Stewart & Stevenson Services, Inc. Prevails at Court Hearing
May 24 2006 - 2:12PM
PR Newswire (US)
Special Meeting Of Shareholders to Proceed as Scheduled on May 25,
2006 HOUSTON, May 24 /PRNewswire-FirstCall/ -- Stewart &
Stevenson Services, Inc. (NYSE:SVC) today announced that the Civil
District Court of Harris County, Texas has denied Oshkosh Truck
Corporation's (NYSE:OSK) request for a temporary restraining order
to postpone Stewart & Stevenson's special meeting of
shareholders. As a result, Stewart & Stevenson's special
meeting of shareholders to vote on the cash merger with Armor
Holdings will proceed as scheduled tomorrow, May 25, 2006 at 9:00
a.m., Houston Time, at The Fulbright Tower, 1301 McKinney, Houston,
Texas 77010. As previously announced, Stewart & Stevenson and
Armor Holdings amended the terms of their merger agreement on May
14, 2006. 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. 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. 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,
Stewart & Stevenson Services, Inc., +1-713-868-7700; Dan Burch,
or Charlie Koons, MacKenzie Partners, Inc., +1-212-929-5500,
1-800-322-2885; Matt Sherman, or Sharon Goldstein, both of Joele
Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 Web site:
http://www.ssss.com/
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