-----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, UnevVOW9EsPycxwaHB4khaWBT8lT/u4reOB0KoWQ+uBBubqaxZiAq2AuP3roCqfW /gBwhH+YjmrZtGpz4pSzJw== /in/edgar/work/20000605/0001000577-00-000008/0001000577-00-000008.txt : 20000919 0001000577-00-000008.hdr.sgml : 20000919 ACCESSION NUMBER: 0001000577-00-000008 CONFORMED SUBMISSION TYPE: DEFC14C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMON TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0001000577 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 870545608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFC14C SEC ACT: SEC FILE NUMBER: 000-27208 FILM NUMBER: 648882 BUSINESS ADDRESS: STREET 1: 4646 SOUTH 500 WEST STREET 2: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0247 BUSINESS PHONE: 8007779100 MAIL ADDRESS: STREET 1: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0297 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMON TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0001000577 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 870545608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFC14C BUSINESS ADDRESS: STREET 1: 4646 SOUTH 500 WEST STREET 2: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0247 BUSINESS PHONE: 8007779100 MAIL ADDRESS: STREET 1: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0297 DEFC14C 1 0001.txt LETTER TO STOCKHOLDERS ---------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- Proxy Statement Pursuant To Section 14(a) Of The Securities Exchange Act Of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, Use of the Commission Only (as permitted by Rule 14a-6(e)(2))Proxy Statement Definitive Proxy Statement Definitive Additional Materials X Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12 Simon Transportation Services Inc. ---------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): X No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: June 5, 2000 Dear Fellow Stockholders: By now you may have received from Jerry Moyes materials related to a tender offer by Mr. Moyes for shares of the Company's Common Stock at a price of $7.00 per share. As more fully described in a letter from Richard D. Simon to stockholders dated May 26, 2000, the Board has elected to remain neutral with respect to the tender offer but Mr. Simon and other members of the Company's management have indicated that they do not intend to tender any of their shares to Mr. Moyes. The Board continues to remain neutral with respect to the tender offer. Without notifying the Company in advance, however, Mr. Moyes simultaneously commenced a legal process called a "consent solicitation" in which he is seeking to take control of the Company's Board of Directors. If you have already received Mr. Moyes' consent solicitation documents, do NOT sign or return them. The Board is strongly opposed to Mr. Moyes' hostile consent solicitation because it violates the good faith in which the Board cooperated with Mr. Moyes in the tender offer and, more importantly, would give Mr. Moyes effective control of the Company without having paid for it. WE STRONGLY URGE YOU NOT TO SIGN OR RETURN ANY CONSENT CARDS THAT MR. MOYES MAY SEND YOU. The Company will be sending you shortly a form of "Revocation of Consent Statement" and "Revocation of Consent Card," which will more thoroughly dispute Mr. Moyes assertions. In the meantime, the Board requests that you carefully read the following information which raises serious questions as to the motivations of Mr. Moyes in the consent solicitation. CONSIDER THESE FACTS: o Mr. Moyes is Attempting to Gain Control Without Paving For It. Mr. Moyes is attempting to quickly gain control of the Company through the consent solicitation process without paying you any control premium (or any consideration whatsoever) for such control. Mr. Moyes states in his consent solicitation documents that the purpose of the consent is so that he may complete the tender offer. We believe this statement is disingenuous. The Board draws this conclusion from the numerous and significant conditions precedent Mr. Moyes has placed on the tender offer and from his declared intention to borrow a significant portion of the funds to complete the tender offer. The Board has already announced that it will not stand in the way of Mr. Moyes' tender offer and has in fact waived the applicable anti-takeover statutes and has otherwise cooperated with Mr. Moyes. Mr. Moyes' consent solicitation can do nothing to further the likelihood of success of the tender offer. In fact, contrary to Mr. Moyes' statements, the consent solicitation is nothing more than an attempt by Mr. Moyes to seize control of the Company through the back door (even if his tender offer fails or he chooses not to proceed with it), all while owning a mere 10.8% of the Company. o The Board Has Been Elected By An Overwhelming Majority - Including Mr. Moyes. The Board that Mr. Moyes seeks to remove was overwhelmingly elected over staggered terms at the past three annual meetings by 94.5% to 99.5% of the voting stockholders of the Company. Since he first began to accumulate shares, Mr. Moyes has voted for the current Board, including most recently in February of 2000. Your Board remains committed to the Company's long-term strategic goals and to the enhancement of stockholder value. o Key Customer and Employee Relations Will Be Damaged. The Board believes that if Mr. Moyes is successful in his consent solicitation, the Company's relationships with key customers and employees may be irreparably damaged. The Company's executives have a collective 114 years of experience in the refrigerated trucking industry and have forged strong ties with many of the Company's key customers. Under the direction of the Board and current management, in recent months the Company has announced publicly that it (i) had a profitable second quarter, (ii) anticipates that the remaining debt on its facilities will be repaid by August of this year which will significantly improve the Company's cash flow position and (iii) has improved its operating performance in several key areas, including increased haul lengths, decreased numbers of unseated trucks, increased driver retention, increased mileage on seated trucks and the negotiation of advantageous equipment contracts. Several of the Company's managers have told the Board that they will resign if Mr. Moyes is successful in his consent solicitation and a number of key customers have expressed significant concerns regarding the disruption that a hostile consent solicitation would have on their business relationships with the Company, WE URGE YOU NOT TO RETURN ANY CONSENT CARDS YOU MAY RECEIVE FROM MR. MOYES. --- The Company's detailed response to the consent solicitation contained in the form of "Revocation of Consent Statement" and form "Revocation of Consent Card" will be furnished to you shortly. In the meantime, if you have any questions or require any assistance, please call Georgeson Shareholder Communications, our solicitation advisor, toll-free at (800) 223-2064. Once again know that we appreciate all of our stockholders. YOUR BOARD OF DIRECTORS By: /s/ Richard D. Simon -------------------- Richard D. Simon Chairman IMPORTANT 1. We urge you not to sign any consent card which is sent to you by Jerry Moyes. If you have already returned one, the Company will provide you with a form of revocation shortly. 2. If you have questions or need assistance in voting your shares, please call toll free: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street, l0th Floor New York, NY 10004 Call Toll-Free (800) 223-2064 This letter is not a proxy statement or a consent statement. The Board is not soliciting any authorization, consent or revocation through this letter. The Board presently intends to solicit an authorization, consent or revocation from the stockholders, by filing with the SEC and delivering to the stockholders a proxy, consent or revocation statement. If the Board does so, please read it carefully, because it will contain important information about the Company, the Board, and the matters that the Board will ask the stockholders to consider and either act upon or consent to. Simon Transportation Services Inc. files reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended. The SEC maintains an Internet world wide web site at http://www.sec.gov, that provides access, without charge, to such reports, proxy statements and other information. You can also obtain such reports, proxy statements and other information, without charge, from Simon Transportation Services Inc., by contacting the Corporate Secretary, telephone: (801) 924-7000, facsimile: (801) 924-7118. PARTICIPANTS IN THIS LETTER This letter is being delivered to you on behalf of the Board of Simon Transportation Services Inc. pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Pursuant to that Rule, each of your Board member's names and holdings of Simon's capital stock as of June 1, 2000 are listed below: Amount & Nature of Percent Beneficial Percent of of Total Name of Beneficial Owner Ownership(1) Title of Class Class Shares(2) - ------------------------ ------------ -------------- ----- -------- Richard D. Simon 10,000 Class A Common * * Richard D. Simon (3) 913,751 Class B Common 100.0% 14.1% Alban B. Lang 122,837 Class A Common 2.2% 1.9% Kelle A. Simon 137,777 Class A Common 2.5% 2.1% Lyn Simon 132,248 Class A Common 2.4% 2.0% Richard D. Simon, Jr. 130,995 Class A Common 2.4% 2.0% Sherry L. Bokovoy 123,338 Class A Common 2.2% 1.9% Gus E. Paulos -- Class A Common -- -- Don L. Skaggs 55,000 Class A Common 1.0% * Irene Warr 4,700 Class A Common * * All directors and executive 1,630,646 (4) Class A & Class B N/A 25.2% officers as a group (9 persons) Common
_________________________ * Less than one percent. 1 In accordance with applicable rules under the Securities Exchange Act of 1934, as amended, the number of shares beneficially owned includes 69,200 Class A Common Shares underlying options to purchase granted to each of Alban B. Lang, Kelle A. Simon, Lyn Simon, Richard D. Simon, Jr., and Sherry L. Bokovoy (the "Optionees") that were, at June 1, 2000, either currently exercisable or were scheduled to become exercisable within 60 days of June 1, 2000. The 55,800 remaining shares underlying options granted to the Optionees that were not scheduled to become exerciable within 60 days of June 1, 2000 are excluded. The options have exercise prices ranging from $9.00 to $23.38 per share. The shares owned also include an aggregate 23,156 shares of Class A Common Shares held in the Company's 401(k) Plan on behalf of Alban B. Lang (9,378 shares), Lyn Simon (11,205 shares), and Sherry L. Bokovoy (2,573 shares). The total shares include 3,000 shares underlying stock options granted to Irene Warr that are currently exercisable or were scheduled to become exercisable within 60 days of June 1, 2000. Unless otherwise indicated all shares are owned directly. 2 Percentage based on both Class A and Class B Common Shares and includes for purposes of this chart only the vested portion of options granted under the Company's Incentive Stock Plan and Outside Director Stock Plan. 3 All shares are held by Richard D. Simon, Trustee of the Richard D. Simon Revocable Trust, UTAD 2/12/93, of which the four children of Richard D. Simon are the beneficiaries, subject to a life estate in favor of Valene Simon, wife of Richard D. Simon. Because the Class B Common Stock is entitled to two votes per share, Mr. Simon, as Trustee, controls 24.9% of the combined voting power of the Shares. Richard D. Simon filed a Form 13G with the Commission on February 10, 2000. 4 Include approximately 349,000 share underlying exercisable stock options with exercise prices ranging from $9.00 to $23.38 per share. -----END PRIVACY-ENHANCED MESSAGE-----