-----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, UKKMfDjFWnPP6AdqHXUilFPYfGXCajwpv+LpBf0GMdpoBMzAJ7BvAdAIlidAtOHW T+k1qqaBgvFs8xIH0M1UaQ== 0001008886-01-000030.txt : 20010424 0001008886-01-000030.hdr.sgml : 20010424 ACCESSION NUMBER: 0001008886-01-000030 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010420 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: 1607795 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 0001.txt 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: April 20, 2001 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 projected earnings and financial performance, recent trends in freight demand, Swift's ability to recruit and train qualified drivers, anticipated fuel prices, the proposed acquisition of M.S. Carriers, expected synergies and forecasts regarding the integration of M.S. Carriers' operations with Swift's, and other information. Such 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; 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; increases in driver compensation to the extent not offset by increases in freight rates; the inability of Swift to continue to secure acceptable financing arrangements; the ability of Swift to continue to identify and combine acquisition candidates that will result in successful combinations, including Swift's pending merger with M.S. Carriers, Inc.; increases in claims or the cost of insurance; and competition from trucking, rail and intermodal competitors. With respect to the proposed acquisition of M.S. Carriers, Inc. these risks and uncertainties include: 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 or that integration costs will exceed our estimates; 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; 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). Swift undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, nothing herein shall constitute adoption or approval of any analyst report regarding Swift, nor any undertaking to update or comment upon analysts' expectations in the future. The proposed merger transaction between Swift and M.S. Carriers will be submitted to the companies' stockholders for their consideration. Swift has filed a registration statement on Form S-4 that includes a joint proxy statement/prospectus. STOCKHOLDERS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION THAT HAS BEEN FILED WITH THE SEC AND WILL BE MAILED TO STOCKHOLDERS. THE JOINT PROXY STATEMENT/PROSPECTUS CONTAINS 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 is contained in the joint proxy statement/prospectus. The communication filed herewith is a press release of Swift issued April 19, 2001. SWIFT TRANSPORTATION CO., INC. REPORTS FIRST QUARTER RESULTS Phoenix, AZ - April 19, 2001 -- Swift Transportation Co., Inc. (NASDAQ-NMS: SWFT) today announced its results for the first quarter ended March 31, 2001. Revenues for the three months ended March 31, 2001, increased 12.3% to $327.4 million, compared with $291.5 million for the corresponding quarter of 2000. Net earnings decreased to $1.2 million or 2 cents per share, compared to $10.7 million or 17 cents per share for the three months ended March 31, 2000. The gain from the sale of equipment was $960,000 this quarter versus $4.6 million in 2000 as we sold 720 tractors and trailers in the quarter versus 2,241 tractors and trailers in 2000. The lower gain on sale of revenue equipment reduced our 2001 results by approximately 3 cents per share compared to 2000. The waiting periods required under the Hart-Scott-Rodino Act for the pending merger with M.S. Carriers have expired and Swift has filed a joint proxy/registration statement on Form S-4 and expects to complete the merger this summer. Jerry Moyes, Chairman and Chief Executive Officer, said, "As we previously announced, the weak freight environment, which is affecting the entire trucking industry, significantly impacted our financial results for the quarter. We continued to gain market share, as revenue grew by 12.3%. However, net earnings were impacted by an increased deadhead percentage and decreased utilization. On a positive note, in the quarter we experienced continued success in recruiting drivers and a slight reduction in fuel cost per gallon versus the fourth quarter of 2000." Swift will hold a conference call to discuss these results at 4:30 PM Eastern Daylight time on Monday April 23, 2001. Individuals with questions may dial in at 877-888-4210. For others, the conference call will be broadcast live on the Internet at http://www.streetevents.com/ and may also be accessed through the Company's web site, http://www.swifttrans.com/. Replays will be available on these websites for one week. This news release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "projects," "expects" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning Swift's projected earnings and financial performance, recent trends in freight demand, Swift's ability to recruit and train qualified drivers, anticipated fuel prices, the proposed acquisition of M.S. Carriers, expected synergies and forecasts regarding the integration of M.S. Carriers' operations with Swift's, and other information. Such 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; 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; seasonal factors such as harsh weather conditions that increase operating costs; increases in driver compensation to the extent not offset by increases in freight rates; the inability of Swift to continue to secure acceptable financing arrangements; the ability of Swift to continue to identify and combine acquisition candidates that will result in successful combinations; an unanticipated increase in the number of claims for which Swift is self insured; competition from trucking, rail and intermodal competitors; and a significant reduction in or termination of Swift's trucking services by a key customer. With respect to the proposed acquisition of M.S. Carriers, these risks and uncertainties include: 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 or that integration costs will exceed our estimates; 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; 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 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). Swift undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, nothing herein shall constitute adoption or approval of any analyst report regarding Swift, nor any undertaking to update or comment upon analysts' expectations in the future. The proposed merger with M.S. Carriers will be submitted to Swift's and M.S. Carriers' 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. Swift is the holding company for Swift Transportation Co., Inc., a truckload carrier headquartered in Phoenix, Arizona. Swift is the third largest publicly-held national truckload carrier in the United States with regional operations throughout the continental United States. Condensed, consolidated statements of earnings for the three month periods ended March 31, 2001 and 2000 are as follows:
Swift Transportation Co., Inc. and Subsidiaries Condensed Consolidated Statements of Earnings (unaudited) (in thousands, except per share amounts) Three months ended March 31, 2001 2000 ---- ---- Operating revenue $ 327,411 $ 291,522 Operating expenses: Salaries, wages and employee benefits 126,542 103,606 Operating supplies and expenses 28,715 23,754 Fuel 46,541 39,786 Purchased transportation 57,431 55,209 Rental expense 20,178 14,158 Insurance and claims 8,898 8,918 Depreciation and amortization 18,606 13,644 Communication and utilities 4,393 3,854 Operating taxes and licenses 9,156 8,482 ----------- ----------- Total operating expenses 320,460 271,411 ----------- ----------- Operating income 6,951 20,111 Interest expense (net) 4,750 3,000 Other expense (income) 315 (244) ----------- ----------- Earnings before income taxes 1,886 17,355 Income taxes 730 6,700 ----------- ----------- Net earnings $ 1,156 $ 10,655 =========== =========== Diluted earnings per share $ .02 $ .17 =========== =========== Shares used in per share calculations 64,606 64,050 =========== ===========
Contact: Jerry Moyes, President, or Bill Riley, CFO of Swift Transportation (602) 269-9700
Swift Transportation Co., Inc. and Subsidiaries Operating Statistics (Excluding Fuel Surcharge) Three months ended March 31, 2001 2000 ---- ---- Total Miles * 259,424 232,048 Loaded Miles * 217,873 199,213 Trucking Revenue * $ 303,334 $ 269,099 Revenue per Tractor per day $ 471 $ 481 Revenue per loaded mile $ 1.3923 $ 1.3508 Average Linehaul Tractors 10,072 8,606 Deadhead Percentage 16.02% 14.15% Period End Linehaul Tractor Count Company 8,224 7,023 Owner Operator 2,160 1,908 ------------- ------------- Total 10,384 8,931 ------------- -------------
* In Thousands This press release is being filed with the SEC pursuant to Rule 425 under the Securities Act of 1933. -----END PRIVACY-ENHANCED MESSAGE-----