Stewart & Stevenson Services, Inc. Adjourns Special Meeting of Shareholders to Thursday, May 25, 2006 at 9:00 a.m., Houston Tim
17 May 2006 - 8:15AM
PR Newswire (US)
HOUSTON, May 16 /PRNewswire-FirstCall/ -- Stewart & Stevenson
Services, Inc. (NYSE:SVC) today announced that, as planned, it has
adjourned its special meeting of shareholders to Thursday, 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. As previously
announced, Stewart & Stevenson and Armor Holdings, Inc.
(NYSE:AH) have amended the terms of their merger agreement. 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, 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 shareholders are reminded that
their vote is important, and a failure to vote has the same effect
as a vote against the merger proposal. Any shareholder who has not
yet voted is urged to vote FOR the merger. 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. The transaction is expected
to close promptly after receipt of Stewart & Stevenson
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. 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 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 and a proxy statement supplement have
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
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/ .
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. DATASOURCE: Stewart &
Stevenson Services, Inc. CONTACT: L. Scott Biar, CFO and Treasurer
of Stewart & Stevenson Services, Inc., +1-713-868-7700; Dan
Burch or Charlie Koons, both of MacKenzie Partners, Inc. for
Stewart & Stevenson Services, Inc., +1-212-929-5500,
1-800-322-2885; Matt Sherman or Sharon Goldstein, both of Joele
Frank, Wilkinson Brimmer Katcher for Stewart & Stevenson
Services, Inc., +1-212-355-4449 Web site: http://www.ssss.com/
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