-----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, Aj734nM+5hYZm3PvxKZde7ZVjec0hCky9kiWPEetDdHPMxFDbBFhwx5vj9s2OUs3 pUe6APG2uqKI+H5GE78IMA== 0001008886-01-000019.txt : 20010326 0001008886-01-000019.hdr.sgml : 20010326 ACCESSION NUMBER: 0001008886-01-000019 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010323 SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 000-18605 FILM NUMBER: 1578128 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 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: March 23, 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 future growth, Swift's projected revenues, Swift's ability to recruit, train and retain qualified drivers, Swift's low operational costs, the benefits of Swift's terminal network, industry challenges generally, the industry challenges that affect Swift, the pending merger with M.S. Carriers, Inc., projected revenue and cost benefits of the merger, and the pro forma ranking of the merged companies in various industry categories. 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 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 SLIDE 1 Swift Transportation Past Results Present Challenges M.S. Acquisition Expectations after Completion SLIDE 2 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 3 Revenue Growth (Year Over Year) 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 4 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 5 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 SLIDE 6 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 7 Strong Financial Position In Millions December 31, 2000 Total Debt* $286.6 (Including Operating Line) Equity* $436.7 Total Capitalization* $723.3 Debt to Capital Ratio* 39.6% *Unaudited SLIDE 8 Present Challenges SLIDE 9 Industry Challenges o Economy a. Consumer Confidence b. Disposable Income o Fuel o Drivers o Used Truck Values o Insurance o Interest Rates SLIDE 10 New Truck Orders January 1999 19,731 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 *Est. SLIDE 11 [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 Transport Topics, Week of January 29, 2001 edition.] SLIDE 12 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 13 Swift not affected except - Economy SLIDE 14 Competitors - Bankruptcy Total Trucking Failures (on a quarterly basis) vs. Average Retail Diesel Fuel Price (Including Taxes) Slide contains chart demonstrating the correlation between total trucking failures and average retail diesel fuel prices Source: A.G. Edwards, American Trucking Association, and DunBradstreet SLIDE 15 M.S. Acquisition o Close by July 1, 2001 o Run as subsidiary through Jan 1, 2002 o Plan to have fully integrated by Jan 1, 2002 o Largest, etc. - Number 1 in revenue - Number 1 in earnings - Number 1 in tractors - Number 1 in trailers - Number 1 stockholder equity - Number 1 in market value o Mexico SLIDE 16 Expectations after Completion SLIDE 17 Growth In Customer Revenues 2000 vs. 1999 Top 5 Customers +26.5% 6-10 Customers +12.3% 11-15 Customers +55.6% 16-25 Customers +35.1% 26-50 Customers +37.8% Top 50 In Total +23.8% SLIDE 18 Top 5 Customers Swift M.S. Carriers ----- ------------- Kmart Sears Target Federal Express Costco Philips Electronics Sears Family Dollar - Dedicated WalMart Home Depot SLIDE 19 Savings o Bulk fuel - $2.5 million o Fuel economy o Insurance o Personnel o Terminals, drop lots, security o Purchasing power o Better balance of freight SLIDE 20 Insurance Swift M.S. 1996 3.6% 5.5% 1997 3.2% 4.4% 1998 2.8% 3.9% 1999 2.6% 3.5% 2000 2.4% 3.3% SLIDE 21 Operating Ratio - Swift & M.S. Swift M.S. 1996 90.5 93.0 1997 89.6 91.6 1998 88.7 91.1 1999 89.0 90.9 2000 92.1 94.0 -----END PRIVACY-ENHANCED MESSAGE-----