("D. Stevenson"),
individually and as Co-Executor of the Estate of Mildred Doyle Stevenson (the
"Estate"), Keith T. Stevenson ("K. Stevenson"), individually, as Trustee of the
Donald E. Stevenson Testamentary Trust (the "D. Stevenson Trust") and as
Co-Executor of the Estate, Kathleen Cynthia Pickett Stevenson ("C. Stevenson"),
as Proxy for Madlin Stevenson, and Madlin Stevenson ("M. Stevenson"),
individually and as Trustee for the benefit of Donald and Keith Stevenson under
the Will of J.R. Stevenson, Deceased (the "D. and K. Stevenson Trust"), to
reflect the understandings and agreements described in Item 4 with respect to
the voting of shares of Common Stock. D. Stevenson, K. Stevenson, C. Stevenson
and M. Stevenson are collectively referred to as the "Stevenson Family". The
Estate, the D. Stevenson Trust, the D. and K. Stevenson Trust and the members of
the Stevenson Family are collectively referred to as the "Shareholders" and the
shares of Common Stock beneficially owned by them in the aggregate are referred
to as the "Shares". D. Stevenson and K. Stevenson are employed by the Company,
whose address is set forth in Item 1. C. Stevenson is a self-employed attorney;
her principal business address is 2323 S. Voss Road, Suite 200, Houston, Texas
77057. Madlin Stevenson is a retiree, residing at 211 Shoreacres Blvd., La
Porte, Texas 77571. All members of the Stevenson Family are United States
citizens. During the last five years, none of the members of the Stevenson
Family has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any member of
the Stevenson Family was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The Shareholders have indicated their intention to unite the voting power of
their Shares, including with respect to matters voted on at the Company's 1999
Annual Meeting of Shareholders (the "Annual Meeting"). Although, except as
described below, the Shareholders have no written agreement to vote in concert
at the Annual Meeting or otherwise, the Shareholders have indicated to the
Company that the Shareholders intend to unite to seek changes in the management
and policies of the Company. In January 1999, the Shareholders asked the Company
to effect certain changes, including (a) the amendment of its bylaws to provide
for the immediate retirement of any director that reaches age 73, subject to an
extension of such retirement date in certain circumstances, (b) the election of
at least two new outside directors and (c) the resignation of Robert L. Hargrave
as President and Chief Executive Officer of the Company. The Shareholders may
seek to effect additional changes in the future.
Page 9 of 15 Pages
<PAGE> 10
In addition, on January 8, 1999, D. Stevenson, M. Stevenson and the D. and K.
Stevenson Trust entered into a First Amended Shareholders' Voting Agreement and
Irrevocable Proxy (the "Amended Shareholders' Agreement") whereby D. Stevenson
was granted an irrevocable proxy to vote the 242,524 shares of Common Stock
owned beneficially and of record by the D. and K. Stevenson Trust.
On January 8, 1999, M. Stevenson executed a General Proxy for Extended Period
from Madlin Stevenson, Holder of 532,476 Shares of the Common Stock of Stewart &
Stevenson Services, Inc. to Cynthia Pickett Stevenson (the "Proxy"), wherein M.
Stevenson granted to C. Stevenson a proxy to vote the 532,476 shares of Common
Stock owned beneficially and of record by M. Stevenson.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) AGGREGATE NUMBER AND PERCENTAGE OF SHARES OWNED.
As of the date of this schedule, the Shareholders beneficially
own an aggregate of 2,362,855 shares of Common Stock, of which
(i) 2,321,655 shares are issued and outstanding and (ii)
41,200 shares are issuable upon the exercise of options to
purchase shares of Common Stock. The Shareholders beneficially
own in the aggregate 8.4% of the issued and outstanding shares
of Common Stock, such percentage being calculated by dividing
2,362,855 (the number of shares of Common Stock beneficially
owned by the Shareholders) by 28,025,235 (the number of issued
and outstanding shares of Common Stock as of December 1, 1998,
as reported in the Company's Form 10-Q for the quarter ended
October 31, 1998, plus the number of shares of Common Stock
issuable upon exercise of options held by the Shareholders).
Each Shareholder owns of record such number of shares of
Common Stock as are set forth below:
D. Stevenson 445,204
K. Stevenson 1,098,631
M. Stevenson 532,476
D and K. Stevenson Trust 242,524
D. Stevenson Trust 940
Estate 1,880
------------
TOTAL 2,321,655
In addition, D. Stevenson holds options to purchase 14,600 shares of Common
Stock, and K. Stevenson holds options to purchase 26,600 shares of Common Stock.
Each Shareholder disclaims beneficial ownership of any shares of Common Stock
held of record by any other Shareholder.
(b) NUMBER OF SHARES BENEFICIALLY OWNED BY THE SHAREHOLDERS.
Donald E. Stevenson
(i) D. Stevenson has sole power to vote 702,328 shares of
Common Stock, such shares being calculated by
aggregating 445,204 shares owned individually,
242,524 shares that he has the power to vote pursuant
to the Amended Shareholders' Agreement and 14,600
shares issuable to him upon the exercise of options.
(ii) D. Stevenson has shared power to vote 1,880 shares of
Common Stock, as co-executor of the Estate.
Page 10 of 15 Pages
<PAGE> 11
(iii) D. Stevenson has sole power to dispose of 459,404
shares of Common Stock, such number of shares being
calculated by aggregating 445,204 shares owned
individually by him and 14,600 shares issuable to him
upon the exercise of options.
(iv) D. Stevenson has shared power to dispose of 1,880
shares of Common Stock, as co-executor of the Estate.
Keith T. Stevenson
(i) K. Stevenson has sole power to vote 1,126,171 shares
of Common Stock, such number of shares being
calculated by aggregating 1,098,631 shares owned
individually by him, 26,600 shares issuable to him
upon the exercise of options and 940 shares that he
has the power to vote as Trustee of the D. Stevenson
Trust.
(ii) K. Stevenson has shared power to vote 1,880 shares of
Common Stock, as co-executor of the Estate.
(iii) K. Stevenson has sole power to dispose of 1,126,171
shares of Common Stock, such number of shares being
calculated by aggregating 1,098,631 shares owned
individually by him, 26,600 shares issuable to him
upon the exercise of options and 940 shares that he
has the power to dispose of as Trustee of the D.
Stevenson Trust.
(iv) K. Stevenson has shared power to dispose of 1,880
shares of Common Stock, as co-executor of the Estate.
Kathleen Cynthia Pickett Stevenson, by Proxy of M. Stevenson
(i) C. Stevenson has sole power to vote 532,476 shares of
Common Stock pursuant to the Proxy.
(ii) C. Stevenson does not have shared power to vote any
shares of Common Stock.
(iii) C. Stevenson does not have sole power to dispose of
any shares of Common Stock.
(iv) C. Stevenson does not have shared power to dispose of
any shares of Common Stock.
Madlin Stevenson
(i) M. Stevenson does not have sole power to vote any
shares of Common Stock.
(ii) M. Stevenson does not have shared power to vote any
shares of Common Stock.
(iii) M. Stevenson has sole power to dispose of 775,000
shares of Common Stock, such number of shares being
calculated by aggregating 532,476 shares owned
individually by her and 242,524 shares that she has
the power to dispose of as Trustee for the D. and K.
Stevenson Trust.
(iv) M. Stevenson does not have shared power to dispose of
any shares of Common Stock.
Page 11 of 15 Pages
<PAGE> 12
Madlin Stevenson, in her capacity as Trustee of the D. and K. Stevenson
Trust
(i) The Trustee, in such capacity, does not have sole
power to vote any shares of Common Stock.
(ii) The Trustee, in such capacity, does not have shared
power to vote any shares of Common Stock.
(iii) The Trustee, in such capacity, has sole power to
dispose of 242,524 shares of Common Stock.
(iv) The Trustee, in such capacity, does not have shared
power to dispose of any shares of Common Stock.
K. Stevenson, in his capacity as Trustee of the D. Stevenson Trust
(i) The Trustee, in such capacity, has sole power to vote
940 shares of Common Stock.
(ii) The Trustee, in such capacity, does not have shared
power to vote any shares of Common Stock.
(iii) The Trustee, in such capacity, has sole power to
dispose of 940 shares of Common Stock.
(iv) The Trustee, in such capacity, does not have shared
power to dispose of any shares of Common Stock.
Donald E. Stevenson and Keith T. Stevenson, in their capacity as
Co-Executors of the Estate of Mildred Doyle Stevenson
(i) The Co-Executors, in such capacity, have the sole
power to vote 1,880 shares of Common Stock.
(ii) The Co-Executors, in such capacity, do not have
shared power to vote any shares of Common Stock.
(iii) The Co-Executors, in such capacity, have sole power
to dispose of 1,880 shares of Common Stock.
(iv) The Co-Executors, in such capacity, do not have
shared power to dispose of any shares of Common
Stock.
(c) Except as described in Item 4 above and as further described
in Exhibits A and B incorporated herein and attached hereto,
no Shareholder has effected any transactions with respect to
the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 12 of 15 Pages
<PAGE> 13
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER.
Except as described in Items 4 and 5 above and as set forth in Exhibits A, B and
C incorporated herein and attached hereto, there are no contracts, arrangements,
understandings or relationships between any of the Shareholders with respect to
the Common Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Ex. A First Amended Shareholders' Voting Agreement and Irrevocable
Proxy by and among Donald E. Stevenson, Madlin Stevenson and
Madlin Stevenson, as Trustee for the benefit of Donald and
Keith Stevenson under the Will of J.R. Stevenson, Deceased,
dated January 8, 1999.
Ex. B General Proxy for Extended Period from Madlin Stevenson,
Holder of 532,476 Shares of the Common Stock of Stewart &
Stevenson Services, Inc. to Cynthia Pickett Stevenson, dated
January 8, 1999.
Ex. C Agreement for Joint Filing Pursuant to Rule 13d-1(f)(1) Under
the Securities Exchange Act of 1934, dated February 16, 1999,
among Donald E. Stevenson, Kathleen Cynthia Pickett Stevenson,
by proxy of Madlin Stevenson, Keith T. Stevenson, Madlin
Stevenson, Madlin Stevenson, as Trustee for the benefit of
Donald and Keith Stevenson under the Will of J.R. Stevenson,
Deceased, Keith Stevenson, as Trustee of the Donald E.
Stevenson Testamentary Trust, and Donald E. Stevenson and
Keith T. Stevenson, as Co-Executors of the Estate of Mildred
Doyle Stevenson.
Page 13 of 15 Pages
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 1999
/s/ DONALD E. STEVENSON
-------------------------------------------
Donald E. Stevenson
/s/ KATHLEEN CYNTHIA PICKETT STEVENSON
-------------------------------------------
Kathleen Cynthia Pickett Stevenson,
as Proxy for Madlin Stevenson
/s/ KEITH T. STEVENSON
-------------------------------------------
Keith T. Stevenson
/s/ MADLIN STEVENSON
-------------------------------------------
Madlin Stevenson
TRUST FOR THE BENEFIT OF DONALD AND
KEITH STEVENSON UNDER THE WILL
OF J. R. STEVENSON, DECEASED
By: /s/ MADLIN STEVENSON
----------------------------------------
Madlin Stevenson, Trustee
THE DONALD E. STEVENSON TESTAMENTARY TRUST
By: /s/ KEITH T. STEVENSON
----------------------------------------
Keith T. Stevenson, Trustee
Page 14 of 15 Pages
<PAGE> 15
ESTATE OF MILDRED DOYLE STEVENSON
By: /s/ DONALD E. STEVENSON
----------------------------------------
Donald E. Stevenson, Co-Executor
By: /s/ KEITH T. STEVENSON
----------------------------------------
Keith T. Stevenson, Co-Executor
Page 15 of 15 Pages
<PAGE> 1
EXHIBIT A
FIRST AMENDED SHAREHOLDERS' VOTING AGREEMENT AND IRREVOCABLE
PROXY
The SHAREHOLDERS' VOTING AGREEMENT AND IRREVOCABLE PROXY (this
"Agreement") dated as of April 23, 1997 (the "4/23/97 Agreement"), by and among
Donald E. Stevenson ("Mr. Stevenson"), Madlin Stevenson ("Ms. Stevenson") and
Madlin Stevenson, as trustee for the benefit of Donald and Keith Stevenson
under the Will of J. R. Stevenson, Deceased (the "Trust"), is hereby amended as
follows and replaced hereby. Mr. Stevenson, Ms. Stevenson and the Trust are
collectively referred to as "Shareholders" or individually as "Shareholder".
W I T N E S S E T H:
WHEREAS, Mr. Stevenson owns record and beneficial title to 445,204
shares of the common stock ("Company Common Stock"), of Stewart & Stevenson
Services, Inc., a Texas corporation (the "Company");
WHEREAS, Ms. Stevenson owns record and beneficial title to 532,476
shares of Company Common Stock;
WHEREAS, the Trust owns record and beneficial title to 242,524 shares
of Company Common Stock;
WHEREAS, the Shareholders wish to amend and replace the 4/23/97
Agreement with this First Amended Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. VOTING AGREEMENT.
1.1 Modification and Revocation of 4/23/97 Voting Agreement
re: Ms. Stevenson's Shares. The previous 4/23/97 Agreement committing Ms.
Stevenson's shares of the Company's Common Stock to the voting agreement is
hereby revoked for all purposes.
1.2 Agreement to Vote. Mr. Stevenson and the Trust agree to
vote on each election of directors and on each matter submitted to a vote at a
meeting of shareholders or, if in lieu thereof, any action by written consent
with regard to both of the foregoing (collectively, the "Shareholder Matters"),
all shares of the Company's Common Stock that are then beneficially owned by
such Shareholder pursuant to the direction of Mr. Stevenson.
1.3 Termination. The Shareholders' agreement to vote pursuant
to Section 1.2 of this Agreement shall commence in effect on the date hereof and
terminate on the sooner of the
<PAGE> 2
date of Ms. Stevenson's death or nine years and 364 days form the date hereof
(the "Termination Date").
2. IRREVOCABLE PROXY.
2.1 Modification and Termination of 4/23/97 Irrevocable Proxy
re: Ms. Stevenson's Share. Mr. Stevenson hereby terminates his consent to serve
and resigns as Ms. Stevenson's Proxy Holder with respect to Ms. Stevenson's
shares of the Company's Common Stock. Ms. Stevenson hereby accepts Mr.
Stevenson's termination of his consent to serve and resignation as Ms.
Stevenson's Proxy Holder with respect to Ms. Stevenson's shares of the Company's
Common Stock, effective as of December 15, 1998.
2.2 Irrevocable Proxy. The Trust hereby constitutes and
appoints Mr. Stevenson (the "Proxy Holder"), with full power of substitution,
its true and lawful proxy and attorney-in-fact to vote, or, if in lieu thereof,
to provide or withhold written consent, on all Shareholders Matters all shares
of the Company's Common stock that it beneficially owns as of the date of any
vote or written consent in lieu of meeting. THE TRUST ACKNOWLEDGES THAT THE
PROXY GRANTED HEREBY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE TO THE FULL
EXTENT PERMITTED BY ARTICLE 2.29C OF THE TEXAS BUSINESS CORPORATION ACT. In the
event that the Trust for any reason fails to vote its shares of the Company's
Common stock in accordance with the requirements of Section 1.2 of this
Agreement, then the Proxy Holder shall have the right to vote such shares in
accordance with the provisions of this Section 2. The vote of the Proxy Holder
shall control in any conflict between the vote of such shares by the Proxy
Holder and a vote by the Trust of such shares. The irrevocable proxy granted
pursuant to this Section 2.2 shall continue in effect until the Termination
Date, unless terminated or modified by unanimous written agreement of Mr.
Stevenson and the Trust.
3. MISCELLANEOUS.
3.1 Amendments. No amendment, supplement, modification or
waiver of this Agreement shall be binding against any party hereto unless
executed in writing by (i) such party and (ii) the other party seeking to bind
such party.
3.2 Notices. All notices, requests, demands and other
communications made in connection with this Agreement shall be in writing and
shall be deemed to have been duly given on the date delivered, if delivered
personally, by overnight delivery service or sent by facsimile machine to the
persons identified below, or three days after mailing in the U.S. Mail if mailed
by certified or registered mail, postage prepaid, return receipt requested,
addressed as follows:
(a) if to Mr. Stevenson:
Donald E. Stevenson
2513 S. Gessner #334
Houston, Texas 77063
Facsimile: (713) 783-3508
Telephone: (713) 868-7629
<PAGE> 3
(b) if to Ms. Stevenson or the Trust:
Madlin Stevenson and Madlin Stevenson,
as trustee for the benefit of Donald and
Keith Stevenson
211 Shoreacres Blvd.
Houston, Texas 77571
Telephone: (713) 471-1275
Such addresses may be changed, from time to time, by means of a notice given in
the manner provided in this Section 3.2.
3.3 Waiver. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (regardless of whether such provision is similar), nor shall any such
waiver constitute a continuing waiver unless otherwise expressly provided.
3.4 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.
3.5 Entire Agreement. This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral, written or inferred, of the parties, and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof.
3.6 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas.
3.7 Binding Effect and Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties here and their respective
heirs, successors and assigns. Nothing in this Agreement, express or implied, is
intended to confer upon any person other than the parties hereto and their
respective heirs, successors and assigns, any rights, benefits or obligations
hereunder.
<PAGE> 4
3.8 Headings. The headings contained herein are inserted for
convenience of reference only and are not intended to be a part of or affect the
meaning or interpretation of this Agreement.
3.9 Counterparts; Photo or Facsimile. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. A photo
and/or facsimile copy of this signed agreement is for all purposes deemed
original.
3.10 Intent. Section 1.1 of this Agreement is intended to
operate as a voting agreement as envisioned by Article 2.30B of the Texas
Business Corporation Act, as in effect on the date thereof. A counterpart of
this Agreement shall be deposited with the Company at its principal office,
where it shall be subject to inspection by the Company's shareholders.
IN WITNESS WHEREOF, the parties hereto have duly executed, or have
caused to be executed, this Agreement effective as of January 8, 1999.
/s/ Donald E. Stevenson
----------------------------------------
DONALD E. STEVENSON
/s/ Madlin Stevenson
----------------------------------------
MADLIN STEVENSON
J. R. STEVENSON TESTAMENTARY TRUST
By: /s/ Madlin Stevenson
----------------------------------------
MADLIN STEVENSON, TRUSTEE
UNDER THE WILL OF
J. R. STEVENSON, DECEASED
<PAGE> 1
EXHIBIT B
GENERAL PROXY
FOR EXTENDED PERIOD
FROM MADLIN STEVENSON,
HOLDER OF 532,476 SHARES
OF THE COMMON STOCK
OF STEWART & STEVENSON SERVICES, INC.
TO
CYNTHIA PICKETT STEVENSON
<PAGE> 2
PROXY
The undersigned, as holder of 532,476 share of the Common Stock of
Stewart & Stevenson Services, Inc. a Texas Corporation, appoints Cynthia Pickett
Stevenson of Houston, Harris County, Texas, as proxy to attend any shareholders'
meeting and any adjournments of any and all meetings to be held between the date
of this proxy and August 15, 2004, and to take any and all lawful actions and to
exercise any and all lawful rights that I am entitled to take and/or exercise as
a shareholder, which my said Proxy Holder may deem advisable or appropriate,
with full power to vote and act for the undersigned shareholder, with full power
to appoint a substitute proxy to vote and act for the undersigned shareholder,
and with full power to revoke the appointment of the substitute proxy.
This appointment and authorization to vote at meetings also includes
the right to give any consent to shareholders' actions that I could personally
give.
I revoke all proxies previously made by me with respect to my said
shares.
I reserve the right to cancel this proxy at any time upon and by filing
with the secretary of the corporation, a written notice of the cancellation
signed by myself.
Dated: Effective as of January 8, 1999.
/s/ Madlin Stevenson
-----------------------------------
Madlin Stevenson
<PAGE> 1
EXHIBIT C
AGREEMENT FOR JOINT FILING PURSUANT TO RULE
13d-1(f)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to 17 CFR 240.13D-1(F)(1) under the Securities Exchange Act of
1934, as amended, the undersigned do hereby agree in writing that a Schedule 13D
with respect to the common stock of Stewart & Stevenson Services, Inc. be and is
filed on behalf of each of them. The undersigned further recognize that each of
them is responsible for the timely filing of such Schedule 13D and any
amendments thereto, and for the completeness and accuracy of any information
concerning them contained therein. The undersigned further constitute and
appoint Donald E. Stevenson as their lawful attorney-in-fact and agent, to
execute and file such Schedule 13D, and any amendments thereto on their behalf.
Dated as of this 16th day of February, 1999.
/s/ DONALD E. STEVENSON
-------------------------------------------
Donald E. Stevenson
/s/ KATHLEEN CYNTHIA PICKETT STEVENSON
-------------------------------------------
Kathleen Cynthia Pickett Stevenson,
as Proxy for Madlin Stevenson
/s/ KEITH T. STEVENSON
-------------------------------------------
Keith T. Stevenson
/s/ MADLIN STEVENSON
-------------------------------------------
Madlin Stevenson
TRUST FOR THE BENEFIT OF DONALD AND
KEITH STEVENSON UNDER THE WILL
OF J. R. STEVENSON, DECEASED
By: /s/ MADLIN STEVENSON
----------------------------------------
Madlin Stevenson, Trustee
<PAGE> 2
THE DONALD E. STEVENSON TESTAMENTARY TRUST
By: /s/ KEITH T. STEVENSON
----------------------------------------
Keith T. Stevenson, Trustee
ESTATE OF MILDRED DOYLE STEVENSON
By: /s/ DONALD E. STEVENSON
----------------------------------------
Donald E. Stevenson, Co-Executor
By: /s/ KEITH T. STEVENSON
----------------------------------------
Keith T. Stevenson, Co-Executor
