SCHEDULE 14A/A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant X
Filed by a Party other than the Registrant
Check the Appropriate Box:
Preliminary Proxy Statement
- ------
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
- ------
X Definitive Proxy Statement
- ------
Definitive Additional Materials
- ------
Soliciting Materials Pursuant to ss.240.14a-11(c) or ss.240.14a-12
- ------
SIMON TRANSPORTATION SERVICES INC.
(Name of Registrant as Specified in its Charter)
The Simon Transportation Services Inc. Board of Directors
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the Appropriate Box):
X No fee required
- ------
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11
- ------
(1) Title of each class of securities to which
transaction applies: N/A
---------
(2) Aggregate number of securities to which
transaction applies: N/A
---------
(3) Price per unit or other underlying value
of transaction computed pursuant to
Exchange Act Rule 0-11: N/A
---------
(4) Proposed maximum aggregate value of transaction: N/A
---------
(5) Total fee paid: N/A
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$ N/A ------------------------------------------------------------
= Amount on which filing fee is calculated
Fee paid previously with preliminary materials
- ------
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
- -------
(1) Amount previously paid: N/A
---------
(2) Form, Schedule or Registration Statement No.: N/A
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(3) Filing Party: N/A
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(4) Date Filed: N/A
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EXPLANATORY NOTE: This amendment to Schedule 14A for the 1998 Annual Meeting
of Stockholders is being filed to correct the Company's unintentional omission
of Wynnefield Partners Small Cap Value, L.P., Wynnefield Small Cap Offshore Fund
Ltd., and Wynnefield Small Cap Value L.P. 1 (collectively, "Wynnefield"), as a
Section 13(d)(3) group. The Wynnefield group hold in the aggregate 330,500
shares of the Company's Class A Common Stock at the date of Wynnefield's most
recent Schedule 13D filing. The "Security Ownership of Principal Stockholders
and Management" table on page 8 of the Schedule 14A should have listed
Wynnefield as holding 5.2% of the Company's Class A Common Stock and shown
Wynnefield having an address of One Penn Plaza, Suite 4720, New York, New York
10119.
<PAGE>
Simon Transportation Service Inc.
P.O. Box 26297
Salt Lake City, Utah 84126-0297
--------------------------------------------
NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 18, 1998
- --------------------------------------------------------------------------------
To Our Stockholders:
The 1998 Annual Meeting of Stockholders (the "Annual Meeting") of Simon
Transportation Services Inc., a Nevada corporation (the "Company"), will be held
at Simon Transportation Services Inc. corporate headquarters, 5175 South 2100
West, West Valley City, Utah 84120, at 10:00 a.m., Mountain Standard Time, on
December 18, 1998, for the following purposes:
1. To consider and act upon a proposal to elect three (3)
directors of the Company;
2. To consider and act upon a proposal to ratify the
selection of Arthur Andersen LLP, as independent public
accountants for the Company for the 1999 fiscal year;
3. To consider and act upon such other matters as may
properly come before the meeting and any adjournment thereof.
The foregoing matters are more fully described in the accompanying
Proxy Statement.
The Board of Directors has fixed the close of business on November 6,
1998, as the record date for the determination of Stockholders entitled to
receive notice of and to vote at the Annual Meeting or any adjournment thereof.
Shares of Common Stock may be voted at the Annual Meeting only if the holder is
present at the Annual Meeting in person or by valid proxy. YOUR VOTE IS
IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE. Returning your proxy now will not interfere with your right
to attend the Annual Meeting or to vote your shares personally at the Annual
Meeting, if you wish to do so. The prompt return of your proxy may save the
Company additional expenses of solicitation. All Stockholders are cordially
invited to attend the Annual Meeting.
By Order of the Board of Directors
/s/ Richard D. Simon
Richard D. Simon
Chairman of the Board
Salt Lake City, Utah
November 12, 1998
<PAGE>
SIMON TRANSPORTATION SERVICES INC.
Post Office Box 26297
Salt Lake City, UT 84126-0297
--------------------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 18, 1998
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Simon Transportation Services Inc., a
Nevada corporation (the "Company"), to be used at the 1998 Annual Meeting of
Stockholders of the Company ("Annual Meeting"), which will be held at Simon
Transportation Services Inc. corporate headquarters, 5175 West 2100 South, West
Valley City, Utah 84120, on December 18, 1998, at 10:00 a.m. Mountain Standard
Time, and any adjournment thereof. All costs of the solicitation will be borne
by the Company. The approximate date of mailing this proxy statement and the
enclosed form of proxy is November 12, 1998.
The enclosed copy of the Company's annual report for the fiscal year
ended September 30, 1998, is not incorporated into this Proxy Statement and is
not to be deemed a part of the proxy solicitation material.
PROXIES AND VOTING
Only stockholders of record at the close of business on November 6,
1998 ("Stockholders"), are entitled to vote, either in person or by valid proxy,
at the Annual Meeting. Holders of Class A Common Stock are entitled to one vote
for each share held. Holders of Class B Common Stock are entitled to two votes
for each share held. On November 12, 1998, there were issued and outstanding
5,231,083 shares of Class A Common Stock, par value one cent ($.01), entitled to
cast an aggregate 5,231,083 votes on all matters subject to a vote at the Annual
Meeting, and 913,751 shares of Class B Common Stock, par value one cent ($.01),
entitled to cast an aggregate 1,827,502 votes on all matters subject to a vote
at the Annual Meeting. The Company has a total of 6,144,834 shares of Common
Stock outstanding, entitled to cast an aggregate 7,058,585 votes on all matters
subject to a vote at the Annual Meeting. The number of issued and outstanding
shares excludes approximately 992,500 shares of Class A Common Stock reserved
for issuance to employees under the Company's incentive stock plan of which
approximately 712,000 remain outstanding and approximately 140,000 shares were
at October 31, 1998 subject to vested but unexercised options. The outstanding
shares also exclude 23,000 shares of Class A Common Stock reserved for issuance
under the Company's Outside Director Stock Plan, of which 5,000 remain
outstanding and 3,000 are subject to vested but unexercised options. Holders of
unexercised options are not entitled to vote at the Annual Meeting. The Company
has no other class of stock outstanding. Stockholders are not entitled to
cumulative voting in the election of directors.
Any Stockholder may be represented and may vote at the Annual Meeting
by a proxy or proxies appointed by an instrument in writing. In the event that
any such instrument in writing shall designate two (2) or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated
unless the instrument shall otherwise provide. No such proxy shall be valid
after the expiration of six (6) months from the date of its execution, unless
coupled with an interest or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution. Any Stockholder giving a
proxy may revoke it at any time prior to its use at the Annual Meeting by filing
with the Secretary of the Company a revocation of the proxy, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
meeting and voting in person. Subject to the above, any proxy duly executed is
not revoked and continues in full force and effect until an instrument revoking
it or a duly executed proxy bearing a later date is filed with the Secretary of
the Company.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the Stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes of
determining the number of votes cast with respect to a particular matter, only
those cast "For" or "Against" are included. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
meeting. If no direction is specified by the stockholder, the proxy will be
voted "FOR" the proposal specified in this notice, and, at the discretion of the
proxyholder, upon such other matters as may properly come before the meeting or
any adjournment thereof.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Directors Nominated for Election
Alban B. Lang, Lyn Simon, and Richard D. Simon, Jr. have been
designated Class I directors. In the absence of contrary instructions, each
proxy will be voted for the re-election of such individuals to the indicated
director class.
Irene Warr and Sherry L. Bokovoy have been designated Class II
directors. Richard D. Simon, H.J. Frazier, and Kelle A. Simon have been
designated Class III directors. The term of Class II directors expires at the
annual meeting to be held in 1999 and the term of Class III directors expires at
the annual meeting to be held in 2000.
Information Concerning Executive Officers and Directors
Information concerning the names, ages, positions with the Company,
tenure as a director, and business experience of the Company's executive
officers and directors is set forth below. All references to experience with the
Company include positions with the Company's operating subsidiary, Dick Simon
Trucking, Inc., a Utah corporation. Richard D. Simon is the father of Kelle A.
Simon, Lyn Simon, Sherry L. Bokovoy, and Richard D. Simon, Jr.
<TABLE>
<S> <C> <C> <C> <C>
NAME AGE POSITION DIRECTOR SINCE CLASS
- ---- --- -------- -------------- -----
Richard D. Simon 1 62 Chairman of the Board, President, and 1972 III
Chief Executive Officer
Alban B. Lang 52 Chief Financial Officer, General 1988 I
Manager,Treasurer, and Secretary;
Director
Kelle A. Simon 37 Vice President of Maintenance and Fleet 1997 III
Purchasing, Director
Lyn Simon 34 Vice President of Sales and Operations, 1997 I
Director
Richard D. Simon, Jr. 27 Vice President of Driver Relations, 1997 I
Director
Sherry L. Bokovoy 30 Assistant Secretary/Treasurer, Director 1997 II
Irene Warr 1 2 67 Director 1995 II
H. J. Frazier 2 63 Director 1995 III
<FN>
1 Member of the Compensation Committee.
2 Member of the Audit Committee.
</FN>
</TABLE>
Richard D. Simon founded the Company in 1955 and has served as its
Chairman of the Board, President, and Chief Executive Officer since its
incorporation in 1972.
Alban B. Lang was appointed General Manager in March 1998. In addition,
Mr. Lang continues to serve as Chief Financial Officer, Treasurer, and
Secretary. He has served in these positions since 1992, prior to which he served
as controller since 1987. Mr. Lang is a certified public accountant and holds
two Bachelor of Science degrees, one in chemistry and the other in accounting, a
Masters of Business Administration degree, and a Masters degree in fuel
engineering, all from the University of Utah.
Kelle A. Simon has served as the Company's Vice President of
Maintenance and Fleet Purchasing since 1992, prior to which he served as
Maintenance Director from 1986 to 1992.
<PAGE>
Lyn Simon was appointed Vice President of Sales and Operations in July
1998. From 1986 to 1998, he served as Vice President of Sales. Prior to this Mr.
Simon served in numerous operating positions with the Company, including
implementing computer and telecommunications systems, and managing the accounts
receivable, accounts payable, public relations, and fuel tax and licensing
departments after joining the Company in 1984.
Richard D. Simon, Jr. has served as the Company's Vice President of
Driver Relations since July 1998. He served as Vice President of Operations from
1992 to 1998, and as a dispatcher and customer service representative after
joining the Company in 1990.
Sherry L. Bokovoy has served as Assistant Secretary/Treasurer since
1994, and has held numerous positions within the Company including supervising
the human resource department, administrative and maintenance payrolls, the
employee stock purchase program, and the Company store since joining the Company
in 1987.
Irene Warr has been engaged in the private practice of law in Salt Lake
City since 1957 and has represented the Company in numerous matters since 1962.
Ms. Warr represents many trucking companies and has specialized in motor carrier
transportation law for over 30 years.
H. J. Frazier held various management positions with Westinghouse
Electric, Inc. from 1973 until his retirement in 1993, including serving as
President of Westinghouse Communities, a residential real estate development
subsidiary. Prior to joining Westinghouse, Mr. Frazier practiced as an attorney.
He was a director and founder of Full House Resort, Inc., a publicly held resort
and gaming properties enterprise.
Meetings and Compensation
Board of Directors. During the fiscal year ended September 30, 1998,
the Board of Directors of the Company met on four occasions. All directors
attended the meetings of the Board of Directors and all of the meetings held by
committees of the Board on which they served. Directors who are not employees of
the Company receive an annual retainer of $5,000 plus $1,000 per meeting of the
Board of Directors or a committee thereof attended by the director (if such
committee meeting is held other than on the day of a Board meeting), plus
reimbursement of expenses incurred in attending such Board or committee
meetings. Non-employee directors also receive the annual option to purchase
1,000 shares of the Company's Class A Common Stock.
Compensation Committee. The Compensation Committee of the Board of
Directors met once during fiscal year 1998, and all members were present at
such meeting. This committee reviews all aspects of compensation of the
Company's executive officers and makes recommendations on such matters to the
full Board of Directors. The Report of the Compensation Committee for fiscal
year 1998 is set forth below. See "Compensation Committee Report on Executive
Compensation."
Audit Committee. The Audit Committee met once during fiscal year 1998,
and all members were present at such meeting. The Audit Committee makes
recommendations to the Board concerning the selection of outside auditors,
reviews the Company's financial statements, reviews and discusses audit plans,
audit work, internal controls, and the report and recommendations of the
Company's independent auditors, and considers such other matters in relation to
the external audit of the financial affairs of the Company as may be necessary
or appropriate in order to facilitate accurate and timely financial reporting.
Nominating Committee. The Board does not maintain a standing
nominating committee or other committee performing similar functions.
Compensation Committee Interlocks and Insider Participation. Ms. Warr
has served on the Compensation Committee since the Company's initial public
offering on November 17, 1995. She is not an officer or employee of the Company.
The Company pays Ms. Warr $30,000 annually ($2,500 per month), provides her
health insurance coverage at a cost to the Company of $130 per month, and
provides an office at the Company's headquarters. Ms. Warr has served as counsel
to Richard D. Simon since 1962 and the Company since its incorporation in 1972.
Richard D. Simon serves on the Compensation Committee and he is the father of
Kelle A. Simon, Lyn Simon, Sherry L. Bokovoy, and Richard D. Simon, Jr. See
"Certain Transactions" for additional disclosure of transactions between the
Company and its directors and executive officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
<PAGE>
CERTAIN TRANSACTIONS
Sherry L. Bokovoy and Jon Bokovoy are the daughter and son-in-law
of Richard D. Simon. Ms. Bokovoy is employed by the Company as assistant
treasurer and assistant secretary, and Mr. Bokovoy is employed by the Company
as a dispatch supervisor. Ms. Bokovoy was paid an aggregate $93,600 during the
1998 fiscal year. Mr. Bokovoy was paid an aggregate $67,700 during fiscal year
1998.
For additional information concerning certain transactions involving
the Company's officers and directors, see "Compensation Committee Interlocks and
Insider Participation."
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation paid to the chief executive officer and the four other
named executive officers of the Company (the "Named Officers"), for services in
all capacities to the Company for the fiscal years ended September 30, 1998,
1997, and 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Annual Restricted Option/ LTIP All Other
Salary Bonus Compensation Award(s) SAR Payouts Compensation1
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------------------------------------------------ ---------------------------------------------------------
Richard D. Simon, 1998 348,400 - - - - - 2,803
Chairman, President, and 1997 348,400 163,750 - - - - 2,803
Chief Executive Officer 1996 348,400 - - - - - 2,803
Alban B. Lang, 1998 156,000 - - - 75,000 - 2,803
Chief Financial Officer, General 1997 156,000 98,250 - - 27,000 - 2,803
Manager, Treasurer, and 1996 156,000 - - - - 2,803
Secretary
Kelle A. Simon, 1998 156,000 - - - 75,000 - 2,803
Vice President of Maintenance 1997 156,000 98,250 - - 27,000 - 2,803
and Fleet Purchasing 1996 156,000 - - - - - 2,803
Lyn Simon, 1998 156,000 - - - 75,000 - 2,803
Vice President of Sales and 1997 156,000 98,250 - - 27,000 - 2,803
Operations 1996 156,000 - - - - - 2,803
Richard D. Simon, Jr., 1998 156,000 - - - 75,000 - 2,803
Vice President of Driver 1997 156,000 98,250 - - 27,000 - 2,803
Relations 1996 156,000 - - - - - 2,803
<FN>
1 Represents the amount of Company-paid health benefits.
</FN>
</TABLE>
<PAGE>
The Company granted options to purchase 300,000 shares of Class A
Common Stock to the Named Officers during the fiscal year ended September 30,
1998.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------
Richard D. Simon - - - - - -
Alban B. Lang 75,000 19.5% $ 23.375 12/18/2007 $1,102,531 $2,794,030
Kelle A. Simon 75,000 19.5% $ 23.375 12/18/2007 $1,102,531 $2,794,030
Lyn Simon 75,000 19.5% $ 23.375 12/18/2007 $1,102,531 $2,794,030
Richard D. Simon, Jr. 75,000 19.5% $ 23.375 12/18/2007 $1,102,531 $2,794,030
</TABLE>
The following table sets forth information with respect to the Named
Officers concerning the exercise and ownership of options held at September 30,
1998:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<S> <C> <C> <C> <C>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/SARs
Acquired on Value Realized Options/SARs at FY-End (#) at FY-End ($)
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------ ---------------- ----------------------------- -----------------------------
Richard D. Simon - - - -
Alban B. Lang - - 19,200/105,800 $0/0
Kelle A. Simon - - 19,200/105,800 $0/0
Lyn Simon - - 19,200/105,800 $0/0
Richard D. Simon, Jr. - - 19,200/105,800 $0/0
</TABLE>
The Company does not have a long-term incentive plan or a defined
benefit or actuarial plan and has never issued any stock appreciation rights.
Employment Agreements
The Company currently does not have any employment contracts,
severance, or change-in-control agreements with any of its executive officers.
However, under certain circumstances in which there is a change of control,
executive officers holding outstanding stock options granted under the Plan are
entitled to exercise such options notwithstanding that such options may
otherwise not have been fully exercisable.
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee believes that the Company's executive
officers, including the Named Officers and the Chief Executive Officer, should
be compensated at a level comparable to persons holding similar positions at
peer companies, taking into account the relative size of the companies,
responsibilities of the officers, experience, geographical location, and the
relative performance of the Company and its peers, measured by stock
performance, profit margin, and revenue and net income growth rates. In
addition, the Compensation Committee will consider the attainment of specific
goals that may be established for such officers from time-to-time. Corporate
performance, measured by stock appreciation, is an important aspect of the
executive officers' compensation, as reflected by awards to date of stock
options covering 696,100 shares of Class A Common Stock to the executive
officers and certain other key employees. The base salaries of all executive
officers, including the Chief Executive Officer, were established prior to the
Company's initial public offering and prior to any meeting of the Compensation
Committee. The Compensation Committee believes that the base salaries paid to
the Chief Executive Officer and other Named Officers are reasonable in
comparison with other salaries in the industry. In addition to base salaries,
the Chief Executive Officer and Named Officers participate in a bonus pool equal
to 5 percent of earnings before provision for income taxes, subject to the
achievement of financial performance goals. The Company did not meet its goal in
fiscal year 1998, therefore the executive officers did not receive bonuses. The
stock option grants to executive officers, other than the Chief Executive
Officer, during fiscal year 1998 were made at the market price in December 1997.
The Chief Executive Officer owns approximately 15.3% of the Company's
outstanding Common Stock. Therefore, his net worth is directly affected by the
market value of the Company's stock.
Compensation Committee:
Irene Warr
Richard D. Simon
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors, and greater than 10% stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely upon a review of the copies of such forms furnished to
the Company, or written representations that no Forms 5 were required, the
Company believes that its officers, directors and greater than 10% beneficial
owners complied with all Section 16(a) filing requirements applicable to them
during the Company's preceding fiscal year, except that one report for one
transaction was reported less than thirty days after it was due for each of
Richard D. Simon, Alban B. Lang, Kelle A. Simon, A. Lyn Simon, Sherry L. Bokovoy
and Richard D. Simon, Jr.
<PAGE>
Stock Price Performance Graph
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR SIMON TRANSPORTATION SERVICES INC.
The following graph compares the cumulative total stockholder return of
the Company's Class A Common Stock with the cumulative total stockholder return
of the NASDAQ Stock Market (U.S. Companies) and the NASDAQ Trucking &
Transportation Stocks commencing November 17, 1995, and ending September 30,
1998.
GRAPH WAS CENTERED HERE IN PRINTED FORM
<TABLE>
<CAPTION>
Legend
<S> <C> <C> <C> <C> <C>
Symbol Index Description 11/17/95 9/30/96 9/30/97 9/30/98
- ------ ----------------- -------- ------- ------- -------
__________ SIMON TRANSPORTATION SERVICES INC. $100.0 $156.0 $266.2 $ 57.7
. . . -- NASDAQ Stock Market (US Companies) $100.0 $118.3 $162.4 $166.0
- - - - - CRSP Index for NASDAQ Trucking & $100.0 $101.7 $143.5 $105.9
Transportation Stock
</TABLE>
The stock performance graph assumes $100 was invested on November 17,
1995, the date of the Company's initial public offering. There can be no
assurance that the Company's stock performance will continue into the future
with the same or similar trends depicted in the graph above. The Company will
not make or endorse predictions as to future stock performance. The CRSP Index
for NASDAQ Trucking & Transportation Stocks includes all publicly held truckload
motor carriers traded on the NASDAQ Stock Market, as well as all NASDAQ
companies within the Standard Industrial Code Classifications 3700-3799,
4200-4299, 4400-4599, and 4700-4799.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
AND MANAGEMENT
The following table sets forth, as of October 31, 1998, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person known by the Company to beneficially own more than 5% of such stock, by
each director, by each Named Officer of the Company, and by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
<S> <C> <C> <C>
Amount & Nature of
Beneficial
Title of Class Name of Beneficial Owner 1 Ownership 2 Percent of Class 3
- ----------------------------------------------------------------------------------------------------------------------
Class A Common Richard D. Simon 24,501 Class A - *
Class B Common Richard D. Simon 4 913,751 Class B - 100%
Total - 14.8%
Class A Common Alban B. Lang 91,207 1.4%
Class A Common Kelle A. Simon 94,099 1.5%
Class A Common Lyn Simon 94,011 1.5%
Class A Common Richard D. Simon, Jr. 101,395 1.6%
Class A Common Sherry L. Bokovoy 93,740 1.5%
Class A Common Irene Warr 3,700 *
Class A Common H. J. Frazier 8,000 *
Class A Common Warburg Pincus Counsellors 397,600 6.3%
Class A Common Wynnefield Group 330,500 5.2%
- ----------------------------------------------------------------------------------------------------------------------
Class A & Class B All directors, executive officers and other 5% 2,152,504 33.9%
Common stockholders as a group (10 persons)
- ----------------------------------------------------------------------------------------------------------------------
<FN>
* Less than one percent.
1 The business address of Richard D. Simon, Alban B. Lang, Kelle A. Simon, Lyn
Simon, Richard D. Simon, Jr., Sherry L. Bokovoy, and Irene Warr is P.O. Box
26297, Salt Lake City, Utah 84126-0297. The address of H.J. Frazier is 2700 West
Sackett Drive, Park City, Utah 84098. The address of Warburg Pincus Counsellors
is 466 Lexington Avenue, New York, New York 10017. The address of Wynnefield
Group is One Penn Plaza, Suite 4720, New York, New York 10119.
2 In accordance with applicable rules under the Securities Exchange Act of 1934,
as amended, the number of shares beneficially owned includes 39,600 shares of
Class A Common Stock underlying options to purchase granted to each of Alban B.
Lang, Kelle A. Simon, Lyn Simon, Richard D. Simon, Jr., and Sherry L. Bokovoy
(the "Optionees") that are either currently exercisable or will become
exercisable within 60 days. The 85,400 remaining shares underlying options
granted to the Optionees that are not exercisable within 60 days are excluded.
The shares owned also include an aggregate 37,915 shares of Class A Common Stock
held in the Company's ss.401(k) Plan on behalf of Richard D. Simon (14,501
shares), Alban B. Lang (7,348 shares), Kelle A. Simon (5,923 shares), Lyn Simon
(7,568 shares), and Sherry L. Bokovoy (2,575 shares). The total shares include
2,000 shares underlying stock options granted to Irene Warr and 3,000 shares
underlying stock options granted to H.J. Frazier that are currently exercisable
or will be exercisable within 60 days. Unless otherwise indicated all shares are
owned directly.
3 Percentage based on both Class A and Class B Common Stock and includes for
purposes of this chart only the vested portion of options granted under the
Company's Incentive Stock Plan and Outside Director Stock Plan.
4 All shares are held by Richard D. Simon, Trustee of the Richard D. Simon
Revocable Trust, UTAD 2/12/93, of which the four children of Richard D. Simon
are the beneficiaries, subject to a life estate in favor of Valene Simon, wife
of Richard D. Simon. Because the Class B Common Stock is entitled to two votes
per share, Mr. Simon, as Trustee, controls 25.5% of the combined voting power of
the Common Stock.
</FN>
</TABLE>
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as independent
public accountants for the Company for the 1999 fiscal year. Arthur Andersen LLP
has served as independent public accountants for the Company since 1988.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting with an opportunity to make a statement, if they desire to do so, and to
respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" PROPOSAL 2 TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 Annual
Meeting of the Stockholders of the Company must be received by the Corporate
Secretary of the Company at the Company's principal executive offices on or
before July 17, 1999, to be eligible for inclusion in the Company's proxy
material related to that meeting. The inclusion of any such proposals in such
proxy material shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors does not intend to present at the Annual Meeting
any matters other than those described herein and does not presently know of any
matters that will be presented by other parties.
Simon Transportation Services Inc.
/s/ Richard D. Simon
Richard D. Simon
Chairman of the Board
November 12, 1998
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