-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O9BqKxJzLffak4SiZuzn7TndVdAxQsN5VYbKEmshuBnppPopI2Isk1ZJ4eA/oj1T A9jHKs4lQSszQfMo22frcg== 0000790372-95-000006.txt : 199507030000790372-95-000006.hdr.sgml : 19950703 ACCESSION NUMBER: 0000790372-95-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MS CARRIERS INC CENTRAL INDEX KEY: 0000790372 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 621014070 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14781 FILM NUMBER: 95551181 BUSINESS ADDRESS: STREET 1: 3171 DIRECTORS ROW STREET 2: P O BOX 30788 CITY: MEMPHIS STATE: TN ZIP: 38131 BUSINESS PHONE: 9013322500 10-K/A 1 Securities and Exchange Commission Washington, D.C. 20549 Form 10-K/A (X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1994 ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period _____________ to ________________ Commission file number 0-14781 M.S. Carriers, Inc. (Exact name of Registrant as specified in its charter) Tennessee 62-1014070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3171 Directors Row, Memphis, TN 38116 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 901/332-2500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No The aggregate market value of the voting stock held by non- affiliates of the registrant as of March 7, 1995: Common Stock, $.01 par value $321,957,500 The number of shares outstanding of the Registrant's common stock as of March 7, 1995: Common Stock, $.01 par value 12,878,300 shares Documents Incorporated by Reference Portions of the Proxy Statement for the annual shareholders meeting to be held May 5, 1995 are incorporated by reference into Part III. Statement of Purpose for Filing Amendment to Form 10-K The purpose of this amendment is to include the Consent of Independent Accounts (EX-23) and the M.S. Carriers, Inc. Retirement Savings Plan (EX-99) which were not contained in the original Form 10-K. In accordance with this amendment, Item 14 and the Index of Exhibits have been revised to reflect the addition of EX-23 and EX-99. Item 14. Exhibits, Financial Statements and Reports on Form 8-K (a)(1) and (2) -- The response to this portion of Item 14 is submitted as a separate section of this report. (3) Listing of Exhibits Exhibit Number 3A Restated Charter of M.S. Carriers, Inc.* 3B Amended By-Laws of M.S. Carriers, Inc.* 10A Industrial Development Loan Agreement dated as of July 26, 1984 between M.S. Carriers, Inc. and The Industrial Development Board of the City of Memphis and County of Shelby, Tennessee* 10B Incentive Stock Option Plan and Agreements* 10C Amendment to Incentive Stock Option Plan* 10D Restricted Stock Purchase Agreements* 10E Amendments to Restricted Stock Purchase Agreements* 10F Employment Agreements* 10G Matched Stock/Savings Plan* 10H Incentive Compensation Plan** 11 Statement regarding: Computation of Per Share Earnings 22 List of Subsidiaries 23 Consent of Independent Accountants 27 Financial Data Schedule 99 M.S. Carriers, Inc. Retirement Savings Plan * Incorporated by references from exhibits to the Registrant's Registration Statement on Form S-1 (Registration Number 33-12070). ** Incorporated by reference from Exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989. (b) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of 1994. (c) Exhibits - The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedule - The response to this portion of Item 14 is submitted as a separate section of this report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. M.S. Carriers, Inc. (Registrant) By: Michael S. Starnes Chairman of the Board and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Michael S. Starnes Member of Board of Directors, June 29, 1995 President and Chief Executive Officer Carl Mungenast Member of Board of Directors, June 29, 1995 Executive Vice President and Chief Operating Officer James W. Welch Member of Board of Directors June 29, 1995 and Senior Vice President -Marketing M. J. Barrow Member of Board of Directors June 29, 1995 and Senior Vice President -Finance and Secretary- Treasurer Robert P. Hurt Member of Board of Directors June 29, 1995 and Vice President- Maintenance Dwight M. Bassett Controller and Director of June 29, 1995 Accounting Index to Exhibits Exhibit Number Description 11 Statement regarding: Computation of Per Share Earnings 12 List of Subsidiaries 23 Consent of Independent Accountants 27 Financial Data Schedule 99 M.S. Carriers, Inc. Retirement Savings Plan EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Registration Statement on Form S-8 of our report on the financial statements of the M.S. Carriers, Inc. Retirement Savings Plan included in the Annual Report on Form 10-K of M.S. Carriers, Inc. for the year ended December 31, 1994. The Thompson Group Memphis, Tennessee June 29, 1995 EX-99 3 1994 ANNUAL REPORT TO THE PARTICIPANTS IN M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN. M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN ------------- Financial Statements and Supplemental Schedules For the Year Ended December 31, 1994 M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Contents --------------------------------------------- Page Independent Auditor's Report 2 Statements of Net Assets Available for Benefits with 3 Fund Information Statement of Changes in Net Assets Available for Benefits with Fund Information 4 Notes to Financial Statements 5-8 Supplemental Schedules Item 27(a) - Schedule G, Part I - Schedule of Assets Held for Investment Purposes 9 Item 27(d) - Schedule G, Part V - Schedule of Reportable Transactions 10 Independent Auditor's Report - ---------------------------- To The Trustees M.S. Carriers, Inc. Retirement Savings Plan Memphis, Tennessee We have audited the accompanying statement of net assets available for benefits with fund information of M.S. Carriers, Inc. Retirement Savings Plan as of December 31, 1994, and the related statement of changes in net assets available for benefits with fund information for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of M.S. Carriers, Inc. Retirement Savings Plan as of December 31, 1993 were audited by other auditors whose report dated June 28, 1994, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides 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 at December 31, 1994 and the changes in its net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994, and of reportable transactions for the year then ended are presented for the purpose of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1994 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1994 financial statements taken as a whole. June 26, 1995 M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits for Fund Information December 31, 1994 and 1993 -------------------------------------------------
M.S. Carriers, Inc. Common GIC Bond Equity Total Total Stock Fund Fund Fund Fund 1994 1993 -------------- ------ ------ ------- ------ --------- Assets Investments (notes 2, 3 and 4) M.S. Carriers, Inc. Common Stock Fund $7,159,709 $ - $ - $ - $7,159,709 $ 6,523,410 GIC Fund - 390,022 - - 390,022 148,670 Bond Fund - - 143,499 - 143,499 60,935 Equity Fund - - - 305,551 305,551 125,413 Loans to participants 697,926 38,026 13,942 29,740 779,534 - ---------- -------- -------- -------- ---------- ---------- 7,857,635 428,048 157,441 335,291 8,778,415 6,858,428 Receivables Participant contributions 19,117 3,736 1,529 2,171 26,553 17,102 Employer contributions 18,176 - - - 18,176 6,133 Accrued Income 32 116 - - 148 - ------ ----- ----- ----- ------ ------ 37,325 3,852 1,529 2,171 44,877 23,235 ------ ----- ----- ----- ------ ------ Net assets available for benefits $7,894,960 $431,900 $158,970 $337,462 $8,823,292 $ 6,881,663 ---------- -------- -------- -------- ---------- ----------- ---------- -------- -------- -------- ---------- ----------- The accompanying notes are an integral part of these financial statements.
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1994 ----------------------------------------------------------
M.S. Carriers, Inc. Common GIC Bond Equity Stock Fund Fund Fund Fund Total -------------- ---- ---- ------ ----- Additions to net assets attributed to: Contributions Participants $1,597,968 $ 264,007 $ 105,619 $ 214,776 $2,182,370 Employer 829,339 - - - 829,339 Rollovers from other plans 144,213 - - - 144,213 ---------- --------- --------- --------- ---------- 2,571,520 264,007 105,619 214,776 3,155,922 Investment income Dividends and interest 4,423 13,891 6,160 23,227 47,701 Net appreciation (depreciation) in fair value of investments (note 2) (43,978) - (8,185) (23,237) (75,400) ----------- --------- ---------- --------- ----------- (39,555) 13,891 (2,025) (10) (27,699) ----------- --------- ---------- --------- ----------- Total additions 2,531,965 277,898 103,594 214,766 3,128,223 Deductions from net assets attributed to: Benefits paid to participants (note 1) 1,161,934 4,829 9,247 10,396 1,186,406 Administrative expenses 188 - - - 188 ----------- --------- ---------- --------- ----------- Total deductions 1,162,122 4,829 9,247 10,396 1,186,594 ----------- --------- ---------- ---------- ----------- Net increase 1,369,843 273,069 94,347 204,370 1,941,629 Net assets available for benefits Beginning of year 6,525,117 158,831 64,623 133,092 6,881,663 ---------- --------- --------- --------- ----------- End of year $7,894,960 $ 431,900 $ 158,970 $ 337,462 $8,823,292 ---------- --------- --------- --------- ---------- ---------- --------- --------- --------- ---------- The accompanying notes are an integral part of these financial statements.
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1994 -------------------------------------------- Note 1 - Description of the Plan The following description of M.S. Carriers, Inc. Retirement Savings Plan provides only general information. Readers should refer to the Plan Agreement for a more complete description of the Plan's provisions. General The M.S. Carriers, Inc. Retirement Savings Plan (the Plan) is a defined contribution plan available to all full-time employees of M.S. Carriers, Inc. (the Company) who are eighteen years of age or older and who have completed six months of service. The Plan is qualified under section 401 of the Internal Revenue Code. The Plan is subject to the provisions of the Employment Retirement Income Security Act of 1974 (ERISA). Contributions Participants may defer up to 15% of their annual compensation subject to Internal Revenue Service limitations. The Company will match 50% of each participant's contribution up to a maximum of 3% of each participant's compensation. As required by the Plan, all Company matching contributions and rollover contributions are invested in the M.S. Carriers, Inc. Common Stock Fund. Participant accounts Participants may direct their contributions into four different investment funds which include the M.S. Carriers, Inc. Common Stock Fund, the GIC Fund, the Bond Fund, and the Equity Fund (see note 3). All Plan assets are held by Merrill Lynch Trust Company of America. The value of a participant's account is the contributions made on his or her behalf plus a proportionate interest in the investment earnings of the funds in which the contributions are invested. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Participants are immediately vested in their voluntary contributions plus earnings thereon. Participants vest in the Company's matching contributions and related earnings based upon years of service. A participant is 100% vested after five years of credited service. In the event of death, disability or normal retirement age (65), participants become 100% vested in all account balances. M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements (Continued) December 31, 1994 --------------------------------------------- Note 1 - Description of the Plan (continued) Forfeitures If an employee terminates before his or her matching contribution account has become fully vested, such portion of the account is forfeited. Participant forfeitures are applied to reduce the Company's matching contributions for the succeeding Plan year. Forfeitures totaled $55,459 in 1994. Plan termination The Company has the right to modify or terminate the Plan at any time, subject to the provisions of ERISA and the Plan Agreement. In the event of termination, the Plan provides that all affected participants' interests will become fully vested and nonforfeitable. Payment of benefits Participants may choose to receive account distributions either in the form of a lump sum payment or installments over a period of time as defined in the Plan Agreement. However, if the participant's vested balance does not exceed $3,500, the Plan requires that the distribution be made in the form of a lump sum payment without the consent of the participant. Administrative expenses The Company provides the Plan with certain management and administrative services for which no fees are charged. Note 2 - Summary of significant accounting policies Investments Investments are stated at their fair market value based upon published market quotes. Benefit payments Benefit payments to participants are recorded upon distribution. Interest and dividends Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements (Continued) December 31, 1994 --------------------------------------------- Note 3 - Investments Participants may direct their voluntary contributions into one of four investment options as follows: M.S. Carriers, Inc. Common Stock Fund - This fund invests solely in M.S. Carriers, Inc. common stock. GIC Fund - This fund invests primarily in guaranteed investment contracts through the Merrill Lynch Retirement Preservation Trust. Bond Fund - This fund invests in high yield government bonds, which involve moderate risk, through the Merrill Lynch Federal Securities Trust. Equity Fund - This fund invests in various common stocks and corporate bonds through the Merrill Lynch Capital Fund. As of December 31, 1994, the fair value of individual investments which represent five percent or more of the Plan's net assets is as follows: M.S. Carriers, Inc. Common Stock Fund $ 7,045,869 ------------ GIC Fund $ 390,022 ------------ Note 4 - Loans to participants Participants may borrow the lesser of $50,000 or 50% of their vested fund account balance. Loan repayment periods range from one to five years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the plan administrator. As of December 31, 1994, interest rates on loans to participants ranged from 7.25% to 9.5%. Principal and interest is repaid ratably through payroll deductions. Note 5 - Reconciliation of financial statements to Form 5500 The following is a reconciliation of net assets available for benefits for financial reporting purposes to the Form 5500 as of December 31, 1994: Net assets available for benefits for financial reporting purposes $ 8,823,292 Benefit claims payable to participants 240,403 ---------- Net assets per Form 5500 $ 8,582,889 ----------- ----------- M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements (Continued) December 31, 1994 -------------------------------------------- Note 6 - Tax status The Internal Revenue Service has, by a determination letter, informed the Company that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC), and are, therefore, not subject to tax under present income tax law. The Plan has been amended since receiving the determination letter. The Plan's management and administrator believe the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Note 7 - Subsequent event As of our report date, June 26, 1995, the current market quote for M.S. Carriers, Inc. common stock was $18.25 per share, as compared to $21.75 per share as of December 31, 1994. SUPPLEMENTAL SCHEDULES M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Item 27(a) - Schedule G, Part I - Schedule of Assets Held for Investment Purposes EIN: 62-1014070 / Plan Number: 002 December 31, 1994 ------------------------------------------------
Units/ Current (a) Shares (b) Identity of Issue/Description (d) Cost (e) Value - ---------- --------------------------------- --------- ---------- M.S. Carriers, Inc. Common Stock Fund ------------------------------------- *323,948 M.S. Carriers, Inc. common stock $5,544,316 $7,045,869 113,840 CMA Money Fund 113,840 113,840 ---------- ----------- 5,658,156 7,159,709 GIC Fund -------- 390,022 Merrill Lynch Retirement Preservation Trust 390,022 390,022 Bond Fund --------- 15,803 Merrill Lynch Federal Securities Trust 151,626 143,499 Equity Fund ----------- 11,889 Merrill Lynch Capital Fund 327,994 305,551 ---------- ------------ Total assets held for investment purposes $6,527,798 $7,998,781 ---------- ----------- ---------- ----------- * Represents a related party item.
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Item 27(d) - Schedule G, Part V - Schedule of Reportable Transactions EIN: 62-1014070 / Plan Number: 002 For the Year Ended December 31, 1994 --------------------------------------------------------------------- There were no category (i) or (ii) reportable transactions during the year ended December 31, 1994. - --------------------------------------------------------------------------------------------------- Category (iii) - Series of transactions in excess of 5% of Plan assets - ----------------------------------------------------------------------
Current Description Original Value on Identity of of Purchase Selling Cost of Transaction Net Gain (a) Party Involved (b)Transaction (c) Price (d) Price (g) Asset (h) Date (i) (Loss) -------------- --------------- ---------- -------- --------- ------------- --------- M.S. Carriers, Inc. 106,766 shares common stock (63 purchases) $2,496,068 $ $2,496,068 $2,496,068 $ - 86,536 shares (45 sales) - 1,860,230 1,367,320 1,860,230 492,910 CMA Money Fund 3,792,427 units (101 purchases) 3,792,427 - 3,792,427 3,792,427 - 3,723,501 units (108 sales) - 3,723,501 3,723,501 3,723,501 - There were no category (iv) reportable transactions during the year ended December 31, 1994. - --------------------------------------------------------------------------------------------
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