SIMON TRANSPORTATION SERVICES INC
11-K, 1999-06-28
TRUCKING (NO LOCAL)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 11-K

                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                    FOR THE PLAN YEAR ENDED DECEMBER 31, 1998


                                     0-27208
                             (Commission File Number)



             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
                               (Title of the Plan)



                        SIMON TRANSPORTATION SERVICES INC.
          (Name of Issuer of the Securities Held Pursuant to the Plan)


                5175 West 2100 West, Salt Lake City, Utah 84120
                     (Address of Principal Executive Office)
<PAGE>
                                                              EIN:  87-0293383
                                                                Plan Number: 002













                                    DICK SIMON TRUCKING, INC.
                                    PROFIT SHARING PLAN AND TRUST

                                    FINANCIAL STATEMENTS AS OF
                                    DECEMBER 31, 1998 AND 1997
                                    TOGETHER WITH REPORT OF
                                    INDEPENDENT PUBLIC ACCOUNTANTS









<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Administrator and Participants of the
   Dick Simon Trucking, Inc. Profit Sharing Plan and Trust:

We have audited the accompanying statements of net assets available for benefits
of the Dick Simon  Trucking,  Inc. Profit Sharing Plan and Trust (the "Plan") as
of December  31,  1998 and 1997,  and the  related  statement  of changes in net
assets  available  for  benefits for the year ended  December  31,  1998.  These
financial  statements and the schedules referred to below are the responsibility
of the Plan's  management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December  31,  1998 and 1997,  and the changes in its net assets  available  for
benefits  for the year ended  December  31, 1998 in  conformity  with  generally
accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a  whole.  The  schedules  of  assets  held for
investment  purposes and reportable  transactions  are presented for purposes of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement Income Security Act of 1974. The fund information in the statement of
changes in net assets  available  for  benefits  is  presented  for  purposes of
additional analysis rather than to present the net assets available for benefits
and changes in net assets available for benefits of each fund. The schedules and
fund information have been subjected to the auditing  procedures  applied in the
audits of the basic financial  statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial  statements taken as
a whole.

ARTHUR ANDERSEN LLP

Salt Lake City, Utah
  June 19, 1999


<PAGE>


             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES




                                                                   Page

FINANCIAL STATEMENTS:

  Statements of Net Assets Available for
    Benefits as of December 31, 1998 and 1997                      1

  Statement of Changes in Net Assets
    Available for Benefits with Fund Information
    for the Year Ended December 31, 1998                           2 - 5

  Notes to Financial Statements                                    6 - 9


SCHEDULES:

Item 27a  - Schedule of Assets Held for Investment
    Purposes as of December 31, 1998                               10

Item 27d - Schedule of Reportable Transactions
    for the Year Ended December 31, 1998                           11


<PAGE>



           DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

               STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                      AS OF DECEMBER 31, 1998 AND 1997



<TABLE>
<S>                                                           <C>                    <C>
                                                                      1998                   1997
                                                              ---------------------- ---------------------
INVESTMENTS, at fair value:
   Fidelity Advisor Funds-
     Growth Opportunities Fund                                   $    1,565,421        $     1,164,242
     Equity Growth Fund                                               1,066,437                702,496
     Daily Money Fund: US Treasury                                      467,253                358,126
     High Yield Fund                                                    257,480                241,040
     Equity Income Fund                                                 236,195                130,921
     Overseas Fund                                                      102,616                 57,082
     Natural Resources Fund                                              89,145                 63,709
     Balanced Fund                                                       64,021                 31,860
     Large Cap Fund                                                      42,253                  4,055
     Strategic Opportunities Fund                                        29,503                 13,655
     Short Fixed Income Fund                                             22,785                  6,617
     Mid Cap Fund                                                        22,124                 19,096
     Daily Money Fund: Money Market                                      19,506                 45,513
     Strategic Income Fund                                               16,151                  7,766
     Government Investment Fund                                          14,608                  5,668
     Intermediate Bond Fund                                              13,643                  5,393
     Emerging Markets Income Fund                                        10,950                 13,386

   Simon Transportation common stock                                    729,712              1,962,072
   Participant loans                                                    494,994                447,034
                                                              ---------------------- ---------------------

                Total investments                                     5,264,797              5,279,731
                                                              ---------------------- ---------------------

CASH                                                                        111                    184
                                                              ---------------------- ---------------------
RECEIVABLES:
   Participant contributions                                             88,002                 68,439
   Employer contributions                                                37,374                 28,710
   Accrued interest and dividends                                         3,338                 16,472
                                                              ---------------------- ---------------------

                Total receivables                                       128,714                113,621
                                                              ====================== =====================

 NET ASSETS AVAILABLE FOR BENEFITS                               $    5,393,622        $     5,393,536
                                                              ====================== =====================
</TABLE>


                 The accompanying notes to financial  statements
                     are an integral part of these statements.

<PAGE>

            DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

           STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
           WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                      FIDELITY ADVISOR FUNDS
<S>                                      <C>                 <C>             <C>              <C>            <C>
                                         ------------------- --------------- ---------------- -------------- ---------------
                                                                               Daily Money
                                               Growth        Equity Growth      Fund: US          High       Equity Income
                                         Opportunities Fund       Fund          Treasury       Yield Fund         Fund
                                         ------------------- --------------- ---------------- -------------- ---------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)            $       38,870     $   35,613      $          -      $   (4,003)    $    5,109
       Net unrealized appreciation
       (depreciation) in fair value
       of investments                             182,658        139,612                 -         (24,045)        10,066
       Interest and dividends                      67,234        111,028            21,916          25,983         11,186
     Contributions-
       Employer                                    84,313         51,220            27,976          21,363         24,487
       Participant                                245,427        165,552            73,506          61,904         85,347
       Rollovers                                    5,417         21,028                 -           2,751         16,070
                                         ------------------- --------------- ---------------- -------------- ---------------

            Total additions                       623,919        524,053           123,398          83,953        152,265
                                         ------------------- --------------- ---------------- -------------- ---------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
     Distributions to participants               (137,326)       (89,448)          (57,606)        (49,435)       (37,614)

     Administrative expenses                       (7,917)        (5,118)           (2,876)         (1,690)        (1,229)
                                         ------------------- --------------- ---------------- -------------- ---------------

            Total reductions                     (145,243)       (94,566)          (60,482)        (51,125)       (38,843)
                                         ------------------- --------------- ---------------- -------------- ---------------

NET INTERFUND TRANSFERS                           (77,497)       (65,546)           46,211         (16,388)        (8,148)
                                         ------------------- --------------- ---------------- -------------- ---------------
            Net increase (decrease)               401,179        363,941           109,127          16,440        105,274

NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                        1,164,242        702,496           358,126         241,040        130,921
                                         ------------------- --------------- ---------------- -------------- ---------------

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                             $    1,565,421    $ 1,066,437       $   467,253      $  257,480    $   236,195
                                         =================== =============== ================ ============== ===============
</TABLE>


                 The accompanying notes to financial  statements
                     are an integral part of these statements.
<PAGE>







              DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

             STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
             WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>

                                                                      FIDELITY ADVISOR FUNDS
<S>                                      <C>            <C>              <C>            <C>               <C>
                                         -------------- ---------------- -------------- ----------------- -----------------
                                                                                                              Strategic
                                                            Natural                           Large         Opportunities
                                         Overseas Fund  Resources Fund   Balanced Fund      Cap Fund             Fund
                                         -------------- ---------------- -------------- ----------------- -----------------
ADDITIONS TO NET ASSETS
   ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)           $     2,522     $   (1,032)      $  1,137       $          864      $         63

       Net unrealized appreciation
       (depreciation) in fair value
       of investments                           2,122        (16,761)        (1,563)               2,880                99

       Interest and dividends                   1,057          2,826          6,552                2,273               672

     Contributions-
       Employer                                11,169          8,848          8,587                3,874             3,744

       Participant                             39,237         31,634         25,276               14,075            13,040

       Rollovers                               14,909         13,082             99               11,943             2,106

                                         -------------- ---------------- -------------- ----------------- -----------------

            Total additions                    71,016         38,597         40,088               35,909            19,724
                                         -------------- ---------------- -------------- ----------------- -----------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
     Distributions to participants            (13,741)       (4,854)         (8,546)              (1,477)           (2,863)

     Administrative expenses                     (551)         (419)           (399)                (172)             (148)
                                         -------------- ---------------- -------------- ----------------- -----------------

            Total reductions                  (14,292)       (5,273)         (8,885)              (1,649)           (3,011)
                                         -------------- ---------------- -------------- ----------------- -----------------

NET INTERFUND TRANSFERS                       (11,190)       (7,888)            958                3,938              (865)
                                         -------------- ---------------- -------------- ----------------- -----------------

            Net increase (decrease)            45,534        25,436          32,161               38,198            15,848

NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                       57,082        63,709          31,860                4,055            13,655
                                         ============== ================ ============== ================= =================

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                              $ 102,616    $   89,145       $  64,021       $       42,253       $    29,503
                                         ============== ================ ============== ================= =================

</TABLE>


                 The accompanying notes to financial  statements
                     are an integral part of these statements.
<PAGE>






             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
            WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                    FIDELITY ADVISOR FUNDS
<S>                                    <C>            <C>               <C>             <C>            <C>
                                       ---------------------------------------------------------------------------------
                                         Short Fixed                      Daily Money     Strategic       Government
                                           Income            Mid          Fund: Money       Income        Investment
                                            Fund           Cap Fund         Market           Fund            Fund
                                       ---------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income-
             Net realized gain (loss)  $           7  $          975    $           -   $       (141)  $          44

       Net unrealized appreciation
       (depreciation) in fair value of
       investments                              (33)           1,144            4,270           (471)            180


       Interest and dividends                    802             669          (12,131)           833             612


     Contributions-
       Employer                                4,177           2,897            8,664          1,891           1,945
       Participant                            10,892          11,591           19,563          8,169           4,856
       Rollovers                               1,139              99                -          3,456           2,886
                                       ---------------------------------------------------------------------------------

            Total additions                   16,984          17,375           20,366         13,737          10,523
                                       ---------------------------------------------------------------------------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
     Distributions to participants              (839)         (2,433)               -         (2,524)           (906)

     Administrative expenses                    (131)           (115)              (5)           (94)           (118)
                                       ---------------------------------------------------------------------------------

            Total reductions                    (970)         (2,548)              (5)        (2,618)         (1,024)
                                       ---------------------------------------------------------------------------------

NET INTERFUND TRANSFERS                          154         (11,799)          (31,275)       (2,734)           (559)
                                       ---------------------------------------------------------------------------------

            Net increase (decrease)           16,168           3,028           (10,914)        8,385           8,940

NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                       6,617          19,096           159,134         7,766           5,668
                                       =================================================================================

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                          $     22,785      $   22,124         $ 148,220     $  16,151      $   14,608

                                       =================================================================================
</TABLE>

                 The accompanying notes to financial  statements
                     are an integral part of these statements.

<PAGE>






             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
            WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                            FIDELITY ADVISOR FUNDS
                                         ------------------------------
<S>                                      <C>            <C>             <C>              <C>             <C>            <C>
                                                                                                          Dick Simon
                                                           Emerging          Simon                         Trucking
                                         Intermediate      Markets      Transportation    Participant        Cash         Total All
                                           Bond Fund     Income Fund     Common Stock      Loan Fund       Liquidity        Funds
                                         -------------- --------------- ---------------- --------------- -------------- ------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)          $        62       $  (3,794)    $   (303,987)     $       -      $        -    $  (227,691)
       Net unrealized appreciation
       (depreciation) in fair value
       of investments                             85          (1,765)      (1,210,630)             -               -       (912,152)
       Interest and dividends                    548           1,654                -         32,878             564        277,156
     Contributions-
       Employer                                3,510           2,487                -              -          71,015        342,167
       Participant                            10,086           9,222                -              -         152,065        981,442
       Rollovers                                   -               -                -              -          24,504        119,489
                                         -------------- --------------- ---------------- --------------- -------------- ------------

            Total additions                   14,291           7,804       (1,514,617)        32,878         248,148        580,411
                                         -------------- --------------- ---------------- --------------- -------------- ------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
   Distributions to participants              (3,119)         (3,012)         (17,105)      (117,015)         (5,550)      (555,413)

   Administrative expenses                      (155)            (98)          (1,184)        (2,092)           (461)       (24,912)



                                         -------------- --------------- ---------------- --------------- -------------- ------------

          Total reductions                    (3,274)         (3,110)         (18,289)      (119,107)         (6,011)      (580,325)

                                         -------------- --------------- ---------------- --------------- -------------- ------------

NET INTERFUND TRANSFERS                       (2,767)         (7,130)         300,546        134,189        (242,210)             -
                                         -------------- --------------- ---------------- --------------- -------------- ------------

            Net increase (decrease)            8,250          (2,436)      (1,232,360)        47,960             (73)            86

NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                       5,393          13,386        1,962,072        447,034             184      5,393,536


                                         ============== =============== ================ =============== ============== ============

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                            $   13,643      $   10,950     $    729 712      $ 494,994      $      111     $5,393,622
                                         ============== =============== ================ =============== ============== ============
</TABLE>

                 The accompanying notes to financial  statements
                     are an integral part of these statements.


<PAGE>



            DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

                         NOTES TO FINANCIAL STATEMENTS



(1)  PLAN DESCRIPTION

Dick Simon Trucking,  Inc. (the "Company") adopted the Dick Simon Trucking, Inc.
Retirement  Plan on October 1, 1987.  The Plan was first  amended on December 7,
1990 and its name was changed to the Dick Simon  Trucking,  Inc.  401(k)  Profit
Sharing  Plan.  The Plan was  amended  again on August 10, 1995 and its name was
changed to the Dick Simon  Trucking,  Inc.  Profit  Sharing  Plan and Trust (the
"Plan"). On June 20, 1996, the Company adopted the Stanwich Benefits Group, Inc.
Regional  Prototype  Standardized  401(k)  Profit  Sharing  Plan and Trust which
amended  and  restated  the Plan in its  entirety  effective  July 1, 1996.  The
Company serves as the Plan Trustee and  Administrator and Fidelity Advisor Funds
holds the plan assets and executes investment transactions.  The Plan is subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

The following description provides only general information. Participants should
refer  to the Plan  agreement  for a more  complete  description  of the  Plan's
provisions.

Eligibility, Contributions and Benefits

Employees who have  completed one year of service and who have attained 21 years
of age are eligible to participate in the Plan. An eligible  employee  becomes a
participant  on the next  January 1 or July 1  following  the date the  employee
satisfies the eligibility requirements.

Participants elect both the amount of the salary reduction  contribution and the
allocation of the salary  reduction  contribution  among the investment  options
within the Plan. Salary reduction  contributions  cannot exceed the lesser of 15
percent of the participant's  pretax eligible gross  compensation or the maximum
amount allowable under the Internal Revenue Code ("IRC").

The  Company  makes  discretionary  contributions  to the  Plan,  matching  each
participant's salary reduction contribution dollar-for-dollar up to 3 percent of
the  participant's  eligible  gross  compensation.  The  Company  may also  make
additional  discretionary  contributions  to the  Plan.  Participants  elect the
allocation of the Company contributions among the investment options.

Participants   are   immediately   fully  vested  in  their   salary   reduction
contributions  and  related  earnings.  Participants  vest  ratably in  employer
matching  contributions  over six years of service or fully vest upon occurrence
of one of the following  events:  1) normal retirement at age 65, 2) death while
employed by the Company, or 3) permanent disability.  Benefits are normally paid
at retirement, disability, death or other termination. Benefit distributions may
be made in a single  lump sum payment or an annuity.  As of December  31,  1998,
certain  participants with  undistributed  vested benefits totaling $528,252 had
terminated from the Plan.

Forfeitures  of nonvested  employer  matching  contributions,  which amounted to
$29,954  and  $30,205  during  the  years  ended  December  31,  1998 and  1997,
respectively, are offset against future employer matching contributions.  During
the year ended  December 31, 1998,  $64,931 of  forfeitures  were used to reduce
employer matching contributions.

Investment Options

The Plan provides for seventeen  investment  options listed below.  In addition,
participants may borrow from their accounts.  The investment  funds,  except for
the Simon  Transportation  Services  Inc.  Common  Stock  fund,  are  managed by
Fidelity Advisor Funds.

    Fidelity Advisor Growth Opportunities Fund - The fund seeks growth through a
    core investment in traditional growth stocks -- companies with above-average
    growth in sales or  earnings  -- plus  other  opportunities  such as special
    situations, debt securities and cyclicals.

    Fidelity  Advisor  Equity  Growth  Fund - The fund seeks to achieve  capital
    appreciation  by investing  primarily in growth stocks that  demonstrate the
    potential for above average earnings or sales growth.

    Fidelity Advisor Daily Money Fund:  U.S. Treasury Portfolio - The fund seeks
    to obtain as high  a level  of current  income  as is  consistent  with  the
    preservation of capital  and  liquidity.  The  fund  invests  only  in  U.S.
    treasury securities and repurchase agreements for these securities.

    Fidelity Advisor High Yield Fund - Investment focus on mature companies that
    are poised for  dramatic  growth;  and  "turnarounds,"  companies  which are
    expected to return to favor in the  marketplace.  Bonds are evaluated on the
    basis of their  potential  for total  return,  including  high  interest and
    growth of capital investment.

    Fidelity  Advisor  Equity  Income  Fund - The fund  seeks  stocks  that have
    above-average  dividends,  are undervalued  (which may give them more upward
    and less downward potential) and have increasing dividends.

    Fidelity Advisor Overseas Fund - The fund primarily invests in securities of
    companies located in the Americas (other than the United States),  Far East,
    the Pacific Basin and Western Europe.

    Fidelity Advisor Natural Resources Fund - The fund seeks long-term growth by
    investing  primarily  in  domestic  and  foreign  natural  resources-related
    companies across a broadly diversified spectrum of industries.

    Fidelity  Advisor  Balanced Fund - The fund utilizes a balanced  approach to
    provide  the  best  possible   return  from   income-producing   securities.
    Investments   include  U.S.  Treasury  issues,   corporate  bonds,   foreign
    investments, convertible securities and stocks.

    Fidelity Advisor Large Cap Fund - The fund seeks long-term growth of capital
    by investing  primarily in equity  securities of companies with large market
    capitalizations.

    Fidelity  Advisor  Strategic  Opportunities  Fund - The fund seeks long-term
    capital  appreciation  by investing in securities  that are  undervalued  or
    undiscovered by the marketplace.

    Fidelity Advisor Short Fixed-Income Fund - The fund seeks to diversify among
    a broad range of short-term,  investment-grade  bonds.  Capital preservation
    takes a high priority, but the fund manager also invests for high income.

    Fidelity  Advisor Mid Cap Fund - The fund seeks long-term  growth of capital
    by  normally  investing  at least 65 percent of its total  assets in mid-cap
    stocks.  The fund may invest the remaining 35 percent of its assets in other
    securities.

    Fidelity Advisor Strategic Income Fund - The fund uses a multi-sector  asset
    allocation process that strategically shifts the fund's weighting among four
    general investment  categories:  high yield securities,  U.S. government and
    investment-grade   securities,   emerging  market   securities  and  foreign
    developed market securities.

    Fidelity  Advisor   Government   Investment  Fund  -  Invests  primarily  in
    securities  backed by the full faith and credit of the U.S.  government  and
    it's various agencies and instrumentalities.

    Fidelity  Advisor  Intermediate  Bond  Fund - The fund  seeks a high rate of
    income  consistent  with the  preservation  of capital,  along with  greater
    stability through investments in high-quality fixed-income securities.

    Fidelity  Advisor  Emerging Markets Income Fund - The fund seeks high income
    and, as a secondary  objective,  the  potential  for growth by  investing in
    bonds from countries that have the potential for rapid economic expansion.

    Simon  Transportation  Services  Inc.  Common  Stock - Funds are invested in
    shares of Simon  Transportation  Services,  Inc.'s Class A Common Stock. Any
    dividends  declared on the stock will be invested  in  additional  shares of
    such stock.

Participant Loans

Participants  may borrow from their fund accounts up to the lesser of $50,000 or
50 percent of the participant's vested interest,  as defined. The minimum amount
for any loan is $1,000.  The loans bear interest at one percent above prime rate
on the date of the loan. As of December 31, 1998, the interest rates ranged from
8.75 to 9.75 percent.  Loans must be repaid within five years,  except for loans
used to acquire a principal  residence  which must be repaid  over a  reasonable
period of time determined by the Administrative Committee. All loans are secured
by the  participant's  account and,  regardless of term,  become due and payable
upon termination of the participant's employment.  Fees and expenses incurred by
the  Plan in  originating  a loan are paid by the  respective  participant  as a
deduction from the loan proceeds.

Termination of the Plan

The Company may  terminate  the Plan at any time  subject to the  provisions  of
ERISA. If the Plan is terminated,  the participants become fully vested and have
a nonforfeitable interest in their accounts.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  accounting  records  of the Plan are  maintained  on the  accrual  basis in
accordance  with generally  accepted  accounting  principles.  Distributions  to
participants are recorded when paid.

Investments

Contributions are invested by the trustee in the Plan's funds as directed by the
participants.  Investments,  other than  participant  loans, are carried at fair
value based on quoted market prices.  Participant loans are valued at face value
which  approximates  the future  principal and interest  payments  discounted at
prevailing interest rates for similar  instruments.  Unrealized  appreciation or
depreciation  caused  by  fluctuations  in the  fair  value  of  investments  is
recognized in income currently.  Interest and dividends are recognized as earned
and reinvested.

Expenses

The Plan pays all  administrative  expenses and fees relating to investment  and
management of the Plan funds, except legal and accounting fees which are paid by
the Company. Fees relating to certain withdrawals are paid by the participant.

Net Unrealized Appreciation (Depreciation) in Fair Value of Investments

Net  unrealized  appreciation  (depreciation)  in fair value of  investments  is
determined  by comparing  the fair value of each  investment at the beginning of
the plan year (or at the date of purchase for  investments  acquired  during the
plan year) with the fair value at the end of the plan year.

Net Realized Gain (Loss) on Investments

Net realized  gain (loss) on  investments  is  determined by comparing the sales
price of each investment as of the  disposition  date with the fair value at the
beginning of the plan year (or at the date of purchase for investments  acquired
during the current plan year).

(3)  FEDERAL INCOME TAXES

The Internal Revenue Service has issued a favorable  determination  letter dated
October 25, 1993 stating that the Plan and related trust has been  structured to
qualify  for tax  exempt  status  under  Section  401(a) of the IRC.  The Plan's
Administrative Committee and legal counsel believe that the Plan continues to be
designed and operated in accordance  with the  applicable IRC  requirements  and
with the requirements of ERISA.



<PAGE>





          DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

         ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                         AS OF DECEMBER 31, 1998



<TABLE>
<S><C>                                <C>                                                         <C>               <C>
        (b) Identity of issue,                                                                                            (e)
(a)borrower, lessor or similar party                (c) Description of investment                     (d) Cost       Current value
- -- ---------------------------------- ----------------------------------------------------------- ----------------- ----------------

*  Fidelity Investments               31,159  shares of Fidelity Advisor Growth Opportunities
                                         Fund                                                      $    1,220,485      $   1,565,421
*  Fidelity Investments               18,680  shares of Fidelity Advisor Equity Growth Fund               891,972          1,066,437
*  Fidelity Investments               467,253  shares of Fidelity Advisor Daily Money Fund: US
                                         Treasury                                                         467,253            467,253
*  Fidelity Investments               22,725  shares of Fidelity Advisor High Yield Fund                  278,532            257,480
*  Fidelity Investments               8,328  shares of Fidelity Advisor Equity Income Fund                222,525            236,195
*  Fidelity Investments               5,830  shares of Fidelity Advisor Overseas Fund                     101,228            102,616
*  Fidelity Investments               5,303  shares of Fidelity Advisor Natural Resources Fund            110,500             89,145
*  Fidelity Investments               3,425  shares of Fidelity Advisor Balanced Fund                      65,300             64,021
*  Fidelity Investments               2,471  shares of Fidelity Advisor Large Cap Fund                     39,079             42,253
*  Fidelity Investments               1,189  shares of Fidelity Advisor Strategic Opportunities
                                         Fund                                                              30,246             29,503
*  Fidelity Investments               2,439  shares of Fidelity Advisor Short Fixed Income Fund            22,815             22,785
*  Fidelity Investments               1,536  shares of Fidelity Advisor Mid Cap Fund                       20,710             22,124
*  Fidelity Investments               19,506  shares of Fidelity Advisor Daily Money Fund:
                                         Money Market                                                      19,506             19,506
*  Fidelity Investments               1,531  shares of Fidelity Advisor Strategic Income Fund              16,729             16,151
*  Fidelity Investments               1,471  shares of Fidelity Advisor Government Investment
                                         Fund                                                              14,240             14,608
*  Fidelity Investments               1,269  shares of Fidelity Advisor Intermediate Bond Fund             13,729             13,643
*  Fidelity Investments               1,407  shares of Fidelity Advisor Emerging Market Income
                                         Fund                                                              13,921             10,950
*  Simon Transportation Services      125,531 shares of common stock                                    1,292,315            729,712
*  Participant loans                  Interest rates ranging from 8.75% to 9.75%                          494,994            494,994
                                                                                                  ================= ================

                                                                                                      $ 5,336,079      $   5,264,797
                                                                                                  ================= ================
</TABLE>

* Denotes party-in-interest


<PAGE>



               DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

                   ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                         FOR THE YEAR ENDED DECEMBER 31, 1998




<TABLE>
<S>                       <C>                              <C>           <C>            <C>             <C>                <C>
                                                                                                               (h)
                                                                                                             Current
                                                               (c)            (d)            (g)            value at          (i)
       (a) Identity of            (b) Description           Purchase        Selling        Cost of         transaction        Net
       party involved                 of asset                price          price          asset              date           gain
- ------------------------- ------------------------------- -------------- -------------- --------------- ------------------ ---------

* Simon Transportation    Common Stock
   Services                                                 $   522,854      $   N/A       $  522,854       $    522,854   $    N/A
* Fidelity Investments    Fidelity Advisor Growth
                             Opportunities Fund                 696,198          N/A          696,198           696,198         N/A
* Fidelity Investments    Fidelity Advisor Equity Growth
                             Fund                               503,340          N/A          503,340           503,340         N/A
* Fidelity Investments    Fidelity Advisor Daily Money
                             Fund-US Treasury                   344,987          N/A          344,987           344,987         N/A
* Plan Participants       Participant Loans                     511,612          N/A          511,612           511,612         N/A
* Fidelity Investments    Fidelity Advisor Growth
                             Opportunities Fund                   N/A         516,549         469,401           516,549       47,148
* Fidelity Investments    Fidelity Advisor Equity Growth
                              Fund                                N/A         314,622         282,635           314,622       31,987
* Fidelity Investments    Fidelity Advisor Stock Holding          N/A         557,712         557,712           557,712           -
* Plan Participants       Participant Loans                       N/A         463,652         463,652           463,652           -


</TABLE>


* Denotes party-in-interest
<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements  of  the Securities Exchange Act of 1934,
the Plan Administrator has  duly  caused this  annual report to be signed by the
undersigned thereunto duly authorized.



                                                   Dick Simon Trucking, Inc.
                                                   Profit Sharing Plan and Trust
                                                   (Registrant)

                                                   /s/ Alban B. Lang
                                                   Alban B. Lang
                                                   Plan Administrator
Dated:   June 28, 1999


                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  of our  report  dated  June 19, 1999  included in this Form 11-K,
into  the  Company's  previously  filed  Registration  Statements, file  numbers
33-80389, 33-80391, and 33-80409.



/s/ Arthur Andersen LLP

Salt Lake City, Utah
June 28, 1999



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