-----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, MWEBvAZlNLxcf/I62fzI8xFPQIUQRpzajiyR7/+EHpIFP/E6Vnt7VDHQ8KSTqKUb vIR9PTpeN/2bE0h5gqvPwQ== 0001104659-05-012739.txt : 20050324 0001104659-05-012739.hdr.sgml : 20050324 20050324164843 ACCESSION NUMBER: 0001104659-05-012739 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050321 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 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: 05702517 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 a05-5709_18k.htm 8-K

 

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):  March 21, 2005

 

STEWART & STEVENSON SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

0-8493

 

74-1051605

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
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

 

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 (see General Instruction A.2. below):

 

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 (17 CFR 240.13e-4(c))

 

 


 

Item 1.02.  Termination of a Material Definitive Agreement

 

Effective March 21, 2005, that certain Rights Agreement between Stewart & Stevenson Services, Inc. (the “Company”) and the Bank of New York, as Rights Agent, dated March 13, 1995 (the “Rights Agreement”), expired in accordance with its terms.

 

Pursuant to the Rights Agreement, each outstanding share of the Company’s common stock on or after March 20, 1995 received one common share purchase right (a “Right”) entitling the registered holder to purchase from the Company one-third of a share of the Company’s common stock at a specified price per one-third of a share, under certain circumstances and subject to adjustment.  As provided for in the Rights Agreement, the Rights and the Rights Agreement expired on March 21, 2005 (the “Expiration Date”).  From and after the Expiration Date, no person will have any Rights, and each Right issued under the Rights Agreement will be null and void.

 

Item 3.03.  Material Modifications to Rights of Security Holders.

 

See the discussion under Item 1.02 regarding the termination of Rights associated with outstanding shares of the Company’s common stock.

 

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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 hereto duly authorized.

 

 

 

STEWART & STEVENSON SERVICES, INC.

 

 

 

 

 

 

Date: March 21, 2005

By:

/s/ Carl B. King

 

 

Name:

Carl B. King

 

Title:

Vice President, Secretary & General Counsel

 

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