-----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, QR6oIdbjsIF7gns/8Jahq5/+H+/Vj/zq6LSXJlUkIcwgn1wG/WPmVIUhI3SK8efd OOSQmQg8J/zmu7j12+6Lyw== /in/edgar/work/20000627/0001000577-00-000011/0001000577-00-000011.txt : 20000920 0001000577-00-000011.hdr.sgml : 20000920 ACCESSION NUMBER: 0001000577-00-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 000-27208 FILM NUMBER: 661394 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 11-K 1 0001.txt PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PLAN YEAR ENDED DECEMBER 31, 1999 0-27208 (Commission File Number) DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST (Title of the Plan) SIMON TRANSPORTATION SERVICES INC. (Name of Issuer of the Securities Held Pursuant to the Plan) 5175 West 2100 South, Salt Lake City, Utah 84120 (Address of Principal Executive Office) EIN: 87-0293383 Plan Number: 002 DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST Financial Statements as of December 31, 1999 and 1998 Together With Report of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrator and Participants of the Dick Simon Trucking, Inc. Profit Sharing Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the Dick Simon Trucking, Inc. Profit Sharing Plan and Trust (the "Plan") as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Salt Lake City, Utah May 26, 2000 DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST Index to Financial Statements and Schedule Page FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 1 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1999 2 Notes to Financial Statements 3 - 6 SUPPLEMENTAL SCHEDULE: Schedule of Assets Held for Investment Purposes As of December 31, 1999 7 DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST Statements of Net Assets Available for Benefits As of December 31, 1999 and 1998 1999 1998 ---------------------- --------------------- INVESTMENTS, at fair value: Fidelity Advisor Funds- Growth Opportunities Fund $ 1,588,469 $ 1,565,421 Equity Growth Fund 1,366,292 1,066,437 Daily Money Fund: U.S. Treasury 502,100 467,253 Equity Income Fund 324,819 236,195 High Yield Fund 262,148 257,480 Overseas Fund 199,379 102,616 Natural Resources Fund 116,346 89,145 Large Cap Fund 79,815 42,253 Balanced Fund 56,677 64,021 Daily Money Fund: Money Market 53,350 19,506 Mid Cap Fund 39,695 22,124 Value Strategies Fund 39,238 29,503 Short Fixed Income Fund 25,713 22,785 Emerging Markets Income Fund 25,478 10,950 Strategic Income Fund 19,499 16,151 Intermediate Bond Fund 17,948 13,643 Government Investment Fund 17,390 14,608 Simon Transportation Services, Inc. common stock 913,557 729,712 Participant loans 533,648 494,994 ---------------------- --------------------- Total investments 6,181,561 5,264,797 ---------------------- --------------------- CASH 162 111 ---------------------- --------------------- RECEIVABLES: Participant contributions 67,559 88,002 Employer contributions 29,194 37,374 Accrued interest and dividends 3,709 3,338 ---------------------- --------------------- Total receivables 100,462 128,714 ---------------------- --------------------- LIABILITY: Excess contributions payable (10,969) - ---------------------- --------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 6,271,216 $ 5,393,622 ====================== ===================== The accompanying notes to financial statements are an integral part of these statements.
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 1999 Total All Funds ------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Net realized gain $ 63,337 Net unrealized appreciation in fair value of investments 192,755 Interest and dividends 410,394 Contributions- Employer 330,410 Participant 899,515 Rollovers 181,679 ------------------------- Total additions 2,078,090 ------------------------- REDUCTIONS IN NET ASSETS ATTRIBUTED TO: Distributions to participants (1,173,830) Administrative expenses (26,666) ------------------------- Total reductions (1,200,496) ------------------------- Net increase 877,594 ------------------------- NET ASSETS AVAILABLE FOR BENEFITS, beginning of the year 5,393,622 ------------------------- NET ASSETS AVAILABLE FOR BENEFITS, end of the year $ 6,271,216 ========================= The accompanying notes to financial statements are an integral part of these statements.
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST Notes to Financial Statements (1) Plan Description Simon Transportation Services, Inc. (the "Company") adopted the Dick Simon Trucking, Inc. Retirement Plan on October 1, 1987. The Plan was first amended on December 7, 1990 and its name was changed to the Dick Simon Trucking, Inc. 401(k) Profit Sharing Plan. The Plan was amended again on August 10, 1995 and its name was changed to the Dick Simon Trucking, Inc. Profit Sharing Plan and Trust (the "Plan"). On June 20, 1996, the Company adopted the Stanwich Benefits Group, Inc. Regional Prototype Standardized 401(k) Profit Sharing Plan and Trust which amended and restated the Plan in its entirety effective July 1, 1996. The Company serves as the Plan Trustee and Administrator and Fidelity Advisor Funds holds the plan assets and executes investment transactions. The Plan is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The following description provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. Eligibility, Contributions and Benefits Employees who have completed one year of service and who have attained 21 years of age are eligible to participate in the Plan. An eligible employee becomes a participant on the next January 1 or July 1 following the date the employee satisfies the eligibility requirements. Participants elect both the amount of the salary reduction contribution and the allocation of the salary reduction contribution among the investment options within the Plan. Salary reduction contributions cannot exceed the lesser of 15 percent of the participant's pretax eligible gross compensation or the maximum amount allowable under the Internal Revenue Code ("IRC"). The Company makes discretionary contributions to the Plan, matching each participant's salary reduction contribution dollar-for-dollar up to 3 percent of the participant's eligible gross compensation. The Company may also make additional discretionary contributions to the Plan. Participants elect the allocation of the Company contributions among the investment options. Participants are immediately fully vested in their salary reduction contributions and related earnings. Participants vest ratably in employer matching contributions over six years of service or fully vest upon occurrence of one of the following events: 1) normal retirement at age 65, 2) death while employed by the Company, or 3) permanent disability. Benefits are normally paid at retirement, disability, death or other termination. Benefit distributions may be made in a single lump sum payment or an annuity. Forfeitures of nonvested employer matching contributions, which amounted to $55,833 during the year ended December 31, 1999, are offset against future employer matching contributions. During the year ended December 31, 1999, $32,194 of forfeitures were used to reduce employer matching contributions. Investment Options The Plan provides for seventeen investment options listed below. In addition, participants may borrow from their accounts. The investment funds, except for the Simon Transportation Services Inc. Common Stock fund, are managed by Fidelity Advisor Funds. Fidelity Advisor Growth Opportunities Fund - The fund seeks growth through a core investment in traditional growth stocks -- companies with above-average growth in sales or earnings -- plus other opportunities such as special situations, debt securities and cyclicals. Fidelity Advisor Equity Growth Fund - The fund seeks to achieve capital appreciation by investing primarily in growth stocks that demonstrate the potential for above average earnings or sales growth. Fidelity Advisor Daily Money Fund: U.S. Treasury Portfolio - The fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity. The fund invests only in U.S. treasury securities and repurchase agreements for these securities. Fidelity Advisor High Yield Fund - Investment focus on mature companies that are poised for dramatic growth; and "turnarounds," companies which are expected to return to favor in the marketplace. Bonds are evaluated on the basis of their potential for total return, including high interest and growth of capital investment. Fidelity Advisor Equity Income Fund - The fund seeks stocks that have above-average dividends, are undervalued (which may give them more upward and less downward potential) and have increasing dividends. Fidelity Advisor Overseas Fund - The fund primarily invests in securities of companies located in the Americas (other than the United States), Far East, the Pacific Basin and Western Europe. Fidelity Advisor Natural Resources Fund - The fund seeks long-term growth by investing primarily in domestic and foreign natural resources-related companies across a broadly diversified spectrum of industries. Fidelity Advisor Balanced Fund - The fund utilizes a balanced approach to provide the best possible return from income-producing securities. Investments include U.S. Treasury issues, corporate bonds, foreign investments, convertible securities and stocks. Fidelity Advisor Large Cap Fund - The fund seeks long-term growth of capital by investing primarily in equity securities of companies with large market capitalizations. Fidelity Advisor Value Strategies Fund - The fund seeks long-term capital appreciation by investing in securities that are undervalued or undiscovered by the marketplace. Fidelity Advisor Short Fixed-Income Fund - The fund seeks to diversify among a broad range of short-term, investment-grade bonds. Capital preservation takes a high priority, but the fund manager also invests for high income. Fidelity Advisor Mid Cap Fund - The fund seeks long-term growth of capital by normally investing at least 65 percent of its total assets in mid-cap stocks. The fund may invest the remaining 35 percent of its assets in other securities. Fidelity Advisor Strategic Income Fund - The fund uses a multi-sector asset allocation process that strategically shifts the fund's weighting among four general investment categories: high yield securities, U.S. government and investment-grade securities, emerging market securities and foreign developed market securities. Fidelity Advisor Government Investment Fund - Invests primarily in securities backed by the full faith and credit of the U.S. government and it's various agencies and instrumentalities. Fidelity Advisor Intermediate Bond Fund - The fund seeks a high rate of income consistent with the preservation of capital, along with greater stability through investments in high-quality fixed-income securities. Fidelity Advisor Emerging Markets Income Fund - The fund seeks high income and, as a secondary objective, the potential for growth by investing in bonds from countries that have the potential for rapid economic expansion. Simon Transportation Services, Inc. Common Stock - Funds are invested in shares of Simon Transportation Services, Inc.'s Class A common stock. Any dividends declared on the stock will be invested in additional shares of such stock. Participant Loans Participants may borrow from their fund accounts up to the lesser of $50,000 or 50 percent of the participant's vested interest, as defined. The minimum amount for any loan is $1,000. The loans bear interest at one percent above prime rate on the date of the loan. As of December 31, 1999, the interest rates on participant loans ranged from 8.75 to 9.50 percent. Loans must be repaid within five years, except for loans used to acquire a principal residence which must be repaid over a reasonable period of time determined by the Administrative Committee. All loans are secured by the participant's account and, regardless of term, become due and payable upon termination of the participant's employment. Fees and expenses incurred by the Plan in originating a loan are paid by the respective participant as a deduction from the loan proceeds. Termination of the Plan The Company may terminate the Plan at any time subject to the provisions of ERISA. If the Plan is terminated, the participants become fully vested and have a nonforfeitable interest in their accounts. (2) Summary Of Significant Accounting Policies Basis of Presentation The accounting records of the Plan are maintained on the accrual basis in accordance with accounting principles generally accepted in the United States. Distributions to participants are recorded when paid. New Accounting Pronouncement The Accounting Standards Executive Committee issued Statement of Position 99-3, "Accounting For and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters" ("SOP No. 99-3") which eliminates the requirement for a defined contribution plan to disclose participant directed investment programs. SOP No. 99-3 was adopted for the 1999 financial statements and as such, the financial statements have been reclassified to eliminate the participant directed fund investment program disclosures. Investments Contributions are invested by the trustee in the Plan's funds as directed by the participants. Investments, other than participant loans, are carried at fair value based on quoted market prices. Participant loans are valued at face value which approximates the future principal and interest payments discounted at prevailing interest rates for similar instruments. Unrealized appreciation or depreciation caused by fluctuations in the fair value of investments is recognized in income currently. Interest and dividends are recognized as earned and reinvested. Expenses The Plan pays all administrative expenses and fees relating to investment and management of the Plan funds, except legal and accounting fees which are paid by the Company. Fees relating to certain withdrawals are paid by the participant. Net Unrealized Appreciation (Depreciation) in Fair Value of Investments Net unrealized appreciation (depreciation) in fair value of investments is determined by comparing the fair value of each investment at the beginning of the plan year (or at the date of purchase for investments acquired during the plan year) with the fair value at the end of the plan year. Net Realized Gain (Loss) on Investments Net realized gain (loss) on investments is determined by comparing the sales price of each investment as of the disposition date with the fair value at the beginning of the plan year (or at the date of purchase for investments acquired during the current plan year). (3) Federal Income Taxes The Internal Revenue Service has issued a favorable determination letter dated October 25, 1993 stating that the Plan and related trust has been structured to qualify for tax exempt status under Section 401(a) of the IRC. The Plan's Administrative Committee and legal counsel believe that the Plan continues to be designed and operated in accordance with the applicable IRC requirements and with the requirements of ERISA. (4) Excess Contributions The Plan had received excess contributions of $10,969 as of December 31, 1999. The excess contributions resulted from employer contributions that were made above limits established by certain anti-discrimination rules prescribed by the IRC. These excess contributions were refunded to certain participants during March 2000. DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST Schedule of Assets Held for Investment Purposes As of December 31, 1999 (b) Identity of issue, borrower, (a) lessor or similar party (c) Description of investment (e) Current value - --------- ------------------------------- ----------------------------------------------- ------------------ * Fidelity Investments 34,043 shares of Fidelity Advisor Growth $ 1,588,469 Opportunities Fund * Fidelity Investments 19,080 shares of Fidelity Advisor Equity 1,366,292 Growth Fund * Simon Transportation 155,454 shares of common stock 913,557 Services, Inc. * Participant loans Interest rates ranging from 8.75% to 9.50% 533,648 * Fidelity Investments 502,100 shares of Fidelity Advisor Daily 502,100 Money Fund: US Treasury * Fidelity Investments 12,455 shares of Fidelity Advisor Equity 324,819 Income Fund * Fidelity Investments 23,056 shares of Fidelity Advisor High Yield 262,148 Fund * Fidelity Investments 8,391 shares of Fidelity Advisor Overseas Fund 199,379 * Fidelity Investments 5,153 shares of Fidelity Advisor Natural 116,346 Resources Fund * Fidelity Investments 3,711 shares of Fidelity Advisor Large Cap 79,815 Fund * Fidelity Investments 3,106 shares of Fidelity Advisor Balanced Fund 56,677 * Fidelity Investments 53,350 shares of Fidelity Advisor Daily Money 53,350 Fund: Money Market * Fidelity Investments 2,128 shares of Fidelity Advisor Mid Cap Fund 39,695 * Fidelity Investments 1,701 shares of Fidelity Advisor Value 39,238 Strategies Fund * Fidelity Investments 2,822 shares of Fidelity Advisor Short Fixed 25,713 Income Fund * Fidelity Investments 2,640 shares of Fidelity Advisor Emerging 25,478 Market Income Fund * Fidelity Investments 1,862 shares of Fidelity Advisor Strategic 19,499 Income Fund * Fidelity Investments 1,756 shares of Fidelity Advisor Intermediate 17,948 Bond Fund * Fidelity Investments 1,901 shares of Fidelity Advisor Government 17,390 Investment Fund * Denotes party-in-interest
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Dick Simon Trucking, Inc. Profit Sharing Plan and Trust (Registrant) /s/ Alban B. Lang Alban B. Lang Plan Administrator Dated: June 27, 2000 EX-23 2 0002.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Registration Statement on Form S-8 File Nos. 33-80389, 33-80391, and 33-80409. /s/ARTHUR ANDERSEN LLP Salt Lake City, Utah June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----