April 4, 1996
Dear Shareholders:
It is a pleasure to invite you to the 1996 Annual Meeting of
Shareholders to be held at the Company's Office, 3171 Directors Row in
Memphis, Tennessee on May 3rd. I hope that those of you who find it
convenient will attend.
At the meeting we will report to you on the Company's current
operations and outlook, and members of the Board of Directors and
management will be pleased to respond to any questions you may have.
Whether you own few or many shares of stock and whether or not
you plan to attend in person, it is important that your shares be
voted on matters that come before the meeting. I urge you to specify
your choices by marking the enclosed proxy card and returning it
promptly.
If you sign and return your proxy card without specifying your
choices, it will be understood that you wish to have your shares voted
in accordance with the Board's recommendations.
I look forward to seeing as many of you as possible at the
meeting.
Sincerely,
Michael S. Starnes
Chairman of the Board
M.S. CARRIERS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders
of M.S. Carriers, Inc. (the "Company") will be held at the Company's
Office, 3171 Directors Row, Memphis, Tennessee, on Friday, May 3,
1996, at 9:00 a.m., local time, for the following purposes:
1. To elect directors for the ensuing year;
2. To consider and vote upon the approval of the Company's 1996
Stock Option Plan; and
3. To act upon such other matters as may properly come before
the meeting.
Shareholders of record at the close of business on March 1,
1996, will be entitled to vote at the meeting or any adjournment
thereof.
It is important that your shares be represented at the meeting.
Accordingly, you are urged to sign and return the enclosed proxy card
whether or not you plan to attend the meeting. If you do attend, you
may vote by ballot at the meeting, thereby canceling any proxy vote
previously given.
M.J. Barrow
Senior Vice President-Finance
and Secretary-Treasurer
M.S. CARRIERS, INC.
3171 Directors Row
Memphis, Tennessee 38116
PROXY STATEMENT
This proxy statement and the accompanying proxy card are being
mailed on or about April 4, 1996, to the shareholders of the Company
in connection with the solicitation of proxies by the Board of
Directors for the Annual Meeting of Shareholders in Memphis,
Tennessee. Proxies are solicited to give all shareholders of record at
the close of business on March 1, 1996, an opportunity to vote on
matters that come before the meeting. This procedure is necessary
because many shareholders will not be able to attend the meeting.
Shares can be voted only if the shareholder is present in person or
is represented by proxy.
When your proxy card is returned properly signed, the shares
represented will be voted in accordance with your directions. You can
specify your choices by marking the appropriate boxes on the enclosed
proxy card. If your proxy card is signed and returned without
specifying choices, the shares will be voted as recommended by the
Board of Directors. You may revoke your proxy at any time before it is
voted at the meeting.
Your vote is important. Accordingly, you are urged to sign and
return the accompanying proxy card whether or not you plan to attend
the meeting. If you do attend, you may vote by ballot at the meeting,
thereby canceling any proxy vote previously given.
As a matter of policy, proxies, ballots and voting tabulations
that identify individual shareholders are kept private by the Company.
Such documents are available for examination only by certain
representatives associated with processing proxy cards and tabulating
the vote. The vote of any shareholder is not disclosed except as may
be necessary to meet legal requirements.
As of March 1, 1996, the record date, there were 12,347,634
shares of Common Stock issued and outstanding. Each share of Common
Stock is entitled to one vote on each matter properly brought before
the meeting. A plurality of the shares of Common Stock present in
person or represented by proxy at the meeting is required for the
election of Directors. The affirmative vote of the holders of a
majority of the outstanding shares of Common Stock, present in person
or represented by proxy at the meeting, is required for approval of
all other items being submitted to the stockholders for their
consideration.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table set forth certain information as of March 1,
1996, with respect to the beneficial ownership of the Company's Common
Stock by (i) each person known to the Company to be the beneficial
owner of more than 5% of the Company's Common Stock; (ii) each
director of the Company; (iii) each executive officer named in the
Summary Compensation Table; and (iv) all directors and executive
officers as a group.
OWNERSHIP OF COMMON STOCK
<TABLE>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
<S> <C> <C>
Michael S. Starnes
c/o M.S. Carriers, Inc.
3171 Directors Row
Memphis, Tennessee 38116....................... 3,106,158 25.2%
Wellington Management Company
75 State Street
Boston, Massachusetts 02109.................... 1,600,280(2) 13.0%
The Capital Group Companies, Inc.,
Capital Research and Management Company,
World Fund, Inc. and Capital Guardian Trust Company
333 South Hope Street
Los Angeles, CA 90071.......................... 1,478,200(3) 12.0%
Carl J. Mungenast ................................. 8,178(4) *
James W. Welch..................................... 145,771(5) 1.2%
Gary L. Hardeman .................................. 53,334 *
M.J. Barrow........................................ 52,992(6) *
Robert P. Hurt..................................... 41,227(7) *
Morris H. Fair..................................... 19,500(8) *
Jack H. Morris, III................................ 22,500(9) *
All executive officers and directors as a group ... 3,396,326 27.3%
</TABLE>
* Indicates less than 1%.
(1) Beneficial ownership of Common Stock consists of sole voting
and investment power except as otherwise indicated.
(2) According to a Schedule 13G (Amendment No. 8) dated February
6, 1996, Wellington Management Company claims as of December
31, 1995, shared voting power with respect to 883,990 shares
and shared investment power with respect to 1,600,280
shares. Wellington Management Company does not claim sole
voting power or sole investment power with respect to any of
these shares.
(3) According to a Schedule 13G (Amendment No. 1) dated February
9, 1996, Capital Guardian Trust Company and Capital Research
and Management Company, operating subsidiaries of the
Capital Group Companies, Inc., claim as of December 29,
1995, sole voting power with respect to 616,000 and 837,000
shares, respectively, and sole investment power with respect
to 641,200 and 837,000 shares, respectively, for a combined
total of 1,478,200 shares which were owned by various
institutional investors.
(4) The shares of Common Stock shown as beneficially owned by
Carl J. Mungenast represent 178 shares allocated to his
account in the Company's Retirement Savings Plan and 8,000
shares which he may acquire through the exercise of stock
options within 60 days of March 1, 1996.
(5) The shares of Common Stock shown as beneficially owned by
James W. Welch represent 100,000 shares owned directly by
him, 5,771 shares allocated to his account in the Company's
Retirement Savings Plan and 40,000 shares which he may
acquire through the exercise of stock options within 60 days
of March 1, 1996.
(6) The shares of Common Stock shown as beneficially owned by M.
J. Barrow represent 8,965 shares owned directly by him, 60
shares owned by him as custodian for his children, 3,967
shares allocated to his account in the Company's Retirement
Savings Plan and 40,000 shares which he may acquire through
the exercise of stock options within 60 days of March 1,
1996.
(7) The shares of Common Stock shown as beneficially owned by
Robert P. Hurt represent 17,600 shares owned directly by
him, 3,627 shares allocated to his account in the Company's
Retirement Savings Plan and 20,000 shares which he may
acquire through the exercise of stock options within 60 days
of March 1, 1996.
(8) The shares of Common Stock shown as beneficially owned by
Morris H. Fair represent 19,000 shares owned directly by him
and 500 shares which he may acquire through the exercise of
stock options within 60 days of March 1, 1996.
(9) The shares of Common Stock shown as beneficially owned by
Jack H. Morris represent 22,000 shares owned directly by him
and 500 shares which he may acquire through the exercise of
stock options within 60 days of March 1, 1996.
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
At the meeting, the shares represented by the enclosed proxy card
will be voted for the election of the seven nominees named below,
unless otherwise instructed on the proxy card. If you do not wish your
shares to be voted for particular nominees, please identify the
exceptions in the appropriate space provided on the proxy card.
If at the time of the meeting one or more of the nominees have
become unavailable to serve, shares represented by proxies will be
voted for the remaining nominees and for such other persons as may be
determined by the holders of such proxies or, if none, the size of the
Board will be reduced. The Board knows of no reason why any of the
nominees will be unavailable or unable to serve.
All of the nominees are members of the present Board. The table
below sets forth certain information regarding each nominee.
<TABLE>
<CAPTION>
Principal Occupation
Business Experience and
Other Directorships Director
Name Of Public Companies (1) Age Since
<S> <C> <C> <C>
Michael S. Starnes (2) Chairman of the Board, 51 1978
President and Chief Executive
Officer of the Company
Carl J. Mungenast (3) Executive Vice President and 56 1994
Chief Operating Officer
of the Company
James W. Welch Senior Vice President - Marketing 52 1982
of the Company
M.J. Barrow Senior Vice President - Finance, 51 1982
Secretary-Treasurer of the
Company
Robert P. Hurt Vice President-Maintenance, 61 1983
Assistant Secretary of the
Company
Morris H. Fair Senior Vice President, 66 1986
Union Planters Corporation
Jack H. Morris, III Chief Executive Officer of 65 1986
Auto Glass of Memphis, Inc.
</TABLE>
(1) Each of the nominees, except Mr. Mungenast has held
substantially the same principal occupation during the past
five years.
(2) Mr. Starnes is a director of RFS Hotel Investors, Inc., a
real estate investment trust.
(3) Mr. Mungenast was employed by Sears Roebuck &Company from
1958 until his retirement in December 1993. At the time of
his retirement, he was Senior Vice President for Sears
Logistics Services in Itasca, Illinois and responsible for
all distribution, transportation and home delivery services
for Sears. Mr. Mungenast's employment with the Company
commenced April 1, 1994.
ADDITIONAL INFORMATION RELATED
TO THE BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing
broad corporate policies and for the overall performance of the
Company. Members of the Board who are not officers are kept informed
of the Company's business through discussions with the Chairman and
other officers, by reviewing analysis and other reports, as well as by
participating in Board meetings. To assist the Board in carrying out
its duties, the Board has established an Audit Committee and an
Executive Compensation Committee.
Regular meetings of the Board of Directors are held each quarter,
and special meetings are scheduled when required. The Board held four
meetings in 1995 and each director attended 75% or more of the
meetings.
The Audit Committee meets with management and the independent
auditors to consider the adequacy of the internal controls of the
Company and the objectivity of financial reporting. The Audit
Committee recommends to the Board the appointment of the independent
auditors. The members of the Committee are Messrs. Starnes, Fair and
Morris. The Committee met twice during 1995 and each member attended
the meeting.
The Executive Compensation Committee administers reviews and
approves the salaries and other remuneration arrangements for senior
management. The members of the Committee who are not employees of the
Company administer the Company's Stock Option Plans. The members of
the Committee are Messrs. Starnes, Fair and Morris. The Committee met
twice during 1995 and each member attended the meetings.
Compensation of Directors
Directors who are not full-time employees receive a fee of $1,500
for each meeting of the Board they attend and for each Committee
Meeting they attend if not held on a day on which a meeting of the
Board is held. Directors who are also officers of the Company receive
no additional compensation for services as directors. Under the
Company's Non-Employee Directors Stock Option Plan, which was approved
by the shareholders, each non-employee director received on September
14, 1994, an automatic, non-discretionary award of an option to
purchase 2,500 shares of Common Stock and all new non-employee
directors will receive a similar award upon their election to the
Board. The option price per share is equal to the fair market value of
the Common Stock on the date of the grant. Each stock option shall
vest and become exercisable in five (5) equal annual installments on
the anniversary dates of the date of the grant. If a non-employee
director ceases to be a director of the Company for any reason other
than death or disability, all options granted to him or her shall
immediately terminate; provided, however, the non-employee director
shall have thirty (30) days from the date on which he or she ceased to
be a director to exercise any portion of the option which was
exercisable on the date that the non-employee director ceased to be a
director of the Company.
PROPOSAL RESPECTING COMPANY'S 1996 STOCK OPTION PLAN
(Item 2 on Proxy Card)
Upon the recommendation of the Chairman of the Board of
Directors, the Board of Directors adopted, and is submitting for
shareholder approval, the 1996 Stock Option Plan (the "1996 Plan"). A
copy of the 1996 Plan is attached as Exhibit A.
Under the 1996 Plan, options to purchase up to an aggregate of
one million five hundred thousand (1,5000,000) shares of Common Stock
may be granted to employees of the Company. The purpose of the 1996
Plan is to benefit the Company in attracting and retaining outstanding
personnel. The 1996 Plan is intended to advance the best interests of
the Company by providing employees with a favorable opportunity to
obtain a proprietary interest in the success of the Company. All of
the Company's employees are eligible to participate in the 1996 Plan.
No options had been granted under the 1996 Plan. The 1996 Plan
does not prescribe a maximum or minimum number of shares of Common
Stock which may be covered by options granted to any one person. The
approximate number of persons in the class of eligible participants is
3,000.
The 1996 Plan and the granting of options thereunder will be
administered by the members of the Executive Compensation Committee of
the Board of Directors who are not employees of the Company (the
"Compensation Committee"). The Compensation Committee has the power to
determine which persons shall receive options under the 1996 Plan and
the number of shares of Common Stock to be offered to each optionee.
No options will be granted under the 1996 Plan subsequent to March 25,
2006.
The terms and conditions applicable to each option granted under
the 1996 Plan will be generally determined by the Compensation
Committee at the time of grant of each option, and may vary with each
option granted. Members of the Compensation Committee are not eligible
to receive options under the 1996 Plan.
In general, an option granted under the 1996 Plan will terminate
no later than three months after severance of the optionee's
relationship with the Company as an employee. The Compensation
Committee will determine, however, whether authorized leave of absence
or absence on military or government service constitutes severance of
employment for this purpose. Special rules apply if an optionee dies
or if an optionee is retired in good standing from the employ of the
Company by reason of age or disability. In the event an option granted
under the 1996 Plan expires or terminates by reason of the death or
severance of the optionee's employment relationship with the Company,
or any other cause, the shares of Common Stock allocable to the
unexercised portion of such option may again be subject to an option
under the 1996 Plan.
Adjustments will be made under the 1996 Plan in the number of
shares of Common Stock which are issuable upon exercise of options and
in the price per share thereof to protect the holders of options
against dilution in the event of any subdivision or consolidation of
Common Stock or any dividend, or other increase or decrease in shares
of Common Stock effected without a receipt of consideration by the
Company, and to protect the holders in the event of mergers,
consolidations and sales of substantially all the assets of the
Company. In the event of such sale or merger or consolidation
in which the Company is not the surviving corporation, however, the
Board of Directors of the Company may cancel such options as of the
effective date of merger, consolidation or sale and liquidation,
provided that notice of such cancellation is given, and the holder of
an option shall have the right to exercise such option in full during
the 30-day period preceding the effective date of such merger,
consolidation or sale and liquidation.
The price of a share of Common Stock purchasable upon exercise of
an option granted under the 1996 Plan is to be determined by the
Compensation Committee. Incentive stock options must have an exercise
price equal to at least 100% of the fair market value of the Common
Stock on the date of grant (110% in the case of any optionee who at
the time of grant owns, directly or indirectly, more than 10% of the
combined voting power of all classes of the Company's stock).
Non-qualified stock options must have an exercise price that is equal
to at least 100% of the fair market value of the Common Stock
on the date of grant. The option price may be paid either in cash or,
if allowed by the terms of the Option and subject to certain
restrictions, by tendering Common Stock having a value equal to the
option price. The Compensation Committee may impose reasonable
conditions on the delivery of stock certificates upon exercise of an
option under the 1996 Plan. Such conditions may include the payment by
the optionee of any withholding or other tax liability resulting from
such exercise and the agreement by the optionee to provide certain
information to the Company.
Options granted under the 1996 Plan will not be transferable by
the optionee other than by will or under the laws of descent and
distribution and will be exercisable only by him during his lifetime.
Options under the 1996 Plan, in the discretion of the Compensation
Committee, may be exercisable from time to time in part or as a whole
and upon such other conditions as the Compensation Committee may
impose. No option, however, may be exercised more than ten years after
the date of grant.
The Board of Directors has the power to modify, revise or
terminate the 1996 Plan; provided, however, that without the approval
of the holders of at least a majority of the outstanding shares of
stock of the Company present in person or by proxy and entitled to
vote on the election of directors, the Board may not increase the
aggregate number of shares of Common Stock for which options may be
granted under the 1996 Plan or materially increase the benefits
accruing to participants under the 1996 Plan.
The 1996 Plan provides for the issuance of both incentive stock
options and non-qualified options. The two types of options are
subject to differing federal tax treatment.
The Company will not be entitled to any deduction upon either the
grant or the exercise of an incentive stock option. Similarly, the
optionee generally will realize no income upon either the grant or
exercise of an incentive stock option. The excess of the fair market
value of the Common Stock over the amount paid upon the exercise of an
incentive stock option will be considered as alternative minimum
taxable income to the optionee, however, and may, in individual
situations, subject an optionee to alternative minimum tax. Generally,
these tax consequences will prevail if the optionee holds the Common
Stock for more than one year after the date of exercise and more than
two years after the date of grant of the option. If, however, these
holding period requirements are not satisfied, the optionee may
recognize ordinary income at the time he or she disposes of the Common
Stock. Also in that case, on the date of disposition the Company will
be entitled to a deduction equal to the amount of ordinary income
recognized by the optionee. If the aggregate fair market value of
Common Stock (determined at the time of grant) with respect to which
incentive stock options are exercisable for the first time by an
employee during any calendar year (under all incentive stock option
plans of the Company) exceeds $100,000, then options to purchase
Common Stock in excess of the $100,000 limitation will be treated as
options which are not incentive stock options.
Under current regulations, the Company will not be entitled to a
deduction, and the optionee will not be required to realize any
income, upon the grant of a non-qualified option. A person exercising
a non-qualified option granted under the 1996 Plan will realize
ordinary income, and the Company will be entitled to a deduction, on
the date the option is exercised. The amount of such income and such
deduction both will be equal to the excess of the fair market value of
the shares of the Common Stock acquired on the date of exercise over
the amount paid therefor.
No awards have been made by the Committee pursuant to the 1996
Plan. The approximate number of persons in the class of eligible
participants is 3,000. It is not possible to determine or state the
benefits which will be received under the 1996 Plan by the individuals
specified in the Summary Compensation Table, by all current executive
officers, or by all employees as a group. Non-employee directors are
ineligible to participant in the 1996 Plan. For certain awards made
under the Company's existing stock option plans during 1995, see
Option Grants Table.
EXECUTIVE COMPENSATION
The following table and related notes summarizes the compensation
paid by the Company to its Chief Executive Officer and the four other
most highly compensated executive officers for the three fiscal years
ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term
Annual Compensation Compensation Other Compensation
Profit Retirement
Sharing Savings Life
Name and Principal Year Salary Bonus Options Plan(1) Plan(2) Insurance(3)
Position
<S> <C> <C> <C> <C> <C> <C> <C>
Michael S. Starnes 1995 $325,246 $ -- -- $ -- $ -- $64,238
Chairman of the 1994 313,190 29,096 -- 834 -- 73,775
Board,President 1993 300,942 36,112 60,000 1,482 -- 59,704
and Chief Executive
Office
Carl J. Mungenast 1995 205,815 -- 40,000 -- 4,620 --
Executive Vice 1994 190,401(4) 18,500 50,000 -- -- --
President and Chief 1993 -- -- -- -- --
Operating Officer
James W. Welch 1995 188,178 -- -- -- 4,620 4,387
Senior Vice 1994 179,178 16,574 20,000 834 -- 4,052
President-Marketing 1993 170,522 20,463 -- 1,185 -- 4,016
Gary L. Hardeman(5) 1995 169,245 -- -- -- 1,848 --
Senior Vice 1994 164,321 14,583 20,000 834 1,848 4,110
President-Operations 1993 149,975 17,997 -- 1,042 1,799 4,053
M. J. Barrow 1995 138,365 -- -- -- 3,170 4,667
Senior Vice 1994 135,313 12,188 20,000 817 2,772 4,313
President- Finance, 1993 122,944 14,753 -- 854 2,698 4,273
Secretary,Treasurer
</TABLE>
(1) The Company's contribution to the named individual's account in the
Company's Profit-Sharing Plan.
(2) The Company's contribution to the named individual's account in the
Company's Retirement Savings Plan.
(3) Premiums paid by the Company on split-dollar life insurance policies
covering the named individual. Upon the death of an individual, the
Company will be reimbursed the amount it has paid in premiums.
(4) Carl J. Mungenast's employment with the Company commenced April 1, 1994.
The amount listed under this column includes $44,247 of reimbursed
relocation expenses.
(5) Gary L. Hardeman's employment with the Company terminated January 31,
1996.
OPTION GRANTS IN 1995
The following table provides information with respect to stock
options granted to the Chief Executive Officer and each of the four
other most highly compensated executive officers during the year ended
December 31, 1995.
<TABLE>
Individual Grants Potential realizable
% of value at assumed
Number of Total annual rates
Securities Options Exercise of stock price
Underlying Granted to or Base appreciation for
Options Employees in Price Expiration option term
Name Granted (#) Fiscal Year ($/SH) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes -- -- -- -- -- --
Carl J. Mungenast 40,000 88.9% $23.00 2/06/05 $578,583 $1,249,312
James W. Welch -- -- -- -- -- --
Gary L. Hardeman -- -- -- -- -- --
M.J. Barrow -- -- -- -- -- --
</TABLE>
AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END VALUE TABLE
The following table sets forth information with respect to stock
options exercised by the Chief Executive Officer and each of the four other
most highly compensated executive officers during the year ended
December 31, 1995.
<TABLE>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
At December 31, 1995 At December 31, 1995(1)
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes -- -- -- 60,000 -- --
Carl J. Mungenast -- -- -- 90,000 -- --
James W. Welch -- -- 76,666 33,334 $1,241,659 $170,842
Gary L. Hardeman -- -- 46,668 26,666 545,849 85,408
M. J. Barrow -- -- 26,666 33,334 341,658 170,842
</TABLE>
(1) This amount is the aggregate of the number of options multiplied by
the difference between the last sale price of $20.00 of the Common
Stock on the last trading day in 1995 minus the exercise price for
those options.
Employment Contracts
The Company has employment agreements with Michael S. Starnes, Carl
J. Mungenast, James W. Welch and M.J. Barrow. Under each of these
employment agreements, the Executive Compensation Committee of the
Company's Board of Directors determines the annual base salary of the
executive officer and may award discretionary bonuses to the executive
officer. Each executive officer is entitled to participate in all
employee benefit plans generally available to the Company's employees.
The Company shall reimburse all ordinary and necessary business
expenses incurred by each of these executive officers. Each of these
employment agreements provide that the employment of the executive
officer may be terminated by either the Company or the executive
officer upon thirty days notice. Mr. Mungenast's and Mr. Welch's
employment agreements contain certain non-competition and
confidentiality provisions which continue after the term of their
employment.
Certain Transactions with Management
Mr. Starnes owns 20% and his brother, C.R. Bobby Starnes, owns 40% of
the common stock of Southern Drayage, Inc., a Mississippi corporation
("SDI"). SDI is a motor common carrier providing services in markets
which are not served by the Company. During 1995, the Company paid SDI
$352,241 for transportation services provided by SDI to the Company's
logistics operations. The terms on which SDI provided services to the
Company were no less favorable than those which the Company could have
obtained from other carriers.
During 1995, the Company paid Richards Aviation, Inc., a Tennessee
corporation ("Richards"), a total of $63,728 for charter aircraft
services which Richards provided to the Company. One of the aircrafts
which Richards utilizes in its charter business is a Lear jet in which
Mr. Starnes owns an indirect one-third interest. The terms of
Richards' charter services to the Company were no less favorable than
those which the Company could have obtained from other providers of
charter aircraft services.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee of the Board of Directors (the
"Committee") is composed of the Chairman of the Board and two
Directors who are not employees of the Company. The Committee is
responsible for establishing and administering the Company's executive
compensation plans.
Compensation Philosophy and Objectives
The Company applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based on
the premise that superior performance of the Company results from the
coordinated efforts of all employees working toward common objectives.
The Company strives to achieve those objectives through teamwork that
is focused on meeting the expectations of the Company's customers and
shareholders.
The Company's goal is to attract, retain and reward executive officers
who contribute to the long-term success of the Company. The philosophy
underlying the executive compensation plans is the alignment of
compensation with the Company's business objectives and performance.
In addition, the Company seeks to align the interests of executive
officers with those of the shareholders. Key principles of this
philosophy are:
* Providing fairness in compensation plans which deliver pay
commensurate with the Company's performance and the individual's
performance.
* Providing equity-based incentives for the executive officers
to insure that they are motivated over the long term to manage
the Company's business as owners rather than just employees.
The Company strives to structure salaries for its executive officers
that are comparable with those of the Company's competitors and
other publicly held companies headquartered in Memphis, Tennessee.
During 1993, the Company implemented an incentive plan for certain
management and administrative employees, including executive officers.
Under this plan, participants are awarded bonuses equal to a
predetermined percentage (up to 40%) of their quarterly salaries based
upon the Company's operating ratio for the calendar quarter. The
objective of the plan is to tie the management group together as a
team so that each person's efforts are focused towards the
profitability of the entire Company rather than towards the
profitability of individual departments within the Company. No bonuses
were awarded under the incentive plan in 1995 as the Company did not
achieve the targeted operating ratios during the year.
The Company's Stock Option Plans are the vehicles utilized to provide
long-term incentives to executive officers. Grants under these plans
are tied to the value of the Company's Common Stock, thereby providing
an additional incentive for executive officers to maximize shareholder
value. Options granted under the plans have a term of ten years and
typically vest over a five-year period. An executive officer receives
value from the grant of options under these plans if the Company's
Common Stock appreciates over the long term and the executive officer
continues in the employ of the Company.
Company Performance and CEO Compensation
Under the Company's incentive plan, neither Mr. Starnes, the Company's
CEO, nor any other executive officer received a bonus for 1995. In
addition, there was no increase in the base salaries of Mr. Starnes or
the other executive officers for 1996.
EXECUTIVE COMPENSATION COMMITTEE
Michael S. Starnes, Chairman
Morris H. Fair
Jack H. Morris III
[GRAPH GOES HERE]
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN (1)
YEAR ENDING DECEMBER 31
1990 1991 1992 1993 1994 1995
M.S. Carriers, Inc. 100 163 242 236 242 222
NASDAQ Combined
Composite Index 100 157 181 207 201 281
Peer Group Index 100 172 236 282 209 197
(1) Assumes $100 invested on December 31, 1990 in M.S. Carriers, Inc.
Common Stock, NASDAQ Composite Index and Peer Group Index with
reinvestment of dividends.
(2) This peer group is composed of J.B. Hunt Transport Services, Inc.
and Werner Enterprises Inc., two other truckload carriers. This
index has not been weighted to reflect the relative market
capitalization of the peer group companies.
AUDITORS
The Board of Directors has appointed Ernst & Young as independent
auditors for the year ended December 31, 1996. One or more members of
Ernst & Young are expected to be present at the Annual Meeting, will
have the opportunity to make a statement, if they so desire, and will
be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals intended to be presented at the 1997 Annual Meeting of
Shareholders should be sent to M.J. Barrow, Secretary, M.S. Carriers,
Inc., P. O. Box 30788, Memphis, Tennessee 38130-0788, and must be
received by December 15, 1996, in order to be included in the proxy
materials for the 1997 annual meeting.
OTHER MATTERS
In addition to the matters described above, there will be an address
by the Chairman and a general discussion period during which
shareholders will have an opportunity to ask questions about the
Company's business.
If any matter not described herein should come before the meeting, the
persons named in the accompanying proxy card will vote the shares
represented by them in accordance with their best judgment. At the
time this proxy statement went to press, the Company knew of no other
matters which might be presented for shareholder action at the
meeting.
OTHER INFORMATION
The enclosed proxy card is being solicited by the Board of Directors
and the entire cost of such solicitation will be paid by the Company.
If the proxy is properly executed, the shares represented by it will
be voted at the Annual Meeting. If a shareholder has specified how his
shares are to be voted, they will be voted in accordance with such
specification. To the extent necessary to assure sufficient
representation at the meeting, certain officers and other regular
employees of the Company may, by telephone, telegraph or personal
interview, request the return of proxies.
It is intended that the shares represented by the proxy not limited to
the contrary will be voted in favor of all items listed on the proxy
and in the discretion of the persons named in the proxies on any other
matter which may properly come before the meeting.
FINANCIAL STATEMENTS
Financial statements for the Company are included in the Annual Report
to shareholders for the year 1995 which is being mailed to
shareholders with this proxy statement but which is not a part of the
proxy soliciting materials. Additional copies of these statements, as
well as the Annual Report to the Securities and Exchange Commission on
Form 10-K, may be obtained without charge from M.J. Barrow, Secretary,
M.S. Carriers, Inc., P.O. Box 30788, Memphis, Tennessee 38130-0788.
The above notice and proxy statement are sent by order of the Board of
Directors.
M.J. Barrow
Secretary
EXHIBIT A
M.S. CARRIERS, INC. 1996 Stock Option Plan
1. Purpose.
The 1996 Stock Option Plan (the "Plan") is to benefit M.S.
Carriers, Inc. (the "Company") in attracting and retaining outstanding
personnel by offering to its employees a favorable opportunity to
become owners of the Common Stock , $.01 par value, of the Company and
is intended to advance the best interests of the Company by providing
employees with additional incentive by enabling them to obtain a
proprietary interest in the success of the Company.
2. Administration.
Except as provided in Paragraph 4, the Plan shall be administered
by the members of the Executive Compensation Committee of the Board of
Directors who are not employees of the Company (the "Committee"),
which committee shall consist of not less than two members. Meetings
shall be held at such times and places as shall be determined by the
Committee. A majority of the members of the Committee shall constitute
a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the unanimous written
consent of its members. No member of the Committee shall be liable for
any act or omission of any other member of the Committee or for
any act or omission on his own part, including but not limited to the
exercise of any power or discretion given to him under the Plan,
except those resulting from his own gross negligence or willful
misconduct. All questions of interpretation and application of the
Plan, or of options granted hereunder (the "Options"), shall be
subject to the determination, which shall be final and binding, of a
majority of the Committee.
3. Option Shares.
The stock subject to the Options and other provisions of the Plan
shall be shares of the Company's Commons Stock, $.01 par value, (the
"Stock"). The total amount of the Stock with respect to which Options
may be granted under this Plan shall not exceed in the aggregate one
million five hundred thousand (1,500,000) shares; provided, that the
class and aggregate number of shares of Stock which may be subject to
Options granted hereunder shall be subject to adjustment in accordance
with the provisions of Paragraph 16 hereof. Such shares of Stock may
be treasury shares or authorized but unissued shares of Stock. In the
event that any outstanding Option for any reason shall expire or is
terminated or canceled, the shares of Stock allocable to the
unexercised portion of such Option may again be subject to
an Option under the Plan.
4. Authority to Grant Options.
Options granted under the Plan may, in the discretion of the
Committee, be either incentive stock options as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified stock options. Each stock option agreement or other
appropriate documentation shall specifically state, for each Option
granted thereunder, whether the Option is an incentive stock option or
a non-qualified option, but any Option not designated by the Committee
as an incentive stock option shall be a non-qualified stock option. In
no event, however, shall both an incentive stock option and a
non-qualified stock option be granted together under the Plan in such
a manner that the exercise of one Option affects the right to
exercise the other. No Options shall be granted under the Plan
subsequent to March 25, 2006. Except as provided in Paragraph 6, all
provisions of this Plan apply to both incentive and non-qualified
options. The only Options under the Plan which may be granted are
those which either (i) are granted after adoption of the Plan and are
conditioned upon approval of the Plan by the stockholders of the
Company within twelve months of such adoption or (ii) are granted
after both adoption of the Plan and approval thereof by the
stockholders of the Company within twelve months after the date of
such adoption, all as provided in Paragraph 20 hereof.
5. Eligibility for Stock Options.
Individuals who shall be eligible to receive Options under the
Plan shall be all employees of the Company.
6. Provisions Applicable to Incentive Stock Options.
The following provisions shall apply only to incentive stock
options granted under the Plan:
(i) Incentive stock options granted to any employee must have an
exercise price equal to at least 100% of the fair market
value of the Stock (determined in accordance with Paragraph
7) subject to the Option.
(ii) No incentive stock option shall be granted to any employee
who, at the time such Option is granted, owns, within the
meaning of Section 422(b)(6) of the Code, stock possessing
more than 10 percent of the total combined voting power of
all classes of Stock of the Company or any of its
subsidiaries, except that such an Option may be granted to
such an employee if at the time the Option is granted the
option price is at least 110 percent of the fair market
value of the Stock (determined in accordance with Paragraph
7) subject to the Option, and the Option by its terms is not
exercisable after the expiration of five years from the date
the Option is granted.
(iii) To the extent that the aggregate fair market value of stock
with respect to which incentive stock options (without
regard to this subparagraph) are exercisable for the first
time by any individual during any calendar year (under all
plans of the Company) exceeds $100,000, such Options shall
be treated as Options which are not incentive stock options.
This subparagraph shall be applied by taking Options into
account in the order in which they were granted. If some but
not all Options granted on any one day are subject to this
subparagraph, then such Options shall be apportioned between
incentive stock option and non-qualified stock option
treatment in such manner as the Committee shall determine.
For purposes of the subparagraph, the fair market value of
any Stock shall be determined, in accordance with Paragraph
7, as of the date the option with respect to such Stock is
granted.
(iv) No incentive stock option granted under the Plan shall be
exercisable any sooner than one year from the date of grant.
7. Option Price; Fair Market Value.
Subject to Paragraph 6, the price at which shares of Stock may be
purchased pursuant to an Option shall be not less than one hundred
percent (100%) of the fair market value of the shares of Stock on the
date the Option is granted, and the Committee in its discretion may
provide that the price at which shares may be so purchased shall be
more than such fair market value. For all purposes of this Plan, the
"fair market value" of the Stock shall be the mean of the highest and
lowest selling prices of the Stock as reported in The Wall Street
Journal on the applicable date or, if there were no sales of Common
Stock reported for such date, for the last trading day before the date
as of which such fair market value is to be determined.
8. Duration of Options.
Subject to Paragraph 6(ii), no Option shall be exercisable after
the expiration of ten years from the date such Option is granted. An
Option shall expire immediately following the last day on which such
Option is exercisable pursuant to this Paragraph 8 or any decision of
the Committee made pursuant to Paragraph 9.
9. Amount Exercisable.
Subject to Paragraph 6(iv), the Committee in its discretion may
provide that an Option shall be exercisable throughout the term of the
Option or during any lesser period of time commencing on or after the
date of grant of the Option and ending upon or before the expiration
of the term. Each Option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to any
limitations with respect to the number of shares for which the Option
may be exercised at a particular time and to such other conditions as
the Committee in its discretion may specify upon such granting the
Option.
10. Exercise of Options.
Options shall be exercised by the delivery of written notice to
the Company setting forth the number of shares of Stock with respect
to which the Option is to be exercised, together with cash, certified
check, bank draft or postal or express money order payable to the
order of the Company for an amount equal to the Option price of such
shares of Stock, or if allowed by the terms of the option, by
exchanging shares of Stock owned by the Optionee, so long as the
exchanged shares of Stock plus cash (or certified check) paid, if any,
have a total fair market value (determined in accordance with
Paragraph 7, as of the date of exercise) equal to the purchase prices
for such shares to be acquired upon exercise of said Option, and
specifying the address to which the certificates for such shares are
to be mailed. Whenever an Option is exercised by exchanging shares of
Stock theretofore owned by the Optionee: (1) no shares of Stock
received upon exercise of that Option thereafter may be exchanged to
pay the Option price for additional shares of Stock within the
following six months; and (2) the Optionee shall deliver to the
Company certificates registered in the name of such Optionee
representing a number of shares of Stock legally and beneficially
owned by such Optionee, free of all liens, claims, and encumbrances or
every kind, accompanied by stock powers duly endorsed in blank by the
record holder of the shares represented by such certificates,
with signature guaranteed by a commercial bank or trust company or by
a brokerage firm having a membership on a registered national stock
exchange. Such notice may be delivered in person to the Secretary of
the Company, or may be sent by mail to the Secretary of the Company,
in which case delivery shall be deemed made on the date such notice is
received. As promptly as practicable after receipt of such written
notification and payment, the Company shall deliver to the Optionee
certificates for the number of shares with respect to which such
option has been so exercised, issued in the Optionee's name; provided,
that such delivery shall be deemed effected for all purposes when a
stock transfer agent of the company shall have deposited such
certificates in the United States mail, addressed to the Optionee, at
the address specified pursuant to this Paragraph 10. The delivery of
certificates upon the exercise of Options may, in the discretion of
the Committee, be subject to any reasonable conditions, including, but
not limited to (a) payment to the Company by the person exercising
such Option of the amount, determined by the Company, of any tax
liability of the Company (including but not limited to employment
taxes required to be withheld) resulting from such exercise, or from a
sale or other disposition of the stock issued upon exercise of such
Option and (b) agreement by the person exercising such Option to
provide the Company with such information as the Company might
reasonably request pertaining to such exercise, sale or other
disposition. In its discretion, the Committee may provide that the
Optionee may elect to have the Company accept or retain Stock as
payment of an Optionee's liability to the Company, as set forth in (a)
above.
11. Transferability of Options.
Options shall not be transferable by the Optionee other than by
will or under the laws of descent and distribution, and shall be
exercisable, during the Optionee's lifetime, only by the Optionee.
12. Termination of Employment of Optionee.
Except as may be otherwise expressly provided herein, Options
shall terminate on such date as shall be selected by the Committee in
its discretion and specified in the option agreement. If an Optionee
and the Company sever their employment relationship for any reason
(except as otherwise provided for herein), the Option shall terminate
not later than one day less than three months following the severance
of the employment relationship. Whether authorized leave of absence,
or absence on military or government service, shall constitute
severance of the employment relationship between the Company and the
Optionee, shall be determined by the Committee at the time thereof.
If, before the date of expiration of the Option, the Optionee shall be
retired in good standing from the employ of the Company for reasons of
age or disability under the then established rules of the Company,
the Option shall terminate on the earlier of such date of expiration
or one year after the date of such retirement. In the event of such
retirement, the Optionee shall have the right prior to the termination
of such Option to exercise the Option to the extent to which he was
entitled to exercise such Option immediately prior to such retirement;
however, in the event that the Optionee has retired on or after
attaining the age of sixty-two (62) years, the Optionee shall be
entitled to exercise all or any part of such Option. Upon the death of
the Optionee, his executors, administrators, or any person or persons
to whom his Option may be transferred by will or by the laws of
descent and distribution, shall have the right, at any time prior to
the earlier of the date of expiration or one year following the date
of such death, to exercise the Option, in whole or in part (without
regard to any limitations imposed pursuant to Paragraph 9 hereof). In
the event that the Committee grants an Option designating it as an
incentive stock option, and the Optionee's employment status changes,
but such person continues as a director or an affiliate of the
Company, then the Company in its discretion may, upon request of the
Optionee, elect that the Option previously granted shall continue in
full force and effect as a non-qualified stock option. In the event
that the Committee grants an Option designating it as a non-qualified
stock option, and the person's status with the Company or its
subsidiary corporations changes, but such person continues as an
affiliate of the Company, then the Company in its discretion may elect
that the Option previously granted shall continue in full force and
effect. The Committee shall be permitted, in its discretion, to grant
to any employee an Option which is an incentive stock option or a
non-qualified stock option with a provision that the Option shall
continue in full force and effect as non-qualified stock option if the
person's status with the Company or its subsidiary changes, but such
person continues as an affiliate of the Company.
13. Requirements of Law.
The Company shall not be required to sell or issue any shares
under any Option if the issuance of such shares shall constitute a
violation by the Optionee or the Company of any provisions of any law
or regulation of any governmental authority. In addition, in
connection with the Securities Act of 1933 (as now in effect and
hereafter amended), upon exercise of any Option, the Company shall not
be required to issue Stock unless the Committee has received evidence
satisfactory to it to the effect that the holder of such Option will
not transfer such shares except pursuant to a registration statement
in effect under such Act or unless a reasonably satisfactory opinion
of counsel addressed to the Company has been received by the Company
to the effect that such registration is not required. Any
determination in this connection by the Committee shall be final,
binding and conclusive. In the event the shares issuable on exercise
of an Option are not registered under the Securities Act of 1933, the
Company may imprint the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply
with the Securities Act of 1933:
"The shares of stock represented by this certificate have
not been registered under the Securities Act of 1933 or
under the securities laws of any State and may not be sold
or transferred except upon such registration or upon receipt
by the Corporation of an opinion of counsel satisfactory to
the Corporation, in form and substance satisfactory to the
Corporation, that registration is not required for such sale
or transfer."
The Company may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act of 1933
(as now in effect or as hereafter amended); and in the event any
shares are so registered, the Company may remove any legend on
certificates representing such shares. The Company shall not be
obligated to take any other affirmative action in order to cause the
exercise of an Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority.
14. No Rights as Stockholder.
No Optionee shall have rights as a stockholder with respect to
shares covered by any Option until the date of issuance of a stock
certificate for such shares; and, except as otherwise provided in
Paragraph 16 hereof, no adjustment for dividends, or otherwise, shall
be made if the record date thereof is prior to the date of issuance of
such certificate.
15. No Employment Obligation.
The granting of any Option shall not impose upon the Company any
obligation to employ or continue to employ any Optionee; and the right
of the Company to terminate the employment of any employee shall not
be diminished or affected by reason of the fact that an Option has
been granted to the employee.
16. Changes in the Company's Capital Structure.
The existence of outstanding Options shall not affect in any way
the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting
the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend,
or other increase or reduction of the number of shares of the Stock
outstanding, without receiving compensation therefor in money,
services or property, then (a) the number, class, and per share price
of shares of stock subject to outstanding Options hereunder shall be
appropriately adjusted in such a manner as to entitle an Optionee to
receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares as he would
have received had he exercised his Option in full immediately prior to
the event requiring the adjustment; and (b) the number and class of
shares then reserved for issuance under the Plan shall be adjusted by
substituting for the total number and class of shares of stock that
would have been received by the owner of an equal number of
outstanding shares of each class of Stock as the result of the event
requiring the adjustment.
After a merger of one or more corporations into the Company, or
after a consolidation of the Company and one or more corporations in
which the Company shall be the surviving corporation, each holder of
an outstanding Option shall, at no additional cost, be entitled upon
exercise of such Option to receive (subject to any required action by
stockholders) in lieu of the number and class of shares as to which
such Option would have been so exercisable in the absence of such
event, the number and class of shares of stock or other securities to
which such holder would have been entitled pursuant to the terms of
the agreement of merger or consolidation if, immediately prior to such
merger or consolidation, such holder had been the holder of record of
the number and class of shares of Stock equal to the number and class
as to which such Option shall be so exercised.
If the Company is merged into or consolidated with another
corporation under circumstances where the Company is not the surviving
corporation, or if the Company sells or otherwise disposes of
substantially all its assets to another corporation and is liquidated
while unexercised Options remain outstanding under the Plan, (i)
subject to the provisions of clause (iii) below, after the effective
date of such merger, consolidation or sale and liquidation, as the
case may be, each holder of an outstanding Option shall be entitled,
upon exercise of such Option, to receive, in lieu of shares of the
Stock, shares of such stock or other securities as the holders
of shares of such class of Stock received pursuant to the terms of the
merger, consolidation or sale; (ii) the Board of Directors may waive
any limitations imposed pursuant to Paragraph 9 hereof so that all
Options, from and after a date prior to the effective date of such
merger, consolidation, or sale and liquidation, as the case may be,
specified by the Board, shall be exercisable in full; and (iii) all
outstanding Options may be canceled by the Board of Directors as of
the effective date of any such merger, consolidation or sale and
liquidation provided that (x) notice of such cancellation shall be
given to each holder of an Option and (y) each holder of an Option
shall have the right to exercise such Option in full (without regard
to any limitations imposed pursuant to Paragraph 9 hereof) during a
30-day period preceding the effective date of such merger,
consolidation or sale and liquidation.
Except as hereinbefore expressly provided, the issue by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, for cash or property, or for labor
or services either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, class or price of shares of
Stock then subject to outstanding Options.
17. Amendment or Termination of Plan.
The Board of Directors may modify, revise or terminate this Plan
at any time and from time to time; provided, however, that without the
further approval of the holders of at least a majority of the shares
of stock of the Company present in person or by proxy and entitled to
vote on the election of directors, the Board may not increase the
aggregate number of shares which may be issued under Options pursuant
to provisions of the Plan, change the class of employees eligible
under the Plan, or materially increase the benefits accruing to
participants under the Plan. Consistent with the foregoing
limitations, the Committee shall determine whether and to what
extent any amendment, modification, revision or termination will
affect any outstanding Options.
18. Written Documentation.
Each Option granted hereunder shall be embodied in a written
option agreement or such other appropriate documentation as the
Committee in its discretion shall deem advisable.
19. Indemnification of Committee.
The Company shall indemnify each present and future member of the
Committee against, and each member of the Committee shall be entitled
without further act on his part to indemnify from the Company for, all
expenses (including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably
incurred by him in connection with or arising out of any action, suit
or proceeding in which he may be involved by reason of his being or
having been a member of the Committee at the time of incurring such
expenses; provided, however, that such indemnity shall not include any
expenses incurred by any such member of the Committee (a) in respect
of matters as to which he shall be finally adjudged in any such
action, suit or proceeding to have been guilty of gross negligence or
willful misconduct in the performance of his duty as such member of
the Committee, or (b) in respect of any matter in which any settlement
is effected, to an amount in excess of the amount approved by the
Company on the advice of its legal counsel; and provided further, that
no right of indemnification under the provisions set forth herein
shall be available to or enforceable by any such member of the
Committee unless, within sixty (60) days after institution of any such
action, suit or proceeding, he shall have offered the Company, in
writing, the opportunity to handle and defend same at its own expense.
The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the
Committee and shall be in addition to all other rights to which such
member of the Committee may be entitled as a matter of law, contract,
or otherwise.
20. Adoption, Approval and Effective Date of Plan.
The Plan shall be considered adopted and shall become effective
on the date the Plan is approved by the Board of Directors of the
Company; provided, however, that the Plan and any grants of Options
thereunder, shall be void, if the stockholders of the Company shall
not have approved adoption of the Plan within twelve months after such
effective date.
Adopted By The Board of Directors
By Resolution dated March 26, 1996
/s/M.J. Barrow
M. J. Barrow, Secretary
[ATTACHMENT -- PROXY CARD]
PROXY CARD
M.S. CARRIERS, INC.
3171 Directors Row
Memphis, Tennessee 38116
This proxy is solicited on behalf of the Board of Directors for
the Annual Meeting on May 3, 1996.
The undersigned hereby appoints Michael S. Starnes and M.J.
Barrow, or either of them, proxies, with the powers the
undersigned would possess if personally present, and with full
power of substitution, to vote all common shares of the
undersigned in M.S. Carriers, Inc., at the Annual Meeting of the
Shareholders to be held at the Company's Office, 3171 Directors
Row, Memphis, Tennessee, beginning at 9:00 a.m. on May 3, 1996,
and at any adjournment thereof, upon all subjects that may
properly come before the meeting, including the matters described
in the proxy statement furnished herewith, subject to any
directions indicated on the other side of this card. IF NO
DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF
ALL LISTED NOMINEES, IN ACCORD WITH THE DIRECTORS'
RECOMMENDATIONS ON THE OTHER SUBJECTS LISTED ON THE OTHER SIDE OF
THIS CARD AND, AT THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
Your vote for the election of Directors may be indicated on the
other side. Nominees are Michael S. Starnes, Carl J. Mungenast,
James W. Welch, M.J. Barrow, Robert P. Hurt, Jack H. Morris, III
and Morris H. Fair.
PLEASE SIGN ON THE OTHER SIDE AND RETURN PROMPTLY. IF YOU DO NOT
SIGN AND RETURN A PROXY, OR ATTEND THE MEETING AND VOTE BY
BALLOT, YOUR SHARES CANNOT BE VOTED.
Please mark votes [X]
* To vote your shares for all Director nominees, mark the
"For" box on Item "1."
* To withhold voting for all nominees, mark the "Withhold"
box.
* If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and enter the names
of those you do not want to vote for in the space provided;
your shares will be voted for the remaining nominees.
Directors recommend a vote "For"
With- For All
For hold Except*
1. Election of all [ ] [ ] [ ]
Directors
(Page 3)
*Exceptions_____________________________________________
________________________________________________________
________________________________________________________
For Against Abstain
2. Approval of 1996 [ ] [ ] [ ]
Stock Option Plan
(Page 4)
Please sign this proxy and return it promptly whether or not you
plan to attend the meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the
capacity in which you are signing. If you do attend the meeting
and decide to vote by ballot, such vote will supersede this
proxy.
Sign here as name(s) appear on reverse side
x _______________________________________________________
x _______________________________________________________
Date ___________________________________________, 1996
