Stewart & Stevenson Services Inc – ‘424B5’ on 7/29/94

As of:  Friday, 7/29/94   ·   Accession #:  94328-94-41   ·   File #:  33-54389

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Prospectus   —   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus Supplement                                  3±    12K 


PROSPECTUS SUPPLEMENT                                        For SEC Filing     
(To Prospectus dated July 12, 1994)                          Purposes Only:     
                                                        Rule 424(b)(5)
                                                           File No. 33-54389

  STEWART & STEVENSON SERVICES, INC.

 Common Stock, without par value

This Prospectus Supplement is being furnished to Creole International,
Inc., a Delaware corporation ("Creole"), and Creole's wholly owned subsidiaries 
Creole Production Services, Inc., a Delaware Corporation, Creole Development    
Corporation, Inc., a Texas corporation, Creole Industrial Products, Inc., a     
Delaware corporation, and W.L. Somner Company, Inc., a Louisiana corporation    
(collectively, the "Sellers"), in connection with the acquisition               
("Acquisition") by Creole Acquisition Incorporated, a Delaware corporation      
("Acquisition Subsidiary"), and Stewart & Stevenson Realty Corporation, a Texas 
corporation ("Realty"), both of which are wholly owned subsidiaries of Stewart &
Stevenson Services, Inc., a Texas corporation (the "Company"), pursuant to the  
Asset Purchase Agreement ("Agreement") to be entered into between the Sellers,  
Acquisition Subsidiary, Realty and the Company.  Pursuant to the Agreement,     
Acquisition Subsidiary and Realty will acquire certain of the assets (the       
"Assets") of Sellers and Sellers will receive shares of common stock, without   
par value, of the Company ("Common Stock").                                     

Creole and its subsidiaries are engaged primarily in the operation and
maintenance of oil and gas processing and power generation facilities; providing
engineering, planning, management, training and technical services; and         
repairing, remanufacturing, installing, commissioning and testing processing    
equipment.  Creole's principal executive offices are located at 10555 Katy      
Freeway, Houston, Texas 77024 and its telephone number is (713)                 
461-1316.                                                                       

As consideration for the Acquisition of the Assets by Acquisition     
Subsidiary and Realty, the Company will issue up to 200,000 shares of Common    
Stock to the Sellers or such lesser number determined by dividing the Net Asset 
Value (as defined in the Agreement) of the Assets by the Market Value (as       
defined below) of the Common Stock.  The shares of Common Stock issuable in the 
Acquisition will be issued at a "Market Value" equal to the average of the high 
and low trading price of the Common Stock as reported by the National           
Association of Securities Dealers Automated Quotation National Market System    
("Nasdaq NMS") for each day during the ten trading days prior to (but not       
including) the closing date ("Closing Date") of the Acquisition.                

   The Common Stock is traded on the Nasdaq NMS under the symbol "SSSS".  On
July 28, 1994, the last reported sales price of Common Stock, as reported by    
Nasdaq NMS, was $ 38.75 per share.                                              

 THE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR    
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE.                                             

The Date of this Prospectus Supplement is July 29, 1994.  

Employment Agreement                                                            

  On the Closing Date, the Acquisition Subsidiary will enter into a three-
year Employment Agreement with Richard L. Flowers, the current Chief Executive  
Officer and sole stockholder of Creole.                                         

Conditions to the Acquisition                                                   

    In addition to the approvals by the requisite votes of Creole stockholders
and the receipt of regulatory approvals, environment reports, various legal     
opinions, and consents, (i) the Company has no obligation to effect the         
Acquisition unless (a) the Company is satisfied with the results of its due     
diligence review and the calculation of Net Asset Value and (b) the Market Value
of the Common Stock is at least $40.00 per share on the Closing Date and (ii)   
Creole has no obligation to effect the Acquisition unless Creole is satisfied   
with the calculation of Net Asset Value.  There can be no assurance that all of 
the conditions set forth in the Agreement will be satisfied.                    

Certain Federal Income Tax Consequences                                         

 The Acquisition is not intended to qualify as a tax-free reorganization
under the Internal Revenue Code of 1986, as amended.                            

Government and Regulatory Approvals                                             

   Neither the Company nor Creole is aware of any governmental or regulatory
approvals required for consummation of the Acquisition, other than compliance   
with applicable securities laws.                                                

Accounting Treatment                                                            

     The Acquisition is expected to be accounted for as a purchase in accordance
with generally accepted accounting principles.                                  

Votes Required                                                                  

    In order for the Acquisition to be approved by Creole, it must be approved
by the holders of at least a majority of the outstanding shares of Creole common
stock.  No vote of the stockholders of the Company is required to approve the   
Acquisition.                                                                    

Market for Common Stock                                                         

    The Company will apply to include the Common Stock issuable to the Sellers
pursuant to the Acquisition for quotation on the Nasdaq NMS following the       
Acquisition.                                                                    

Preliminary Issuance of Common Stock                                            

  On the Closing Date, the Company and the Sellers will make a preliminary
estimation of the Net Asset Value of the Assets and the Company will make a     
preliminary payment to the Sellers of the number shares of Common Stock issuable
to the Sellers based upon such estimate.  Within 30 days of the Closing Date,   
the Company and the Sellers will make a final determination of the Net Asset    
Value of the Assets and an appropriate adjustment will then be made to the      
number of shares of Common Stock issuable to the Sellers in the Acquisition.    

Dates Referenced Herein

This ‘424B5’ Filing		Date		Other Filings
Filed on:		7/29/94		None on these Dates
		7/28/94
		7/12/94
				List all Filings