8-K

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UNITED STATES
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): May 14, 2006

STEWART & STEVENSON SERVICES, INC.
(Exact name of Registrant as specified in charter)

Texas
(State or other jurisdiction of
incorporation) 0-8493
(Commission File Number) 74-1051605
(I.R.S. Employer
Identification No.)

2707 North Loop West
Houston, Texas
(Address of principal executive offices)
  
77008
(Zip Code)

Registrant's telephone number, including area code: (713) 868-7700

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (1 7 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

        On May 14, 2006, Stewart & Stevenson Services, Inc. (the "Company"), Armor Holdings, Inc. ("Armor") and Santana Acquisition Corp. ("Santana") entered into an amendment (the "Amendment") to Agreement and Plan of Merger dated as of February 27, 2006, by and among Armor, Santana and the Company (the "Merger Agreement"). The Amendment provides for an increase in the Per Share Consideration (as defined in the Merger Agreement) from $35.00 to $36.50 per share in cash; provided, however, that if the proposal relating to the merger is not approved by the Company's shareholders entitled to vote thereon at the special meeting of shareholders to be reconvened on May 25, 2006 by the requisite vote required under applicable law, then the Per Share Consideration shall revert to $35.00 automatically and without any further action being required by any of the parties.

        The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement Amendment, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

        A subsidiary of the Company and a subsidiary of Armor are parties to (i) Teaming Agreements relating to the joint development of the armored cab for the U.S. Army's Family of Medium Tactical Vehicles, which includes the High Mobility Artillery Rocket System, and (ii) purchase orders for the supply by a subsidiary of Armor to a subsidiary of the Company of armoring materials for incorporation into the Company's Low Signature Armored Cabs.

Item 8.01 Other Events

        On May 15, 2006, the Company issued a press release announcing that the Company, Armor and Santana had entered into the Amendment and that the Company intends to adjourn its previously scheduled special meeting of shareholders on May 16, 2006 to vote on the merger, to May 25, 2006 at 9:00 a.m., Houston time, at The Fulbright Tower, 1301 McKinney, Houston, Texas 77010. A copy of the press release is furnished herewith as Exhibit 99.1.

        On May 15, 2006, the Company announced that on May 12, 2006 Oshkosh Truck Corporation filed a lawsuit in the Civil District Court of Harris County, Texas, asking the court to declare that the confidentiality and standstill agreement between the Company and Oshkosh is unenforceable. The Company announced that it has removed this lawsuit to the United States District Court for the Southern District of Texas, Houston Division, and it plans to file a motion to dismiss Oshkosh's claims. The Company also intends to assert a third-party claim against Oshkosh for breach of the confidentiality and standstill agreement, filed in the separate shareholder litigation still pending in the same federal district court. A copy of the press release is furnished herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits. The following Exhibits are furnished herewith as a part of this report:

Exhibit	Description
2.1	Amendment, dated May 14, 2006, to Agreement and Plan of Merger by and among Armor Holdings, Inc., Santana Acquisition Corp. and Stewart & Stevenson Services, Inc.
99.1	Press Release of Stewart & Stevenson Services, Inc. dated May 15, 2006.
99.2	Press Release of Stewart & Stevenson Services, Inc. dated May 15, 2006.

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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 hereunto duly authorized.

	STEWART & STEVENSON SERVICES, INC.
Dated: May 15, 2006	By:	/s/ L. SCOTT BIAR Name: L. Scott Biar Title: Chief Financial Officer

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SIGNATURES

EX-2.1

Exhibit 2.1

AMENDMENT TO AGREEMENT AND
PLAN OF MERGER

        Amendment, dated as of May 14, 2006 (this "Amendment"), to Agreement and Plan of Merger, dated as of February 27, 2006 (the "Agreement"), by and among Armor Holdings, Inc., a Delaware corporation ("Parent"), Santana Acquisition Corp., a Texas corporation ("Merger Sub"), and Stewart & Stevenson Services, Inc., a Texas corporation (the "Company"). Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Agreement.

        WHEREAS, the parties hereto are parties to the Agreement;

        WHEREAS, the parties hereto desire to amend the Agreement in accordance with the terms hereof.

        NOW, THEEFORE, in consideration of the premises, and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.

The first sentence of Section 3.01(a) of the Agreement is hereby amended to read as follows:

"Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Exception Shares (which shares shall be cancelled and shall cease to exist with no payment being made with respect thereto) and Dissenting Shares (which shares shall be treated in accordance with Section 3.04) shall be converted into and constitute the right to receive cash in an amount equal to $36.50, without interest (the "Per Share Consideration"); provided, however, that if the proposal relating to the Merger is not approved by the Company's shareholders entitled to vote thereon at the Shareholders' Meeting to be reconvened on May 25, 2006 by the requisite vote required under applicable law, then the Per Share Consideration shall revert to $35.00 automatically and without any further action being required by any of the parties hereto."

2.

The provisions of Article IX of the Agreement are incorporated by reference herein as though fully set forth herein.



3.

Except as hereby amended, the Agreement is ratified, confirmed and approved in all respects.

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        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers as of the day and year first written above.

PARENT: ARMOR HOLDINGS, INC.
By:	/s/  ROBERT SCHILLER Name: Robert Schiller Title: President & COO
MERGER SUB: SANTANA ACQUISITION CORP.
By:	/s/  ROBERT SCHILLER Name: Robert Schiller Title: Chairman of the Board
COMPANY: STEWART & STEVENSON SERVICES, INC.
By:	/s/  L. SCOTT BIAR Name: L. Scott Biar Title: Chief Financial Officer, Treasurer & Controller

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EX-99.1

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Exhibit 99.1

Contact: L. Scott Biar, CFO and Treasurer
Stewart & Stevenson Services, Inc.
713-868-7700

Dan Burch / Charlie Koons
MacKenzie Partners, Inc.
212-929-5500
800-322-2885

Matt Sherman / Sharon Goldstein
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

FOR IMMEDIATE RELEASE

STEWART & STEVENSON ANNOUNCES AMENDED MERGER AGREEMENT WITH
ARMOR HOLDINGS, RAISING PRICE TO $36.50 PER SHARE IN CASH

S&S Board Unanimously Recommends Acceptance of New Per Share Price Of $36.50
Offered Through May 25, 2006

Special Meeting of Shareholders Rescheduled For May 25, 2006

        Houston, TX—May 15, 2006—Stewart & Stevenson Services, Inc. (NYSE: SVC) today announced that its previously announced merger agreement with Armor Holdings, Inc. (NYSE: AH) has been amended. Under the terms of the amended agreement, Armor Holdings will acquire all of the outstanding shares of Stewart & Stevenson common stock for $36.50 per share in cash.

        If Stewart & Stevenson shareholders fail to approve the amended merger agreement at the special meeting of shareholders to be held on May 25, 2006, under the terms of the amended merger agreement the merger proposal price will revert to the original merger price of $35.00 per share in cash. The amended agreement has been unanimously approved by Stewart & Stevenson's Board of Directors.

        Stewart & Stevenson also announced its intention to adjourn its previously scheduled special meeting of shareholders to vote on the merger, from May 16, 2006 until May 25, 2006 at 9:00 a.m. Houston Time at The Fulbright Tower, 1301 McKinney, Houston, Texas 77010. The record date for shareholders entitled to vote at the special meeting remains April 5, 2006. The Company noted that shareholders that have previously voted may change their vote, but need not vote again.

        Max L. Lukens, President and Chief Executive Officer of Stewart & Stevenson, said, "The Board of Directors unanimously believes that the significant cash premium presented by Armor Holdings' amended merger proposal is the best way to deliver enhanced value to shareholders. If they have not done so already, we urge Stewart & Stevenson shareholders to vote "FOR" the proposed merger with Armor Holdings at the May 25, 2006 special meeting. We expect to close the transaction promptly after receipt of shareholder approval."

        As previously announced, on April 19, 2006, the U.S. Department of Justice and the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed transaction. This allows the transaction to close promptly after receipt of shareholder approval.

        The Company also noted that three leading proxy advisory firms—Institutional Shareholder Services, Glass Lewis and Proxy Governance—endorsed Stewart & Stevenson's merger with Armor

Holdings and recommended that Stewart & Stevenson shareholders vote in favor of the proposed merger.

        Stewart & Stevenson shareholders are reminded that their vote is important, and a failure to vote has the same effect as a vote against the merger proposal. Shareholders may vote their shares by telephone or by the Internet, and are advised that if they have any questions or need any assistance in voting their shares, they should contact Stewart & Stevenson's proxy solicitor, MacKenzie Partners, Inc. Toll-Free at 800-322-2885. Shareholders are urged to act promptly as the meeting is less than two weeks away.

        Shareholders are encouraged to read Stewart & Stevenson's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Stewart & Stevenson Board of Directors' unanimous recommendation that shareholders vote FOR the approval and adoption of the amended merger agreement and the merger.

About Stewart & Stevenson

        Stewart & Stevenson Services, Inc., founded in 1902, is primarily engaged in the design, manufacture and service of medium and light tactical vehicles for the U.S. Army and others worldwide. Stewart & Stevenson Services, Inc. is not affiliated with Stewart & Stevenson LLC. For more information on Stewart & Stevenson Services, Inc., visit http://www.ssss.com.

Forward-Looking Statements

        Certain matters discussed in this press release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These statements may be identified through the use of words such as "anticipates," "believes," "plans," "potentially," "expects," "intends," "future," and similar expressions. These risks and uncertainties are described in Stewart & Stevenson Services, Inc.'s filings with the SEC, including Stewart & Stevenson Services, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, which are available at the SEC's web site at http://www.sec.gov.

Additional Information and Where to Find It

        In connection with the proposed transaction, Stewart & Stevenson has filed a definitive proxy statement with the SEC to be used to solicit shareholder approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction. Stewart & Stevenson shareholders are urged to read the definitive proxy statement regarding the proposed transaction and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Stewart & Stevenson, the proposed transaction and related matters. The definitive proxy statement has been mailed to the shareholders of Stewart & Stevenson. You will be able to obtain a free copy of the definitive proxy statement, as well as other filings containing information about Stewart & Stevenson with the SEC at the SEC's website at www.sec.gov. Copies of the definitive proxy statement and the SEC filings that will be incorporated by reference in the definitive proxy statement can also be obtained, when available, without charge, by directing a request to Stewart & Stevenson Services, Inc., Investor Relations, P.O. Box 1637, Houston, Texas 77251 or at Stewart & Stevenson Services, Inc.'s Investor Relations page on its corporate website at www.ssss.com. You can also contact Dan Burch or Charlie Koons of MacKenzie Partners, Inc., Stewart & Stevenson's proxy solicitor, if you have any questions relating to the transaction at 800-322-2885.

        Stewart & Stevenson and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Stewart & Stevenson's directors and executive officers and the interests of those participants may be obtained by reading the proxy statement regarding the proposed merger and Stewart & Stevenson's Annual Report on Form 10-K for the fiscal year ended January 31, 2006.

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STEWART & STEVENSON ANNOUNCES AMENDED MERGER AGREEMENT WITH ARMOR HOLDINGS, RAISING PRICE TO $36.50 PER SHARE IN CASH

EX-99.2

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Exhibit 99.2

Contact: L. Scott Biar, CFO and Treasurer
Stewart & Stevenson Services, Inc.
713-868-7700

Dan Burch / Charlie Koons
MacKenzie Partners, Inc.
212-929-5500
800-322-2885

Matt Sherman / Sharon Goldstein
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

FOR IMMEDIATE RELEASE

STEWART & STEVENSON SERVICES, INC. COMMENTS ON OSHKOSH LAWSUIT

        HOUSTON, TX—May 15, 2006—Stewart & Stevenson Services, Inc. (NYSE: SVC) today announced that on May 12, 2006 Oshkosh Truck Corporation (NYSE:OSK) filed a lawsuit in the Civil District Court of Harris County, Texas, asking the court to declare that the confidentiality and standstill agreement between Stewart & Stevenson and Oshkosh is unenforceable. Stewart & Stevenson has removed this lawsuit to the United States District Court for the Southern District of Texas, Houston Division, and it plans to file a motion to dismiss Oshkosh's claims. Stewart & Stevenson also intends to assert a third-party claim against Oshkosh for breach of the confidentiality and standstill agreement, filed in the separate shareholder litigation still pending in the same federal district court.

        The Company issued the following statement:

We strongly believe that the lawsuit is wholly without merit. During the auction process, all of the bidders, including Oshkosh, had been allowed two months' access to Stewart & Stevenson's management and its confidential and proprietary information in return for an agreement that each bidder would abide by the rules of the auction and its confidentiality agreement's standstill provisions. The auction process was carefully constructed to obtain the best transaction for our shareholders. Specifically, the standstill provisions were designed to provide each bidder an opportunity, and motivate each bidder, to make its best offer during the sale process.

About Stewart & Stevenson

        Stewart & Stevenson Services, Inc., founded in 1902, is primarily engaged in the design, manufacture and service of medium and light tactical vehicles for the U.S. Army and others worldwide. Stewart & Stevenson Services, Inc. is not affiliated with Stewart & Stevenson LLC. For more information on Stewart & Stevenson Services, Inc., visit http://www.ssss.com.

Forward-Looking Statements

        Certain matters discussed in this press release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These statements may be identified through the use of words such as "anticipates," "believes," "plans," "potentially," "expects," "intends," "future," and similar expressions. These risks and uncertainties are described in Stewart & Stevenson Services, Inc.'s filings with the SEC, including Stewart & Stevenson Services, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, which are available at the SEC's web site at http://www.sec.gov.

Additional Information and Where to Find It

        In connection with the proposed transaction, Stewart & Stevenson has filed a definitive proxy statement with the SEC to be used to solicit shareholder approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction. Stewart & Stevenson shareholders are urged to read the definitive proxy statement regarding the proposed transaction and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Stewart & Stevenson, the proposed transaction and related matters. The definitive proxy statement has been mailed to the shareholders of Stewart & Stevenson. You will be able to obtain a free copy of the definitive proxy statement, as well as other filings containing information about Stewart & Stevenson with the SEC at the SEC's website at www.sec.gov. Copies of the definitive proxy statement and the SEC filings that will be incorporated by reference in the definitive proxy statement can also be obtained, when available, without charge, by directing a request to Stewart & Stevenson Services, Inc., Investor Relations, P.O. Box 1637, Houston, Texas 77251 or at Stewart & Stevenson Services, Inc.'s Investor Relations page on its corporate website at www.ssss.com. You can also contact Dan Burch or Charlie Koons of MacKenzie Partners, Inc., Stewart & Stevenson's proxy solicitor, if you have any questions relating to the transaction at 800-322-2885.

        Stewart & Stevenson and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Stewart & Stevenson's directors and executive officers and the interests of those participants may be obtained by reading the proxy statement regarding the proposed merger and Stewart & Stevenson's Annual Report on Form 10-K for the fiscal year ended January 31, 2006.

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STEWART & STEVENSON SERVICES, INC. COMMENTS ON OSHKOSH LAWSUIT