<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.
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Statement of Purpose
for Filing Amendment to Form 10-K
The purpose of this amendment is to include the Financial Data Schedule
(Exhibit 27) which was omitted from 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 Exhibit 27.
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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
27 Financial Data Schedule
* 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.
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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 May 3, 1995
and President
Carl Mungenast Member of Board of Directors May 3, 1995
and Chief Operating Officer
James W. Welch Member of Board of Directors May 3, 1995
and Senior Vice President
-Marketing
M. J. Barrow Member of Board of Directors May 3, 1995
and Senior Vice President
-Finance and Secretary-
Treasurer
Gary L. Hardeman Member of Board of Directors May 3, 1995
and Senior Vice President-
Operations
Robert P. Hurt Member of Board of Directors May 3, 1995
and Vice President-
Maintenance
Jack H. Morris, III Member of Board of Directors May 3, 1995
Morris H. Fair Member of Board of Directors May 3, 1995
Dwight M. Bassett Controller and Director of May 3, 1995
Accounting
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Index to Exhibits
Exhibit Sequential
Number Description Page Number
11 Statement regarding: Computation of
Per Share Earnings 36
12 List of Subsidiaries 37
27 Financial Data Schedule 38
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1994, AND
THE RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR
DECEMBER 31, 1994, AND THE NOTES RELATED THERETO AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 30,806,731
<SECURITIES> 0
<RECEIVABLES> 33,819,999
<ALLOWANCES> 492,400
<INVENTORY> 0
<CURRENT-ASSETS> 73,784,576
<PP&E> 293,712,157
<DEPRECIATION> 95,019,410
<TOTAL-ASSETS> 276,072,519
<CURRENT-LIABILITIES> 44,894,173
<BONDS> 51,186,613
<COMMON> 128,783
0
0
<OTHER-SE> 147,794,950
<TOTAL-LIABILITY-AND-EQUITY> 276,072,519
<SALES> 0
<TOTAL-REVENUES> 292,882,828
<CGS> 0
<TOTAL-COSTS> 263,222,357
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 1,801,981
<INCOME-PRETAX> 28,006,484
<INCOME-TAX> 10,856,000
<INCOME-CONTINUING> 17,150,484
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,150,484
<EPS-PRIMARY> 1.31
<EPS-DILUTED> 1.31
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