Stewart & Stevenson Services, Inc. Mails Definitive Proxy Materials
April 07 2006 - 4:05PM
PR Newswire (US)
Special Meeting of Shareholders to Vote on Proposed Merger
Scheduled for May 9, 2006 HOUSTON, April 7 /PRNewswire-FirstCall/
-- Stewart & Stevenson Services, Inc. (NYSE:SVC) announced
today that it has commenced mailing to shareholders and filed with
the Securities and Exchange Commission definitive proxy materials
in connection with the Company's merger agreement with Armor
Holdings, Inc. (NYSE:AH). As previously announced on February 27,
2006, Stewart & Stevenson and Armor Holdings entered into a
definitive merger agreement pursuant to which Armor Holdings would
acquire all of the outstanding common stock of Stewart &
Stevenson for $35.00 per share in cash. A special meeting of
Stewart & Stevenson shareholders to consider and vote upon the
proposed merger has been scheduled for May 9, 2006 at 10:00 a.m.,
Houston time, at the Sheraton Houston Brookhollow Hotel, 3000 North
Loop West, Houston, Texas. Stewart & Stevenson shareholders of
record as of the close of business on April 5, 2006 will be
entitled to vote at the special meeting. Shareholders are
encouraged to read the Company'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 Board of Directors' unanimous recommendation
that shareholders vote FOR the approval and adoption of the 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 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. These factors include, but are not limited to, risks of
dependence on government and failure to obtain new government
contracts, inherent risks of government contracts, risks of supply
interruptions, risks associated with Distributed Energy Solutions
business, risks of fixed-price contracts, risks as to rising steel
prices, risks as to cost controls, risks of general economic
conditions, risk of competition, risks relating to technology,
risks relating to personnel, risks of claims and litigation, risks
of product defects, risks as to foreign sales and global trade
matters, risks as to acquisitions and restructuring activities,
risks as to currency fluctuations, risks as to environmental and
safety matters, and credit risks, 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. 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 will be 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 http://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 http://www.ssss.com/ . 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 is contained in
Stewart & Stevenson's proxy statement for its 2005 annual
meeting, as filed with the SEC on May 4, 2005. Additional
information regarding the interests of those participants may be
obtained by reading the proxy statement regarding the proposed
merger and our annual report on Form 10-K for the fiscal year ended
January 31, 2006 to be filed with the SEC. DATASOURCE: Stewart
& Stevenson Services, Inc. CONTACT: L. Scott Biar, CFO and
Treasurer of Stewart & Stevenson Services, Inc.,
+1-713-868-7700; or Dan Burch or Charlie Koons, both of MacKenzie
Partners, Inc., +1-212-929-5500; or Dan Katcher or Matt Sherman,
both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449,
all for Stewart & Stevenson Services, Inc. Web site:
http://www.ssss.com/
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