<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): September 10, 1998
J.B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
ARKANSAS 0-11757 71-0335111
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
(Address, including Zip Code, of principal executive offices)
(501) 820-0000
(Registrant's telephone number, including area code)
<PAGE> 2
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On September 10, 1998, J.B. Hunt Transport Services, Inc. (the
"Company") sold $100,000,000 of its 7% Senior Notes due 2004 pursuant to a
prospectus supplement dated September 4, 1998. The prospectus supplement was
filed pursuant to a shelf registration statement (No. 33-64950) on Form S-3,
covering an aggregate of up to $250,000,000 of debt securities to be sold from
time to time. The Senior Notes were issued pursuant to the terms of a senior
indenture dated July 1, 1993, between the Company and LaSalle National Bank, as
successor Trustee.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
The following documents are filed as exhibits to this report:
(4A) Terms Agreement
(4B) Form of 7% Senior Notes due 2004
(5) Opinion of Wright, Lindsey & Jennings
(12) Computation of Ratio of Earnings to Fixed Charges
(15) Letter from KPMG Peat Marwick LLP, independent public
accountants, re unaudited interim financial information
Item 8. Change in Fiscal Year.
Not Applicable.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
J.B. HUNT TRANSPORT SERVICES, INC.
/s/ Jerry W. Walton
---------------------------------
Jerry W. Walton
Executive Vice President, Finance and
Chief Financial Officer
DATE: September 10, 1998
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
(4A) Terms Agreement
(4B) Form of Senior Notes due 2004
(5) Opinion of Wright, Lindsey & Jennings
(12) Computation of Ratio of Earnings to Fixed Charges
(15) Letter from KPMG Peat Marwick LLP, independent public accountants, re
unaudited interim financial information
</TABLE>
<PAGE> 1
EXHIBIT 4A
J.B. HUNT TRANSPORT SERVICES, INC.
DEBT SECURITIES
TERMS AGREEMENT
Dated: September 4, 1998
J.B. Hunt Transport Services, Inc.
615 J. B. Hunt Corporate Drive
Lowell, Arkansas 72745
Dear Sirs:
We understand that J.B. Hunt Transport Services, Inc., an Arkansas
corporation (the "COMPANY"), proposes to issue and sell $100,000,000 aggregate
principal amount of its Debt Securities (the "SECURITIES"). Subject to the terms
and conditions set forth herein or incorporated by reference herein, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated, BancAmerica Securities, Inc., ABN AMRO Incorporated
and Stephens Inc. (the "UNDERWRITERS") hereby offer to purchase such Securities.
SECTION 1. The Securities to be purchased by the Underwriters, which
are to be issued under a Senior Indenture dated as of July 1, 1993, between the
Company and LaSalle National Bank, as successor Trustee, shall have the
following terms:
Title: 7% Senior Notes due 2004 (the "NOTES").
Principal amount to be issued: $100,000,000.
Date of maturity: September 15, 2004.
Interest rate: 7%.
Interest payment dates: March 15 and September 15, commencing March
15, 1999. Interest paid on March 15, 1999, will consist of
interest accrued from the date of initial issuance of the
Notes.
Public offering price: 100% of principal amount.
Purchase price: 99.4% of principal amount (representing a .6%
underwriters' discount).
Redemption provisions: None.
Sinking fund: None.
- 1 -
<PAGE> 2
Delayed delivery contracts: None.
Closing date and location: September 10, 1998, at the offices of
Haynes and Boone, LLP, 901 Main St., Suite 3100, Dallas,
Texas 75202-3789.
Additional co-managers, if any: None.
Additional underwriters, if any: None.
Current ratings: Moody's Investors Services - Baa2
Standard & Poor's Corporation - BBB+
SECTION 2. Expect as provided in Section 3 below, all of the
provisions contained in the document entitled "J.B. Hunt Transport Services,
Inc. Debt Securities, Underwriting Agreement -- Basic Provisions," dated as of
July 1, 1993 (the "UNDERWRITING AGREEMENT"), a copy of which is attached hereto
as Annex A, are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms used herein but not defined
herein shall have the meanings ascribed to such terms in the Underwriting
Agreement. Each Underwriter agrees, subject to the terms and provisions of this
Terms Agreement, including the terms and provisions incorporated by reference
herein, to purchase from the Company the respective principal amount of
Securities set forth opposite its name on Schedule I hereto.
SECTION 3. The provisions of the Underwriting Agreement shall be
amended as follows:
3.1 The first sentence of the second paragraph of Section 2 of the
Underwriting Agreement shall be amended by deleting such sentence in
its entirety and replacing it with the following:
Payment of the purchase price for, and delivery of, any
Securities to be purchased by the Underwriters shall be
made at the place set forth in the applicable Terms
Agreement, or at such other place as shall be agreed
upon by the Representatives and the Company, on the
third business day (unless postponed in accordance with
the provisions of Section 10) following the date of the
applicable Terms Agreement or such other time as shall
be agreed upon by the Representatives and the Company
(each such time and date being referred to as a "Closing
Time").
3.2 Section 3 of the Underwriting Agreement shall be amended by
adding the following as Section 3(j):
(j) This Agreement and the Terms Agreement have been
duly authorized, executed and delivered by the Company.
3.3 Section 3 of the Underwriting Agreement shall be amended by
adding the following as Section 3(k):
- 2 -
<PAGE> 3
(k) The Indentures have been duly authorized by the
Company and duly qualified under the 1939 Act and
constitute valid and binding agreements of the Company,
enforceable against the Company in accordance with their
terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered
in a proceeding in equity or at law).
3.4 Section 4(b)(i)(11) shall be amended by deleting the entire
section and replacing it with the following:
(11) Nothing has come to our attention that would lead
us to believe that the Registration Statement or any
amendment thereto, including the Rule 430A Information
and Rule 434 Information (if applicable), (except for
financial statements, statistical data and schedules and
other financial data included or incorporated by
reference therein or omitted therefrom and the
Statements of Eligibility and Qualification on Form T-1
filed as an exhibit thereto, as to which we need make no
statement), at the time such Registration Statement or
any such amendment became effective, contained an untrue
statement of a material fact or omitted to state a
material fact required to be stated therein or necessary
to make the statements therein not misleading or that
the Prospectus or any amendment or supplement thereto
(except for financial statements, statistical data and
schedules and other financial data included or
incorporated by reference therein or omitted therefrom
and the Statements of Eligibility and Qualification on
Form T-1, as to which we need make no statement), at the
time the Prospectus was issued, at the time any such
amended or supplemented prospectus was issued or at the
Closing Time, included or includes an untrue statement
of a material fact or omitted or omits to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading.
3.5 Section 4(b)(i)(15) shall be amended by deleting the entire
section and replacing it with the following:
(15) Each document filed pursuant to the 1934 Act (other
than the financial statements and supporting schedules
or other financial data included or incorporated by
reference therein, as to which no opinion need be
rendered) and incorporated or deemed to be incorporated
by reference in the Prospectus complied when so filed as
to form in all material respects with the 1934 Act and
the 1934 Act Regulations.
- 3 -
<PAGE> 4
3.6 The references to "Fulbright & Jaworksi L.L.P." contained in
Sections 4(b)(ii) and 4(b)(iii) of the Underwriting Agreement shall
be deleted and replaced with "Haynes and Boone, LLP."
3.7 Section 4(d) of the Underwriting Agreement shall be amended by
deleting the entire section and replacing it with the following:
(d) You shall have received from KPMG Peat Marwick or
other independent certified public accountants
acceptable to the Representatives a letter, at the time
of the execution of the applicable Terms Agreement, in
form and substance satisfactory to the Representatives.
You shall also receive a letter, dated as of the
applicable Closing Time, reaffirming the statements made
in the letter furnished at the time of the execution of
the applicable Terms Agreement, except that the
specified date referred to shall be a date not more than
three business days prior to Closing Time.
3.8 Section 9(a)(ii) shall be amended by deleting it and replacing
it with the following:
(ii) if there has occurred any material adverse change
in the financial markets in the United States or if
there has occurred any outbreak of hostilities or
escalation thereof or other calamity or crisis, the
effect of which on the financial markets of the United
States is such as to make it, in the judgment of the
Representatives, impracticable to market the Securities
or to enforce contracts for the sale of the Securities
or
3.9 The following shall be added as Section 1(o):
(o) Each Prospectus or Prospectus Supplement included as
part of the Registration Statement as originally filed
or as part of any amendment or supplement thereto, or
filed pursuant to Rule 424 under the 1933 Act, complied
when so filed in all material respects with the
provisions of the 1933 Act and the 1933 Act Regulations,
except that this representation and warranty does not
apply to statements or omissions from the Registration
Statement, the Prospectus or the Prospectus Supplement
made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in
writing by or on behalf of any Underwriter through
Merrill Lynch & Co. expressly for use therein. The
Commission has not issued any order preventing or
suspending the use of the Prospectus or Prospectus
Supplement.
SECTION 4. Any notice by the Company to the Underwriters pursuant to
this Terms Agreement shall be in writing and shall be deemed to have been duly
given if mailed or transmitted by any standard form of telecommunication address
to: Merrill Lynch, Pierce, Fenner & Smith Incorporated, 250 Vesey Street, New
York, New York 10281; Attention:
- 4 -
<PAGE> 5
Robert K. Lyons. Please accept this offer by signing a copy of this Terms
Agreement in the space set forth below and returning the signed copy to us.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
BANCAMERICA SECURITIES, INC.
ABN AMRO INCORPORATED
STEPHENS INC.
BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ ROBERT K. LYONS
---------------------------------------
Name: Robert K. Lyons
Title: Managing Director, manager, US
Capital Market Services, USA & Canada
ACCEPTED:
J.B. HUNT TRANSPORT SERVICES, INC.
By: /s/ JERRY W. WALTON
--------------------------------
Name: Jerry W. Walton
Title: Executive Vice President,
Finance and Chief Financial Officer
- 5 -
<PAGE> 6
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................. $ 30,000,000
J.P. Morgan Securities Inc. ..................................... 30,000,000
Morgan Stanley & Co. Incorporated ............................... 30,000,000
BancAmerica Securities, Inc. .................................... 5,000,000
ABN AMRO Incorporated ........................................... 2,500,000
Stephens Inc. ................................................... 2,500,000
-------------
TOTAL ....................... $ 100,000,000
=============
</TABLE>
- 6 -
<PAGE> 1
EXHIBIT 4B
REGISTERED REGISTERED
N U M B E R [J.B. HUNT LOGO] AMOUNT
SPECIMEN $100,000,000
CUSIP 445658 AC 1
J.B. HUNT TRANSPORT SERVICES, INC.
7% SENIOR NOTES DUE SEPTEMBER 15, 2004
J.B. HUNT TRANSPORT SERVICES, INC., a corporation duly organized and existing
under the laws of Arkansas (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), FOR VALUE
RECEIVED, HEREBY PROMISES TO PAY TO
SPECIMEN
or registered assigns the principal sum of Dollars
on September 15, 2004, in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually on March 15 and September 15
of each year, on said principal sum, in like coin or currency, at the rate per
annum specified in the title of this Security, to the registered holder hereof
as of the close of business on the last day of the month preceding the month in
which an interest payment is due, except as otherwise provided in the Indenture
referred to on the reverse hereof, all at the office or agency of the Company in
the City of Lowell, State of Arkansas, from the March 15 or September 15, as the
case may be, next preceding the date of this Security to which interest has been
paid (unless the date hereof is a March 15 or September 15 to which interest has
been paid in which case from the date hereof or unless the date hereof is prior
to the payment of any interest on the Securities, in which case from September
10, 1998 or unless the date hereof is between the first day of March or
September, as the case may be, and the next following March 15 or September 15,
in which case from such March 15 or September 15, except that, if the Company
shall default in payment of the interest due on such March 15 or September 15,
then from the next preceding March 15 or September 15 to which interest has been
paid or, if no interest has been paid on the Securities, from September 10,
1998) until payment of said principal sum has been made or duly provided for;
provided, however, that payment of interest may be made at the option of the
Company by check mailed on or before the payment date to the address of the
person entitled thereto as such address shall appear in the Security register.
This Security shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee or an
Authenticating Agent under the Indenture referred to on the reverse hereof.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
<TABLE>
<S> <C> <C> <C>
TRUSTEES' AUTHENTICATION CERTIFICATE
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
LASALLE NATIONAL BANK,
as successor Trustee
By
-------------------------------------------------
Authorized Signatory
J.B. HUNT TRANSPORT SERVICES, INC.
[SEAL]
ATTEST: By:
------------------------ ------------------------
Secretary Chairman of the Board
</TABLE>
<PAGE> 2
J.B. HUNT TRANSPORT SERVICES, INC.
7% SENIOR NOTES DUE SEPTEMBER 15, 2004
1. DESIGNATION
This Security is one of a duly authorized series of Securities of the
Company, designated as its 7% Senior Notes Due September 15, 2004 (herein called
the "Securities"), limited to the aggregate principal amount of $100,000,000,
all issued or to be issued under and pursuant to a senior indenture dated as of
July 1, 1993 (herein called the "Indenture"), duly executed and delivered by the
Company and LaSalle National Bank, as successor Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Securities. Capitalized terms used but not defined herein are
defined in the Indenture and are used herein with the same meanings as ascribed
to them therein.
2. PAYING AGENT AND REGISTRAR
Initially, the Trustee will act as Paying Agent, Registrar and as the
agent where notices and demands to or upon the Company in respect of the
Securities may be served. The Company may appoint and change any Paying Agent,
Registrar or agent for notices without notice, other than notice to the Trustee.
The Company or any of its Subsidiaries or any of their Affiliates may act as
Paying Agent, Registrar or agent for notices.
3. DENOMINATIONS; TRANSFERS; EXCHANGE
The Securities are in registered form, without coupons, in denominations
of $1,000 in principal amount and integral multiples of $1,000. Upon due
presentation for registration of transfer of this Security at the corporate
trust office of the Trustee in the City of Chicago, State of Illinois or any
other such designated office or agency of the Company, a new Security or
Securities of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange herefor, subject to the limitations
imposed by the Indenture, without charges except for any tax or other
governmental charge imposed in connection therewith, and the Security may in a
like manner be exchanged for one or more new Securities of other authorized
denominations but of the same aggregate principal amount.
4. PERSONS DEEMED OWNERS
The Company, the Trustee, any Paying Agent and any Registrar may deem and
treat the registered Holder hereof as the absolute owner of this Security
(whether or not this Security shall be overdue and notwithstanding any notation
of ownership or other writing herein made by anyone other than the Company, the
Trustee or any Registrar) for purposes of receiving payment hereof, or on
account hereof, and for all other purposes, and neither the Company, the
Trustee, any Paying Agent nor any Registrar shall be affected by any notice to
the contrary. All payments made to or upon the order of such registered Holder
shall, to the extent of the sum or sums so paid, satisfy and discharge the
liability for moneys payable on this Security.
5. DEFAULTS; AMENDMENTS; WAIVER
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof and the interest accrued
thereon may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee
with the consent of the Holders of not less than a majority in aggregate
principal amount of each series of Securities then Outstanding under the
Indenture and affected thereby, evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities; provided, however, that no such supplemental indenture shall (i)
extend the final maturity of any Security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
change the coin or currency in which payments are to be made, impair or affect
the right of any Holder to institute suit for enforcement of any payment thereof
or (ii) reduce the aforesaid percentage of any series of such Securities, the
consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of each Security of any series so affected.
It is also provided in the Indenture that the Holders of not less than a
majority in aggregate principal amount of the Securities of any series then
Outstanding may on behalf of the Holders of all of the Securities of such series
waive any past default under the Indenture and its consequences except a default
in the payment of the principal of or interest on any of the Securities of such
series. Any such consent or waiver by the Holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Security and any
Securities which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this Security or such other
Securities.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the place, at the respective times, and at the rate and in the coin
or currency herein provided.
6. NO RECOURSE AGAINST OTHERS
No recourse shall be had for the payment of the principal of or interest
on this Security, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture or any indenture supplemental thereto
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any partner of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or legal or equitable proceeding or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
7. GOVERNING LAW
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
- -------------------------------------------------------------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT -
____________Custodian_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of UNDER UNIFORM GIFTS TO MINORS ACT _______
survivorship and not as tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
---------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
- -------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
attorney
- ----------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:___________________
-----------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.
- -------------------------------------------------------------------------------
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
<PAGE> 1
EXHIBIT 5
[WRIGHT, LINDSEY & JENNINGS LLP LETTERHEAD]
September 10, 1998
J.B. Hunt Transport Services, Inc.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
Gentlemen:
We have acted as counsel for J.B. Hunt Transport Services, Inc., an
Arkansas corporation ("the Company") in connection with the proposed issuance
and sale by the Company of $100,000,000 principal amount of 7% Senior Notes Due
September 15, 2004, (the "Notes"), pursuant to a Registration Statement on Form
S-3, as amended (File No. 33-64950) (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on June 24, 1993, with
respect to $250,000,000 in aggregate principal amount of the Company's senior
debt securities or subordinated debt securities or both. The Notes will be
issued pursuant to a Senior Indenture (herein so called) dated as of July 1,
1993, between the Company and LaSalle National Bank as successor Trustee.
Before rendering our opinions hereinafter set forth, we examined such
certificates, instruments and documents, and we reviewed such questions of law
as we considered appropriate.
Based upon the foregoing examination and review, we are of the opinion
that, assuming the Notes shall have been duly executed and authenticated in
accordance with the Senior Indenture and issued and sold as described in the
Prospectus Supplement dated September 4, 1998, to the basic Prospectus dated
July 28, 1993 (collectively, the "Prospectus"), constituting a part of the
Registration Statement, the Notes will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms and
entitled to the benefits of the Senior Indenture, except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, or other law relating
to or affecting creditors' rights generally, and by general equitable
principles.
This opinion is limited to the laws of the State of Arkansas and the
federal laws of the United States of America.
<PAGE> 2
Wright Lindsey & Jennings LLP
J.B. Hunt Transport Services, Inc.
September 10, 1998
Page 2
We hereby consent to the statements made with respect to us under the
captions "Legal Opinions" in the Prospectus and to the filing of this opinion
as an exhibit to the Registration Statement. By giving such consent, we do not
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission issued thereunder.
Very truly yours,
WRIGHT, LINDSEY & JENNINGS
<PAGE> 1
EXHIBIT 12
J.B. HUNT TRANSPORT SERVICES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS
--------------------------------------------------------- ENDED
1993 1994 1995 1996 1997 JUNE 30, 1998
------- ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Earnings (loss) before income taxes $64,826 65,148 (3,445) 35,669 18,332 39,465
Less: Joint Venture Earnings -- -- 1,460 (176) (806) (1,837)
Add: Fixed Charges 16,446 23,051 29,041 28,074 27,252 15,402
------- ------ ------ ------ ------ ------
Earnings as adjusted $81,272 88,199 27,056 63,567 44,778 53,030
======= ====== ====== ====== ====== ======
Fixed Charges -
Interest expense 14,634 20,819 26,556 25,488 24,950 14,184
Representative interest associated
with operating leases 1,812 2,232 2,485 2,586 2,302 1,218
------- ------ ------ ------ ------ ------
Total Fixed Charges $16,446 23,051 29,041 28,074 27,252 15,402
======= ====== ====== ====== ====== ======
Ratio of Earnings to Fixed Charges 4.94 3.83 (1) 2.26 1.64 3.44
======= ====== ====== ====== ====== ======
</TABLE>
(1) Earnings for 1995 were inadequate to cover fixed charges by approximately
$2.0 million.
<PAGE> 2
J.B. HUNT TRANSPORT SERVICES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
---------------------------------------------------
SIX MONTHS TWELVE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, 1997 JUNE 30, 1998 JUNE 30, 1998
----------------- ------------- -------------
<S> <C> <C> <C>
Earnings before
income taxes $18,332 39,465 53,873
Less: Joint Venture
Earnings (806) (1,837) (2,643)
Add: Fixed Charges 27,252 15,402 28,670
------- ------ ------
Earnings as adjusted $44,778 53,030 79,900
======= ====== ======
Fixed Charges -
Interest expense 26,299 14,829 27,623
Representative interest
associated with
operating leases 2,302 1,218 2,347
------- ------ ------
Total Fixed Charges $28,601 16,047 29,970
======= ====== ======
Ratio of Earnings to
Fixed Charges 1.57 3.30 2.67
======= ====== ======
</TABLE>
<PAGE> 1
EXHIBIT 15
The Board of Directors
J.B. Hunt Transport Services, Inc.
Gentlemen:
Re: Registration Statement No. 33-64950
With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our reports dated April 14, 1998 and July 15, 1998
related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
/s/ KPMG PEAT MARWICK LLP
Little Rock, Arkansas
August 14, 1998
