March 23, 1998
Dear Shareholders:
It is a pleasure to invite you to the 1998 Annual Meeting of
Shareholders to be held at the Company's Office, 3171 Directors Row in
Memphis, Tennessee on May 1st. 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,
/s/ MICHAEL S. STARNES
Michael S. Starnes
CHAIRMAN OF THE BOARD
<PAGE>
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 1, 1998, at 9:00 a.m., local time, for the following
purposes:
1. To elect directors for the ensuing year; and
2. To act upon such other matters as may properly come
before the meeting.
Shareholders of record at the close of business on March 6,
1998, 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 ADMINISTRATION AND
SECRETARY-TREASURER
<PAGE>
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 March 23, 1998, 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 6, 1998, 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 6, 1998, the record date, there were 12,251,101
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.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table set forth certain information as of March
6, 1998, 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.
<PAGE>
<TABLE>
OWNERSHIP OF COMMON STOCK
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......................... 3,116,913(2) 25.3%
The Capital Group Companies, Inc., and
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071 ........................... 741,000(3) 6.0%
James W. Welch....................................... 155,053(4) 1.2%
M.J. Barrow.......................................... 59,980(5) *
Mike Reaves ........................................ 10,090(6) *
John M. Hudson....................................... 28,955(7) *
Carl J. Mungenast ................................... 494(8) *
Morris H. Fair ..................................... 18,500(9) *
Jack H. Morris, III ................................. 23,500(10) *
All executive officers and directors as a group ..... 3,474,904 28.0%
</TABLE>
* Indicates less than 1%.
(1) Beneficial ownership of Common Stock consists of sole voting and
investment power except as otherwise indicated.
(2) The shares of Common Stock shown as beneficially owned by Michael
S. Starnes represent 3,104,913 shares owned directly by him and
12,000 shares which he may acquire through the exercise of stock
options within 60 days of March 6, 1998.
(3) According to a Schedule 13G (Amendment No. 5) dated February 10,
1998, the Capital Group Companies Inc. and Capital Research and
Management Company claim as of December 31, 1997, sole voting
power with respect to 478,300 shares and sole investment power
with respect to 741,000 shares. Neither The Capital Group
Companies,Inc. nor Capital Research and Management Company claim
shared voting power or shared investment power with respect to
any of these shares.
(4) The shares of Common Stock shown as beneficially owned by James
W. Welch represent 100,000 shares owned directly by him, 7,053
shares allocated to his account in the Company's Retirement
Savings Plan and 48,000 shares which he may acquire through the
exercise of stock options within 60 days of March 6, 1998.
(5) The shares of Common Stock shown as beneficially owned by M. J.
Barrow represent 7,139 shares owned directly by him, 60 shares
owned by him as custodian for his children, 4,781 shares
allocated to his account in the Company's Retirement Savings Plan
and 48,000 shares which he may acquire through the exercise of
stock options within 60 days of March 6, 1998.
(6) The shares of Common Stock shown as beneficially owned by Mike
Reaves represent 500 shares owned directly by him, 1,590 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 6, 1998.
<PAGE>
(7) The shares of Common Stock shown as beneficially owned by John M.
Hudson represent 890 shares owned directly by him, 2,065 shares
allocated to his account in the Company's Retirement Savings
Plan and 26,000 shares which he may acquire through the exercise
of stock options within 60 days of March 6, 1998.
(8) The shares of Common Stock shown as beneficially owned by Carl J.
Mungenast represent 494 shares allocated to his account in the
Company's Retirement Savings Plan.
(9) The shares of Common Stock shown as beneficially owned by Morris
H. Fair represent 17,000 shares owned directly by him and 1,500
shares which he may acquire through the exercise of stock options
within 60 days of March 6, 1998.
(10) The shares of Common Stock shown as beneficially owned by Jack H.
Morris represent 22,000 shares owned directly by him and 1,500
shares which he may acquire through the exercise of stock options
within 60 days of March 6, 1998.
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 six 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>
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, 53 1978
President and Chief Executive
Officer of the Company
James W. Welch Senior Vice President - Marketing 54 1982
of the Company
M.J. Barrow Senior Vice President - Finance and 53 1982
Administration, Secretary-Treasurer
of the Company
Carl J. Mungenast (3) Business Consultant 58 1994
Morris H. Fair (4) Sales Development Administrator, 68 1986
Raymond James & Associates, Inc.
Jack H. Morris, III Chief Executive Officer of 67 1986
Auto Glass of Memphis, Inc.
</TABLE>
(1) Each of the nominees except Mr. Mungenast and Mr. Fair 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 as Executive
Vice President and Chief Operating Officer commenced April 1,
1994. Due to health reasons, Mr. Mungenast's duties were reduced
and he was named Advisor to the Chairman effective June 1, 1996.
In November 1997, Mr. Mungenast became a consultant to the
Company.
<PAGE>
(4) Mr. Fair was a Senior Vice President of Union Planters
Corporation from September 1988 through December 1997. Mr. Fair
has been associated with Raymond James & Associates, Inc. since
April 1995.
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 three meetings in 1997 and each director attended all of the
meetings except that Mr. Welch and Mr. Mungenast were absent from one
meeting due to scheduling conflicts.
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 once during 1997 and each member attended
that 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
once during 1997 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 receives
an automatic, non-discretionary award of an option to purchase 2,500
shares of Common Stock 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.
<PAGE>
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, 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION OTHER COMPENSATION
RETIREMENT LIFE
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS SAVINGS PLAN(1) INSURANCE(2)
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes 1997 $346,656 $33,762 -- -- $64,516
Chairman of the Board, 1996 325,728 -- 30,000 -- 63,643
President and Chief 1995 325,246 -- -- -- 64,238
Executive Officer
James W. Welch 1997 194,469 33,762 20,000 $4,750 4,272
Senior Vice President- 1996 179,178 -- 20,000 4,750 5,887
Marketing 1995 188,178 -- -- 4,620 4,387
M. J. Barrow 1997 175,579 33,762 20,000 4,179 4,377
Senior Vice President- 1996 131,765 -- 20,000 3,294 5,984
Finance and Administration 1995 138,365 -- -- 3,170 4,667
Secretary, Treasurer
Mike Reaves 1997 154,307 33,762 20,000 4,750 1,448
Senior Vice President- 1996 123,077 -- 20,000 3,736 --
Driver Services 1995 94,071 900 5,000 3,736 --
John M. Hudson 1997 129,104 6,307 -- 2,850 1,665
Vice President- 1996 129,876 -- 15,000 2,850 1,530
Human Resources 1995 116,681 -- 1,100 2,772 979
</TABLE>
(1) The Company's contribution to the named individual's account in
the Company's Retirement Savings Plan.
(2) Premiums paid by the Company on split-dollar life insurance
policies covering the named individual. Upon the death of an
individual, the Company will be reimbursed the amount it has paid
in premiums.
OPTION GRANTS IN 1997
The following table provides information with respect to stock
options granted to the Chief Executive Officer and each of the four
other most highly compensated executive officers during the year ended
December 31, 1997.
<TABLE>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
% OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES
SECURITIES OPTIONS EXERCISE OF STOCK PRICE
UNDERLYING GRANTED TO OR BASE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes -- -- -- -- -- --
James W. Welch 20,000 3.9% $21.9375 12/21/07 $275,927 $699,254
M.J. Barrow 20,000 3.9% 21.9375 12/21/07 275,927 699,254
Mike Reaves 20,000 3.9% 21.9375 12/21/07 275,927 699,254
John M. Hudson -- -- -- -- -- --
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN 1997 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, 1997.
<TABLE>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1997 AT DECEMBER 31, 1997(1)
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes -- -- -- 90,000 $ -- $360,000
James W. Welch -- -- 40,000 60,000 692,500 256,250
M. J. Barrow -- -- 40,000 60,000 692,500 256,250
Mike Reaves -- -- -- 50,000 -- 225,625
John M. Hudson -- -- 20,000 25,000 346,250 135,000
</TABLE>
(1) This amount is the aggregate of the number of options multiplied
by the difference between the average sale price of $24.50 of the
Common Stock on the last trading day in 1997 minus the exercise
price for those options.
EMPLOYMENT CONTRACTS
The Company has employment agreements with senior executive
officers. 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 provides that
the employment of the executive officer may be terminated by either
the Company or the executive officer upon thirty days' notice. Mr.
Welch's employment agreements contain certain non-competition and
confidentiality provisions which continue after the term of his
employment.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than
10% stockholders are required by SECregulation to furnish the Company
with copies of all Section 16(a) forms they file. Based solely upon a
review of the copies of such forms furnished to the Company, the
Company believes that its officers, directors and greater than
10%beneficial owners complied with all Section 16(a) filing
requirements applicable to them during the Company's preceding
fiscal year, except (i) Mr. Starnes filed a late Form 5 relating to
the gift of 1,045 shares of Common Stock in December 1996, (ii) Mr.
Reaves reported the purchase of 500 shares of Common Stock in May 1996
late on a Form 5 and (iii) Robert P. Hurt reported the exercise of a
stock option for 20,000 shares of Common Stock in October 1997 late on
Form 5.
<PAGE>
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. Mr. Starnes does not participate in the
Committee's deliberations concerning his compensation.
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 employees
who contribute to the long-term success of the Company. The philosophy
underlying the 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 all employees with those
of the shareholders. Key principles of this philosophy are:
[BULLET] Providing fairness in compensation plans which
deliver pay commensurate with the Company's
performance and the individual's performance.
[BULLET] Providing equity-based incentives for the
employees to insure that they are motivated over
the long term to manage the Company's business as
owners rather than just employees.
EXECUTIVE OFFICER COMPENSATION
SALARY AND BONUS. The Company strives to structure the base
salaries and annual bonuses of the Company's executive officers to be
competitive with those provided to similarly situated executives with
other publicly held truckload motor carriers. In establishing
compensation, the Committee considers (i) the Company's financial
performance, as well as the role and contribution of the particular
executive officer with respect to such performance; (ii) individual
performance and responsibility, past performance and potential with
the Company; (iii)compensation information disclosed by similar
publicly held truckload carriers; and (iv) compensation levels
disclosed by other publicly held companies headquartered in Memphis,
Tennessee. Salary levels are largely subjective, with individual
performance and responsibility being the most important factor.
The Committee establishes a formula for determining bonuses
for the top executive officers. For 1997, the Committee determined
that the pool for executive bonuses would be equal to 1%of the
Company's net income per quarter provided specified operating ratios
were attained. The Company met or exceeded the targeted operating
ratios in three of the quarters during 1997 and the bonus pool was
allocated equally among the top executive officers.
The Committee believes that the compensation of the Company's
officers as a group, historically and during the last fiscal year, has
been comparable to that of other publicly held truckload motor
carriers.
STOCK OPTIONS. 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.
In making option grants to executive officers, the Committee
evaluates the individual officer's past and expected future
contributions to the Company's long-term success. In 1997, the
Committee awarded options to purchase 20,000 shares of Common Stock to
each of the Senior Vice Presidents. At the request of Mr. Starnes, and
in view of the fact that Mr. Starnes is the largest shareholder of the
Company, the Committee did not award him any stock options during
1997.
<PAGE>
CHIEF EXECUTIVE OFFICER. Due to Mr. Starnes' substantial
responsibility and contributions to the Company, Mr. Starnes' base
salary is set significantly above the base salaries of the other
executive officers. In setting Mr. Starnes' salary, the Committee
specifically considered (i) Mr. Starnes' performance as Chairman,
President and Chief Executive Officer; (ii) the Company's financial
results and (iii) the compensation paid to chief executive officers of
other publicly held truckload motor carriers. The factors were
considered subjectly, and none was given any specific weight.
The Committee believes Mr. Starnes' total compensation is appropriate.
EXECUTIVE COMPENSATION COMMITTEE
Michael S. Starnes, Chairman
Morris H. Fair
Jack H. Morris III
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return of the
Company, the Nasdaq Stock Market (U.S.)Index and the Nasdaq Trucking
and Transportation Stocks Index from December 31, 1992 to December 31,
1997. The graph assumes that $100 was invested on December 31, 1992,
and any dividends were reinvested.
[STOCK PRICE PROFORMANCE GRAPH GOES HERE]
<TABLE>
YEAR ENDING DECEMBER 31
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
M.S. Carriers, Inc. 100 98 100 92 74 126
Nasdaq Stock Market
(U.S.) Index 100 115 112 159 195 239
Nasdaq Trucking and
Transportation Stocks
Index 100 122 110 129 142 182
</TABLE>
<PAGE>
AUDITORS
The Board of Directors has appointed Ernst & Young as
independent auditors for the year ended December 31, 1998. 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 1999 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, 1998, in order to be included in the
proxy materials for the 1999 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 1997 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
March 23, 1998
<PAGE>
[ATTACHMENT -- PROXY CARD]
FRONT
M.S. CARRIERS, INC. PROXY CARD
3171 Directors Row
Memphis, Tennessee 38116
This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting on May 1, 1998.
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 1, 1998,
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 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, 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.
BACK SIDE
Please mark votes [X]
bullet To vote your shares for all Director nominees, mark the
"For" box on Item "1".
bullet To withhold voting for all nominees, mark the
"Withhold" box.
bullet 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
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 , 1997
