-----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, LSltajAgy15UPrcsWd42MFC1kx4sHJVfVB6nrzGrfGuBvkHxws/RZGANI1xYC+Zx vfOvHw6feoCk06SLGithqQ== /in/edgar/work/20000622/0001008886-00-000041/0001008886-00-000041.txt : 20000920 0001008886-00-000041.hdr.sgml : 20000920 ACCESSION NUMBER: 0001008886-00-000041 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMON TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0001000577 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 870545608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-50145 FILM NUMBER: 658726 BUSINESS ADDRESS: STREET 1: 4646 SOUTH 500 WEST STREET 2: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0247 BUSINESS PHONE: 8007779100 MAIL ADDRESS: STREET 1: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0297 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOYES JERRY C CENTRAL INDEX KEY: 0000901736 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 2200 S 75TH AVNEUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 2200 S 75TH AVNEUE CITY: PHOENIX STATE: AZ ZIP: 85038-9243 SC TO-T/A 1 0001.txt AMENDMENT #2 TO SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2)* SIMON TRANSPORTATION SERVICES INC. (Name of Subject Company (issuer)) JERRY MOYES (Offeror) Names of Filing Persons (identifying status as offeror, issuer or other person)) CLASS A COMMON SHARES, $0.01 Par Value CLASS B COMMON SHARES, $0.01 Par Value (Title of Class of Securities) 828813105 (CUSIP Number of Class of Securities) Jerry Moyes 2200 South 75th Avenue Phoenix, Arizona 85043 (623) 269-9700 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a Copy to: Earl H. Scudder, Esq. Scudder Law Firm, P.C. 411 South 13th Street Lincoln, Nebraska 68508 (402) 435-3223 Calculation of Filing Fee - --------------------------------- ---------------------- Transaction valuation* Amount of filing fee - --------------------------------- ---------------------- - --------------------------------- ---------------------- $36,830,913 $7,367 - --------------------------------- ---------------------- *Estimated for purposes of calculating the amount of the filing fee only. The filing fee calculation assumes the purchase of all outstanding shares of Class A Common Stock, par value $.01 (the "Class A Common Shares") and Class B Common Stock, par value $.01 (the "Class B Common Shares" and together with Class A Common Shares, the "Shares") of Simon Transportation Services Inc., a Nevada corporation (the "Company"), other than the 848,550 Shares deemed to be beneficially owned by the Filing Person and certain persons affiliated with him, at $7.00 per Share net to the seller in cash. According to the Company's Form 10-Q for the quarter ended December 31, 1999, there were 5,196,358 Class A Common Shares (including the 848,550 Shares deemed to be beneficially owned by the Filing Person and certain persons affiliated with the Filing Person), and 913,751 Class B Common Shares issued and outstanding. The total of 6,110,109 outstanding Shares, less the 848,550 Shares deemed to be beneficially owned by the Filing Person and certain persons affiliated with him, result in 5,261,559 Shares subject to the offer. Based on the foregoing, the transaction value is equal to the product of 5,261,559 Shares and $7.00 per Share. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [x] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $7,367 Form or Registration No.: Schedule TO Filing Party: Jerry Moyes Date Filed: May 23, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [x] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 SCHEDULE TO This Amendment No. 2 to the Schedule TO Tender Offer Statement (this "Amendment") relates to the offer by Jerry Moyes ("Purchaser") to purchase all outstanding shares of Class A Common Stock, par value $.01 (the "Class A Common Shares") and Class B Common Stock, par value $.01 (the "Class B Common Shares" and together with Class A Common Shares, the "Shares") of Simon Transportation Services Inc., a Nevada corporation (the "Company"), at $7.00 per Share (the "Offer Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 23, 2000, and in the related Letter of Transmittal (which together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented with the following information: (a) (1) (J) - Text of Press Release issued by Purchaser on June 22, 2000. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By: /s/ Mark A. Scudder Mark A. Scudder on behalf of Jerry Moyes, individually (Signature) Mark A. Scudder, under power of attorney (Name and title) June 22, 2000 (Date) 3 EX-99.A1J 2 0002.txt PRESS RELEASE DATED JUNE 22, 2000 Exhibit (a) (1) (J) JERRY MOYES EXTENDS TENDER OFFER FOR SIMON TRANSPORTATION SERVICES INC. FOR IMMEDIATE RELEASE: WEDNESDAY, JUNE 22, 2000 Phoenix, Az. (PR Newswire)--Jerry Moyes announced today that his tender offer for all outstanding shares of Class A and Class B Common Stock of Simon Transportation Services Inc. (Nasdaq: SIMN) at $7.00 per share net to the seller in cash has been extended until 5:00 p.m., Eastern time, on Friday, June 30, 2000. Approximately 1.3 million shares had been tendered through 5:00 p.m., Eastern time, June 21, 2000. The consent solicitation also remains ongoing. Mr. Moyes stated: "I am pleased by the response to my offer to date. The Simon Board and I are discussing a procedure for allowing me due diligence access to information concerning the company and other matters relating to my tender offer and consent solicitation. I expect a resolution of these discussions soon." "I am also pleased to report that on June 16, the Department of Justice and Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. This clears the major hurdle to satisfying the Antitrust Condition of my offer," Mr. Moyes continued. Other Important Information: This press release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any of the shares of Simon Transportation and is not a solicitation of a proxy or written consents. The offer to buy Simon Transportation shares is being made only pursuant to the Offer to Purchase and related materials that Mr. Moyes has sent to Simon Transportation stockholders and has filed as an exhibit to the tender offer statement. The tender offer statement and the consent solicitation materials contain important information that stockholders should consider before making any decision regarding their shares. You can obtain the tender offer statement, as well as other filings containing information about Mr. Moyes and Simon Transportation, without charge, at the Securities and Exchange Commission's Internet site (www.sec.gov). Copies of the tender offer statement and other SEC filings also will be available, without charge, from the Information Agent for the offer, as identified below: The information Agent for the Offer and the Consent Solicitation is: MacKenzie Partners, Inc. 156 Fifth Avenue New York, NY 10010 (212) 929-5500 (call collect) Call Toll-Free (800) 322-2885 Fax Number (212) 929-0308 -----END PRIVACY-ENHANCED MESSAGE-----