-----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, J81xosxAh1+RvUn9p6J32Lfw6ikVEiA2KoaqUKJd16Ter/lOy66Li9QAIKkELUFr Y4P2ynu/OR78qmz7wVAHXA== 0000790372-96-000008.txt : 19960701 0000790372-96-000008.hdr.sgml : 19960701 ACCESSION NUMBER: 0000790372-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14781 FILM NUMBER: 96588384 BUSINESS ADDRESS: STREET 1: 3171 DIRECTORS ROW STREET 2: P O BOX 30788 CITY: MEMPHIS STATE: TN ZIP: 38131 BUSINESS PHONE: 9013322500 11-K 1 Securities and Exchange Commission Washington, D.C. 20549 Form 11-K (X) Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1995 ( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period _____________ to ________________ Commission file number 0-14781 A. Full Title of Plan: M.S. Carriers, Inc. Retirement Savings Plan B. Name of Issuer: M.S. Carriers, Inc. Address of Issuer: 3171 Directors Row Memphis, TN 38116 M.S. CARRIERS, INC.'S RETIREMENT SAVINGS PLAN REQUIRED INFORMATION Page ---- Independent Auditor's Report 2 Statement of Net Assets Available for Benefits with Fund Information - December 31, 1995 3 Statement of Net Assets Available for Benefits with Fund Information - December 31, 1994 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1995 5 Notes to Financial Statements 6-9 Supplemental Schedules Item 27(a) - Schedule G, Part I - Schedule of Assets Held for Investment Purposes 10 Item 27(d) - Schedule G, Part V - Schedule of Reportable Transactions 11 Consent of Independent Accountants 12 Signatures 13 - 1 - Independent Auditor's Report - ---------------------------- To The Trustees M.S. Carriers, Inc. Retirement Savings Plan Memphis, Tennessee We have audited the accompanying statements of net assets available for benefits with fund information of M.S. Carriers, Inc. Retirement Savings Plan as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1995. 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 audits. We conducted our audits 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 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 M.S. Carriers, Inc. Retirement Savings Plan at December 31, 1995 and 1994, and the changes in its net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1995 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 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 financial statements taken as a whole. The Thompson Group, PLC June 26, 1996 - 2 - M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1995 -------------------------------------------------
M.S. Carriers, Inc. Common GIC Bond Equity Participant Stock Fund Fund Fund Fund Loans Total -------------- ------ ------ ------- ------ ------------ Assets Cash $ 15,581 $ - $ - $ - $ - $ 15,581 Investments (notes 2, 3 and 4) M.S. Carriers, Inc. common stock 8,038,760 - - - - 8,038,760 CMA Money Fund 254,591 - - - - 254,591 Merrill Lynch Retirement Preservation Trust - 726,184 - - - 726,184 Merrill Lynch Federal Securities Trust - - 291,223 - - 291,223 Merrill Lynch Capital Fund - - - 687,531 - 687,531 Loans to participants - - - - 1,206,658 1,206,658 ---------- -------- -------- -------- ---------- ---------- 8,293,351 726,184 291,223 687,531 1,206,658 11,204,947 Receivables Participant contributions 86,457 14,459 5,499 15,164 - 121,579 Employer contributions 81,430 - - - - 81,430 Accrued income 110 330 - - - 440 ------ ----- ----- ----- ------ ------ 167,997 14,789 5,499 15,164 - 203,449 ------- ------ ----- ------ ------ ------- Net assets available for benefits $8,476,929 $740,973 $296,722 $702,695 $1,206,658 $ 11,423,977 ---------- -------- -------- -------- ---------- ----------- ---------- -------- -------- -------- ---------- ----------- The accompanying notes are an integral part of these financial statements. - 3 -
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1994 -------------------------------------------------
M.S. Carriers, Inc. Common GIC Bond Equity Participant Stock Fund Fund Fund Fund Loans Total -------------- ------ ------ ------- ------ ------------ Assets Investments (notes 2, 3 and 4) M.S. Carriers, Inc. common stock 7,045,869 - - - - 7,045,869 CMA Money Fund 113,840 - - - - 113,840 Merrill Lynch Retirement Preservation Trust - 390,022 - - - 390,022 Merrill Lynch Federal Securities Trust - - 143,499 - - 143,499 Merrill Lynch Capital Fund - - - 305,551 - 305,551 Loans to participants - - - - 779,634 779,634 ---------- -------- -------- -------- ---------- ---------- 7,159,709 390,022 143,499 305,551 779,634 8,778,415 Receivables Participant contributions 19,117 3,736 1,529 2,171 - 26,553 Employer contributions 18,176 - - - - 18,176 Accrued income 32 116 - - - 148 ------ ----- ----- ----- ------ ------ 37,325 3,852 1,529 2,171 - 44,877 ------- ------ ----- ------ ------ ------- Net assets available for benefits $7,197,034 $393,874 $145,028 $307,722 $ 779,634 $ 8,823,292 ---------- -------- -------- -------- ---------- ----------- ---------- -------- -------- -------- ---------- ----------- The accompanying notes are an integral part of these financial statements. - 4 -
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, 1995 ----------------------------------------------------------
M.S. Carriers, Inc. Common GIC Bond Equity Participant Stock Fund Fund Fund Fund Loans Total -------------- ---- ---- ------ ---------- ------------ Additions to net assets attributed to: Contributions Participants $1,893,113 $ 403,879 $ 151,631 $ 308,754 $ - $ 2,757,377 Employer 1,049,375 - - - - 1,049,375 Rollovers from other plans 218,691 - - - - 218,691 ---------- --------- --------- --------- ---------- ----------- 3,161,179 403,879 151,631 308,754 - 4,025,443 Investment income (note 2) Dividends and interest 13,823 29,923 15,147 66,499 82,279 207,671 Net appreciation (depreciation) in fair value of investments (646,860) - 14,960 68,709 - (563,191) ----------- --------- ---------- --------- ---------- ----------- (633,037) 29,923 30,107 135,208 82,279 (355,520) ----------- --------- ---------- --------- ----------- ----------- Total additions 2,528,142 433,802 181,738 443,962 82,279 3,669,923 Deductions from net assets attributed to: Benefits paid to participants (notes 1 and 2) (961,762) (61,693) (20,040) (25,743) - (1,069,238) ----------- --------- ---------- --------- ----------- ----------- Net increase prior to interfund transfers 1,566,380 372,109 161,698 418,219 82,279 2,600,685 Interfund transfers (286,485) (25,010) (10,004) (23,246) 344,745 - ----------- --------- ---------- --------- ----------- ----------- Net increase 1,279,895 347,099 151,694 394,973 427,024 2,600,685 Net assets available for benefits Beginning of year 7,197,034 393,874 145,028 307,722 779,634 8,823,292 ---------- --------- --------- --------- ----------- ----------- End of year $8,476,929 $ 740,973 $ 296,722 $ 702,695 $1,206,658 $11,423,977 ---------- --------- --------- --------- ---------- ------------ ---------- --------- --------- --------- ---------- ------------ The accompanying notes are an integral part of these financial statements. - 5 -
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1995 and 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(k) of the Internal Revenue Code. The Plan is subject to the provisions of the Employee 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. 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 $69,657 in 1995 and $55,459 in 1994. - 6 - M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements (Continued) December 31, 1995 and 1994 --------------------------------------------- Note 1 - Description of the Plan (continued) 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. At present, the Company has no plans or intentions to terminate the Plan. 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 fair value and represent the Plan's share of the market value of fund holdings or are based upon quoted market prices. Participant notes receivable are valued at cost which approximates fair value. Interest and dividends Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. Benefit payments Benefit payments to participants are recorded upon distribution. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. - 7 - M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements (Continued) December 31, 1995 and 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, 1995, 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 $ 8,038,760 Loans to participants 1,206,658 Merrill Lynch Retirement Preservation Trust 726,184 Merrill Lynch Capital Fund 687,531 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, 1995, interest rates on loans to participants ranged from 7.25% to 10%. Principal and interest is repaid ratably through payroll deductions. Note 5 - Reconciliation to Form 5500 The following is a reconciliation of net assets available for benefits for financial reporting purposes to the Form 5500 as filed by the Plan for the years ended December 31, 1995 and 1994:
1995 1994 ------------- ------------ Net assets available for benefits for financial reporting purposes $ 11,423,977 $ 8,823,292 Benefit claims payable to participants 133,490 240,403 ----------- ---------- Net assets per Form 5500 $ 11,290,487 $ 8,582,889 ----------- ---------- ----------- ---------- - 8 -
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements (Continued) December 31, 1995 and 1994 -------------------------------------------- Note 5 - Reconciliation to Form 5500 (continued) The following is a reconciliation of benefits paid to participants for financial reporting purposes to the Form 5500 as filed by the Plan for the years ended December 31, 1995 and 1994: 1995 1994 -------------- -------------- Benefits paid to participants for financial reporting purposes $ 1,069,238 $ 1,186,406 Add: Benefit claims payable to participants in current year 133,490 240,403 Less: Benefit claims payable to participants in prior year (240,403) (132,989) ----------- ----------- Benefits paid to participants per Form 5500 $ 962,325 1,293,820 ----------- ----------- ----------- ----------- Pending distributions to participants who elected to withdraw from the Plan are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statement of net assets available for benefits in accordance with generally accepted accounting principles. 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 - Concentration of market risk As of December 31, 1995, the Plan, under the direction of the participants, has invested a majority of its assets in M.S. Carriers, Inc. common stock. This investment in M.S. Carriers, Inc. common stock approximates 70% of the Plan's net assets available for benefits. As a result of this concentration, any significant reduction in the market value of this stock could adversely affect individual participant accounts and the net assets of the Plan. - 9 - 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, 1995 ------------------------------------------------
Units/ Current (a) Shares (b) Identity of Issue/Description (d) Cost (e) Value - ---------- --------------------------------- --------- ---------- M.S. Carriers, Inc. Common Stock Fund ------------------------------------- *401,938 M.S. Carriers, Inc. common stock $7,296,442 $8,038,760 254,591 CMA Money Fund 254,591 254,591 ---------- ----------- 7,551,033 8,293,351 GIC Fund -------- 726,184 Merrill Lynch Retirement Preservation Trust 726,184 726,184 Bond Fund --------- 29,777 Merrill Lynch Federal Securities Trust 284,433 291,223 Equity Fund ----------- 22,505 Merrill Lynch Capital Fund 644,155 687,531 Loans to Participants --------------------- Loans to participants, interest rates ranging from 7.25% to 10% - 1,206,658 ---------- ---------- Total assets held for investment purposes $ 9,205,805 $11,204,947 ---------- ----------- ---------- ----------- * Represents a related party item. - 10 -
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, 1995 --------------------------------------------------------------------- There were no category (i) or (ii) reportable transactions during the year ended December 31, 1995. - --------------------------------------------------------------------------------------------------- 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. 168,278 shares common stock (56 purchases) $3,373,693 $ $3,373,693 $3,373,693 $ - 90,288 shares (68 sales) - 1,733,942 1,621,566 1,733,942 112,376 CMA Money Fund 5,218,097 units (105 purchases) 5,218,097 - 5,218,097 5,218,097 - 5,077,346 units (128 sales) - 5,077,346 5,077,346 5,077,346 - GIC Fund - Merrill Lynch Retirement Preservation Trust 428,361 units (298 purchases) 428,361 - 428,361 428,361 - 92,200 units (13 sales) - 92,200 92,200 92,200 - There were no category (iv) reportable transactions during the year ended December 31, 1995. - --------------------------------------------------------------------------------------------
- 11 - 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 11-K of M.S. Carriers, Inc. for the year ended December 31, 1995. The Thompson Group, PLC Memphis, Tennessee June 26, 1995 - 12 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. M.S. Carriers, Inc. Retirement Savings Plan Date: June 28, 1995 M.S. Carriers, Inc. By: /s/ Dwight M. Bassett Dwight M. Bassett Its: Controller -----END PRIVACY-ENHANCED MESSAGE-----