-----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, NhgsrhaNF6F6Z7yaGcXoazC7rA9bS8YTXD0tuE5ZmLBkZ/l0YSdM55JZHH7sIThA tIGBkAXPAtF6fkh48SGIbA== 0000912057-02-006887.txt : 20020414 0000912057-02-006887.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-006887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020220 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11443 FILM NUMBER: 02553733 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 8-K 1 a2071423z8-k.txt 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 19, 2002 STEWART & STEVENSON SERVICES, INC. (Exact name of registrant as specified in its charter) Texas 0-8493 74-1051605 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2707 North Loop West Houston, Texas 77008 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 868-7700 ================================================================================ Item 5. OTHER EVENTS. On February 19, 2002, Stewart & Stevenson Services, Inc. (the "Company") issued the press release attached hereto as Exhibit 99.1 announcing the Company's Preliminary Fiscal Fourth Quarter and Year End Results. Item 7. EXHIBITS. EXHIBIT 99.1 COMPANY PRESS RELEASE DATED FEBRUARY 19, 2002, TITLED STEWART & STEVENSON SERVICES ANNOUNCES PRELIMINARY FISCAL FOURTH QUARTER AND YEAR END RESULTS. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. STEWART & STEVENSON SERVICES, INC. Date: February 19, 2002 By: /s/ John H. Doster Name: John H. Doster Title: Senior Vice President and Chief Financial officer EXHIBIT INDEX Company Press Release dated February 19, 2002 titled Stewart & Stevenson Services Announces Preliminary Fiscal Fourth Quarter and Year End Results. EX-99.1 3 a2071423zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 News From: [LOGO] Stewart & Stevenson Corporate Headquarters P.O. Box 1637 Houston, TX 77251-1637 Client: Stewart & Stevenson Services, Inc. Contact: John Doster, CFO Stewart & Stevenson Services, Inc. 713-868-7700 FOR IMMEDIATE RELEASE Ken Dennard / kdennard@easterly.com Lisa Elliott / lisae@easterly.com Easterly Investor Relations 713-529-6600 STEWART & STEVENSON SERVICES ANNOUNCES PRELIMINARY FISCAL FOURTH QUARTER AND YEAR END RESULTS HOUSTON - FEBRUARY 19, 2002 - STEWART & STEVENSON SERVICES, INC. (NASDAQ: SSSS), a leading manufacturer, distributor, and service provider of industrial and energy related equipment; oilfield and airline ground support equipment; and medium tactical vehicles for the U.S. Army, announced today preliminary financial results for its fiscal fourth quarter and year ended January 31, 2002. Upon preliminary review, the Company expects a $0.06 to $0.12 loss per share for the fourth quarter from continuing and discontinued operations. For fiscal year 2001 on the same basis, earnings are expected to range from $1.44 to $1.50 per share, which includes the one-time settlements received from the U.S. Army and special charges recorded in prior quarters. Michael L. Grimes, President and Chief Executive Officer, stated, "While we are still in the process of reviewing our results for the quarter and undergoing our annual audit, our preliminary review shows that our results for the fourth quarter of 2001 will be less than anticipated. We experienced weaker sales volume with higher costs in our Power Products, Petroleum Equipment and Airline Products segments, and have recorded increased warranty and restructuring provisions during the quarter. "While we, along with US industry, continue to experience economic uncertainties, we believe the continued implementation of our five initiatives will benefit our shareholders long term," said Mr. Grimes. "In recognition of these continuing market realities and our desire to further execute our strategic plans, specific actions taken since the third quarter include: 1) The addition of three new senior leaders to direct our Airline Products, Power Generation and Petroleum Equipment businesses; 2) Personnel reductions of approximately 20 percent in Airline Products, bringing the total reductions to nearly 33 percent during the last half of the year; 3) Personnel reductions of approximately 5 percent, or 100 positions, in Power Products; 4) A restructuring and personnel reduction in Petroleum Equipment and; 5) A strategic realignment decision to sell the Petroleum Equipment Division's blowout preventer, valve and drilling riser businesses, which will be reclassified as discontinued operations in the fourth quarter." Excluding these discontinued operations, results for the fourth quarter are expected to range between $0.05 earnings per share and $0.01 loss per share. "Our Company and balance sheet remain strong and we continue to be in a net cash position," added Mr. Grimes. "Going forward, we will implement additional plans to reduce costs, increase margins and further reduce inventories which should position the company to operate profitably in fiscal year 2002." The Company is scheduled to report actual 2001 fourth quarter and year end results on March 27, 2002 at which time additional information will be available. CONFERENCE CALL Stewart & Stevenson Services has scheduled a conference call for Wednesday, February 20, 2002 at 9:00 a.m. eastern time to review this release. Participating in the call will be Mr. Grimes and John H. Doster, Chief Financial Officer. To take part in the conference call, dial 303-262-2140 at least ten minutes before the call begins and request the Stewart & Stevenson Services conference call. A replay will be available approximately two hours after the live broadcast ends and will be accessible until February 27, 2002. To access the replay, dial 303-590-3000 using a pass code of 449095. Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting the company's website at http://www.ssss.com. To listen to the live call on the web, please visit the website at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call. For more information, please contact Karen Roan at Easterly Investor Relations at (713) 529-6600 or email karen@easterly.com. This press release contains forward-looking statements that are based on management's current expectations, estimates, and projections. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Many factors, including those discussed more fully elsewhere in this release and in the Company's filings with the Securities and Exchange Commission, particularly its latest annual report on Form 10-K, as well as others, could cause results to differ materially from those stated. Specific important factors that could cause actual results, performance, or achievements to differ materially from such forward-looking statements include risk of competition, risks relating to technology, risks of general economic conditions, risks relating to personnel, risks of dependence on government, inherent risks of government contracts, risks of claims and litigation, risks as to global trade matters, risks as to cost controls, risks as to acquisitions, risks as to currency fluctuations, risks as to environmental and safety matters, and risks as to distributorships, all as more specifically outlined in the Company's latest annual report on Form 10-K. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general domestic and international conditions including interest rates, inflation and currency exchange rates and other future factors. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----