-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LlSkp8+xtWQ5DM/s72E75FUMLt5GJ03Emrp+gDwVcDzWLm/ojJwhTAK/LaR6G7uS QL+/saAgBLSY9ZrNf1Unmg== 0000094328-95-000023.txt : 199506300000094328-95-000023.hdr.sgml : 19950630 ACCESSION NUMBER: 0000094328-95-000023 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWART & STEVENSON SERVICES INC CENTRAL INDEX KEY: 0000094328 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 741051605 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11443 FILM NUMBER: 95551020 BUSINESS ADDRESS: STREET 1: 2707 N LOOP W CITY: HOUSTON STATE: TX ZIP: 77008 BUSINESS PHONE: 7138687700 MAIL ADDRESS: STREET 1: P O BOX 1637 CITY: HOUSTON STATE: TX ZIP: 77251-1637 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 11-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ____________________ to ____________________ Commission file number 0-8493 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: STEWART & STEVENSON 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: STEWART & STEVENSON SERVICES, INC. 2707 North Loop West Houston, Texas 77008 FINANCIAL STATEMENTS In accordance with Item 4 of the Required Information for Form 11-K, the following statements of financial condition for the Stewart & Stevenson 401(k) Savings Plan have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. INDEX TO THE FINANCIAL STATEMENTS AND SCHEDULE Report of Independent Public Accountants Item 1. Statement of Net Assets Available for Benefits as of December 31, 1994 Item 2. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1994 Notes to Financial Statements as of December 31, 1994 Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 Schedule II - Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the Stewart & Stevenson 401(k) Savings Plan: We have audited the accompanying statement of net assets available for benefits of the Stewart & Stevenson 401(k) Savings Plan as of December 31, 1994, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Stewart & Stevenson 401(k) Savings Plan as of December 31, 1994, and the changes in its net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen, LLP Houston, Texas June 12, 1995 STEWART & STEVENSON 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 ASSETS: Investments, at fair value- Common stock of Stewart & Stevenson Services, Inc. $ 326,391 Mutual funds 2,187,852 Money market 232,640 Participant loans 29,048 __________ 2,775,931 Receivables- Employer contributions 10,200 Participant contributions 56,456 __________ 66,656 __________ Total assets 2,842,587 LIABILITIES: Excess contributions refundable 264,914 __________ NET ASSETS AVAILABLE FOR BENEFITS $2,577,673 ==========
The accompanying notes are an integral part of these financial statements. STEWART & STEVENSON 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Dividends $ 50,679 Interest 22,110 __________ 72,789 Contributions- Employer 430,702 Participant 2,335,457 Participant rollovers 160,357 __________ Total contributions 2,926,516 __________ Total additions 2,999,305 __________ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 293,827 Withdrawals 3,551 Realized loss on sale of investments, net 4,034 Unrealized depreciation in fair value of investments, net 120,220 __________ Total deductions 421,632 __________ NET INCREASE 2,577,673 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year - __________ End of year $2,577,673 ==========
The accompanying notes are an integral part of these financial statements. STEWART & STEVENSON 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN: General The Stewart & Stevenson 401(k) Savings Plan (the Plan), adopted effective January 1, 1994, is a trusteed, defined contribution plan established for the benefit of all eligible employees of Stewart & Stevenson Services, Inc., and its subsidiaries, C. Jim Stewart & Stevenson, Inc., Stewart & Stevenson Power, Inc., Stewart & Stevenson Operations, Inc., Stewart & Stevenson Transportation, Inc., Stewart & Stevenson International, Inc., Stewart & Stevenson Technical Services, Inc., and Pow-R-Quik Limited. These entities are collectively referred to as "the Company." Effective September 1, 1994, and November 19, 1994, respectively, the Plan has been amended to include all eligible employees of Creole International, Inc., and Power Application & Mfg. Co. The following description of the Plan provides a summary of the Plan. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Basis of Accounting The financial statements of the Plan have been prepared on the accrual basis of accounting. Plan Administration The Plan is administered by a committee (the Administrative Committee) which is appointed by the board of directors of Stewart & Stevenson Services, Inc. This committee is empowered to act on all matters affecting the Plan including, among other things, interpreting the Plan's provisions, determining the eligibility of employees to become participants in the Plan, selecting the funds to be made available in the Plan and determining any person's right to a benefit under the Plan. Committee members do not receive compensation for services rendered to the Plan. Custodial safekeeping of Plan assets is performed by Merrill Lynch Trust Company (the Trustee). Individual participant record keeping is performed under Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Recordkeeper). Among other duties, the Trustee is to receive contributions, collect the income from the Plan's assets and make disbursements from the Plan's assets as directed by the administrative committee. The Recordkeeper's duties include processing and maintaining participant data, participant statements, and contributions and distributions for purposes of record keeping. Participation Employee participation in the Plan is voluntary. All employees who are at least 21 years of age are eligible to participate in the Plan after completion of one year of service during which 1,000 or more hours are worked. There are 943 active participants in the Plan at December 31, 1994. Investments The following details the investment options available to each Plan participant: Fund 1 Merrill Lynch Global Allocation Fund, Inc., Class A Fund 2 Merrill Lynch Corporate Bond Fund, Inc., Intermediate Term, Class A Fund 3 Merrill Lynch Retirement Preservation Trust Fund 4 AIM Value Fund Fund 5 American Balanced Fund Fund 6 Stewart & Stevenson Services, Inc., Common Stock The Plan's investments are recorded at cost when purchased but are adjusted to market value based upon published data, by the Trustee, for financial reporting purposes. The net change in the difference between market value and revalued cost of the investments on hand at December 31, 1994, is included as unrealized depreciation of investments in the statement of changes in net assets available for plan benefits. Realized gains or losses on the disposition of Plan investments and withdrawals of investments are based on the value of the assets as of the beginning of the year or the time of purchase during the year, if later. Contributions Participants may elect to contribute 1 percent to 15 percent of their wages as reported to the Internal Revenue Service, subject to certain limitations, as defined, in any or all six funds. Contributions from employees are recorded in the period in which the Company makes payroll deductions from Plan participants. The matching employer contribution is 25 percent of the first 6 percent of the participant's contribution. Matching contributions from the Company are recorded in the same period as the corresponding employee contributions. Participant and employer contributions are remitted by the employer to the Trustee every two weeks and are credited directly to the participants' employee accounts by the Recordkeeper. Participants may also make rollover contributions to the Plan representing distributions from other qualified defined benefit or contribution plans. Participants can change the allocation of their contributions in these six funds or they can discontinue, increase or decrease their contribution rate within the 1 percent to 15 percent range as permitted by the Plan. All changes are performed over an automated benefits system. Participants' Benefits Participants are fully vested in their participant contributions, rollovers and earnings thereon at all times. Participants shall have a 100 percent vested interest in their employer contributions upon attaining age 65, the normal retirement age according to the Plan. Those participants who terminate prior to normal retirement age are entitled to a benefit pursuant to the value of their vested interests in their accounts as follows: Vested Years of Vesting Service Interest ________________________ ________ Less than 3 0% 3 20 4 40 5 60 6 80 7 or more 100 Forfeited employer contributions are applied as a reduction of future employer matching contributions but will be restored to the participants who previously forfeited the contribution upon reemployment within five years of termination. The Company anticipates and believes that the Plan will continue without interruption but reserves the right to terminate the Plan. In the event of termination, the assets of the Plan, less expenses of liquidation, will be allocated to the participants in accordance with the terms of the Plan. Withdrawals and Loans Participant benefits are payable to participants or to a designated beneficiary in the event of their retirement, death or termination of employment. In limited circumstances, account withdrawals may be made for financial hardship in accordance with the Plan. Benefit payments to withdrawing employees are made in lump-sum payments. As of December 31, 1994, the amount payable to persons who have withdrawn from the Plan was $43,420. This amount is reported as a liability on the Form 5500. A participant may borrow from his account up to a maximum equal to the lesser of $50,000 or 50 percent of his vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the participant loan fund. The minimum loan is $1,000 and will bear interest at a rate of prime plus 1 percent. Outstanding loans currently bear interest rates from 8- 3/4 percent to 9-1/2 percent. The loans shall not exceed five years, except for loans for the purpose of acquiring a principal residence. The loans are secured by the balance in the participant's account. Principal and interest are paid ratably through monthly payroll deductions. Recognition of Income and Expenses Interest income is reported daily on an accrual basis. Plan income or loss is allocated to the participants daily in the ratio that each participant's account balance bears to all account balances. Although not required by the Plan, all administrative expenses relating to the Plan have been paid by the Company. Excess Contributions Refundable At December 31, 1994, the Plan did not comply with the requirements of the actual deferral percentage and actual contribution percentage test. These tests ensure that total annual contributions made by highly compensated employees and their respective matching employer contribution are in proportion to the same annual contributions of nonhighly compensated employees. This determination resulted in a refund of approximately $265,000 of contributions, which was made subsequent to the Plan's year-end, to certain highly compensated participants. 2. FEDERAL INCOME TAXES: The Plan obtained its latest determination letter on September 3, 1994, in which the Internal Revenue Service stated that the Plan, as originally established, was in compliance with the applicable requirements of the Internal Revenue Code (the Code). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. 3. ALLOCATION TO INVESTMENT PROGRAMS: The following statements reflect the allocation of net assets available for benefits and changes in net assets available for benefits to the separate investment funds as of and for the year ended December 31, 1994: Statement of Net Assets Available for Benefits by Investment Program December 31, 1994 Part. Unalloc. Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6 Loans Cash Total ________ ________ ________ ________ ________ ________ _______ __________ __________ Assets- Investments, at fair value- Common stock $ - $ - $ - $ - $ - $326,391 $ - $ - $ 326,391 Mutual Funds 771,631 180,578 - - - - - - 952,209 Money Market - - 232,640 - - - - - 232,640 Other Investments - - - 944,940 290,703 - - - 1,235,643 Participant Loans - - - - - - 29,048 - 29,048 ________ ________ ________ ________ ________ ________ _______ __________ __________ 771,631 180,578 232,640 944,940 290,703 326,391 29,048 - 2,775,931 Receivables- Employer contributions 2,840 650 1,198 3,175 1,170 1,167 - - 10,200 Participant contributions 15,819 3,304 6,634 17,837 6,126 6,736 - - 56,456 ________ ________ ________ ________ ________ ________ _______ __________ __________ 18,659 3,954 7,832 21,012 7,296 7,903 - - 66,656 ________ ________ ________ ________ ________ ________ _______ __________ __________ Total assets 790,290 184,532 240,472 965,952 297,999 334,294 29,048 - 2,842,587 Liabilities- Excess contributions refundable - - - - - - - 264,914 264,914 ________ ________ ________ ________ ________ ________ _______ __________ __________ Net assets available for benefits $790,290 $184,532 $240,472 $965,952 $297,999 $334,294 $29,048 $(264,914) $2,577,673 ======== ======== ======== ======== ======== ======== ======= ========== ==========
Statement of Changes in Net Assets Available for Benefits Investment Program For the Year Ended December 31, 1994 Part. Unalloc. Fund 1 Fund 2 Fund 3 Fund 4 Fund 5 Fund 6 Loans Cash Total ________ ________ ________ ________ ________ ________ _______ __________ __________ Additions to net assets attributed to- Investment income- Dividends $ 37,936 $ 6,846 $ 5,024 $ - $ - $ 873 $ - $ - $ 50,679 Interest 508 11 - 14,487 7,088 16 - - 22,110 -------- ------- ------- ------- ------- -------- ------ --------- ---------- Total investment income 38,444 6,857 5,024 14,487 7,088 889 - - 72,789 Contributions Employer 128,106 32,189 32,923 141,696 44,997 50,791 - - 430,702 Participant 688,997 172,214 180,931 769,898 237,244 286,173 - - 2,335,457 Participant rollovers 29,833 5,837 24,413 60,174 27,206 12,894 - - 160,357 ________ ________ ________ ________ ________ ________ _______ __________ __________ Total contributions 846,936 210,240 238,267 971,768 309,447 349,858 - - 2,926,516 -------- -------- -------- --------- -------- --------- ------- ---------- ---------- Total additions 885,380 217,097 243,291 986,255 316,535 350,747 - - 2,999,305 -------- -------- -------- --------- ------- --------- ------- --------- ---------- Deductions from net assets attributed to- Distributions to participants 6,824 4,422 10,833 3,160 1,609 2,065 - 264,914 293,827 Withdrawals - 1,086 101 944 79 1,341 - - 3,551 Realized (gain) loss on sale of investments 1,215 1,167 - (13) 130 1,535 - - 4,034 Unrealized depreciation in fair value of investments 58,780 6,492 - 8,401 3,536 43,011 - - 120,220 Loan activity, net 7,796 1,707 2,415 10,988 3,780 2,362 (29,048) - - Interfund transfers, net 20,475 17,691 (10,530) (3,177) 9,402 (33,861) - - - ________ ________ ________ ________ ________ ________ _______ __________ __________ Total deductions 95,090 32,565 2,819 20,303 18,536 16,453 (29,048) 264,914 421,632 -------- -------- -------- -------- -------- -------- ------- ---------- ---------- Net increase (decrease) 790,290 184,532 240,472 965,952 297,999 334,294 29,048 (264,914) 2,577,673 Net assets available for benefits- Beginning of year - - - - - - - - - ________ ________ ________ ________ ________ ________ _______ __________ __________ End of year $790,290 $184,532 $240,472 $965,952 $297,999 $334,294 $29,048 $(264,914) $2,577,673 ======== ======== ======== ======== ======== ======== ======= ========= ==========
SCHEDULE I STEWART & STEVENSON 401(k) SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 Number of Shares or Principal Current Identity of Issue Description Amount Cost Value - -------------------------------------- ------------------------------- --------- ---------- ---------- Stewart & Stevenson Services, Inc. Common stock 9,460 $ 369,402 $ 326,391 Merrill Lynch Trust Company Merrill Lynch Global Allocation Fund, Inc., Class A 63,093 830,411 711,631 Merrill Lynch Trust Company Merrill Lynch Corporate Bond Fund, Inc., Intermediate Term, Class A 16,876 187,070 180,578 AIM Family of Funds AIM Value Fund 44,699 953,341 944,940 American Funds Group American Balanced Fund 24,225 294,239 290,703 Merrill Lynch Trust Company Merrill Lynch Retirement Preservation Trust 232,640 232,640 232,640 Participant loans (ranging from 8-3/4% to 9-1/2%) 29,048 29,048 29,048 ---------- ---------- Total assets held for investment purposes $2,896,151 $2,775,931 ========== ========== Identified party in interest.
The foregoing notes to the financial statements are an integral part of this schedule. SCHEDULE II STEWART & STEVENSON 401(k) SAVINGS PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 Current Value of Number Asset on Identity of of Purchase Selling Cost of Trans. Gain Party Involved Description Trans. Price Price Asset Date (Loss) - ------------------- ------------------------------- ------ --------- --------- ------- -------- ------- Stewart & Stevenson Services, Inc. Common stock 111 $381,242 $ - $ - $ - $ - Stewart & Stevenson Services, Inc. Common stock 20 - 10,304 11,839 10,304 (1,535) Merrill Lynch Merrill Lynch Global Trust Company Allocation Fund, Inc., Class A 106 875,570 - - - - Merrill Lynch Merrill Lynch Global Trust Company Allocation Fund, Inc., Class A 36 - 43,944 45,159 43,944 (1,215) Merrill Lynch Merrill Lynch Corporate Bond Trust Company Fund, Inc., Intermediate Term, Class A 101 215,063 - - - - Merrill Lynch Merrill Lynch Corporate Bond Trust Company Fund, Inc., Intermediate Term, Class A 32 - 26,847 28,014 26,847 (1,167) Merrill Lynch Merrill Lynch Retirement Trust Company Preservation Trust 119 256,312 - - - - Merrill Lynch Merrill Lynch Retirement Trust Company Preservation Trust 24 - 23,671 23,671 23,671 - AIM Family of Funds AIM Value Fund 111 986,572 - - - - AIM Family of Funds AIM Value Fund 36 - 33,244 33,231 33,244 13 American Funds Group American Balanced Fund 100 313,254 - - - - American Funds Group American Balanced Fund 30 - 18,885 19,015 18,885 (130) Identified party in interest. Amounts are net of purchase/selling expenses.
NOTE: This schedule presents all reportable transactions of the Plan for the year ended December 31, 1994. The foregoing notes to the financial statements are an integral part of this schedule. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Stewart & Stevenson 401(k) Savings Plan Administrative Committee which administers the Stewart & Stevenson 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized in the City of Houston and the State of Texas, on the 29th day of June, 1995. Stewart & Stevenson 401(k) Savings Plan Administrative Committee /s/ Robert L. Hargrave _________________________ _________________________ Bob H. O'Neal Robert L. Hargrave Member Member /s/ Donald E. Stevenson /s/ Jack T. Currie _________________________ _________________________ Donald E. Stevenson Jack T. Currie Member Member /s/ Bobby W. Brown /s/ David R. Stewart _________________________ _________________________ Bobby W. Brown David R. Stewart Member Member EX-23 2 EXHIBIT 23-1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 12, 1995 on the financial statements and schedules of Stewart & Stevenson 401(k) Savings Plan as of and for the year ended December 31, 1994, included in this Form 11-K, into the previously filed Stewart & Stevenson Services, Inc. Form S-8 Registration Statement File No. 33- 52903. /s/ Arthur Andersen, LLP Houston, Texas June 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----