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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))Proxy Statement
Definitive Proxy Statement
Definitive Additional Materials
X Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Simon Transportation Services Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
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<PAGE>
June 5, 2000
Dear Fellow Stockholders:
By now you may have received from Jerry Moyes materials related to a tender
offer by Mr. Moyes for shares of the Company's Common Stock at a price of
$7.00 per share. As more fully described in a letter from Richard D. Simon to
stockholders dated May 26, 2000, the Board has elected to remain neutral with
respect to the tender offer but Mr. Simon and other members of the Company's
management have indicated that they do not intend to tender any of their
shares to Mr. Moyes. The Board continues to remain neutral with respect to the
tender offer.
Without notifying the Company in advance, however, Mr. Moyes simultaneously
commenced a legal process called a "consent solicitation" in which he is
seeking to take control of the Company's Board of Directors. If you have
already received Mr. Moyes' consent solicitation documents, do NOT sign or
return them.
The Board is strongly opposed to Mr. Moyes' hostile consent solicitation
because it violates the good faith in which the Board cooperated with Mr.
Moyes in the tender offer and, more importantly, would give Mr. Moyes
effective control of the Company without having paid for it.
WE STRONGLY URGE YOU NOT TO SIGN OR RETURN ANY CONSENT CARDS THAT MR. MOYES
MAY SEND YOU.
The Company will be sending you shortly a form of "Revocation of Consent
Statement" and "Revocation of Consent Card," which will more thoroughly
dispute Mr. Moyes assertions. In the meantime, the Board requests that you
carefully read the following information which raises serious questions as to
the motivations of Mr. Moyes in the consent solicitation.
CONSIDER THESE FACTS:
o Mr. Moyes is Attempting to Gain Control Without Paving For It. Mr.
Moyes is attempting to quickly gain control of the Company through the
consent solicitation process without paying you any control premium (or
any consideration whatsoever) for such control. Mr. Moyes states in
his consent solicitation documents that the purpose of the consent is
so that he may complete the tender offer. We believe this statement is
disingenuous. The Board draws this conclusion from the numerous and
significant conditions precedent Mr. Moyes has placed on the tender offer
and from his declared intention to borrow a significant portion of the
funds to complete the tender offer. The Board has already announced that
it will not stand in the way of Mr. Moyes' tender offer and has in fact
waived the applicable anti-takeover statutes and has otherwise cooperated
with Mr. Moyes. Mr. Moyes' consent solicitation can do nothing to further
the likelihood
<PAGE>
of success of the tender offer. In fact, contrary to Mr. Moyes'
statements, the consent solicitation is nothing more than an attempt by
Mr. Moyes to seize control of the Company through the back door (even if
his tender offer fails or he chooses not to proceed with it), all while
owning a mere 10.8% of the Company.
o The Board Has Been Elected By An Overwhelming Majority - Including Mr.
Moyes. The Board that Mr. Moyes seeks to remove was overwhelmingly
elected over staggered terms at the past three annual meetings by 94.5%
to 99.5% of the voting stockholders of the Company. Since he first began
to accumulate shares, Mr. Moyes has voted for the current Board,
including most recently in February of 2000. Your Board remains committed
to the Company's long-term strategic goals and to the enhancement of
stockholder value.
o Key Customer and Employee Relations Will Be Damaged. The Board believes
that if Mr. Moyes is successful in his consent solicitation, the
Company's relationships with key customers and employees may be
irreparably damaged. The Company's executives have a collective 114 years
of experience in the refrigerated trucking industry and have forged
strong ties with many of the Company's key customers. Under the direction
of the Board and current management, in recent months the Company has
announced publicly that it (i) had a profitable second quarter, (ii)
anticipates that the remaining debt on its facilities will be repaid by
August of this year which will significantly improve the Company's cash
flow position and (iii) has improved its operating performance in several
key areas, including increased haul lengths, decreased numbers of
unseated trucks, increased driver retention, increased mileage on seated
trucks and the negotiation of advantageous equipment contracts. Several
of the Company's managers have told the Board that they will resign if
Mr. Moyes is successful in his consent solicitation and a number of key
customers have expressed significant concerns regarding the disruption
that a hostile consent solicitation would have on their business
relationships with the Company,
WE URGE YOU NOT TO RETURN ANY CONSENT CARDS YOU MAY RECEIVE FROM MR. MOYES.
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The Company's detailed response to the consent solicitation contained in the
form of "Revocation of Consent Statement" and form "Revocation of Consent Card"
will be furnished to you shortly. In the meantime, if you have any questions or
require any assistance, please call Georgeson Shareholder Communications,
our solicitation advisor, toll-free at (800) 223-2064.
Once again know that we appreciate all of our stockholders.
YOUR BOARD OF DIRECTORS
By: /s/ Richard D. Simon
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Richard D. Simon
Chairman
<PAGE>
IMPORTANT
1. We urge you not to sign any consent card which is sent to you by Jerry
Moyes. If you have already returned one, the Company will provide you with
a form of revocation shortly.
2. If you have questions or need assistance in voting your shares, please
call toll free:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, l0th Floor
New York, NY 10004
Call Toll-Free (800) 223-2064
This letter is not a proxy statement or a consent statement. The Board is not
soliciting any authorization, consent or revocation through this letter. The
Board presently intends to solicit an authorization, consent or revocation from
the stockholders, by filing with the SEC and delivering to the stockholders a
proxy, consent or revocation statement. If the Board does so, please read it
carefully, because it will contain important information about the Company, the
Board, and the matters that the Board will ask the stockholders to consider and
either act upon or consent to.
Simon Transportation Services Inc. files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934, as amended.
The SEC maintains an Internet world wide web site at http://www.sec.gov, that
provides access, without charge, to such reports, proxy statements and other
information. You can also obtain such reports, proxy statements and other
information, without charge, from Simon Transportation Services Inc., by
contacting the Corporate Secretary, telephone: (801) 924-7000, facsimile: (801)
924-7118.
<PAGE>
PARTICIPANTS IN THIS LETTER
This letter is being delivered to you on behalf of the Board of Simon
Transportation Services Inc. pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended. Pursuant to that Rule, each of your Board
member's names and holdings of Simon's capital stock as of June 1, 2000 are
listed below:
<TABLE>
<S> <C> <C> <C> <C>
Amount &
Nature of Percent
Beneficial Percent of of Total
Name of Beneficial Owner Ownership(1) Title of Class Class Shares(2)
------------------------ ------------ -------------- ----- --------
Richard D. Simon 10,000 Class A Common * *
Richard D. Simon (3) 913,751 Class B Common 100.0% 14.1%
Alban B. Lang 122,837 Class A Common 2.2% 1.9%
Kelle A. Simon 137,777 Class A Common 2.5% 2.1%
Lyn Simon 132,248 Class A Common 2.4% 2.0%
Richard D. Simon, Jr. 130,995 Class A Common 2.4% 2.0%
Sherry L. Bokovoy 123,338 Class A Common 2.2% 1.9%
Gus E. Paulos -- Class A Common -- --
Don L. Skaggs 55,000 Class A Common 1.0% *
Irene Warr 4,700 Class A Common * *
All directors and executive 1,630,646 (4) Class A & Class B N/A 25.2%
officers as a group (9 persons) Common
</TABLE>
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* Less than one percent.
1 In accordance with applicable rules under the Securities Exchange Act of 1934,
as amended, the number of shares beneficially owned includes 69,200 Class A
Common Shares 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 were, at June 1, 2000, either currently exercisable or were
scheduled to become exercisable within 60 days of June 1, 2000. The 55,800
remaining shares underlying options granted to the Optionees that were not
scheduled to become exerciable within 60 days of June 1, 2000 are excluded. The
options have exercise prices ranging from $9.00 to $23.38 per share. The shares
owned also include an aggregate 23,156 shares of Class A Common Shares held in
the Company's 401(k) Plan on behalf of Alban B. Lang (9,378 shares), Lyn Simon
(11,205 shares), and Sherry L. Bokovoy (2,573 shares). The total shares include
3,000 shares underlying stock options granted to Irene Warr that are currently
exercisable or were scheduled to become exercisable within 60 days of June 1,
2000. Unless otherwise indicated all shares are owned directly.
2 Percentage based on both Class A and Class B Common Shares 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.
3 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 24.9% of the combined voting power of
the Shares. Richard D. Simon filed a Form 13G with the Commission on February
10, 2000.
4 Include approximately 349,000 share underlying exercisable stock options with
exercise prices ranging from $9.00 to $23.38 per share.
