UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March 27~~April 9, 2013

Commission File Number 001-33836

STEWART & STEVENSON LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware		20-3974034
(State or other jurisdiction of incorporation or organization )		(IRS Employer Identification Number)

1000 Louisiana St., Suite 5900, Houston, TX		77002
(Address of Principal Executive Offices)		(Zip Code)

(713) 751-2700

(Registrant’s telephone number including area code)

None

(Former Name, former address, and former fiscal year if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a—12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d—2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 37.0201 ~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure

~~On March 27, 2013,~~ Stewart & Stevenson LLC ~~(“the~~and ~~Company”)~~Stewart & ~~issued~~Stevenson ~~141~~Corp.,~~960~~ ofas ~~its Adjustable Rate Non~~co-~~Cumulative~~issuers ~~Perpetual Preferred Units~~ (the “~~Preferred Units~~Co-Issuers”) toof an10% ~~institutional~~Senior ~~investor~~Notes indue a2014 ~~private~~(the ~~placement~~“Notes”), ~~transaction~~issued ~~exempt~~under ~~from~~the ~~registration~~indenture ~~under~~dated ~~section~~as ~~4(2)~~ of ~~the~~July 6, ~~Securities~~2006, ~~Act~~as ofamended ~~1933. As~~and ~~approved~~supplemented bythrough the ~~Company’s~~date ~~Board~~hereof, ofamong ~~Directors~~the Co-Issuers, the ~~Preferred~~guarantors ~~Units~~party ~~were~~thereto ~~issued~~and toWells ECFargo ~~Investments~~Bank, ~~International~~National ~~S.a.r.l~~Association, anas ~~affiliate~~Trustee, ofon ~~the Company~~April 9, in2013 ~~exchange~~an ~~for~~irrevocable ~~$141,960,000~~notice ~~principal amount~~ of ~~the~~redemption ~~Company’s~~to ~~10%~~redeem ~~Senior~~the ~~Notes~~entire ~~due~~remaining ~~2014. The Preferred Units have an aggregate liquidation preference of~~ $~~141~~8,~~960~~040,000, ~~receive~~outstanding ~~non-cumulative~~aggregate ~~distributions~~principal atamount ~~the~~of ~~Prime~~Notes ~~Rate~~on ~~plus~~May 9, ~~2-1/2%~~2013 ~~(but~~at ~~in no event less than 6%) per annum and have~~ a ~~liquidation~~redemption ~~priority~~price ~~over the holders~~ of ~~the~~100% ~~Company’s Common Units. The foregoing description~~ of the ~~Preferred~~principal ~~Units~~amount, ~~does~~plus ~~not~~accrued ~~purport~~interest to ~~be complete and is qualified in its entirety by reference to the full text of the form of Preferred Unit Certificate~~May 9, ~~which is filed as Exhibit 4~~2013.~~1 to this Form 8-K and incorporated herein by reference.~~

~~Item 9.01 Financial Statements and Exhibits~~2

~~(d) Exhibits~~SIGNATURES

Exhibit Number		Description
4.1		Form of Preferred Unit Certificate

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2STEWART & STEVENSON LLC By: /s/ John B. Simmons John B. Simmons Chief Financial Officer

~~SIGNATURES~~April 10, 2013

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

STEWART & STEVENSON LLC By: /s/ John B. Simmons John B. Simmons Chief Financial Officer

April 2, 2013

Filing Compare · Stewart & Stevenson LLC