-----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, G5E9uFIErJMSTDCkVc6o8vhYYzll9gnXqWHDtW9TWXDWjJ5jIlZNjZtJQW9grM75 H1HN0Cyo73tFtvVTOnvlSA== 0000950129-02-000584.txt : 20020414 0000950129-02-000584.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950129-02-000584 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020207 GROUP MEMBERS: DONALD E STEVENSON GROUP MEMBERS: DONALD E STEVENSON & KEITH T STEVENSON ESTATE OF M STEVENSON GROUP MEMBERS: DONALD E STEVENSON TESTAMENTARY TRUST GROUP MEMBERS: KEITH T STEVENSON SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11901 FILM NUMBER: 02530198 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEVENSON DONALD E CENTRAL INDEX KEY: 0001076388 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 1637 CITY: HOUSTON STATE: TX ZIP: 77251 BUSINESS PHONE: 7137848667 MAIL ADDRESS: STREET 1: P O BOX 1637 CITY: HOUSTON STATE: TX ZIP: 77251 SC 13D/A 1 h94034a1sc13da.txt DONALD E STEVENSON FOR STEWART & STEVENSON SERV SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* STEWART & STEVENSON SERVICES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 860342104 - -------------------------------------------------------------------------------- (CUSIP Number) DONALD E. STEVENSON P. O. BOX 1637 HOUSTON, TEXAS 77251 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 22, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 9 Pages - ------------------- ----------------- CUSIP NO. 860342104 13D Page 2 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 DONALD E. STEVENSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X| (B) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 502,696 SHARES* BENEFICIALLY -------------------------------------------------------------- OWNED SHARED VOTING POWER BY EACH 8 1,976 SHARES* REPORTING -------------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 9 502,696 SHARES* -------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 1,976 SHARES* - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 502,696 SHARES* - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN, OO - -------------------------------------------------------------------------------- * See Item 5 of this Schedule 13D. - ------------------- ----------------- CUSIP NO. 860342104 13D Page 3 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 KEITH T. STEVENSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X| (B) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 1,226,083 SHARES* BENEFICIALLY -------------------------------------------------------------- OWNED SHARED VOTING POWER BY EACH 8 1,976 SHARES* REPORTING -------------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 9 1,226,083 SHARES* -------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 1,976 SHARES* - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,226,083 SHARES* - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN, OO - -------------------------------------------------------------------------------- * See Item 5 of this Schedule 13D. - ------------------- ----------------- CUSIP NO. 860342104 13D Page 4 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 DONALD E. STEVENSON, IN HIS CAPACITY AS TRUSTEE OF THE DONALD E. STEVENSON TESTAMENTARY TRUST - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X| (B) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 940 SHARES* BENEFICIALLY -------------------------------------------------------------- OWNED SHARED VOTING POWER BY EACH 8 -0- SHARES* REPORTING -------------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 9 940 SHARES* -------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 -0-* - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 940 SHARES* - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 0.1%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN, OO - -------------------------------------------------------------------------------- * See Item 5 of this Schedule 13D. - ------------------- ----------------- CUSIP NO. 860342104 13D Page 5 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 DONALD E. STEVENSON AND KEITH T. STEVENSON, IN THEIR CAPACITY AS CO-EXECUTORS OF THE ESTATE OF MADLIN STEVENSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X| (B) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 1,976 SHARES* BENEFICIALLY -------------------------------------------------------------- OWNED SHARED VOTING POWER BY EACH 8 -0- SHARES* REPORTING -------------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 9 1,976 SHARES* -------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 -0-* - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,976 SHARES* - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 0.1%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN, OO - -------------------------------------------------------------------------------- * See Item 5 of this Schedule 13D. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (FILED BY THE GROUP PURSUANT TO GENERAL INSTRUCTION C) ITEM 1. SECURITY AND ISSUER. The equity securities to which this statement relates are the common stock, no par value per share (the "Common Stock"), of Stewart & Stevenson Services, Inc., a Texas corporation (the "Company"). The Company's principal executive offices are located at 2707 North Loop West, Houston, Texas 77008. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Donald E. Stevenson ("D. Stevenson"), individually and as Trustee of the Donald E. Stevenson Testamentary Trust (the "D. Stevenson Trust") and as Co-Executor of the Estate of Madlin Stevenson (the "Estate"), and Keith T. Stevenson ("K. Stevenson"), individually, and as Co-Executor of the Estate, to reflect the understandings and agreements described in Item 4 with respect to the voting of shares of Common Stock. D. Stevenson and K. Stevenson, are collectively referred to as the "Stevenson Family". The Estate and the D. Stevenson Trust, and the members of the Stevenson Family are collectively referred to as the "Shareholders" and the shares of Common Stock beneficially owned by them in the aggregate are referred to as the "Shares". D. Stevenson is employed by the Company, whose address is set forth in Item 1. K. Stevenson is a retiree, residing at 6022 Park Circle, Houston, Texas 77057. All members of the Stevenson Family are United States citizens. During the last five years, none of the members of the Stevenson Family has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any member of the Stevenson Family was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. The Shareholders have indicated their intention to unite the voting power of their Shares. Except as described below, the Shareholders have no written agreement to vote in concert. In addition, on January 22, 2002, D. Stevenson and K. Stevenson entered into a Shareholders' Voting Agreement (the "Shareholders' Agreement"), a copy of which is attached hereto and incorporated herein as Exhibit A. ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) AGGREGATE NUMBER AND PERCENTAGE OF SHARES OWNED. As of the date of this schedule, the Shareholders beneficially own an aggregate of 1,773,855 shares of Common Stock, of which (i) 1,701,655 shares are issued and outstanding and (ii) 72,200 shares are issuable upon the exercise of options to purchase shares of Common Stock. The Shareholders beneficially own in the aggregate 6.2% of the issued and outstanding shares of Common Stock, such percentage being calculated by dividing 1,773,855 (the number of shares of Common Stock beneficially owned by the Shareholders plus the number of shares of common stock issuable upon exercise of options held by the shareholders) by 28,444,281 (the number of issued and outstanding shares of Common Stock as of Page 6 of 9 Pages November 30, 2001, as reported in the Company's Form 10-Q for the quarter ended October 27, 2001. Each Shareholder owns of record such number of shares of Common Stock as are set forth below: D. Stevenson 472,656 K. Stevenson 1,226,083 D. Stevenson Trust 940 Estate 1,976 --------- TOTAL 1,701,655
In addition, D. Stevenson holds options to purchase 29,100 shares of Common Stock, and K. Stevenson holds options to purchase 43,100 shares of Common Stock. Each Shareholder disclaims beneficial ownership of any shares of Common Stock held of record by any other Shareholder. (b) NUMBER OF SHARES BENEFICIALLY OWNED BY THE SHAREHOLDERS. Donald E. Stevenson (i) D. Stevenson has sole power to vote 502,696 shares of Common Stock, such shares being calculated by aggregating 472,656 shares owned individually, 940 shares that he has the power to vote as Trustee of the D. Stevenson Trust and 29,100 shares issuable to him upon the exercise of options. (ii) D. Stevenson has shared power to vote 1,976 shares of Common Stock, as co-executor of the Estate. (iii) D. Stevenson has sole power to dispose of 502,696 shares of Common Stock, such number of shares being calculated by aggregating 472,656 shares owned individually by him and 29,100 shares issuable to him upon the exercise of options and 940 shares that he has the power to dispose of as Trustee of the D. Stevenson Trust. (iv) D. Stevenson has shared power to dispose of 1,976 shares of Common Stock, as co-executor of the Estate. Keith T. Stevenson (i) K. Stevenson has sole power to vote 1,269,183 shares of Common Stock, such number of shares being calculated by aggregating 1,226,083 shares owned individually by him, and 43,100 shares issuable to him upon the exercise of options. (ii) K. Stevenson has shared power to vote 1,976 shares of Common Stock, as co-executor of the Estate. (iii) K. Stevenson has sole power to dispose of 1,269,183 shares of Common Stock, such number of shares being calculated by aggregating 1,226,083 shares owned individually by him, and 43,100 shares issuable to him upon the exercise of options. (iv) K. Stevenson has shared power to dispose of 1,976 shares of Common Stock, as co-executor of the Estate. Page 7 of 9 Pages D. Stevenson, in his capacity as Trustee of the D. Stevenson Trust (i) The Trustee, in such capacity, has sole power to vote 940 shares of Common Stock. (ii) The Trustee, in such capacity, does not have shared power to vote any shares of Common Stock. (iii) The Trustee, in such capacity, has sole power to dispose of 940 shares of Common Stock. (iv) The Trustee, in such capacity, does not have shared power to dispose of any shares of Common Stock. Donald E. Stevenson and Keith T. Stevenson, in their capacity as Co-Executors of the Estate of Madlin Stevenson (i) The Co-Executors, in such capacity, have the sole power to vote 1,976 shares of Common Stock. (ii) The Co-Executors, in such capacity, do not have shared power to vote any shares of Common Stock. (iii) The Co-Executors, in such capacity, have sole power to dispose of 1,976 shares of Common Stock. (iv) The Co-Executors, in such capacity, do not have shared power to dispose of any shares of Common Stock. (c) Except as described in Item 4 above and as further described in Exhibit A incorporated herein and attached hereto, no Shareholder has effected any transactions with respect to the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. Except as described in Items 4 and 5 above and as set forth in Exhibits A and B incorporated herein and attached hereto, there are no contracts, arrangements, understandings or relationships between any of the Shareholders with respect to the Common Stock of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Ex. A Shareholders' Voting Agreement by and among Donald E. Stevenson and Keith T. Stevenson. Ex. B Agreement for Joint Filing Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, dated January 22, 2002 among Donald E. Stevenson, Keith T. Stevenson, Donald E. Stevenson, as Trustee of the Donald E. Stevenson Testamentary Trust, and Donald E. Stevenson and Keith T. Stevenson, as Co-Executors of the Estate of Madlin Stevenson. Page 8 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 22, 2002 /s/ DONALD E. STEVENSON ------------------------------------- Donald E. Stevenson /s/ KEITH T. STEVENSON ------------------------------------- Keith T. Stevenson THE DONALD E. STEVENSON TESTAMENTARY TRUST By: /s/ DONALD E. STEVENSON, TRUSTEE ------------------------------------- Donald E. Stevenson, Trustee ESTATE OF MADLIN STEVENSON By: /s/ DONALD E. STEVENSON, CO-EXECUTOR ------------------------------------- Donald E. Stevenson, Co-Executor By: /s/ KEITH T. STEVENSON, CO-EXECUTOR ------------------------------------- Keith T. Stevenson, Co-Executor Page 9 of 9 Pages EXHIBIT INDEX Exhibit No. Description - ----------- ----------- A Voting Agreement B Agreement for Joint Filing to Rule 13d-l(f)(1) under the Securities Exchange Act of 1934 EX-99.A 3 h94034a1ex99-a.txt SHAREHOLDERS' VOTING AGREEMENT EXHIBIT A VOTING AGREEMENT This agreement is made January 22, 2002, at Houston, Texas, by and among the undersigned shareholders of Stewart & Stevenson Services, Inc. for the purpose of voting as a unit their shares of Stewart & Stevenson Services, Inc., a Texas corporation, sometimes referred to in this Agreement as the "Company." Additional Shares 1. The parties to this Agreement and any other shareholders of the Company may at any time acquire and make subject to this Agreement additional shares of the Company, if the addition is approved by the holders of a majority of the shares subject to the Agreement at that time. Voting 2. Before exercising their voting rights on any matter submitted to a vote at a meeting of the shareholders, the parties to this Agreement will come to an agreement as to how all of their votes are to be cast. If the parties fail to come to unanimous agreement as to the desired vote, they agree to vote in accordance with the wishes of Donald E. Stevenson. Regular Meetings 3. A regular meeting of the parties to this Voting Agreement shall be held on or before May 15 in each year during the term of this Agreement. Special Meetings 4. Special meetings of the parties to this Voting Agreement may be called by any party to this Agreement. Notice of special meetings shall be given at least 2 days prior to the date of the meeting, and the specific matters to be brought before the meeting must be included in such notice. Copies of Agreement 5. This Agreement may be executed in multiple counterparts but is not otherwise separable or divisible. Upon the execution of this Agreement, the parties shall cause a copy to be filed in the principal office of the Company. A photo or facsimile copy of this signed Agreement is for all purposes deemed original. This Agreement shall be open to inspection in the manner provided for inspection under the laws of the State of Texas. Place of Performance 6. This Agreement is made, executed, and entered into at Houston, Texas, and it is mutually agreed that the performance of all parts of this contract shall be at Houston, Texas. 1 GOVERNING LAW 7. This Agreement is intended by the parties to be governed and construed in accordance with the laws of the State of Texas. Severability of Provisions 8. This Agreement shall not be severable or divisible in any way, but it is specifically agreed that, if any provision should be invalid, the invalidity shall not affect the validity of the remainder of the Agreement. Termination of Agreement 9. This Voting Agreement will terminate on the occurrence of a vote for termination by a majority of the shares represented by this Agreement and will terminate in any event on January 31, 2010. Executed on January 22, 2002.
Signatures Number of Shares Date of Signing /s/ DONALD E. STEVENSON 472,656 January 22, 2002 - --------------------------------------- Donald E. Stevenson /s/ KEITH T. STEVENSON 1,226,083 January 22, 2002 - --------------------------------------- Keith T. Stevenson /s/ DONALD E. STEVENSON 940 January 22, 2002 - --------------------------------------- Donald E. Stevenson, Trustee Donald E. Stevenson Testamentary Trust Estate of Madlin Stevenson 1976 January 22, 2002 By: /s/ DONALD E. STEVENSON ----------------------------------- Donald E. Stevenson, Co-Executor By: /s/ KEITH T. STEVENSON, CO-EXECUTOR ----------------------------------- Keith T. Stevenson, Co-Executor
2 EX-99.B 4 h94034a1ex99-b.txt AGREEMENT FOR JOINT FILING EXHIBIT B AGREEMENT FOR JOINT FILING PURSUANT TO RULE 13d-1(f)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Pursuant to 17 CFR 240.13D-1(F)(1) under the Securities Exchange Act of 1934, as amended, the undersigned do hereby agree in writing that a Schedule 13D with respect to the common stock of Stewart & Stevenson Services, Inc. be and is filed on behalf of each of them. The undersigned further recognize that each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of any information concerning them contained therein. The undersigned further constitute and appoint Donald E. Stevenson as their lawful attorney-in-fact and agent, to execute and file such Schedule 13D, and any amendments thereto on their behalf. Dated as of this 22 day of January, 2002. /s/ DONALD E. STEVENSON --------------------------------------- Donald E. Stevenson /s/ Keith T. Stevenson --------------------------------------- Keith T. Stevenson THE DONALD E. STEVENSON TESTAMENTARY TRUST By: /s/ DONALD E. STEVENSON ------------------------------------ Donald E. Stevenson, Trustee ESTATE OF MADLIN STEVENSON By: /s/ DONALD E. STEVENSON ------------------------------------ Donald E. Stevenson, Co-Executor By: /s/ KEITH T. STEVENSON, CO-EXECUTOR ------------------------------------ Keith T. Stevenson, Co-Executor -----END PRIVACY-ENHANCED MESSAGE-----