<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
(X) Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1994
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period _____________ to ________________
Commission file number 0-14781
M.S. Carriers, Inc.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1014070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3171 Directors Row, Memphis, TN 38116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 901/332-2500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter periods that the Registrant was required to filed
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes (X) No
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 7, 1995:
Common Stock, $.01 par value $321,957,500
The number of shares outstanding of the Registrant's common stock
as of March 7, 1995:
Common Stock, $.01 par value 12,878,300 shares
Documents Incorporated by Reference
Portions of the Proxy Statement for the annual shareholders
meeting to be held May 5, 1995 are incorporated by reference into
Part III.
<PAGE>
Statement of Purpose
for Filing Amendment to Form 10-K
The purpose of this amendment is to include the Consent of Independent
Accounts (EX-23) and the M.S. Carriers, Inc. Retirement Savings Plan
(EX-99) which were not contained in the original Form 10-K. In accordance
with this amendment, Item 14 and the Index of Exhibits have been revised
to reflect the addition of EX-23 and EX-99.
<PAGE>
Item 14. Exhibits, Financial Statements and Reports on Form 8-K
(a)(1) and (2) -- The response to this portion of Item 14 is
submitted as a separate section of this report.
(3) Listing of Exhibits
Exhibit
Number
3A Restated Charter of M.S. Carriers, Inc.*
3B Amended By-Laws of M.S. Carriers, Inc.*
10A Industrial Development Loan Agreement dated as of
July 26, 1984 between M.S. Carriers, Inc. and The
Industrial Development Board of the City of Memphis
and County of Shelby, Tennessee*
10B Incentive Stock Option Plan and Agreements*
10C Amendment to Incentive Stock Option Plan*
10D Restricted Stock Purchase Agreements*
10E Amendments to Restricted Stock Purchase Agreements*
10F Employment Agreements*
10G Matched Stock/Savings Plan*
10H Incentive Compensation Plan**
11 Statement regarding: Computation of Per Share
Earnings
22 List of Subsidiaries
23 Consent of Independent Accountants
27 Financial Data Schedule
99 M.S. Carriers, Inc. Retirement Savings Plan
* Incorporated by references from exhibits to the
Registrant's Registration Statement on Form S-1
(Registration Number 33-12070).
** Incorporated by reference from Exhibit to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of
1994.
(c) Exhibits - The response to this portion of Item 14 is submitted
as a separate section of this report.
(d) Financial Statement Schedule - The response to this portion of Item 14
is submitted as a separate section of
this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
M.S. Carriers, Inc.
(Registrant)
By: Michael S. Starnes
Chairman of the Board and President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
Michael S. Starnes Member of Board of Directors, June 29, 1995
President and Chief Executive
Officer
Carl Mungenast Member of Board of Directors, June 29, 1995
Executive Vice President
and Chief Operating Officer
James W. Welch Member of Board of Directors June 29, 1995
and Senior Vice President
-Marketing
M. J. Barrow Member of Board of Directors June 29, 1995
and Senior Vice President
-Finance and Secretary-
Treasurer
Robert P. Hurt Member of Board of Directors June 29, 1995
and Vice President-
Maintenance
Dwight M. Bassett Controller and Director of June 29, 1995
Accounting
<PAGE>
Index to Exhibits
Exhibit
Number Description
11 Statement regarding: Computation of
Per Share Earnings
12 List of Subsidiaries
23 Consent of Independent Accountants
27 Financial Data Schedule
99 M.S. Carriers, Inc. Retirement Savings Plan
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement
on Form S-8 of our report on the financial statements of the M.S. Carriers,
Inc. Retirement Savings Plan included in the Annual Report on Form 10-K of
M.S. Carriers, Inc. for the year ended December 31, 1994.
The Thompson Group
Memphis, Tennessee
June 29, 1995
M.S. CARRIERS, INC.
RETIREMENT SAVINGS PLAN
-------------
Financial Statements
and Supplemental Schedules
For the Year Ended December 31, 1994
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Contents
---------------------------------------------
Page
Independent Auditor's Report 2
Statements of Net Assets Available for Benefits with 3
Fund Information
Statement of Changes in Net Assets Available for Benefits
with Fund Information 4
Notes to Financial Statements 5-8
Supplemental Schedules
Item 27(a) - Schedule G, Part I - Schedule of Assets Held
for Investment Purposes 9
Item 27(d) - Schedule G, Part V - Schedule of Reportable
Transactions 10
<PAGE>
Independent Auditor's Report
- ----------------------------
To The Trustees
M.S. Carriers, Inc. Retirement Savings Plan
Memphis, Tennessee
We have audited the accompanying statement of net assets available
for benefits with fund information of M.S. Carriers, Inc.
Retirement Savings Plan as of December 31, 1994, and the related
statement of changes in net assets available for benefits with
fund information for the year then ended. These financial
statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audit. The financial statements of M.S. Carriers, Inc.
Retirement Savings Plan as of December 31, 1993 were audited by
other auditors whose report dated June 28, 1994, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit
provides 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 at
December 31, 1994 and the changes in its net assets available for benefits for
the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment purposes as of December 31, 1994, and of
reportable transactions for the year then ended are presented for the purpose
of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the basic financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1994 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1994 financial
statements taken as a whole.
June 26, 1995
<PAGE>
<TABLE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits for Fund Information
December 31, 1994 and 1993
-------------------------------------------------
<CAPTION>
M.S. Carriers,
Inc. Common GIC Bond Equity Total Total
Stock Fund Fund Fund Fund 1994 1993
-------------- ------ ------ ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments (notes 2, 3 and 4)
M.S. Carriers, Inc. Common
Stock Fund $7,159,709 $ - $ - $ - $7,159,709 $ 6,523,410
GIC Fund - 390,022 - - 390,022 148,670
Bond Fund - - 143,499 - 143,499 60,935
Equity Fund - - - 305,551 305,551 125,413
Loans to participants 697,926 38,026 13,942 29,740 779,534 -
---------- -------- -------- -------- ---------- ----------
7,857,635 428,048 157,441 335,291 8,778,415 6,858,428
Receivables
Participant contributions 19,117 3,736 1,529 2,171 26,553 17,102
Employer contributions 18,176 - - - 18,176 6,133
Accrued Income 32 116 - - 148 -
------ ----- ----- ----- ------ ------
37,325 3,852 1,529 2,171 44,877 23,235
------ ----- ----- ----- ------ ------
Net assets available for
benefits $7,894,960 $431,900 $158,970 $337,462 $8,823,292 $ 6,881,663
---------- -------- -------- -------- ---------- -----------
---------- -------- -------- -------- ---------- -----------
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1994
----------------------------------------------------------
<CAPTION>
M.S. Carriers,
Inc. Common GIC Bond Equity
Stock Fund Fund Fund Fund Total
-------------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions
Participants $1,597,968 $ 264,007 $ 105,619 $ 214,776 $2,182,370
Employer 829,339 - - - 829,339
Rollovers from other plans 144,213 - - - 144,213
---------- --------- --------- --------- ----------
2,571,520 264,007 105,619 214,776 3,155,922
Investment income
Dividends and interest 4,423 13,891 6,160 23,227 47,701
Net appreciation (depreciation)
in fair value of investments
(note 2) (43,978) - (8,185) (23,237) (75,400)
----------- --------- ---------- --------- -----------
(39,555) 13,891 (2,025) (10) (27,699)
----------- --------- ---------- --------- -----------
Total additions 2,531,965 277,898 103,594 214,766 3,128,223
Deductions from net assets
attributed to:
Benefits paid to participants
(note 1) 1,161,934 4,829 9,247 10,396 1,186,406
Administrative expenses 188 - - - 188
----------- --------- ---------- --------- -----------
Total deductions 1,162,122 4,829 9,247 10,396 1,186,594
----------- --------- ---------- ---------- -----------
Net increase 1,369,843 273,069 94,347 204,370 1,941,629
Net assets available for benefits
Beginning of year 6,525,117 158,831 64,623 133,092 6,881,663
---------- --------- --------- --------- -----------
End of year $7,894,960 $ 431,900 $ 158,970 $ 337,462 $8,823,292
---------- --------- --------- --------- ----------
---------- --------- --------- --------- ----------
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1994
--------------------------------------------
Note 1 - Description of the Plan
The following description of M.S. Carriers, Inc. Retirement Savings Plan
provides only general information. Readers should refer to the Plan Agreement
for a more complete description of the Plan's provisions.
General
The M.S. Carriers, Inc. Retirement Savings Plan (the Plan) is a defined
contribution plan available to all full-time employees of M.S. Carriers, Inc.
(the Company) who are eighteen years of age or older and who have completed
six months of service. The Plan is qualified under section 401 of the
Internal Revenue Code. The Plan is subject to the provisions of the
Employment Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may defer up to 15% of their annual compensation subject to
Internal Revenue Service limitations. The Company will match 50% of each
participant's contribution up to a maximum of 3% of each participant's
compensation. As required by the Plan, all Company matching contributions
and rollover contributions are invested in the M.S. Carriers, Inc.
Common Stock Fund.
Participant accounts
Participants may direct their contributions into four different investment
funds which include the M.S. Carriers, Inc. Common Stock Fund, the GIC Fund, the
Bond Fund, and the Equity Fund (see note 3). All Plan assets are held by
Merrill Lynch Trust Company of America. The value of a participant's account
is the contributions made on his or her behalf plus a proportionate interest
in the investment earnings of the funds in which the contributions are
invested. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions
plus earnings thereon. Participants vest in the Company's matching
contributions and related earnings based upon years of service.
A participant is 100% vested after five years of credited service.
In the event of death, disability or normal retirement age (65),
participants become 100% vested in all account balances.
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements (Continued)
December 31, 1994
---------------------------------------------
Note 1 - Description of the Plan (continued)
Forfeitures
If an employee terminates before his or her matching contribution account has
become fully vested, such portion of the account is forfeited. Participant
forfeitures are applied to reduce the Company's matching contributions
for the succeeding Plan year. Forfeitures totaled $55,459 in 1994.
Plan termination
The Company has the right to modify or terminate the Plan at any time,
subject to the provisions of ERISA and the Plan Agreement. In the
event of termination, the Plan provides that all affected participants'
interests will become fully vested and nonforfeitable.
Payment of benefits
Participants may choose to receive account distributions either in the form of
a lump sum payment or installments over a period of time as defined in the
Plan Agreement. However, if the participant's vested balance does not
exceed $3,500, the Plan requires that the distribution be made in the
form of a lump sum payment without the consent of the participant.
Administrative expenses
The Company provides the Plan with certain management and administrative
services for which no fees are charged.
Note 2 - Summary of significant accounting policies
Investments
Investments are stated at their fair market value based upon published
market quotes.
Benefit payments
Benefit payments to participants are recorded upon distribution.
Interest and dividends
Interest income is recorded on the accrual basis and
dividends are recorded on the ex-dividend date.
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements (Continued)
December 31, 1994
---------------------------------------------
Note 3 - Investments
Participants may direct their voluntary contributions into one of four
investment options as follows:
M.S. Carriers, Inc. Common Stock Fund - This fund
invests solely in M.S. Carriers, Inc. common stock.
GIC Fund - This fund invests primarily in guaranteed
investment contracts through the Merrill Lynch
Retirement Preservation Trust.
Bond Fund - This fund invests in high yield government
bonds, which involve moderate risk, through the Merrill
Lynch Federal Securities Trust.
Equity Fund - This fund invests in various common
stocks and corporate bonds through the Merrill Lynch
Capital Fund.
As of December 31, 1994, the fair value of individual investments which
represent five percent or more of the Plan's net assets is as follows:
M.S. Carriers, Inc. Common Stock Fund $ 7,045,869
------------
GIC Fund $ 390,022
------------
Note 4 - Loans to participants
Participants may borrow the lesser of $50,000 or 50% of their vested fund
account balance. Loan repayment periods range from one to five years.
The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rates as
determined by the plan administrator. As of December 31, 1994, interest
rates on loans to participants ranged from 7.25% to 9.5%. Principal and
interest is repaid ratably through payroll deductions.
Note 5 - Reconciliation of financial statements to Form 5500
The following is a reconciliation of net assets available for benefits
for financial reporting purposes to the Form 5500 as of December 31, 1994:
Net assets available for benefits for
financial reporting purposes $ 8,823,292
Benefit claims payable to participants 240,403
----------
Net assets per Form 5500 $ 8,582,889
-----------
-----------
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements (Continued)
December 31, 1994
--------------------------------------------
Note 6 - Tax status
The Internal Revenue Service has, by a determination letter, informed the
Company that the Plan and related trust
are designed in accordance with applicable sections of the Internal Revenue
Code (IRC), and are, therefore, not subject to tax under present income tax
law. The Plan has been amended since receiving the determination
letter. The Plan's management and administrator believe the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
Note 7 - Subsequent event
As of our report date, June 26, 1995, the current market quote for M.S.
Carriers, Inc. common stock was $18.25 per share, as compared to $21.75 per
share as of December 31, 1994.
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULES
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Item 27(a) - Schedule G, Part I -
Schedule of Assets Held for Investment Purposes
EIN: 62-1014070 / Plan Number: 002
December 31, 1994
------------------------------------------------
<CAPTION>
Units/ Current
(a) Shares (b) Identity of Issue/Description (d) Cost (e) Value
- ---------- --------------------------------- --------- ----------
<S> <C> <C> <C>
M.S. Carriers, Inc. Common Stock Fund
-------------------------------------
*323,948 M.S. Carriers, Inc. common stock $5,544,316 $7,045,869
113,840 CMA Money Fund 113,840 113,840
---------- -----------
5,658,156 7,159,709
GIC Fund
--------
390,022 Merrill Lynch Retirement Preservation
Trust 390,022 390,022
Bond Fund
---------
15,803 Merrill Lynch Federal Securities
Trust 151,626 143,499
Equity Fund
-----------
11,889 Merrill Lynch Capital Fund 327,994 305,551
---------- ------------
Total assets held for
investment purposes $6,527,798 $7,998,781
---------- -----------
---------- -----------
* Represents a related party item.
</TABLE>
<PAGE>
<TABLE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Item 27(d) - Schedule G, Part V - Schedule of Reportable Transactions
EIN: 62-1014070 / Plan Number: 002
For the Year Ended December 31, 1994
---------------------------------------------------------------------
There were no category (i) or (ii) reportable transactions during the year ended December 31, 1994.
- ---------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5% of Plan assets
- ----------------------------------------------------------------------
<CAPTION>
Current
Description Original Value on
Identity of of Purchase Selling Cost of Transaction Net Gain
(a) Party Involved (b)Transaction (c) Price (d) Price (g) Asset (h) Date (i) (Loss)
-------------- --------------- ---------- -------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
M.S. Carriers, Inc. 106,766 shares
common stock (63 purchases) $2,496,068 $ $2,496,068 $2,496,068 $ -
86,536 shares
(45 sales) - 1,860,230 1,367,320 1,860,230 492,910
CMA Money Fund 3,792,427 units
(101 purchases) 3,792,427 - 3,792,427 3,792,427 -
3,723,501 units
(108 sales) - 3,723,501 3,723,501 3,723,501 -
There were no category (iv) reportable transactions during the year ended December 31, 1994.
- --------------------------------------------------------------------------------------------
</TABLE>
