-----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, FrQHNGicQiSJotDBMx6Rw1sRZfA6WtJmWKmJi8dvRv8TcquA1P0L5PE98FjIK9Br 7M808/wntsSP0IKsIltgKQ== 0000912057-01-522040.txt : 20010702 0000912057-01-522040.hdr.sgml : 20010702 ACCESSION NUMBER: 0000912057-01-522040 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 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: 1671229 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 a2052932z11-k.txt 11-K ================================================================================ UNITED STATES 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 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM_________ TO _____________ COMMISSION FILE NUMBER 1-8514 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 OFFICE: STEWART & STEVENSON SERVICES, INC. 2707 NORTH LOOP WEST HOUSTON, TEXAS 77008 ================================================================================ 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 (the Plan) as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and supplemental schedules referred to below are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2000 (Schedule I), and schedule of nonexempt transactions for the year ended December 31, 2000 (Schedule II), 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. /s/ ARTHUR ANDERSEN LLP Houston, Texas June 28, 2001 STEWART & STEVENSON 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2000 AND 1999
2000 1999 ----------- ----------- ASSETS: Investments, at fair value $49,135,494 $43,597,178 Receivables- Employer contributions 310,016 66,804 Participant contributions 1,418,271 218,146 Accrued income 22,548 10,064 Pending sale 22,375 32,696 ----------- ----------- Total receivables 1,773,210 327,710 Cash, noninterest-bearing 6,968 5,055 ----------- ----------- Total assets 50,915,672 43,929,943 LIABILITIES: Accrued expenses 34,706 -- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $50,880,966 $43,929,943 =========== ===========
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, 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Dividends $ 3,499,101 Interest 166,283 Net appreciation in fair value of common stock 1,826,170 Net depreciation in fair value of mutual funds (4,713,020) ------------ Total investment income 778,534 Contributions- Employer 2,431,008 Participant 7,952,299 Rollover 858,786 ------------ Total contributions 11,242,093 ------------ Total additions 12,020,627 ------------ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions and withdrawals 4,971,069 Administrative expenses 98,535 ------------ Total deductions 5,069,604 ------------ NET INCREASE 6,951,023 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 43,929,943 ------------ End of year $ 50,880,966 ============
The accompanying notes are an integral part of this financial statement. 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. (the Company), and its adopting subsidiaries (collectively, the Employers). 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. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). PLAN ADMINISTRATION The Plan is administered by a committee (the Administrative Committee) which is appointed by the board of directors of the Company. 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 members of the Administrative Committee 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 recordkeeping 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, contributions and distributions for purposes of recordkeeping. PARTICIPATION AND ELIGIBILITY Employee participation in the Plan is voluntary. All eligible employees, as defined under the Plan, may participate in the Plan after completion of 30 days of service with no minimum age requirement. -2- INVESTMENTS The Plan offers seven mutual funds and a common/collective trust fund, or the option of one of three model fund portfolios comprised of mutual funds, as well as Stewart & Stevenson Services, Inc., common stock (the S&S Services Stock Fund). CONTRIBUTIONS Newly eligible employees hired on or after January 1, 1999, are automatically enrolled for a 1 percent contribution unless otherwise elected. Participants may elect to make an additional contribution from 2 percent to 20 percent of their wages as reported to the Internal Revenue Service, subject to certain limitations, as defined. The 1 percent employee contribution is matched dollar for dollar (Basic Match) by the Company, and employee contributions in excess of 1 percent of compensation but no more than 6 percent are matched at 25 percent (Supplemental Match) by the Company. 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 the investment funds or they can discontinue, increase or decrease their contribution rate within the 1 percent to 20 percent range as permitted by the Plan. DISTRIBUTIONS, WITHDRAWALS AND LOANS Participants are fully vested in their participant contributions, rollovers, Basic Match and earnings thereon at all times. Participants shall have a 100 percent vested interest in their Supplemental Match 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 Supplemental Match contributions as follows: VESTED YEARS OF VESTING SERVICE INTEREST ------------------------ -------- Less than 1 year 0% 1 year 20 2 years 40 3 years 60 4 years 80 5 or more years 100 Forfeited Supplemental Match contributions are used to pay Plan expenses or may be applied as a reduction of future employer matching contributions. During 2000, forfeitures were utilized to pay Plan expenses. 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. The minimum loan is $1,000 and will bear interest at a rate established by the -3- Administrative Committee to be commensurate with the interest rates charged by persons in the business of lending money. 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 periodic payroll deductions. PLAN TERMINATION The Administrative Committee 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. 2. SUMMARY OF ACCOUNTING POLICIES: BASIS OF ACCOUNTING The financial statements of the Plan have been prepared on the accrual basis of accounting. INVESTMENT VALUATION The Plan's investments in mutual funds and common stock are recorded at cost when purchased but are adjusted to market value by the Trustee, based upon published market prices, for financial reporting purposes. The Merrill Lynch Retirement Preservation Trust Fund is a common/collective trust fund investing primarily in guaranteed investment contracts, synthetic GICs (GICs) 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. The total return for the Merrill Lynch Retirement Preservation Trust Fund was 6.23 percent for the year ended December 31, 2000. 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 recorded 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 and dividend income is recorded on the accrual basis by the Trustee. 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 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 2000 were paid from forfeited employer contributions. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. -4- 3. INVESTMENTS: The following presents investments that represent 5 percent or more of the Plan's net assets at December 31, 2000 and 1999: 2000- AIM Value Fund $14,346,645 American Balanced Fund 4,297,325 Stewart & Stevenson Services, Inc., common stock 3,656,044 Franklin Small Cap Growth Fund 3,921,656 Massachusetts Investors Trust 3,180,118 Merrill Lynch Corporate Bond Fund, Inc., Intermediate Fund 4,289,942 Merrill Lynch Global Allocation Fund, Inc. 6,738,359 Merrill Lynch Retirement Preservation Trust 5,140,003 1999- AIM Value Fund 17,243,914 American Balanced Fund 3,821,829 Massachusetts Investors Trust 2,377,072 Merrill Lynch Corporate Bond Fund, Inc., Intermediate Fund 3,285,131 Merrill Lynch Global Allocation Fund, Inc. 6,464,984 Merrill Lynch Retirement Preservation Trust 3,948,076 4. RISKS AND UNCERTAINTIES: The Plan provides for various investments in a common/collective trust fund, mutual funds and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. 5. FEDERAL INCOME TAXES: The Plan obtained its latest determination letter on January 20, 2000, 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 of 1986, as amended (the Code). The Plan has been amended since receiving the determination letter; however, 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, 2000 and 1999. 6. PARTY-IN-INTEREST TRANSACTIONS: The Plan invests in certain shares of a common/collective trust fund and mutual funds managed by Merrill Lynch Trust Company. As Merrill Lynch Trust Company serves as Trustee to the Plan, these transactions qualify as party-in-interest transactions. In addition, the Plan invests in shares of Stewart & Stevenson Services, Inc., common stock. As the Company is the sponsor of the Plan, these transactions qualify as party-in-interest transactions. 7. NONEXEMPT TRANSACTIONS: For the year ended December 31, 2000, certain contributions and loan repayment amounts were erroneously returned to the Company by the Trustee on December 29, 2000. As such, these transactions represented nonexempt transactions between the Company and the Plan as shown in Schedule II. Interest on these amounts was remitted to the Plan subsequent to year-end. SCHEDULE I STEWART & STEVENSON 401(k) SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2000
NUMBER OF SHARES OR PRINCIPAL CURRENT IDENTITY OF ISSUE DESCRIPTION OF ASSET AMOUNT COST VALUE ----------------- -------------------- ------------- ---- -------------- AIM Family of Funds AIM Value Fund 1,146,814 (a) $ 14,346,645 American Funds Group American Balanced Fund 277,784 (a) 4,297,325 Franklin Investments Franklin Small Cap Growth Fund 99,712 (a) 3,921,656 Massachusetts Financial Services Massachusetts Investors Trust 158,847 (a) 3,180,118 Merrill Lynch Corporate Bond Fund, Inc., Merrill Lynch Trust Company* Intermediate Term 384,748 (a) 4,289,942 Merrill Lynch Global Allocation Merrill Lynch Trust Company* Fund, Inc. 513,594 (a) 6,738,359 Merrill Lynch Retirement Preservation Merrill Lynch Trust Company* Trust 5,140,003 (a) 5,140,003 Hotchkis & Wiley Olympic Trust International Fund 63,740 (a) 1,566,748 Stewart & Stevenson Services, Inc.* Common stock 161,038 (a) 3,656,044 Participant loans (interest rates Stewart & Stevenson 401(k) Savings Plan* ranging from 8.75% to 10%) $ 1,998,654 (a) 1,998,654 ------------- Total assets (held at end of year) $ 49,135,494 =============
*Identified party in interest. (a)Cost omitted for participant-directed investments. SCHEDULE II STEWART & STEVENSON 401(k) SAVINGS PLAN SCHEDULE OF NONEXEMPT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000
RELATIONSHIP TO PLAN, DESCRIPTION OF TRANSACTIONS, INCLUDING IDENTITY OF EMPLOYER OR OTHER MATURITY DATE, RATE OF INTEREST, AMOUNT PARTY INVOLVED PARTY IN INTEREST COLLATERAL AND MATURITY VALUE OF LOAN(A) - ----------------------- ----------------------- ----------------------------------------- ------------- Stewart & Stevenson Services, Inc. Employer Lending of monies from the Plan to the employer (contributions and loan repayments returned to employer in error and subsequently remitted) as follows- Deemed loan dated December 29, 2000, maturity of January 4, 2001 $ 302,498 Deemed loan dated December 29, 2000, maturity of January 4, 2001 346,822 Deemed loan dated December 29, 2000, maturity of January 4, 2001 413,420
(a)Interest on amount of loan has been remitted to the Plan subsequent to year-end. SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Stewart & Stevenson 401(k) Savings Plan Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. STEWART & STEVENSON 401(k) SAVINGS PLAN ADMINISTRATIVE COMMITTEE Date: June 28, 2001 /s/ John H. Doster ------------------------------------------ John H. Doster Member /s/ C. Jim Stewart III ------------------------------------------ C. Jim Stewart III Member /s/ David R. Stewart ------------------------------------------ David R. Stewart Member /s/ Donald E. Stevenson ------------------------------------------ Donald E. Stevenson Member INDEX TO EXHIBIT EXHIBIT NO. DESCRIPTION ----------- ------------ 23.1 Consent of independent accountants EX-23.1 2 a2052932zex-23_1.txt EXHIBIT 23.1 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 28, 2001, included in this Stewart & Stevenson 401(k) Savings Plan Annual Report on Form 11-K, for the year ended December 31, 2000, into the previously filed Stewart & Stevenson Services, Inc., Form S-8 Registration Statement File No. 33-52903. /s/ ARTHUR ANDERSEN LLP Houston, Texas June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----