-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cd1sGL+o641NcTKsdIChpNSrq4v1IARNK4H5cQzMz3NXDPGNLe9WEh0lRdotKTV+ QO5Q6g145A+s7X9YAtqtWg== 0000094328-98-000018.txt : 19980630 0000094328-98-000018.hdr.sgml : 19980630 ACCESSION NUMBER: 0000094328-98-000018 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-11443 FILM NUMBER: 98656848 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 EXHCNAGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 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 Name of issuer of the securities held pursuant to the plan and the Address of its principal executive office: STEWART & STEVENSON SERVICES, INC. 2707 NORTH LOOP WEST HOUSTON, TEXAS 77008 ============================================================================= FINANCIAL STATEMENT 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) Saving 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 SCHEUDLE Report of Independent Public Accounts Item 1. Statement of net Assets Available for Benefits as of December 31, 1997 and 1996. Item 2. Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1997 and December 31, 1996. Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997. ============================================================================== ============================================================================== STEWART & STEVENSON 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 TOGETHER WITH AUDITORS' REPORT REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the Stewart & Stevenson 401(k) Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Stewart & Stevenson 401(k) Savings Plan as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years 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 audits. We conducted our audits 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 audits provide 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, 1997 and 1996, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were 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 as of December 31, 1997, reportable transactions and nonexempt transactions for the year ended December 31, 1997, are presented for the purpose 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 the audits 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. ARTHUR ANDERSEN LLP Houston, Texas June 19, 1998 STEWART & STEVENSON 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996
1997 1996 ---- ---- ASSETS: Investments, at fair value- Common stock of Stewart & Stevenson Services, Inc. $ 1,789,246 $ 1,549,186 Mutual funds 23,529,389 14,605,987 Common/collective trust fund 2,660,658 2,080,436 Participant loans 890,184 522,927 ----------- ----------- Total investments 28,869,477 18,758,536 Receivables- Employer contributions 31,454 25,183 Participant contributions 170,168 134,213 Cash 66 170,123 ----------- ----------- 201,688 329,519 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $29,071,165 $19,088,055 =========== =========== The accompanying notes are an integral part of these financial statements.
STEWART & STEVENSON 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996 ---- ---- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Dividends $ 2,648,260 $ 1,099,294 Interest 65,432 35,609 Net appreciation (depreciation) in fair value of common stock (164,015) 239,784 Net appreciation in fair value of mutual funds 658,468 597,965 ----------- ----------- Total investment income 3,208,145 1,972,652 Contributions- Employer 1,079,221 984,534 Participant 5,875,460 5,090,204 Participant rollovers 306,513 1,036,336 Other additions- Transfer from the Sierra Plan (Note 6) 1,562,178 - Other receipts 38,347 - ----------- ----------- Total contributions and other additions 8,861,719 7,111,074 ----------- ----------- Total additions 12,069,864 9,083,726 ----------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 1,967,231 389,799 Withdrawals 50,105 135,870 Other distributions - 36,436 Administrative expenses 69,418 3,965 ----------- ----------- Total deductions 2,086,754 566,070 ----------- ----------- NET INCREASE 9,983,110 8,517,656 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 19,088,055 10,570,399 ----------- ----------- End of year $29,071,165 $19,088,055 =========== =========== 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 or the Stewart & Stevenson 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 Sales, Inc., Stewart & Stevenson Technical Services, Inc., Stewart & Stevenson de Venezuela, S.A., Creole Stewart & Stevenson, Inc., Stewart & Stevenson Vehicle Services, Inc., Sierra Detroit Diesel Allison, Inc., and Pow-R-Quik Limited. These entities are collectively referred to as "the Company." As a result of the acquisition of Sierra Detroit Diesel Allison, Inc., by the Company, the Sierra Detroit Diesel Allison, Inc. Retirement Plan (the Sierra Plan) merged into the Stewart & Stevenson Plan, effective April 14, 1997. All assets were transferred in-kind and each member of the Sierra Plan became a participant in the Stewart & Stevenson Plan. 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. 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. The Administrative 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 recordkeeping. 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. Investments The following details the investment funds available to each Plan participant:
Fund 1 Merrill Lynch Global Allocation Fund, Inc., Class A (ML Global) Fund 2 Merrill Lynch Corporate Bond Fund, Inc., Intermediate Term, Class A (ML Corporate) Fund 3 Merrill Lynch Retirement Preservation Trust (ML Retirement) Fund 4 AIM Value Fund (AIM) Fund 5 American Balanced Fund (American) Fund 6 Stewart & Stevenson Services, Inc., Common Stock (S&S Services)
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' 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
Prior to June 1, 1996, forfeited employer contributions were applied as a reduction of future employer matching contributions. Effective June 1, 1996, the Plan was amended to allow forfeited employer contributions to be used to pay Plan expenses, or to be applied as a reduction of future employer matching contributions. 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. 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. 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. 2. SUMMARY OF ACCOUNTING POLICIES: Basis of Accounting The financial statements of the Plan have been prepared on the accrual basis of accounting. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Investment Valuation The Merrill Lynch Retirement Preservation Trust Fund is a common/collective trust fund investing primarily in guaranteed investment contracts and U.S. Government securities. The guaranteed investment contracts are fully benefit responsive and are recorded at contract value, which approximates fair value. Contract value is determined based on contributions made under the contract plus interest earned at the contract's rate less funds used to pay investment fees and withdrawals. Effective yields of the guaranteed investment contracts are 6.6 percent and 6.4 percent for the years ended December 31, 1997 and 1996, respectively. The Plan's investments in mutual funds and common/collective trust funds are recorded at cost when purchased but are adjusted to market value based upon published data, by the Trustee, for financial reporting purposes. The Plan's investments in common stock are recorded at quoted market prices. Recognition of Income and Expenses The net change in the difference between market value of the investments on hand at December 31, and the market value of the investments on hand as of the beginning of the year, is included as unrealized appreciation (depreciation) of investments. Realized gains or losses on the sale of 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. Unrealized appreciation (depreciation) of investments and realized gains or losses are recorded in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Interest income is reported daily on the accrual basis. Plan income or loss for each investment fund is allocated to the participants daily in the ratio that each participant's account balance bears to all account balances. The Company may pay all expenses incurred in the administration of the Plan, but it shall not be obligated to do so. Any such expenses and fees not paid by the Company during 1997 and 1996 were paid from the Plan. 3. 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 Administrative Committee believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, the Administrative Committee believes that the Plan is qualified and is tax-exempt as of December 31, 1997 and 1996. 4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 1996:
Net assets available for benefits per the financial statements $19,088,055 Less- Amounts allocated to withdrawing participants (166,435) ------------ Net assets available for benefits per the Form 5500 $18,921,620 ============
There were no amounts allocated to withdrawing participants as of December 31, 1997. The following is a reconciliation of distributions to participants and withdrawals per the financial statements to the Form 5500 for the year ended December 31, 1997 and 1996:
1997 1996 ---- ---- Distributions to participants and withdrawals per the financial statements $2,017,336 $525,669 Add- Amounts allocated to withdrawing participants at December 31, 1997 and 1996 - 166,435 Less- Amounts allocated to withdrawing participants at December 31, 1996 and 1995 (166,435) - ----------- -------- Distributions to participants and withdrawals per the Form 5500 $1,850,901 $692,104 =========== ========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for distributions that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 5. NONEXEMPT TRANSACTION: The reimbursement of certain forfeitures to the Company in 1996 constituted a lending of such monies to the Company until corrected on June 25, 1997. As such, this transaction represented a nonexempt transaction for the year ended December 31, 1997, between the Company and the Plan as identified in Schedule III. 6. TRANSFER FROM THE SIERRA PLAN: On April 12, 1997, the Company purchased all of the outstanding shares of Sierra Detroit Diesel Allison, Inc. In conjunction with the purchase, effective April 14, 1997 (the Merger Date), the Sierra Detroit Diesel Allison, Inc. Retirement Plan (the Sierra Plan) merged with and into the Plan. The assets of the Sierra Plan were liquidated into cash and transferred to the Plan, along with in-kind transfers of outstanding loan amounts from the Sierra Plan trustee, totaling $1,562,178. These amounts were invested in the closest corresponding fund under the Plan, as determined by the Administrative Committee. As such, each member of the Sierra Plan became a participant in the Plan as of the Merger Date. Notwithstanding any provision of the Plan to the contrary, each former Sierra Plan participant with three or more years of service as of the Plan Merger Date (a Grandfathered Sierra Plan Participant) shall have a vested and nonforfeitable interest in contributions allocated to his employer contribution account in the Plan on and after the Merger Date (and earnings thereon) in accordance with the following schedule:
Years of Vested Vesting Service Interest - --------------- -------- Less than 1 year -% 1 year 20 2 years 40 3 years 60 4 years 80 5 years 100
Each former Sierra Plan participant with at least one year of service (determined under the provisions of the Sierra Plan) as of the Plan Merger Date, who is not a Grandfathered Sierra Plan Participant, shall have his vesting percentage in contributions allocated to his employer contribution account in the Plan on or after the Plan Merger Date (and earnings thereon) determined in accordance with the terms of the Plan provided, however, that in no case shall such vesting percentage be less than his vesting percentage under the Sierra Plan on the Plan Merger Date. 7. SALE OF CONSTRUCTION EQUIPMENT DIVISION: On October 6, 1997, the Company sold substantially all of the net assets of the Company's construction equipment franchise. In conjunction with the sale, the benefits of such participants under the Plan shall be distributed as soon as administratively feasible, subject to any required consents. 8. SUBSEQUENT EVENT: In conjunction with the sale of the Company's gas turbine operations, the following entities were added as participating employers of the Plan: GE Packaged Power, Inc., GE Packaged Power Services, Inc., GE Energy Plan Operations, Inc., and GE Packaged Power Sales, Inc., or their successors (the Participating GE Employers). As such, certain employees of the gas turbine operations became employees of the Participating GE Employers. The Participating GE Employers have certain provisions that are specific to their participating employees with respect to contributions and the availability of Fund 6 - S&S Services for investment. 9. ALLOCATION TO INVESTMENT FUNDS: 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 years ended December 31, 1997 and 1996: Statement of Net Assets Available for Benefits by Investment Fund December 31, 1997
Fund 1 Fund 2 Fund 3 Fund 4 ML Global ML Corporate ML Retirement AIM --------- ------------ ------------- ------ Assets- Investments, at fair value- Common stock of Stewart & Stevenson Services, Inc. $ - $ - $ - $ - Mutual funds 6,667,131 1,734,374 - 11,138,933 Common/collective trust fund - - 2,660,658 - Participant loans - - - - ---------- ---------- ---------- ------------ Total investments 6,667,131 1,734,374 2,660,658 11,138,933 Receivables- Employer contributions 6,953 2,771 2,704 12,170 Participant contributions 37,404 13,912 14,271 67,608 Interfund receivable (payable) - - 66 - Cash - - - - ----------- ----------- ----------- ------------- 44,357 16,683 17,041 79,778 ----------- ----------- ----------- ------------- Net assets available for benefits $ 6,711,488 $ 1,751,057 $ 2,677,699 $ 11,218,711 =========== =========== =========== ============= (Continued)
Fund 5 Fund 6 Participant American S&S Services Loan Fund General Total -------- ------------ ----------- ------- ----- Assets- Investments, at fair value- Common stock of Stewart & Stevenson Services, Inc. $ - $ 1,789,246 $ - $ - $ 1,789,246 Mutual funds 3,988,951 - - - 23,529,389 Common/collective trust fund - - - - 2,660,658 Participant loans - - 890,184 - 890,184 ----------- ----------- --------- ------- ----------- Total investments 3,988,951 1,789,246 890,184 - 28,869,477 Receivables- Employer contributions 4,547 2,309 - - 31,454 Participant contributions 25,015 11,958 - - 170,168 Interfund receivable (payable) - - - (66) - Cash - - - 66 66 ----------- ----------- ---------- ------- ------------ 29,562 14,267 - - 201,688 ----------- ----------- ---------- ------- ------------ Net assets available for benefits $ 4,018,513 $ 1,803,513 $ 890,184 $ - $ 29,071,165 =========== =========== ========== ======= ============
Statement of Net Assets Available for Benefits by Investment Fund December 31, 1996
Fund 1 Fund 2 Fund 3 Fund 4 ML Global ML Corporate ML Retirement AIM --------- ------------ ------------- --- Assets- Investments, at fair value- Common stock of Stewart & Stevenson Services, Inc. $ - $ - $ - $ - Mutual funds 4,327,018 1,215,995 - 6,466,601 Common/collective trust fund - - 2,080,436 - Participant loans - - - - ----------- ----------- ----------- ----------- Total investments 4,327,018 1,215,995 2,080,436 6,466,601 Receivables- Employer contributions 5,551 2,281 2,568 9,066 Participant contributions 29,997 11,316 13,040 49,271 Cash - - - - ----------- ----------- ----------- ----------- 35,548 13,597 15,608 58,337 ----------- ----------- ----------- ----------- Net assets available for benefits $ 4,362,566 $ 1,229,592 $ 2,096,044 $ 6,524,938 =========== =========== =========== ===========
(Continued)
Fund 5 Fund 6 Participant American S&S Services Loan Fund General Total -------- ------------ ----------- ------- ----- Assets- Investments, at fair value- Common stock of Stewart & Stevenson Services, Inc. $ - $ 1,459,186 $ - $ - $ 1,549,186 Mutual funds 2,596,373 - - - 14,605,987 Common/collective trust fund - - - - 2,080,436 Participant loans - - 522,927 - 522,927 ----------- ----------- ---------- ------- ------------ Total investments 2,596,373 1,549,186 522,927 - 18,758,536 Receivables- Employer contributions 3,405 2,312 - - 25,183 Participant contributions 18,092 12,497 - - 134,213 Cash - - - 170,123 170,123 ----------- ----------- ---------- ------- ------------ 21,497 14,809 - 170,123 329,519 ----------- ----------- ---------- ------- ------------ Net assets available for benefits $ 2,617,870 $ 1,563,995 $ 522,927 $ 170,123 $ 19,088,055 =========== =========== ========== ========= ============
Statement of Changes in Net Assets Available for Benefits by Investment Fund For the Year Ended December 31, 1997
Fund 1 Fund 2 Fund 3 Fund 4 ML Global ML Corporate ML Retirement AIM --------- ------------ ------------- --- Additions to net assets attributed to- Investment income- Dividends $ 849,779 $ 92,642 $ 140,808 $ 1,126,699 Interest 14,788 3,207 5,319 26,362 Net appreciation (depreciation) in fair value of investments (274,895) 26,238 - 706,898 ------------ ----------- ------------ ------------ Total investment income 589,672 122,087 146,127 1,859,959 Contributions- Employer 239,698 98,369 102,703 396,611 Participant 1,308,587 506,453 545,736 2,199,106 Participant rollovers 90,037 17,497 28,500 47,245 Transfer from the Sierra Plan (Note 657,124 40,262 115,889 699,031 6) Other receipts - - 38,347 - ----------- ----------- ------------ ------------ Total contributions and other additions 2,295,446 662,581 831,175 3,341,993 ------------ ----------- ------------ ------------ Total additions 2,885,118 784,668 977,302 5,201,952 ------------ ----------- ------------ ------------ Deductions from net assets attributed to- Distributions to participants 380,822 162,468 440,820 560,788 Withdrawals 4,116 8,532 12,637 12,296 Administrative expenses - - 69,418 - Interfund transfers (in) out, net 151,258 92,203 (127,228) (64,905) ------------ ----------- ------------ ------------ Total deductions 536,196 263,203 395,647 508,179 ------------ ----------- ------------ ------------ Net increase (decrease) 2,348,922 521,465 581,655 4,693,773 Net assets available for benefits- Beginning of year 4,362,566 1,229,592 2,096,044 6,524,938 ------------ ----------- ------------ ------------ End of year $ 6,711,488 $ 1,751,057 $ 2,677,699 $11,218,711 ============ =========== ============ ============ (Continued)
Fund 5 Fund 6 Participant American S&S Services Loan Fund General Total -------- ------------ --------- ------- ----- Additions to net assets attributed to- Investment income- Dividends $ 416,447 $ 21,885 $ - $ - $ 2,648,260 Interest 9,053 6,703 - - 65,432 Net appreciation (depreciation) in fair value of investments 200,227 (164,015) - - 494,453 ----------- --------- ----------- ------------ ------------ Total investment income 625,727 (135,427) - - 3,208,145 Contributions- Employer 149,923 91,917 - - 1,079,221 Participant 822,213 493,365 - - 5,875,460 Participant rollovers 99,237 23,997 - - 306,513 Transfer from the Sierra Plan (Note - - 49,872 - 1,562,178 6) Other receipts - - - - 38,347 ----------- --------- ----------- ------------ ------------ Total contributions and other 1,071,373 609,279 49,872 - 8,861,719 additions ----------- --------- ----------- ------------ ------------ Total additions 1,697,100 473,852 49,872 - 12,069,864 ----------- --------- ----------- ------------ ------------ Deductions from net assets attributed to- Distributions to participants 276,790 71,555 73,988 - 1,967,231 Withdrawals 2,641 9,883 - - 50,105 Administrative expenses - - - - 69,418 Interfund transfers (in) out, net 17,026 152,896 (391,373) 170,123 - ----------- ---------- ----------- ------------ ------------ Total deductions 296,457 234,334 (317,385) 170,123 2,086,754 ----------- ---------- ----------- ------------ ------------ Net increase (decrease) 1,400,643 239,518 367,257 (170,123) 9,983,110 Net assets available for benefits- Beginning of year 2,617,870 1,563,995 522,927 170,123 19,088,055 ----------- ----------- ----------- ----------- ------------ End of year $ 4,018,513 $ 1,803,513 $ 890,184 $ - $ 29,071,165 =========== =========== =========== =========== ============
Statement of Changes in Net Assets Available for Benefits by Investment Fund For the Year Ended December 31, 1996
Fund 1 Fund 2 Fund 3 Fund 4 ML Global ML Corporate ML Retirement AIM --------- ------------ ------------- --- Additions to net assets attributed to- Investment income- Dividends $ 400,619 $ 61,421 $ 92,878 $ 315,731 Interest 7,329 1,999 4,303 12,244 Net appreciation (depreciation) in fair value of investments 118,966 (23,329) - 450,206 ----------- ----------- ------------ ----------- Total investment income 526,914 40,091 97,181 778,181 Contributions- Employer 207,663 91,641 98,621 359,753 Participant 1,065,412 450,343 489,759 1,907,006 Participant rollovers 128,641 101,176 230,277 244,561 ----------- ----------- ------------ ----------- Total contributions 1,401,716 643,160 818,657 2,511,320 ----------- ----------- ------------ ----------- Total additions 1,928,630 683,251 915,838 3,289,501 ----------- ----------- ------------ ----------- Deductions from net assets attributed to- Distributions to participants 83,389 16,763 91,425 192,743 Withdrawals 30,379 9,608 8,855 61,043 Other distributions - - 36,436 - Administrative expenses - - 3,965 - Interfund transfers (in) out, net 12,415 85,250 (115,112) 236,577 ----------- ----------- ------------ ----------- Total deductions 126,183 111,621 25,569 490,363 ----------- ----------- ------------ ----------- Net increase 1,802,447 571,630 890,269 2,799,138 Net assets available for benefits- Beginning of year 2,560,119 657,962 1,205,775 3,725,800 ----------- ----------- ------------ ----------- End of year $ 4,362,566 $ 1,229,592 $ 2,096,044 $ 6,524,938 =========== ============ ============ ===========
(Continued)
Fund 5 Fund 6 Participant American S&S Services Loan Fund General Total -------- ------------ --------- ------- ----- Additions to net assets attributed to- Investment income- Dividends $ 214,022 $ 14,623 $ - $ - $ 1,099,294 Interest 5,817 3,917 - - 35,609 Net appreciation (depreciation) in fair value of investments 52,122 239,784 - - 837,749 ----------- ----------- ----------- ---------- ------------ Total investment income 271,961 258,324 - - 1,972,652 Contributions- Employer 130,143 96,713 - - 984,534 Participant 670,267 507,417 - - 5,090,204 Participant rollovers 156,402 175,279 - - 1,036,336 ----------- ----------- ----------- ---------- ------------ Total contributions 956,812 779,409 - - 7,111,074 ----------- ----------- ----------- ---------- ------------ Total additions 1,228,773 1,037,733 - - 9,083,726 ----------- ----------- ----------- ---------- ------------ Deductions from net assets attributed to- Distributions to participants 61,017 45,930 30,236 (131,704) 389,799 Withdrawals 16,740 22,649 - (13,404) 135,870 Other distributions - - - - 36,436 Administrative expenses - - - - 3,965 Interfund transfers (in) out, net 22,855 194,706 (266,568) (170,123) - ----------- ----------- ----------- ---------- ------------ Total deductions 100,612 263,285 (236,332) (315,231) 566,070 ----------- ----------- ----------- ---------- ------------ Net increase 1,128,161 774,448 236,332 315,231 8,517,656 Net assets available for benefits- Beginning of year 1,489,709 789,547 286,595 (145,108) 10,570,399 ----------- ----------- ----------- ---------- ------------ End of year $ 2,617,870 $ 1,563,995 $ 522,927 $ 170,123 $ 19,088,055 =========== =========== =========== ========== ============
SCHEDULE I STEWART & STEVENSON 401(k) SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
Number of Shares or Principal Current Identity of Issue Description Amount Cost Value ----------------- ------------ ------ ---- ----- Merrill Lynch Trust Company* Merrill Lynch Global Allocation Fund, Inc., Class A 471,508.5307 $ 6,800,561 $ 6,667,131 Merrill Lynch Trust Company* Merrill Lynch Corporate Bond Fund, Inc., Intermediate Term, Class A 150,032.3813 1,705,372 1,734,374 Merrill Lynch Trust Company* Merrill Lynch Retirement Preservation Trust 2,660,657.9200 2,660,658 2,660,658 AIM Family of Funds AIM Value Fund 343,582.1551 9,879,022 11,138,933 American Funds Group American Balanced Fund 254,397.3996 3,689,359 3,988,951 Stewart & Stevenson Services, Inc.* Common stock 70,166.5290 1,889,678 1,789,246 Stewart & Stevenson 401(k) Savings Participant loans (interest Plan* rates ranging from 7% to 10%)* 890,183.7100 890,184 890,184 ------------- -------------- Total assets held for investment purposes $ 27,514,834 $ 28,869,477 ============= ============== *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, 1997
Number of Purchase Selling Identity of Party Involved Description Transactions Price* Price* SERIES: Merrill Lynch Trust Company Merrill Lynch Global Allocation Fund, Inc., Class A 214 $ 3,429,156 $ - Merrill Lynch Trust Company Merrill Lynch Global Allocation Fund, Inc., Class A 195 - 814,148 Merrill Lynch Trust Company Merrill Lynch Corporate Bond Fund, Inc., Intermediate Term, Class A 158 808,606 - Merrill Lynch Trust Company Merrill Lynch Corporate Bond Fund, Inc., Intermediate Term, Class A 161 - 316,465 Merrill Lynch Trust Company Merrill Lynch Retirement Preservation Trust 303 1,339,714 - Merrill Lynch Trust Company Merrill Lynch Retirement Preservation Trust 210 - 759,492 AIM Family of Funds AIM Value Fund 293 5,284,884 - AIM Family of Funds AIM Value Fund 233 - 1,319,450 American Funds Group American Balanced Fund 211 1,689,721 - American Funds Group American Balanced Fund 167 - 497,370 Stewart & Stevenson Services, Inc. Common stock 214 965,870 - Stewart & Stevenson Services, Inc. Common stock 164 - 561,795 SINGLE: AIM Family of Funds AIM Value Fund 1 1,126,253 -
[CAPTION] (Continued)
Current Value of Asset on Cost of Transaction Identity of Party Involved Asset Date Gain (Loss) SERIES: Merrill Lynch Trust Company $ 3,429,156 $ 3,429,156 $ - Merrill Lynch Trust Company 758,711 814,148 55,437 Merrill Lynch Trust Company 808,606 808,606 - Merrill Lynch Trust Company 314,617 316,465 1,848 Merrill Lynch Trust Company 1,339,714 1,339,714 - Merrill Lynch Trust Company 759,492 759,492 - AIM Family of Funds 5,284,884 5,284,884 - AIM Family of Funds 1,138,619 1,319,450 180,831 American Funds Group 1,689,721 1,689,721 - American Funds Group 449,864 497,370 47,506 Stewart & Stevenson Services, Inc. 965,870 965,870 - Stewart & Stevenson Services, Inc. 586,881 561,975 (25,086) SINGLE: AIM Family of Funds 1,126,253 1,126,253 - *Amounts are net of purchase/selling expenses.
NOTE: This schedule includes each single and series transaction involving the same investment activity which, in the aggregate, amounts to more than 5 percent of the current value of Plan assets at the beginning of the Plan year. SCHEDULE III STEWART & STEVENSON 401(k) SAVINGS PLAN ITEM 27(e) - SCHEDULE OF NONEXEMPT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
Amount Amount of Identity of Party Involved Description of Transaction of Loan Interest ------------------------ -------------------- ------- -------- Stewart & Stevenson Services, Inc. (the Deemed loan to the Sponsor dated Sponsor) July 24, 1996, maturity June 25, 1997, interest rate 5.7% $36,436 $1,001
NOTE: The deemed loan to the Sponsor plus accrued interest was paid to the Plan on June 25, 1997. 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 the signed on its behalf by the undersigned thereunto duly authorized in the City of Houston and the State of Texas, on the 30th day of June, 1998. Stewart & Stevenson 401(k) Savings Plan Administrative Committee /s/ Robert L. Hargrave /s/ J. Carsey Manning ______________________ ______________________ Robert L. Hargrave J. Carsey Manning Member Member /s/ Donald E. Stevenson /s/ David R. Stewart ______________________ ______________________ Donald E. Stevenson David R. Stewart Member Member EX-23 2 EXHIBIT 23 ================================================================= ================================================================= CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 19, 1998, on the financial statements and schedules of Stewart & Stevenson 401(k) Savings Plan as of and for the year ended December 31, 1997 and 1996, 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 Houston, Texas June 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----