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, 1999
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 South, 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, 1999 and 1998
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, 1999 and 1998, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
Salt Lake City, Utah
May 26, 2000
<PAGE>
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Index to Financial Statements and Schedule
Page
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 1999 and 1998 1
Statement of Changes in Net Assets
Available for Benefits for the Year Ended December 31, 1999 2
Notes to Financial Statements 3 - 6
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held for Investment
Purposes As of December 31, 1999 7
<PAGE>
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998
<TABLE>
<S> <C> <C>
1999 1998
---------------------- ---------------------
INVESTMENTS, at fair value:
Fidelity Advisor Funds-
Growth Opportunities Fund $ 1,588,469 $ 1,565,421
Equity Growth Fund 1,366,292 1,066,437
Daily Money Fund: U.S. Treasury 502,100 467,253
Equity Income Fund 324,819 236,195
High Yield Fund 262,148 257,480
Overseas Fund 199,379 102,616
Natural Resources Fund 116,346 89,145
Large Cap Fund 79,815 42,253
Balanced Fund 56,677 64,021
Daily Money Fund: Money Market 53,350 19,506
Mid Cap Fund 39,695 22,124
Value Strategies Fund 39,238 29,503
Short Fixed Income Fund 25,713 22,785
Emerging Markets Income Fund 25,478 10,950
Strategic Income Fund 19,499 16,151
Intermediate Bond Fund 17,948 13,643
Government Investment Fund 17,390 14,608
Simon Transportation Services, Inc. common stock 913,557 729,712
Participant loans 533,648 494,994
---------------------- ---------------------
Total investments 6,181,561 5,264,797
---------------------- ---------------------
CASH 162 111
---------------------- ---------------------
RECEIVABLES:
Participant contributions 67,559 88,002
Employer contributions 29,194 37,374
Accrued interest and dividends 3,709 3,338
---------------------- ---------------------
Total receivables 100,462 128,714
---------------------- ---------------------
LIABILITY:
Excess contributions payable (10,969) -
---------------------- ---------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 6,271,216 $ 5,393,622
====================== =====================
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
<TABLE>
<S> <C>
Total All Funds
-------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net realized gain $ 63,337
Net unrealized appreciation in fair value of investments 192,755
Interest and dividends 410,394
Contributions-
Employer 330,410
Participant 899,515
Rollovers 181,679
-------------------------
Total additions 2,078,090
-------------------------
REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
Distributions to participants (1,173,830)
Administrative expenses (26,666)
-------------------------
Total reductions (1,200,496)
-------------------------
Net increase 877,594
-------------------------
NET ASSETS AVAILABLE FOR BENEFITS, beginning of the year
5,393,622
-------------------------
NET ASSETS AVAILABLE FOR BENEFITS, end of the year $ 6,271,216
=========================
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
(1) Plan Description
Simon Transportation Services, 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.
Forfeitures of nonvested employer matching contributions, which amounted to
$55,833 during the year ended December 31, 1999, are offset against future
employer matching contributions. During the year ended December 31, 1999,
$32,194 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.
<PAGE>
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 Value Strategies 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
<PAGE>
on the date of the loan. As of December 31, 1999, the interest rates on
participant loans ranged from 8.75 to 9.50 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 accounting principles generally accepted in the United States.
Distributions to participants are recorded when paid.
New Accounting Pronouncement
The Accounting Standards Executive Committee issued Statement of Position 99-3,
"Accounting For and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters" ("SOP No. 99-3") which eliminates the requirement
for a defined contribution plan to disclose participant directed investment
programs. SOP No. 99-3 was adopted for the 1999 financial statements and as
such, the financial statements have been reclassified to eliminate the
participant directed fund investment program disclosures.
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>
(4) Excess Contributions
The Plan had received excess contributions of $10,969 as of December 31, 1999.
The excess contributions resulted from employer contributions that were made
above limits established by certain anti-discrimination rules prescribed by the
IRC. These excess contributions were refunded to certain participants during
March 2000.
<PAGE>
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
<TABLE>
<S> <C> <C> <C>
(b) Identity of issue, borrower,
(a) lessor or similar party (c) Description of investment (e) Current value
--------- ------------------------------- ----------------------------------------------- ------------------
* Fidelity Investments 34,043 shares of Fidelity Advisor Growth $ 1,588,469
Opportunities Fund
* Fidelity Investments 19,080 shares of Fidelity Advisor Equity 1,366,292
Growth Fund
* Simon Transportation 155,454 shares of common stock 913,557
Services, Inc.
* Participant loans Interest rates ranging from 8.75% to 9.50% 533,648
* Fidelity Investments 502,100 shares of Fidelity Advisor Daily 502,100
Money Fund: US Treasury
* Fidelity Investments 12,455 shares of Fidelity Advisor Equity 324,819
Income Fund
* Fidelity Investments 23,056 shares of Fidelity Advisor High Yield 262,148
Fund
* Fidelity Investments 8,391 shares of Fidelity Advisor Overseas Fund 199,379
* Fidelity Investments 5,153 shares of Fidelity Advisor Natural 116,346
Resources Fund
* Fidelity Investments 3,711 shares of Fidelity Advisor Large Cap 79,815
Fund
* Fidelity Investments 3,106 shares of Fidelity Advisor Balanced Fund 56,677
* Fidelity Investments 53,350 shares of Fidelity Advisor Daily Money 53,350
Fund: Money Market
* Fidelity Investments 2,128 shares of Fidelity Advisor Mid Cap Fund 39,695
* Fidelity Investments 1,701 shares of Fidelity Advisor Value 39,238
Strategies Fund
* Fidelity Investments 2,822 shares of Fidelity Advisor Short Fixed 25,713
Income Fund
* Fidelity Investments 2,640 shares of Fidelity Advisor Emerging 25,478
Market Income Fund
* Fidelity Investments 1,862 shares of Fidelity Advisor Strategic 19,499
Income Fund
* Fidelity Investments 1,756 shares of Fidelity Advisor Intermediate 17,948
Bond Fund
* Fidelity Investments 1,901 shares of Fidelity Advisor Government 17,390
Investment Fund
<FN>
* Denotes party-in-interest
</FN>
</TABLE>
<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 27, 2000
