SCHEDULE 14A 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
---------
$ 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
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(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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<PAGE>
SIMON TRANSPORTATION SERVICES INC.
P.O. Box 26297
Salt Lake City, Utah 84126-0297
--------------------------------------------
NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 4, 2000
- --------------------------------------------------------------------------------
To Our Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Simon
Transportation Services Inc., a Nevada corporation (the "Company"), following
the fiscal year ended September 30, 1999, will be held at the Simon
Transportation Services Inc. corporate headquarters, 5175 South 2100 West, West
Valley City, Utah 84120, at 10:00 a.m., Mountain Standard Time, on February 4,
2000, 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 2000 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 January 3,
2000, 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
January 6, 2000
<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 FEBRUARY 4, 2000
- --------------------------------------------------------------------------------
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 Annual Meeting of
Stockholders of the Company following the fiscal year ended September 30, 1999
("Annual Meeting"), which will be held at the Simon Transportation Services Inc.
corporate headquarters, 5175 West 2100 South, West Valley City, Utah 84120, on
February 4, 2000, 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 January 6, 2000.
The enclosed copy of the Company's annual report for the fiscal year
ended September 30, 1999, 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 January 3, 2000
("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 December 15, 1999, there were outstanding 5,196,358 shares
of Class A Common Stock, par value one cent ($.01), entitled to cast an
aggregate 5,196,358 votes on all matters subject to a vote at the Annual
Meeting, and 913,751 shares of Class B Common Stock, par value one cent ($.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 6,110,109 shares of Common
Stock outstanding, entitled to cast an aggregate 7,023,860 votes on all matters
subject to a vote at the Annual Meeting. The number of outstanding shares
excludes approximately 1,392,500 shares of Class A Common Stock reserved for
issuance to employees under the Company's incentive stock plan. Of the shares
reserved, options have been granted covering approximately 1,001,000 shares and
approximately 270,000 shares were at December 15, 1999, 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 the shares reserved, options have been granted covering 7,000 shares
and 5,000 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
Board of Directors
The Company's Bylaws permit the Board of Directors to establish the
number of directors that comprise the Board. On December 15, 1999, the Board of
Directors voted to increase the number of board members, with and one additional
director designated a Class II director. The increase in the number of directors
is effective as of the Annual Meeting. In addition, the Board accepted the
resignation of H.J. Frazier as a Class III director effective December 10, 1999.
Mr. Frazier has served as a director since the Company's initial public offering
in 1995 and his term as a director would have expired at the Company's Annual
Meeting following the fiscal year ended September 30, 2000. Effective December
15, 1999, the Board appointed Gus E. Paulos to serve as a Class III director to
fulfill the term of Mr. Frazier.
Directors Nominated for Election
At the Annual Meeting, the Stockholders will elect three (3) directors
to serve on the Board of Directors. Don L. Skaggs has been nominated for
election as a Class II director. Irene Warr and Sherry L. Bokovoy have been
designated Class II directors and each is standing for re-election. In the
absence of contrary instructions, each proxy will be voted for the election of
such individuals to the indicated director class.
Alban B. Lang, Lyn Simon, and Richard D. Simon, Jr. serve as Class I
directors. Richard D. Simon, Kelle A. Simon, and Gus E. Paulos serve as Class
III directors. The term of Class I directors expires at the Annual Meeting
following the fiscal year ended September 30, 2001, the term of Class II
directors expires at the Annual Meeting following the fiscal year ended
September 30, 2002, and the term of Class III directors expires at the Annual
Meeting following the fiscal year ended September 30, 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 63 Chairman of the Board, President, and 1972 III
Chief Executive Officer
Alban B. Lang 53 Chief Operating Officer, Chief Financial 1988 I
Officer, Treasurer, and Secretary;
Director
Kelle A. Simon 38 Vice President of Maintenance and Fleet 1997 III
Purchasing, Director
Lyn Simon 35 Vice President of Sales and Marketing, 1997 I
Director
Richard D. Simon, Jr. 28 Vice President of Operations, 1997 I
Director
Sherry L. Bokovoy 31 Assistant Secretary/Treasurer, Director 1997 II
Gus E. Paulos 1 2 58 Director 1999 III
Don L. Skaggs 2 44 Director Nominee -- II
Irene Warr 2 68 Director 1995 II
<FN>
1 Member of the Compensation Committee.
2 Member of the Audit Committee.
</FN>
</TABLE>
<PAGE>
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 Chief Operating Officer in March 1999. 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.
Lyn Simon has served as Vice President of Sales and Marketing since
1986. From July 1998 to February 1999, he also served as Vice President of
Operations. 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. was reappointed Vice President of Operations in
February 1999. He previously served in this position from 1992 until July 1998.
From July 1998 to February 1999, Mr. Simon served as the Company's Vice
President of Driver Relations. 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.
Gus E. Paulos has served as the President of Gus Paulos Chevrolet
since 1980. Mr. Paulos has served as President of the Western Region Advertising
Association for Chevrolet Motor Corporation for the past six years.
Don L. Skaggs has served as the President of Skaggs Co. Inc. since
1997. Prior to this time, Mr. Skaggs served as President of Skaggs
Telecommunication Service, a subsidiary of American Stores Co. from 1980
through 1997. Skaggs Co. Inc. is a privately-held manufacturer and distributor
of law enforcement communication equipment and clothing.
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.
Meetings and Compensation
Board of Directors. During the fiscal year ended September 30, 1999,
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.
<PAGE>
Compensation Committee. The Compensation Committee of the Board of
Directors met once during fiscal year 1999, 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 1999 is set forth below. See "Compensation Committee Report on Executive
Compensation."
Audit Committee. The Audit Committee met once during fiscal year 1999,
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. The Board of Directors has nominated Mr. Paulos to
replace Ms. Warr on the Compensation Committee following the Annual Meeting.
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.
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 1999 fiscal year. Mr. Bokovoy was paid an aggregate $94,600 during fiscal
year 1999.
During the 1999 fiscal year, Simon Transportation Services Inc.
purchased $93,257 of vehicles from Gus Paulos Chevrolet and $65,487 of
electronic video and security equipment from Skaggs Telecommunications. Prices
were established through arms-length negotiations between the parties.
For additional information concerning certain transactions involving
the Company's officers and directors, see "Compensation Committee Interlocks and
Insider Participation."
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation paid to the chief executive officer and the four other
named executive officers of the Company (the "Named Officers"), for services in
all capacities to the Company for the fiscal years ended September 30, 1999,
1998, and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name and Principal Position Year Salary Bonus Other Annual Restricted Option/ LTIP All Other
Compensation Stock SAR Payouts Compensation1
Award(s)
($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
Richard D. Simon, 1999 348,400 - - - - - 2,803
Chairman, President, and 1998 348,400 - - - - - 2,803
Chief Executive Officer 1997 348,400 163,750 - - - - 2,803
Alban B. Lang, 1999 156,000 - - - - - 2,803
Chief Operating Officer, Chief 1998 156,000 - - - 75,000 - 2,803
Financial Officer, Treasurer, 1997 156,000 98,250 - - 27,000 - 2,803
and Secretary
Kelle A. Simon, 1999 156,000 - - - - - 2,803
Vice President of Maintenance 1998 156,000 - - - 75,000 - 2,803
and Fleet Purchasing 1997 156,000 98,250 - - 27,000 - 2,803
Lyn Simon, 1999 156,000 - - - - - 2,803
Vice President of Sales and 1998 156,000 - - - 75,000 - 2,803
Marketing 1997 156,000 98,250 - - 27,000 - 2,803
Richard D. Simon, Jr., 1999 156,000 - - - - - 2,803
Vice President of Operations 1998 156,000 - - - 75,000 - 2,803
1997 156,000 98,250 - - 27,000 - 2,803
<FN>
1 Represents the amount of Company-paid health benefits.
</FN>
</TABLE>
The Company did not grant options to purchase shares of Class A Common
Stock to any of the Named Officers during the fiscal year ended September 30,
1999.
The following table sets forth information with respect to the Named
Officers concerning the exercise and ownership of options held at September 30,
1999:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<S> <C> <C> <C> <C>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options/SARs at FY-End Options/SARs at FY-End
Acquired on Value (#) ($)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------- ------------------- ---------------- ----------------------------- -----------------------------
Richard D. Simon - - - -
Alban B. Lang - - 44,200/80,800 $0/0
Kelle A. Simon - - 44,200/80,800 $0/0
Lyn Simon - - 44,200/80,800 $0/0
Richard D. Simon, Jr. - - 44,200/80,800 $0/0
</TABLE>
<PAGE>
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.
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 net awards to date of stock
options covering 986,700 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 1999, therefore the executive officers did not receive bonuses. The
Chief Executive Officer owns approximately 15.7% 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.
<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,
1999.
GRAPH WAS CENTERED HERE IN PRINTED FORM
<TABLE>
<CAPTION>
Legend
<S> <C> <C> <C> <C> <C> <C>
Symbol Index Description 11/17/95 9/30/96 9/30/97 9/30/98 9/30/99
- ------ ----------------- -------- ------- ------- ------- -------
___________ SIMON TRANSPORTATION SERVICES INC. $100.0 $156.0 $266.2 $ 57.7 $ 53.5
- - . . - . . NASDAQ Stock Market (US Companies) $100.0 $118.3 $162.5 $165.2 $268.3
- - . - . - . CRSP Index for NASDAQ Trucking & $100.0 $101.8 $143.5 $106.9 $124.4
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 December 15, 1999, 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 director nominee, 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>
Title of Class Name of Beneficial Owner 1 Amount & Nature of Percent of Class 3
Beneficial
Ownership 2
Class A Common Richard D. Simon 48,425 Class A - *
Class B Common Richard D. Simon 4 913,751 Class B - 100%
Total - 14.9%
Class A Common Alban B. Lang 117,896 1.8%
Class A Common Kelle A. Simon 139,808 2.2%
Class A Common Lyn Simon 126,896 2.0%
Class A Common Richard D. Simon, Jr. 126,395 2.0%
Class A Common Sherry L. Bokovoy 118,738 1.8%
Class A Common Gus E. Paulos -- --
Class A Common Don L. Skaggs 55,000 *
Class A Common Irene Warr 4,700 *
Class A Common Jerry Moyes 5 387,650 6.0%
Class A Common SME Steel Contractors, Inc. 5 300,000 4.7%
Class A Common Dimensional Fund Advisors Inc. 291,300 4.5%
Class A Common Wynnefield Capital Management 330,500 5.1%
Class A Common Capital Research and Management Company 300,000 4.7%
Class A & Class B All directors and executive officers as a group 1,596,609 24.8%
Common (8 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 business address of Gus E. Paulos
is 4050 West 3500 South, West Valley City, Utah 84120. The business address
of Don L. Skaggs is 3828 South Main Street, Salt Lake City, Utah 84115. The
business address of Jerry Moyes is 2200 South 75th Avenue, Phoenix, Arizona
85043. The address of SME Steel Contractors, Inc. is 5955 West Wells Park Road,
West Jordan, Utah 84088. The address of Dimensional Fund Advisors Inc. is
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401-1038. The
address of Wynnefield Capital Management is One Penn Plaza, Suite 4720, New
York, New York 10119. The address of Capital Research and Management Company is
333 South Hope Street, Los Angeles, California 90071.
2 In accordance with applicable rules under the Securities Exchange Act of 1934,
as amended, the number of shares beneficially owned includes 64,600 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 60,400 remaining shares underlying options
granted to the Optionees that are not exercisable within 60 days are excluded.
The shares owned also include an aggregate 67,119 shares of Class A Common Stock
held in the Company's ss.401(k) Plan on behalf of Richard D. Simon (38,425
shares), Alban B. Lang (9,037 shares), Kelle A. Simon (6,631 shares), Lyn Simon
(10,453 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 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.
5 Mr. Moyes owns approximately 75% of the outstanding voting stock of the
parent corporation of SME Steel Contractors, Inc. According to Mr. Moyes
Schedule 13D filing, beneficial ownership of any shares not attributable to
the 75% ownership is disclaimed.
</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 2000 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 Annual Meeting of
the Stockholders of the Company following the fiscal year ended September 30,
2000, must be received by the Corporate Secretary of the Company at the
Company's principal executive offices on or before September 8, 2000, 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
January 6, 2000
