<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998
REGISTRATION STATEMENT NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
J. B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0335111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
HIGHWAY 71 NORTH
LOWELL, ARKANSAS 72745
(Address of Principal Executive Offices)
J. B. HUNT TRANSPORT SERVICES, INC.
DEFERRED COMPENSATION PLAN
(Full Title of Plan)
KIRK THOMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
J. B. HUNT TRANSPORT SERVICES, INC.
HIGHWAY 71 NORTH
LOWELL, ARKANSAS 72745
(Name and address of agent for service)
(501) 820-0000
(Telephone number, including area code, of agent for service)
______________________
COPY OF ALL COMMUNICATIONS TO:
C. DOUGLAS BUFORD, JR.
WRIGHT, LINDSEY & JENNINGS
200 WEST CAPITOL AVENUE, SUITE 2200
LITTLE ROCK, ARKANSAS 72201
(501) 371-0808
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value(2) 20,000 Shares N/A(1) $28.50(3) $168.15(3)
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</TABLE>
(1) Each share being registered may be issued at not less than the fair market
value of a share of Common Stock at the time of a distribution under the Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests in the
Plan.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h) and based on the average ($28.50) of the high and low
prices of a share of Common Stock as reported on the Nasdaq Stock Market's
National Market on March 26, 1998.
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<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
J. B. Hunt Transport Services, Inc. ("Registrant" or "Company") hereby
incorporates the following documents by reference into this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed on March 10, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of the Company's common stock, $.01 par value,
contained in the Company's Form 8-A dated March 27, 1984, including any
amendment or report filed for the purpose of updating such description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part hereof.
All reports and other documents filed by the Company subsequent to the
date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph 10 of the Company's Articles of Incorporation provides that,
under specified circumstances, the Company shall indemnify its directors,
officers, employees, or agents against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit, or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees, or agents if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e.,
one by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was
<PAGE>
brought shall determine upon application that the defendant directors,
officers, employees or agents are fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.
Paragraph 11 of the Company's Articles of Incorporation provides that the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Arkansas Code Annotated Section 4-27-833, which makes directors liable for
unlawful dividends or unlawful stock repurchases or redemptions, (d) for
transactions from which directors derive improper personal benefit, or (e) for
liability to any third party other than the Company or its stockholders based
upon an act, omission, transaction, or breach of duty.
The Company's directors and officers are also covered by insurance
policies indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Exhibit
- ----------- -------
4.1 Amended and Restated Articles of Incorporation of J. B. Hunt
Transport Services, Inc. (Incorporated by reference from Exhibit
4A to the Company's Registration Statement on Form S-8 (File No.
33-40028) filed April 16, 1991).
4.2 Amended and Restated Bylaws of the Company (Incorporated by
reference from Exhibit 3C to the Company's Registration
Statement on Form S-1 (File No. 2-95714) filed February 7,
1985).
4.3 J. B. Hunt Transport Services, Inc. Deferred Compensation Plan.
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Wright, Lindsey & Jennings LLP (included as part of
Exhibit 5)
24.1 Powers of Attorney (included as part of signature page)
2
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b), if in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and
3
<PAGE>
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lowell, State of Arkansas, on March 26, 1998.
J. B. HUNT TRANSPORT SERVICES, INC.
By /s/ KIRK THOMPSON
-------------------------------------
Kirk Thompson
President and Chief Executive Office
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kirk Thompson and Jerry Walton, and each
or either one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by or on behalf the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ JOHN A. COOPER, JR. Director March 26, 1998
- ---------------------------
John A. Cooper, Jr.
/s/ WAYNE GARRISON Chairman of the Board March 26, 1998
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Wayne Garrison
/s/ GENE GEORGE Director March 26, 1998
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Gene George
/s/ THOMAS L. HARDEMAN Director March 26, 1998
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Thomas L. Hardeman
/s/ J. BRYAN HUNT Vice Chairman of the Board March 26, 1998
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J. Bryan Hunt
5
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/s/ J.B. HUNT Senior Chairman of the Board March 26, 1998
- ---------------------------
J.B. Hunt
/s/ LLOYD E. PETERSON Director March 26, 1998
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Lloyd E. Peterson
/s/ KIRK THOMPSON President and Chief Executive March 26, 1998
- --------------------------- Officer; Director
Kirk Thompson
/s/ JERRY WALTON Executive Vice President, March 26, 1998
- --------------------------- Finance and Chief Financial
Jerry Walton Officer (Principal Financial
and Accounting Officer)
6
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INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
4.1 Amended and Restated Articles of Incorporation of J. B. Hunt
Transport Services, Inc. (Incorporated by reference from Exhibit
4A to the Company's Registration Statement on Form S-8 (File No.
33-40028) filed April 16, 1991).
4.2 Amended and Restated Bylaws of the Company (Incorporated by
reference from Exhibit 3C to the Company's Registration
Statement on Form S-1 (File No. 2-95714) filed February 7,
1985).
4.3 J. B. Hunt Transport Services, Inc. Deferred Compensation Plan.
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Wright, Lindsey & Jennings LLP (included as part of
Exhibit 5)
24.1 Powers of Attorney (included as part of signature page)
7
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EXHIBIT 4.3
J.B. HUNT TRANSPORT SERVICES, INC.
DEFERRED COMPENSATION PLAN
EFFECTIVE DATE: MARCH 1, 1998
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J.B. HUNT TRANSPORT SERVICES, INC. DEFERRED COMPENSATION PLAN
INDEX
SECTION:
I. Name and Purpose 1
II. Effective Date 1
III. Definitions 1
IV. Eligibility 2
V. Administration of the Plan 2
VI. Election to Participate 2
VII. Plan Accounts 3
VIII. Method of Distribution of Deferred Compensation 3
IX. Offset for Obligations to Employer 4
X. Liability of Employer 4
XI. Change in Distribution Schedule 4
XII. Benefit Plans 5
XIII. Rights of a Participant 6
XIV. Amendment and Termination 6
XV. Determination of Benefits 6
XVI. Notices 7
XVII. General Provisions 7
XVIII. Unfunded Status of Plan 8
XIX. Rights to Benefits 9
-i-
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J.B. HUNT TRANSPORT SERVICES, INC. DEFERRED COMPENSATION PLAN
I. NAME AND PURPOSE
The name of the plan is the J.B. Hunt Transport Services, Inc. Deferred
Compensation Plan (the "Plan"). Its purpose is to provide certain individuals
with the opportunity to defer receipt of their compensation to a future date.
J.B. Hunt Transport Services, Inc. ("J.B. Hunt") has adopted this program in
recognition of the valuable service of eligible individuals and the desire to
provide them with additional flexibility in their personal financial planning.
II. EFFECTIVE DATE
The Plan shall be effective as of March 1, 1998.
III. DEFINITIONS
(a) ACCOUNT means the balance credited to a Participant's or Beneficiary's
Plan account, including contribution credits and deemed income, gains and
losses (to the extent realized as determined by the Employer, in its
discretion) credited thereto. A Participant's or Beneficiary's Account shall
be determined as of the date of reference.
(b) BENEFICIARY means any person or persons so designated in accordance with
the provisions of Section XI.
(c) BASE SALARY means salary amounts designated as base salary by the Board
of Directors received by the Participant excluding overtime, bonuses,
commissions, and other extraordinary compensation.
(d) BONUS means the amount of compensation received by the Participant which
is designated as a bonus by the Board of Directors.
(e) COMMISSION means the amount of compensation received by the Participant
which is designated as a commission by the Board of Directors.
(f) COMMITTEE MEETING FEE means the amount of compensation received by the
Participant which is designated as a committee meeting fee by the Board of
Directors.
(g) COMPANY STOCK means the common stock of J.B. Hunt Transport Services,
Inc.
(h) DIRECTOR means a member of the Board of Directors of J.B. Hunt Transport
Services, Inc.
(i) EMPLOYER means J.B. Hunt Transport Services, Inc. and its successors and
assigns unless otherwise herein provided, or any other corporation or business
organization which, with the
<PAGE>
consent of J.B. Hunt Transport Services, Inc., or its successors or assigns,
assumes the Employer's obligations hereunder, or any other corporation or
business organization which agrees, with the consent of J.B. Hunt Transport
Services, Inc., to become a party to the Plan.
(j) PLAN QUARTER means the three (3) month period ending on the March 30,
June 30, September 30 and December 31 of each year during which the Plan is in
effect.
(k) PLAN YEAR means the twelve (12) month period ending on the December 31 of
each year during which the Plan is in effect, provided that the first Plan
Year shall commence on March 1, 1998 and end on December 31, 1998.
(l) RETAINER means the amount of compensation received by the Participant
which is designated as a retainer by the Board of Directors.
(m) TRUST means the trust fund established pursuant to the Plan.
(n) TRUSTEE means the trustee named in the agreement establishing the Trust
and such successor and/or additional trustees as may be named pursuant to the
terms of the agreement establishing the Trust.
IV. ELIGIBILITY
An employee shall be eligible to participate in the Plan if the employee is
considered a Highly Compensated Employee under the provisions of Internal
Revenue Code Section 414(q), is a member of management as determined by the
Board of Directors, is among the top two (2) percent of employees when ranked
by total wages paid to the employee and the employee has been approved to
participate in the Plan by the Board of Directors of the Employer. In no event
shall any employee become eligible to participate in the Plan if such employee
would not be considered a member of a select group of management or highly
compensated for purposes of the Employee Retirement Income Security Act of 1974
(ERISA). Any Director shall be eligible to participate in the Plan upon
appointment and approval by the Board of Directors of the Employer.
Any eligible individual who elects to participate in the Plan is hereinafter
referred to as a "Participant". Should a Participant cease to be considered a
member of a select group of management or highly compensated for purposes of
ERISA prior to termination of employment, disability, or death, the
Participant's account shall become immediately distributable in a lump sum
payment.
V. ADMINISTRATION OF THE PLAN
The Plan will be administered by the Board of Directors of the J.B. Hunt
Transport Services, Inc. ("Board of Directors") or its designee. The Board of
Directors will have the right to interpret the provisions of the Plan.
However, no Participant may partake in any decision which would specifically
affect his or her own deferral account.
2
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VI. ELECTION TO PARTICIPATE
(a) BASE SALARY DEFERRALS - Any eligible individual may irrevocably elect,
prior to the beginning of each Plan Year, but no later than the December 15th
preceding the beginning of the Plan Year, to participate in the Plan and
defer receipt of all or part of the Base Salary (as defined in SECTION III)
earned during the Plan Year that would otherwise have been payable to him or
her, to a distribution date defined in SECTION VIII. A new Participant may
make an election with respect to future cash compensation, including cash
compensation earned in the first year of eligibility, within 30 days after
becoming eligible.
BONUS AND COMMISSION DEFERRALS - Any eligible individual may irrevocably
elect, prior to the beginning of each Plan Quarter, but no later than 15 days
prior to the beginning of such Plan Quarter, to participate in the Plan and
defer receipt of all or part of the Bonus and/or Commission (as defined in
SECTION III) payable with respect to services performed during such Plan
Quarter that would otherwise have been payable to him or her, to a
distribution date defined in SECTION VIII. A new Participant may make an
election with respect to future cash compensation at any time prior to the
first calendar quarter for which he or she is eligible to receive a Bonus
and/or Commission.
RETAINER DEFERRALS - Any eligible individual may irrevocably elect,
prior to the beginning of each Plan Year, but no later than the December 15th
preceding the beginning of the Plan Year, to participate in the Plan and
defer receipt of all or part of the Retainer (as defined in SECTION III)
earned during the Plan Year that would otherwise have been payable to him or
her, to a distribution date defined in SECTION VIII. A new Participant may
make an election with respect to future cash compensation, including cash
compensation earned in the first year of eligibility, within 30 days after
becoming eligible.
COMMITTEE MEETING FEE DEFERRALS - Any eligible individual may
irrevocably elect, prior to the beginning of each Plan Quarter, but no later
than 15 days prior to the beginning of such Plan Quarter, to participate in
the Plan and defer receipt of all or part of the Committee Meeting Fee (as
defined in SECTION III) payable with respect to services performed during
such Plan Quarter that would otherwise have been payable to him or her, to a
distribution date defined in SECTION VIII. A new Participant may make an
election with respect to future cash compensation at any time prior to the
first calendar quarter for which he or she is eligible to receive a Committee
Meeting Fee.
(b) The election will be made on a written form called a "Notice of
Election", signed by the Participant, and delivered to the Board of Directors
or its designee. This election will continue in effect for future years in
which the Participant is eligible to participate unless the Participant
submits a written request revoking or revising his or her election on a
Notice of Election form.
Any revocation will be applicable only to compensation the Participant may
earn for services performed in the future, provided that the signed Notice of
Election form has been received by the Board of Directors or its designee at
least 15 days prior to its effective date.
3
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(c) Nothing in this SECTION VI prevents a Participant from filing an
election not to participate for a calendar year and thereafter filing another
election to participate in the Plan for any subsequent calendar year.
VII. PLAN ACCOUNTS
There shall be established and maintained by the Employer a separate Plan
Account in the name of each Participant for each Plan Year for which the
Participant has elected to defer a portion of his or her compensation. The
Plan Account shall at all times be one hundred percent (100%) vested in the
Participant, and to which shall be credited or debited: (a) amounts equal to
the Participant's deferred compensation (Compensation Deferrals) which are
attributable to the Plan Year for which the Plan Account was created, (b) an
amount which the Employer may from time to time contribute to any or all of the
Participants in the Plan in its sole discretion which occur during the Plan
Year for which the Plan Account has been created, and (c) amounts equal to
deemed income, gains, or losses (to the extent realized, based upon deemed fair
market value of the Plan Account's deemed assets, as determined by the
Employer, in its discretion) attributable or allocable to (a) and (b). The
Board of Directors shall have the discretion to allocate such deemed income,
gains, or losses among Plan Accounts pursuant to such allocation rules as the
Board of Directors deems to be reasonable and administratively practicable.
Amounts equal to the Compensation Deferrals and Employer contribution credits
will be paid by Employer to the Trust with reasonable promptness after the
total of such Compensation Deferrals and Employer contribution credits during
any month or other period has been determined.
VIII. METHOD OF DISTRIBUTION OF DEFERRED COMPENSATION
(a) Distribution of a Participant's Plan Account balance will commence on
June 1 of the third Plan Year subsequent to the Plan Year for which the Plan
Account was created (i.e., distribution of deferrals occurring during the
1998 Plan Year will commence on June 1, 2001). The Participant shall have
the ability to elect to receive distribution of his or her Plan Account
balance in the form of cash or Company Stock or a combination of cash and
Company Stock as follows:
(1) CASH DISTRIBUTION - The Participant's account balance shall be
payable in equal annual installments over three (3) years.
(2) COMPANY STOCK DISTRIBUTION - The Participant's Plan Account balance
which is not paid in cash shall be payable in equal annual installments
over three (3) years in the form of Company Stock. The number of shares
of Company Stock distributed in each annual installment will be equal to
100% of the amount which would have otherwise been payable under the Cash
Distribution option in (1) above divided by the fair market value of one
share of Company Stock on the date of the distribution. An election to
receive a Company Stock distribution will only be granted if at least the
lesser of 50% of the Plan Account balance or $25,000 is received in the
form of Company Stock.
4
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(b) Cash amounts held pending distribution shall continue to accrue earnings
as provided in SECTION VII until the date of distribution. Any excess amount
held at the end of the distribution period elected in (a) above, shall be
included in and increase the amount of the last payment. Any tax required by
any governmental authority to be withheld shall be deducted from each
distribution under the Plan.
(c) The annual installments will be made on the business day coinciding
with or next following June 1.
(d) The Participant shall make an election upon entering the Plan to elect a
form of payment of distributions from the Plan Account for the first Plan
Year which is allowed under Section VIII(a). This election will continue in
effect for future Plan Years in which Participant elects to defer
compensation unless the Participant submits a written request revising his or
her elections on a Notice of Election form. Such election shall be made on
forms provided by the Employer not later than December 15th of the Plan Year
prior to the Plan Year for which the election is to be effective. No
election to change the form of payment shall be allowed after a participant
has resigned his or her position with the Employer except as otherwise
provided under the Plan.
IX. OFFSET FOR OBLIGATIONS TO EMPLOYER
If, at such time as the Participant becomes entitled to benefit payments
hereunder, the Participant has any debt, obligation or other liability
representing an amount owing to the Employer or an affiliate of the Employer,
and if such debt, obligation, or other liability is due and owing at the time
benefit payments are payable hereunder, the Employer may offset the amount
owing it or an affiliate against the amount of benefits otherwise distributable
hereunder.
X. LIABILITY OF EMPLOYER
Except as provided below, all contributions to be made as required by this Plan
by any Employer participating in the Plan ("Participating Employer") shall be
determined separately and shall be paid to and held by the Trustee for the
exclusive benefit of the Participant who is an employee of such Participating
Employer and the beneficiaries of such Participant, subject to all the terms
and conditions of this Plan. No other Participating Employer shall be held
liable for any contributions to be made by any other Participating Employer.
On the basis of the information furnished by the Board of Directors or its
designee, the Trustee shall keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the accounts and
credits of the Participants of each Participating Employer.
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XI. CHANGE IN DISTRIBUTION SCHEDULE
(a) In the event of the death of a Participant before full payment of the
Participant's account balance has been made, the Trustee shall pay the
remaining balance of any deferred amount in one lump sum to the individual
designated as Primary Beneficiary on the latest executed "Notice of Change of
Beneficiary" form on file within a reasonable time period but not later than
180 days after the date of the death of the Participant. If the Primary
Beneficiary designated on the latest executed "Notice of Change of
Beneficiary" form is no longer living, the Trustee shall pay the remaining
balance of any deferred amount in one lump sum to the individual designated
as Secondary Beneficiary on the latest executed "Notice of Change of
Beneficiary" form on file. If the Secondary Beneficiary designated on the
latest executed "Notice of Change of Beneficiary" form is no longer living,
the Trustee shall pay the remaining balance of any deferred amount in one
lump sum to the Participant's estate.
If a Participant wishes to change the beneficiary he or she has previously
designated, he or she may do so at any time by submitting a "Notice of Change
of Beneficiary" form to the Board of Directors or its designee.
(b) In the event of permanent disability (as defined below) before full
payment of a Participant's account balance has been made, the Trustee upon
direction from the Board of Directors (in its sole discretion) shall be
permitted to pay the balance of any deferred amount in one lump sum. Such
payouts shall be made to the Participant or the legal representative of such
Participant pursuant to paragraph (c) of SECTION XVII.
PERMANENT DISABILITY: The Participant will be considered permanently
disabled for the purposes of this Plan if, based on medical evidence, the
Board of Directors determines that the Participant (1) is totally disabled,
mentally or physically; (2) will remain so for the rest of his or her life;
and (3) is therefore unable to continue his or her services to the Employer.
(c) In the event of a Participant's "unforeseeable emergency", the
Participant may submit a written petition to the Board of Directors for an
early withdrawal from his or her remaining account balance. The Board of
Directors has sole discretion in the determination of the merits of
petitioner's "Unforeseeable Emergency" petition. Any early withdrawal
approved by the Board of Directors is limited to the amount necessary to meet
the emergency.
UNFORESEEABLE EMERGENCY: An unforeseeable emergency is severe financial
hardship to the Participant resulting from (1) a sudden and unexpected
illness or accident of the Participant or of a dependent (as defined in
Internal Revenue Code Section 152(a)) of the Participant, (2) loss of the
Participant's property due to casualty, (3) or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Participant.
The need to send a Participant's child to college or the desire to purchase a
home are not considered to be unforeseeable emergencies.
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(d) If a Participant wishes to modify the payment schedule noted at SECTION
VIII, he or she must submit a written petition to the Board of Directors for
such change. The Board of Directors has sole discretion in whether to permit
the requested change. The written petition must be submitted to the Board of
Directors or its designee prior to December 15th of the Plan Year immediately
preceding the Plan Year in which distribution is otherwise scheduled to
commence.
(e) A Participant may receive the benefit payable under the Plan upon
submission of a written request to and approval by the Board of Directors at
any time prior to any of the events stated in this Section XI; however the
benefit payable will be reduced by an amount equal to the cumulative earnings
on the amount deferred but in no event will the reduction be less than 10% of
the Participant's Account balance. Such distribution will constitute a
complete distribution of the Participant's Plan Account.
XII. BENEFIT PLANS
The amount of each Participant's Base Salary, Bonus and/or Commission which he
elects to defer under the Plan shall not be deemed to be compensation for the
purpose of calculating the amount of Participant benefits or contributions
under a pension plan or retirement plan (qualified under Section 401(a) of the
Internal Revenue Code), the amount of life insurance payable under any life
insurance plan established or maintained by the Employer, or the amount of any
disability benefit payments payable under any disability plan established or
maintained by the Employer, except to the extent specifically provided in any
such plan.
XIII. RIGHTS OF A PARTICIPANT
Establishment of the Plan shall not be construed as giving any Participant the
right to be retained in the Employer's service or employ or the right to
receive any benefits not specifically provided by the Plan.
Income deferred under this Plan will not be segregated from the general funds
of the Employer and no Participant will have any claim on any specific assets
of the Employer. To the extent that any Participant acquires a right to
receive benefits under this Plan, his or her right will be no greater than the
right of any unsecured general creditor of the Employer and is not assignable
or transferable except to his or her estate as defined in SECTION XI.
XIV. AMENDMENT AND TERMINATION
(a) The Plan may be amended from time to time by resolution of the Board of
Directors to comply with changes in the laws of the State and Federal
Government having jurisdiction over the Employer. The amendment of any one
or more provisions of the Plan shall not affect the remaining provisions of
the Plan. No amendment shall reduce any benefits accrued by any Participant
prior to the amendment.
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(b) The Board of Directors has the right to terminate the Plan at any time.
Any amount accumulated prior to the Plan's termination will continue to be
subject to the provisions of the Plan.
XV. DETERMINATION OF BENEFITS
(a) CLAIM - A person who believes that he is being denied a benefit to which
he is entitled under the Plan ( hereinafter referred to as a "Claimant") may
file a written request for such benefit with the Employer, setting forth his
claim. The request must be addressed to the President of the Participating
Employer related to the Participant at its then principal place of business.
(b) CLAIM DECISION - Upon receipt of a claim, the Participating Employer
shall advise the Claimant that a reply will be forthcoming within 90 days and
shall, in fact, deliver such reply within such period. The Participating
Employer may, however, extend the reply period for an additional 90 days for
reasonable cause. If the claim is denied in whole or in part, the
Participating Employer shall adopt a written opinion, using language
calculated to be understood by the Claimant, setting forth:
(1) The specific reason or reasons for such denial;
(2) The specific reference to pertinent provisions of this agreement
upon which such denial is based;
(3) A description of any additional material or information
necessary for the Claimant to perfect his claim and an explanation
why such material or such information is necessary;
(4) Appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review; and
(5) The time limits for requesting a review.
(c) REQUEST FOR REVIEW - Within sixty (60) days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the Board of Directors review the determination of the
Participating Employer. Such request must be addressed to the Board of
Directors at the J.B. Hunt Transport Services, Inc. principal place of
business. The Claimant or his duly authorized representative may, but need
not, review the pertinent documents and submit issues and comments in
writing for consideration by the Employer. If the Claimant does not request
a review of the Participating Employer's determination by the Board of
Directors within such sixty (60) day period, he shall be barred and stopped
from challenging the Participating Employer's determination.
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(d) REVIEW OF DECISION - Within sixty (60) days after the Board of
Director's receipt of a request for review, he will review the Participating
Employer's determinations. After considering all materials presented by the
Claimant, the Board of Directors will render a written opinion, written in a
manner calculated to be understood by the Claimant, setting forth the
specific reasons for the decision and containing specific references to the
pertinent provisions of this Plan on which the decision is based. If special
circumstances require that the sixty (60) day time period be extended, the
Board of Directors will so notify the Claimant and will render the decision
as soon as possible, but no later than one hundred twenty (120) days after
receipt of the request for review.
XVI. NOTICES
Notices and elections under this Plan must be in writing. A notice or election
is deemed delivered if it is delivered personally or mailed by registered or
certified mail to the person at his or her last known business address.
XVII. GENERAL PROVISIONS
(a) CONTROLLING LAW. Except to the extent superseded by federal law, the
laws of the State of Arkansas shall be controlling in all matters relating to
the Plan, including construction and performance thereof.
(b) CAPTIONS. The captions of Section and paragraphs of this Plan are for
the convenience of reference only and shall not control or affect the meaning
or construction of any of its provisions.
(c) FACILITY OF PAYMENT. Any amounts payable hereunder to any Participant
who is under legal disability or who, in the judgment of the Board of
Directors, is unable to properly manage his or her financial affairs may be
paid to the legal representative of such Participant or may be applied for
the benefit of such Participant in any manner which the Board of Directors
may select, and any such payment shall be deemed to be payment for such
Participant's account and shall be a complete discharge of all liability of
the Employer with respect to the amount so paid.
(d) WITHHOLDING OF PAYROLL TAXES. To the extent required by the laws in
effect at the time compensation or deferred compensation payments are made,
the Employer shall withhold from such compensation, or from deferred
compensation payments made hereunder, any taxes required to be withheld for
federal, state or local government purposes.
(e) ADMINISTRATIVE EXPENSES. All expenses of administering the Plan shall
be borne by the Employer. No part thereof shall be charged against any
Participant's account or any amounts distributable hereunder.
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(f) Any Provision of this Plan prohibited by the law of any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof.
(g) Except as otherwise expressly provided herein, no member of the Board of
Directors of the Employer and no officer, employee, or agent of the Employer,
shall have any liability to any person, firm, or corporation based on or
arising out of the Plan, except in the case of gross negligence or fraud.
XVIII. UNFUNDED STATUS OF PLAN
It is the intention of the parties that the arrangements herein described be
unfunded for tax purposes and for purposes of Title I of ERISA. Plan
Participants have the status of general unsecured creditors of the Employer.
The Plan constitutes a mere promise by the Employer to make payments in the
future.
The Employer shall establish the Trust(s) with the Trustee, pursuant to such
terms and conditions as are set forth in the Trust agreement(s) to be entered
into between the Employer and the Trustee. The Trust is intended to be treated
as a "grantor" trust under the Internal Revenue Code of 1986 and the
Regulations thereunder, as amended from time to time, and the establishment of
the Trust is not intended to cause Participants to realize current income on
amounts contributed thereto, and the Trust shall be so interpreted.
XIX. RIGHTS TO BENEFITS
A Participant's rights to benefit payments under the Plan are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the participant or the
participant's beneficiaries.
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EXHIBIT 5.1
[Wright, Lindsey & Jennings LLP Letterhead]
March 26, 1998
J. B. Hunt Transport Services, Inc.
Highway 71 North
Lowell, Arkansas 72745
RE: Registration Statement on Form S-8 regarding Deferred Compensation Plan
______________________________________________________________________________
Ladies and Gentlemen:
We have acted as counsel to J. B. Hunt Transport Services, Inc., an
Arkansas corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering by the Company of up to 20,000 shares (the
"Shares") of the Company's common stock, $0.01 par value per share, to be
issued pursuant to the J. B. Hunt Transport Services, Inc. Deferred
Compensation Plan (the "Plan").
In so acting we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (a) the Amended and Restated Articles of
Incorporation of the Company, (b) the Bylaws of the Company, and (c) such other
documents, records, certificates and other instruments as in our judgment are
necessary or appropriate for purposes of this opinion. We have assumed that
(i) the Shares will be issued against receipt of the consideration approved by
the Board of Directors of the Company or a committee thereof, which will be no
less than the par value thereof, and (ii) the Shares will be issued in
compliance with applicable federal and state securities laws.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
We are expressing these opinions as members of the Bar of the State of
Arkansas and express no opinion as to any other law.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ WRIGHT, LINDSEY & JENNINGS LLP
WRIGHT, LINDSEY & JENNINGS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
J.B. Hunt Transport Services, Inc.
We consent to the use of our report incorporated herein by reference.
Little Rock, Arkansas
March 27, 1998
/s/ KPMG PEAT MARWICK LLP
---------------------------
KPMG Peat Marwick LLP
