Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
(X) Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1995
( ) Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period _____________ to ________________
Commission file number 0-14781
A. Full Title of Plan: M.S. Carriers, Inc. Retirement Savings Plan
B. Name of Issuer: M.S. Carriers, Inc.
Address of Issuer: 3171 Directors Row
Memphis, TN 38116
<PAGE>
M.S. CARRIERS, INC.'S RETIREMENT SAVINGS PLAN
REQUIRED INFORMATION
Page
----
Independent Auditor's Report 2
Statement of Net Assets Available for Benefits with
Fund Information - December 31, 1995 3
Statement of Net Assets Available for Benefits with
Fund Information - December 31, 1994 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended
December 31, 1995 5
Notes to Financial Statements 6-9
Supplemental Schedules
Item 27(a) - Schedule G, Part I - Schedule of Assets
Held for Investment Purposes 10
Item 27(d) - Schedule G, Part V - Schedule of Reportable
Transactions 11
Consent of Independent Accountants 12
Signatures 13
- 1 -
<PAGE>
Independent Auditor's Report
- ----------------------------
To The Trustees
M.S. Carriers, Inc. Retirement Savings Plan
Memphis, Tennessee
We have audited the accompanying statements of net assets available
for benefits with fund information of M.S. Carriers, Inc.
Retirement Savings Plan as of December 31, 1995 and 1994, and the related
statement of changes in net assets available for benefits with
fund information for the year ended December 31, 1995. 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 audits.
We conducted our audits 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 audits
provide 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 M.S. Carriers,
Inc. Retirement Savings Plan at December 31, 1995 and 1994, and the changes
in its net assets available for benefits for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1995
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 1995 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1995 financial
statements taken as a whole.
The Thompson Group, PLC
June 26, 1996
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<PAGE>
<TABLE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1995
-------------------------------------------------
<CAPTION>
M.S. Carriers,
Inc. Common GIC Bond Equity Participant
Stock Fund Fund Fund Fund Loans Total
-------------- ------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 15,581 $ - $ - $ - $ - $ 15,581
Investments (notes 2, 3 and 4)
M.S. Carriers, Inc. common
stock 8,038,760 - - - - 8,038,760
CMA Money Fund 254,591 - - - - 254,591
Merrill Lynch Retirement
Preservation Trust - 726,184 - - - 726,184
Merrill Lynch Federal
Securities Trust - - 291,223 - - 291,223
Merrill Lynch Capital Fund - - - 687,531 - 687,531
Loans to participants - - - - 1,206,658 1,206,658
---------- -------- -------- -------- ---------- ----------
8,293,351 726,184 291,223 687,531 1,206,658 11,204,947
Receivables
Participant contributions 86,457 14,459 5,499 15,164 - 121,579
Employer contributions 81,430 - - - - 81,430
Accrued income 110 330 - - - 440
------ ----- ----- ----- ------ ------
167,997 14,789 5,499 15,164 - 203,449
------- ------ ----- ------ ------ -------
Net assets available for
benefits $8,476,929 $740,973 $296,722 $702,695 $1,206,658 $ 11,423,977
---------- -------- -------- -------- ---------- -----------
---------- -------- -------- -------- ---------- -----------
The accompanying notes are an integral
part of these financial statements.
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</TABLE>
<PAGE>
<TABLE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1994
-------------------------------------------------
<CAPTION>
M.S. Carriers,
Inc. Common GIC Bond Equity Participant
Stock Fund Fund Fund Fund Loans Total
-------------- ------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments (notes 2, 3 and 4)
M.S. Carriers, Inc. common
stock 7,045,869 - - - - 7,045,869
CMA Money Fund 113,840 - - - - 113,840
Merrill Lynch Retirement
Preservation Trust - 390,022 - - - 390,022
Merrill Lynch Federal
Securities Trust - - 143,499 - - 143,499
Merrill Lynch Capital Fund - - - 305,551 - 305,551
Loans to participants - - - - 779,634 779,634
---------- -------- -------- -------- ---------- ----------
7,159,709 390,022 143,499 305,551 779,634 8,778,415
Receivables
Participant contributions 19,117 3,736 1,529 2,171 - 26,553
Employer contributions 18,176 - - - - 18,176
Accrued income 32 116 - - - 148
------ ----- ----- ----- ------ ------
37,325 3,852 1,529 2,171 - 44,877
------- ------ ----- ------ ------ -------
Net assets available for
benefits $7,197,034 $393,874 $145,028 $307,722 $ 779,634 $ 8,823,292
---------- -------- -------- -------- ---------- -----------
---------- -------- -------- -------- ---------- -----------
The accompanying notes are an integral
part of these financial statements.
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</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, 1995
----------------------------------------------------------
<CAPTION>
M.S. Carriers,
Inc. Common GIC Bond Equity Participant
Stock Fund Fund Fund Fund Loans Total
-------------- ---- ---- ------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions
Participants $1,893,113 $ 403,879 $ 151,631 $ 308,754 $ - $ 2,757,377
Employer 1,049,375 - - - - 1,049,375
Rollovers from other plans 218,691 - - - - 218,691
---------- --------- --------- --------- ---------- -----------
3,161,179 403,879 151,631 308,754 - 4,025,443
Investment income (note 2)
Dividends and interest 13,823 29,923 15,147 66,499 82,279 207,671
Net appreciation (depreciation)
in fair value of investments (646,860) - 14,960 68,709 - (563,191)
----------- --------- ---------- --------- ---------- -----------
(633,037) 29,923 30,107 135,208 82,279 (355,520)
----------- --------- ---------- --------- ----------- -----------
Total additions 2,528,142 433,802 181,738 443,962 82,279 3,669,923
Deductions from net assets
attributed to:
Benefits paid to participants
(notes 1 and 2) (961,762) (61,693) (20,040) (25,743) - (1,069,238)
----------- --------- ---------- --------- ----------- -----------
Net increase prior to interfund
transfers 1,566,380 372,109 161,698 418,219 82,279 2,600,685
Interfund transfers (286,485) (25,010) (10,004) (23,246) 344,745 -
----------- --------- ---------- --------- ----------- -----------
Net increase 1,279,895 347,099 151,694 394,973 427,024 2,600,685
Net assets available for benefits
Beginning of year 7,197,034 393,874 145,028 307,722 779,634 8,823,292
---------- --------- --------- --------- ----------- -----------
End of year $8,476,929 $ 740,973 $ 296,722 $ 702,695 $1,206,658 $11,423,977
---------- --------- --------- --------- ---------- ------------
---------- --------- --------- --------- ---------- ------------
The accompanying notes are an integral
part of these financial statements.
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</TABLE>
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1995 and 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(k) of the
Internal Revenue Code. The Plan is subject to the provisions of the
Employee 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.
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 $69,657 in 1995 and
$55,459 in 1994.
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<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements (Continued)
December 31, 1995 and 1994
---------------------------------------------
Note 1 - Description of the Plan (continued)
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. At present,
the Company has no plans or intentions to terminate the Plan.
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 fair value and represent the Plan's share of the
market value of fund holdings or are based upon quoted market prices.
Participant notes receivable are valued at cost which approximates fair value.
Interest and dividends
Interest income is recorded on the accrual basis and dividends are recorded
on the ex-dividend date.
Benefit payments
Benefit payments to participants are recorded upon distribution.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
- 7 -
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements (Continued)
December 31, 1995 and 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, 1995, 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 $ 8,038,760
Loans to participants 1,206,658
Merrill Lynch Retirement Preservation Trust 726,184
Merrill Lynch Capital Fund 687,531
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, 1995, interest
rates on loans to participants ranged from 7.25% to 10%. Principal and
interest is repaid ratably through payroll deductions.
Note 5 - Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits
for financial reporting purposes to the Form 5500 as filed by the Plan
for the years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
------------- ------------
<S> <C> <C>
Net assets available for benefits for
financial reporting purposes $ 11,423,977 $ 8,823,292
Benefit claims payable to participants 133,490 240,403
----------- ----------
Net assets per Form 5500 $ 11,290,487 $ 8,582,889
----------- ----------
----------- ----------
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</TABLE>
<PAGE>
M.S. CARRIERS, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements (Continued)
December 31, 1995 and 1994
--------------------------------------------
Note 5 - Reconciliation to Form 5500 (continued)
The following is a reconciliation of benefits paid to participants for
financial reporting purposes to the Form 5500 as filed by the Plan for the
years ended December 31, 1995 and 1994:
1995 1994
-------------- --------------
Benefits paid to participants for
financial reporting purposes $ 1,069,238 $ 1,186,406
Add: Benefit claims payable to
participants in current year 133,490 240,403
Less: Benefit claims payable to
participants in prior year (240,403) (132,989)
----------- -----------
Benefits paid to participants
per Form 5500 $ 962,325 1,293,820
----------- -----------
----------- -----------
Pending distributions to participants who elected to withdraw from the Plan
are recorded as a liability in the Plan's Form 5500; however, these amounts
are not recorded as a liability in the accompanying statement of net assets
available for benefits in accordance with generally accepted accounting
principles.
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 - Concentration of market risk
As of December 31, 1995, the Plan, under the direction of the participants,
has invested a majority of its assets in M.S. Carriers, Inc. common stock.
This investment in M.S. Carriers, Inc. common stock approximates 70% of
the Plan's net assets available for benefits. As a result of this
concentration, any significant reduction in the market value of this stock
could adversely affect individual participant accounts and the net assets
of the Plan.
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<PAGE>
<TABLE>
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, 1995
------------------------------------------------
<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
-------------------------------------
*401,938 M.S. Carriers, Inc. common stock $7,296,442 $8,038,760
254,591 CMA Money Fund 254,591 254,591
---------- -----------
7,551,033 8,293,351
GIC Fund
--------
726,184 Merrill Lynch Retirement Preservation
Trust 726,184 726,184
Bond Fund
---------
29,777 Merrill Lynch Federal Securities
Trust 284,433 291,223
Equity Fund
-----------
22,505 Merrill Lynch Capital Fund 644,155 687,531
Loans to Participants
---------------------
Loans to participants, interest rates
ranging from 7.25% to 10% - 1,206,658
---------- ----------
Total assets held for
investment purposes $ 9,205,805 $11,204,947
---------- -----------
---------- -----------
* Represents a related party item.
- 10 -
</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, 1995
---------------------------------------------------------------------
There were no category (i) or (ii) reportable transactions during the year ended December 31, 1995.
- ---------------------------------------------------------------------------------------------------
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. 168,278 shares
common stock (56 purchases) $3,373,693 $ $3,373,693 $3,373,693 $ -
90,288 shares
(68 sales) - 1,733,942 1,621,566 1,733,942 112,376
CMA Money Fund 5,218,097 units
(105 purchases) 5,218,097 - 5,218,097 5,218,097 -
5,077,346 units
(128 sales) - 5,077,346 5,077,346 5,077,346 -
GIC Fund - Merrill
Lynch Retirement
Preservation Trust 428,361 units
(298 purchases) 428,361 - 428,361 428,361 -
92,200 units
(13 sales) - 92,200 92,200 92,200 -
There were no category (iv) reportable transactions during the year ended December 31, 1995.
- --------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
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 11-K of
M.S. Carriers, Inc. for the year ended December 31, 1995.
The Thompson Group, PLC
Memphis, Tennessee
June 26, 1995
- 12 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
M.S. Carriers, Inc. Retirement Savings Plan
Date: June 28, 1995 M.S. Carriers, Inc.
By: /s/ Dwight M. Bassett
Dwight M. Bassett
Its: Controller
