-----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, LZe8JhD6d3QN+Ud0U201mEAsg+67Cd1pPo6+cvMDWgmq6Ow1ZHBP1fzMn8gr8/s9 P80711zHwRFwMk/s3YLs7A== 0000950147-01-500554.txt : 20010315 0000950147-01-500554.hdr.sgml : 20010315 ACCESSION NUMBER: 0000950147-01-500554 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010314 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 000-14781 FILM NUMBER: 1567655 BUSINESS ADDRESS: STREET 1: 3171 DIRECTORS ROW CITY: MEMPHIS STATE: TN ZIP: 38116 BUSINESS PHONE: 9013322500 MAIL ADDRESS: STREET 1: 3171 DIRECTORS ROW CITY: MEMPHIS STATE: TN ZIP: 38116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION CO INC CENTRAL INDEX KEY: 0000863557 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860666860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1455 HUDA WAY CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 425 1 e-6493.txt 425 OF SWIFT TRANSPORTATION CO., INC. Filed by Swift Transportation Co., Inc. Commission File No. 0-18605 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: M.S. Carriers, Inc. Commission File No. 0-14781 Date: March 13, 2000 Certain information in this filing consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning Swift's future growth, Swift's projected revenues in 2003, Swift's ability to recruit and train qualified drivers, Swift's low operational costs, the benefits of Swift's terminal network, including fuel cost savings, Swift's use of guaranteed return agreements to lessen the impact of the declining used truck market, Swift's use of surcharges to lessen the impact of fuel price increases, the anticipated closing of the acquisition of M.S. Carriers in the second quarter of 2001, the integration of Swift and M.S. Carriers by January 2002, revenue synergies from cross-selling and growth in international business expected to result from the acquisition of M.S. Carriers, Swift's ability to address low freight demand by increasing business volume with existing customers and cross-selling to customers of M.S. Carriers, the acceleration of cost synergies associated with the acquisition of M.S. Carriers to 2002, savings in health and liability insurance expenses expected to result from the acquisition of M.S. Carriers, and future opportunities for well-capitalized trucking companies, including the elimination of competitors, the elimination of excess capacity, and increased driver availability. Such forward-looking statements are based upon the current beliefs and expectations of Swift's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. As to Swift's business and financial performance generally, the following factors, among others, could cause actual results to differ materially from those in forward-looking statements: excess capacity in the trucking industry; significant increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license and registration fees, insurance premiums, and driver compensation, to the extent not offset by increases in freight rates or fuel surcharges; an unanticipated number of claims for which Swift is self-insured; difficulty in attracting and retaining qualified drivers and owner operators, especially in light of the current shortage of qualified drivers and owner operators; recessionary economic cycles and downturns in customers' business cycles, particularly in market segments and industries (such as retail and manufacturing) in which Swift has a significant concentration of customers; a significant reduction in or termination of the Company's trucking services by a key customer; seasonal factors such as harsh weather conditions that increase operating costs; the inability of Swift to continue to secure acceptable financing arrangements; and the ability of Swift to continue to identify and combine acquisition candidates that will result in successful combinations. With respect to the proposed acquisition of M.S. Carriers, these risks and uncertainties include, but are not limited to, the following: the ability to obtain governmental approvals of the merger on the proposed terms and schedule; the failure of Swift's and M.S. Carriers' stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the revenue and other synergies and cost savings from the merger may not be fully realized or may take longer to realize than expected; fluctuating stock market levels that could cause Swift's stock value to be less than the current Swift or M.S. Carriers stock value; the difficulty the stock market may have in valuing the business model of the combined company; and disruption from the merger making it more difficult to maintain relationships with customers, employees, or suppliers. A discussion of these and other factors that could cause Swift's and M.S. Carriers results to differ materially from those described in the forward-looking statements can be found in the most recent Annual Reports on Forms 10-K of Swift and M.S. Carriers, filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov). The proposed merger transaction between Swift and M.S. Carriers will be submitted to the companies' stockholders for their consideration. Swift will file a registration statement on Form S-4 that will include a joint proxy statement/prospectus. Stockholders should read the joint proxy statement/prospectus regarding the proposed transaction that will be filed with the SEC and mailed to stockholders. The joint proxy statement/prospectus will contain important information that stockholders should consider. Stockholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Swift and M.S. Carriers, without charge, at the SEC's internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to: Swift Transportation Co., Inc., 2200 South 75th Avenue, Phoenix, AZ 85043, Attention: Chief Financial Officer (602-269-9700). Swift and M.S. Carriers and certain other persons named below may be deemed to be participants in the solicitation of proxies of Swift's and M.S. Carriers' stockholders to approve the transaction. The participants in this solicitation may include the directors and executive officers of Swift and M.S. Carriers. A detailed list of the names and interests of Swift's directors and officers is contained in Swift's proxy statement for its 2000 annual meeting, and a detailed list of the names and interests of M.S. Carriers' directors and officers is contained in M.S. Carriers' proxy statement for its 2000 annual meeting. As of the date of this communication, none of the foregoing participants individually beneficially owns in excess of 5% of Swift's common stock, or 5% of M.S. Carriers' common stock, except that Jerry Moyes, CEO of Swift beneficially owns more than 5% of the common stock of Swift and Michael S. Starnes, CEO of M.S. Carriers, beneficially owns more than 5% of the common stock of M.S. Carriers. Certain employees of M.S. Carriers, including participants, may receive accelerated vesting of their stock options in connection with the merger in accordance with their existing stock option agreements. In addition, certain officers of M.S. Carriers, as a condition to the closing of the merger, will enter into employment agreements that will become effective upon completion of the merger. A description of the employment agreements will be contained in the joint proxy statement/prospectus. The communication filed herewith is a slide presentation that Swift intends to utilize in meetings with investors, stockholders and analysts. SLIDE PRESENTATION OF SWIFT TRANSPORTATION CO., INC. SLIDE 1 Swift Transportation SLIDE 2 $2.5 Billion in 2003 (Projected Revenues) SLIDE 3 Critical Components Of The Plan * Drivers * Sales * Facilities * Management Team * Capital * Information Systems SLIDE 4 Competitive Strengths * "Broken record" * Ability to recruit and train qualified drivers * Low operational cost * Motivated sales force * Terminal network promotes entrepreneurial spirit SLIDE 5 Swift Game Plan 2000 No "Hail Mary" Passes, Just Simple Blocking and Tackling [Slide contains football graphics] SLIDE 6 Swift Has An Abundance of Growth Opportunities * Growth with Existing Accounts * Growth with New Accounts * Private Fleet Outsourcing * Opportunistic Acquisitions SLIDE 7 Growth In Customer Revenues 2000 vs. 1999 ------------- Top 5 Customers +26.5% 6-10 Customers +12.3% 11-15 Customer +55.6% 16-25 Customers +35.1% 26-50 Customers +37.8% Top 50 In Total +23.8% SLIDE 8 Mix of Top 50 Customers: Year 2000 Retailers: 46.2% Manufacturing 19.1% Paper Products 14.2% Grocery Products 10.7% Logistics 7.5% Building Materials 1.0% Beverage & Beverage Container 1.4% SLIDE 9 Swift Provides Regional Service On A Nationwide Basis [Slide contains a map indicating the Swift terminal locations.] SLIDE 10 Swift's Terminal Network Enables . . . . * Local Market Presence * Rapid Response to Changing Customer Needs * "Core Carrier" Trucking Services to Multi-Regional and National Shippers * Enhanced Driver Recruitment and Retention * Reduced Fuel Costs * Expedited Maintenance SLIDE 11 Financial Review [Slide contains graphics of a Swift tractor-trailer.] SLIDE 12 Heating Oil Futures Dollars Per Barrel (As of February 1, 2001) [Heating Oil Futures are standardized, transferable, exchange-traded contracts that require the delivery of diesel fuel at a fixed price on a specified future date. Heating Oil Futures are used by some diesel fuel purchasers as risk management vehicles to limit their exposure to future increases in the price of diesel fuel.] March 2001 $0.8224 April 2001 $0.7936 May 2001 $0.7696 June 2001 $0.7551 July 2001 $0.7486 August 2001 $0.7481 September 2001 $0.7526 October 2001 $0.7571 November 2001 $0.7616 December 2001 $0.7656 January 2002 $0.7636 February 2002 $0.7521 March 2002 $0.7286 April 2002 $0.7046 May 2002 $0.6811 June 2002 $0.6681 SLIDE 13 National Fuel Index [The National Fuel Index is a measure of the average price (in dollars per gallon) of diesel fuel in the United States. This slide contains a bar graph that illustrates fluctuations in the National Fuel Index from slightly under 1 in January 1999 to slightly below 1.6 in December 2000.] SLIDE 14 4th Quarter & Year
10-1 to 12-31, 10-1 to 12-31, 1-1 to 12-31, 1-1 to 12-31, 2000* 1999* % change 2000* 1999 % change ----- ----- -------- ----- ---- -------- Revenues $330.0 $284.3 +16.1% $1,258.7 $1,016.2 +18.6% Operating Income $20.1 $30.7 $99.7 $116.4 Net Earnings $10.1 $18.5 $52.6 $66.8 Earnings Per Share $.16 $.28 $.82 $1.02 Operating Ratio 93.9% 89.2% 92.1% 89.0%
*Unaudited SLIDE 15 Revenues In Millions 23.4% Compound Annual Growth Rate 1991 $ 190 1992 $ 233 1993 $ 277 1994 $ 366 1995 $ 458 1996 $ 562 1997 $ 714 1998 $ 873 1999 $1,061 2000* $1,259 *Unaudited SLIDE 16 Revenue Growth 1990-91 21.8% 1991-92 22.6% 1992-93 18.7% 1993-94 32.1% 1994-95 25.2% 1995-96 22.7% 1996-97 26.9% 1997-98 22.4% 1998-99 21.5% 1999-2000* 18.6% *Unaudited SLIDE 17 Net Earnings In Millions 1991 $ 6.5 1992 $ 9.8 1993 $12.3 1994 $22.6 1995 $23.0 1996 $27.4 1997 $41.6 1998 $55.5 1999 $66.8 2000* $52.6 *Unaudited SLIDE 18 Earnings Per Share In Dollars 1st Quarter* 1996 .04 1997 .10 1998 .14 1999 .19 2000 .17 2nd Quarter* 1996 .12 1997 .16 1998 .21 1999 .27 2000 .26 3rd Quarter* 1996 .16 1997 .20 1998 .24 1999 .29 2000 .24 4th Quarter* 1996 .15 1997 .18 1998 .25 1999 .28 2000 .16 Yearly Total 1996 .47 1997 .64 1998 .85 1999 1.02 2000* .82 *Unaudited SLIDE 19 Operating Ratio As of 12/31 except as noted 1991 93.1 1992 92.2 1993 92.1 1994 88.8 1995 89.9 1996 90.5 1997 89.6 1998 88.7 1999 89.0 2000* 92.1 *Unaudited SLIDE 20 Debt To Total Capitalization As of 12/31 Except As Noted, Including Operating Line 1993 28.1% 1994 45.7% 1995 40.5% 1996 18.3% 1997 22.6% 1998 30.5% 1999 30.0% 2000* 39.6% *Unaudited SLIDE 21 Strong Financial Position In Millions As of December 31, 2000 Total Debt (Including Operating Line)* $286.6 Equity* $436.7 Total Capitalization* $723.3 Debt to Capital Ratio* 39.6% *Unaudited SLIDE 22 Our Mission Our fundamental objective is to provide Total Satisfaction to our employees, customers and shareholders. Our Goal . . .Continuous Improvement SLIDE 23 Our Pillars Of Success * Customers * Employees * Safety * Equipment * Financial Stability SLIDE 24 [This slide contains graphics of a scale with a person outweighing tractor-trailers.] SLIDE 25 New Truck Orders January 1999 9,731 February 1999 26,078 March 1999 30,051 April 1999 20,312 May 1999 24,163 June 1999 26,019 July 1999 19,202 August 1999 16,450 September 1999 18,706 October 1999 17,117 November 1999 16,618 December 1999 10,956 January 2000 17,643 February 2000 13,699 March 2000 11,565 April 2000 11,500 May 2000 9,942 June 2000 14,172 July 2000 8,736 August 2000 11,850 September 2000 11,302 October 2000 9,844 November 2000 8,422 December 2000 9,902 SLIDE 26 Industry Challenges * Economy a. Consumer Confidence b. Disposable Income * Fuel * Drivers * Used Truck Values * Insurance SLIDE 27 [This slide contains an article written by Howard S. Abramson entitled "Trucking Faces Upheaval From Used Truck Glut, Hebe Says". The article was printed in the January 29, 2001 edition of TRANSPORT TOPICS.] SLIDE 28 [Abramson, Howard. "Trucking Faces Upheaval From Used Truck Glut, Hebe Says." TRANSPORT TOPICS. January 29, 2001. (Continued).] SLIDE 29 The Swift Advantage Industry Challenge Swift Advantage ------------------ --------------- Freight Demand growth with existing customers and cross selling MSCA Customers Used Truck Market guarantee return agreements Fuel Prices terminal fuel: $.05 to $.08 per gallon cheaper and strong surcharge program Credit Squeeze strong balance sheet Insurance significant savings for health and liability following combination with MSCA SLIDE 30 Pending MSCA Merger* * Closing anticipated last of Q2 * Integration faster than expected: 1/1/02 * Revenue synergies remain intact from cross-selling and growth in international business * Cost synergies accelerated to 2002 * Transplace ownership 30% (pre-employee dilution) *Subject to conditions, including Hart-Scott-Rodino and stockholder approval SLIDE 31 State of the Industry * Tough Trucking * Record Trucking Company Failures * Expecting Depressed 1H 2001 earnings * Opportunity for Well-capitalized survivors: - Eliminate competitors - Eliminate excess capacity of trucks from market - Increase driver availability SLIDE 32 Swift Transportation -----END PRIVACY-ENHANCED MESSAGE-----