-----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, M2rO7aN9S/Llc7UXpXxYnBTnIEbVDGtnAO0l8k0YDELeFzZRcb7hC9o0yXRbAcEs xcodsonyNBtFtGaebnWrIQ== /in/edgar/work/20000721/0001008886-00-000057/0001008886-00-000057.txt : 20000921 0001008886-00-000057.hdr.sgml : 20000920 ACCESSION NUMBER: 0001008886-00-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000721 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 13D/A SEC ACT: SEC FILE NUMBER: 005-50145 FILM NUMBER: 677047 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 13D/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 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* SIMON TRANSPORTATION SERVICES INC. (Name of Issuer) CLASS A COMMON STOCK, $0.01 Par Value (Title of Class of Securities) 828813105 (CUSIP Number) Jerry Moyes 2200 South 75th Avenue Phoenix, AZ 85043 (623) 269-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 19, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 SCHEDULE 13D CUSIP NO. 828813105 ________________________________________________________________________________ (1) Names of Reporting Persons Jerry Moyes I.R.S. Identification Nos. of Above Persons (entities only) ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] ________________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________________ (4) Sources of Funds (See Instructions) PF and BK ________________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ________________________________________________________________________________ (6) Citizenship or Place of Organization United States of America ________________________________________________________________________________ NUMBER OF (7) Sole Voting Power 826,898* SHARES _________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________ EACH (9) Sole Dispositive Power 826,898* REPORTING _________________________________________ PERSON WITH (10) Shared Dispositive Power ________________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 826,898 ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 15.9% of Class A Common Shares ________________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN ________________________________________________________________________________ _________________________ *As to 666,398 Shares, together with wife, Vickie Moyes, as trustees. Page 2 of 10 SCHEDULE 13D CUSIP NO. 828813105 ________________________________________________________________________________ (1) Names of Reporting Persons SME Steel Contractors, Inc. I.R.S. Identification Nos. of Above Persons (entities only) 87-0495960 ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] ________________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________________ 4) Sources of Funds (See Instructions) WC ________________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ________________________________________________________________________________ (6) Citizenship or Place of Organization Utah ________________________________________________________________________________ NUMBER OF (7) Sole Voting Power 300,000 SHARES ________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY ________________________________________ EACH (9) Sole Dispositive Power 300,000 REPORTING ________________________________________ PERSON WITH (10) Shared Dispositive Power ________________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 5.8% of Class A Common Shares ________________________________________________________________________________ (14) Type of Reporting Person (See Instructions) CO ________________________________________________________________________________ Page 3 of 10 SCHEDULE 13D CUSIP NO. 828813105 ________________________________________________________________________________ (1) Names of Reporting Persons The Jerry and Vickie Moyes Family Trust Dated 12/11/87 I.R.S. Identification Nos. of Above Persons (entities only) ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] ________________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________________ (4) Sources of Funds (See Instructions) PF ________________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ________________________________________________________________________________ (6) Citizenship or Place of Organization United States of America ________________________________________________________________________________ NUMBER OF (7) Sole Voting Power 666,398 SHARES ________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY ________________________________________ EACH (9) Sole Dispositive Power 666,398 REPORTING ________________________________________ PERSON WITH (10) Shared Dispositive Power ________________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 666,398 ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 12.8% of Class A Common Shares ________________________________________________________________________________ (14) Type of Reporting Person (See Instructions) OO ________________________________________________________________________________ Page 4 of 10 SCHEDULE 13D CUSIP NO. 828813105 ________________________________________________________________________________ (1) Names of Reporting Persons Vickie Moyes I.R.S. Identification Nos. of Above Persons (entities only) ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] ________________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________________ (4) Sources of Funds (See Instructions) PF ________________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ________________________________________________________________________________ (6) Citizenship or Place of Organization United States of America ________________________________________________________________________________ NUMBER OF (7) Sole Voting Power 666,398** SHARES ________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY ________________________________________ EACH (9) Sole Dispositive Power 666,398** REPORTING ________________________________________ PERSON WITH (10) Shared Dispositive Power ________________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 666,398 ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 12.8% of Class A Common Shares ________________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN ________________________________________________________________________________ Page 5 of 10 _______________________ **Together with husband, Jerry Moyes, as trustees. SCHEDULE 13D This Amendment No. 7 to Schedule 13D hereby amends the Schedule 13D dated August 26, 1999, filed by Jerry Moyes and SME Steel Contractors, Inc. (the "Original Filers"), as previously amended by Amendment No. 1 dated August 31, 1999, Amendment No. 2 dated November 19, 1999, Amendment No. 3 dated May 23, 2000, Amendment No. 4 dated June 30, 2000, Amendment No. 5 dated July 10, 2000, and Amendment No. 6 dated July 13, 2000 (the "Schedule 13D"). Amendment No. 2 added two new filers, The Jerry & Vickie Moyes Family Trust Dated 12/11/87, and Vickie Moyes (the "New Filers"; the Original Filers and the New Filers, together, the "Filing Persons"). This Amendment No. 7 further amends the Schedule 13D as described below. ITEM 1. SECURITY AND ISSUER Class A Common Stock, par value $0.01 (the "Shares") Simon Transportation Services Inc. (the "Issuer") 5175 West 2100 South West Valley City, Utah 84120-1252 ITEM 2. IDENTITY AND BACKGROUND Set forth below is certain information with respect to each of the Filing Persons and each of the persons enumerated in General Instruction C to Schedule 13D. (1) SME Steel Contractors, Inc. is a Utah corporation, which is wholly owned by SME Industries, Inc., a Nevada coporation (collectively, "SME"). The principal business of SME is steel fabrication and erection. The address of its principal business and principal office is 5955 West Wells Park Road, West Jordan, Utah 84088. (2) The Jerry & Vickie Moyes Family Trust Dated 12/11/87 (the "Trust") is a grantor trust. The principal business of the Trust is to invest the Trust's funds for the benefit of the Trust's beneficiaries. The address of the Trust's principal office is 2200 South 75th Avenue, Phoenix, Arizona 85043. Jerry Moyes and his wife, Vickie Moyes, are grantors, trustees, and beneficiaries of the Trust. (3) Jerry Moyes is a citizen of the United States of America, and his business address is 2200 South 75th Avenue, Phoenix, Arizona 85043. His present principal employment is as president of Swift Transportation Co., Inc. (4) Vickie Moyes is a citizen of the United States of America, and her address is 2200 South 75th Avenue, Phoenix, Arizona 85043. Her present principal employment is as a homemaker. During the last five years, none of the Filing Persons and no director or executive officer of SME, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Page 6 of 10 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Jerry Moyes used personal funds to purchase 160,500 Shares in the open market at prices ranging from $4.5625 to $5.5547 per share for an aggregate purchase price of $841,813.25. The Trust used trust income to purchase 666,398 Shares in the open market at prices ranging from $4.00 to $6.8125 per share for an aggregate purchase price of $3,722,431.85 and sold 40,000 Shares at prices ranging from $4.875 to $5.4159 for an aggregate sales price of $202,284. SME Steel Contractors, Inc., a Utah corporation ("SME-Utah"), used its working capital to purchase an additional 300,000 Shares in the open market at prices ranging from $4.125 to $4.9572 per share for an aggregate purchase price of $1,335,934. SME-Utah is a wholly owned subsidiary of SME Industries, Inc., a Nevada corporation ("SME-Nevada"). Mr. Moyes owns approximately 75% of the outstanding voting stock of SME-Nevada. Mr. Moyes disclaims beneficial ownership of any Shares attributable to the percentage of SME-Nevada he does not own. ITEM 4. PURPOSE OF TRANSACTION The Filing Persons hold their beneficial ownership interests in the Shares for investment purposes. The Filing Persons intend to attempt to increase their stake in the Issuer, but do not have any specific plans as to the ownership percentage or timing of any increase. They may from time to time review the performance of their investments. As part of the review of their investments in the Shares, the Filing Persons may explore from time to time in the future a variety of alternatives, including, without limitation: (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including a change in the number or term of directors or to fill any existing vacancies on the board; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. There is no assurance that the Filing Persons will develop any plans or proposals with respect to any of the foregoing matters. Any alternatives that the Filing Persons may pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations, and prospects of the Issuer, and general economic, financial market, and industry conditions. Except as set forth above, the Filing Persons have no plans nor proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The aggregate number and percentage of Shares to which this Schedule 13D relates is 1,126,898 Shares, representing 21.7% of the 5,196,358 Shares outstanding as reflected in the Issuer's most recently filed Form 10-Q for the Page 7 of 10 period ended March 31, 2000. Jerry Moyes is the direct and beneficial owner of 160,500 Shares. The Trust is the direct and beneficial owner of an additional 666,398 Shares. As grantors, trustees, and beneficiaries of the Trust, Mr. Moyes and his wife, Vickie Moyes, may be deemed to beneficially own (as defined in rule 13d-3 promulgated under the Exchange Act) the Shares owned by the Trust. SME-Utah is the direct beneficial owner of an additional 300,000 Shares. Because Mr. Moyes owns approximately 75% of the outstanding voting stock of SME-Nevada, which in-turn owns 100% of the outstanding voting stock of SME-Utah, Mr. Moyes may also be deemed to beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) a portion of the 300,000 Shares owned by SME-Utah. Mr. Moyes disclaims beneficial ownership of any Shares attributable to the percentage of SME-Nevada he does not own. Schedule A hereto describes transactions in the Shares effected during the 60 days preceding July 19, 2000 and continuing through July 21, 2000. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None Page 8 of 10 SIGNATURE After reasonable 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. July 21, 2000 (Date) By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Jerry Moyes, individually (Signature) Earl H. Scudder, under power of attorney (Name/Title) By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Vickie Moyes, individually (Signature) Earl H. Scudder, under power of attorney (Name/Title) The Jerry & Vickie Moyes Family Trust Dated 12/11/87 By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Jerry Moyes, Trustee of the Jerry & Vickie Moyes Family Trust Dated 12/11/87 (Signature) Earl H. Scudder, under power of attorney (Name/Title) By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Vickie Moyes, Trustee of the Jerry & Vickie Moyes Family Trust Dated 12/11/87 (Signature) Earl H. Scudder, under power of attorney (Name/Title) SME Steel Contractors, Inc. By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Gordon Holladay, Secretary and Treasurer of SME Steel Contractors, Inc. (Signature) Earl H. Scudder, under power of attorney (Name/Title) Page 9 of 10 Schedule A The following table sets forth certain information concerning the Shares purchased by Jerry Moyes, the Trust, and SME-Utah during the 60 days preceding July 19, 2000 and continuing through July 21, 2000. All purchases were made through brokerage transactions on the NASDAQ National Market.
Approximate Average Purchase Amount of Price Per Share Identity Securities (Exclusive of of Person Date of Transaction involved Commission) - --------- ------------------- -------- -------------- Jerry Moyes July 11, 2000 100,000 $ 5.0625 Jerry & Vickie Moyes Family Trust Dated 12/11/87 July 5, 2000 40,000 $ 5.4375 July 6, 2000 40,000 $ 5.5625 July 6, 2000 (10,000) $ 5.4159 July 7, 2000 201,200 $ 5.1875 July 17, 2000 2,500 $ 5.5625 July 18, 2000 17,503 $ 6.0625 July 18, 2000 18,510 $ 5.9529 July 18, 2000 6,000 $ 6.0625 July 19, 2000 20,825 $ 6.2654 July 20, 2000 15,310 $ 6.5782 July 20, 2000 17,400 $ 6.8125 SME-Utah NONE
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