[M.S. CARRIERS LOGO]
April 5, 1999
Dear Shareholders:
It is a pleasure to invite you to the 1999 Annual Meeting
of Shareholders to be held at the Company's Office, 3171 Directors
Row in Memphis, Tennessee on May 7th. I hope that those of you who
find itconvenient 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 7, 1999, 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 5, 1999, 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, CHIEF FINANCIAL OFFICER,
AND SECRETARY-TREASURER
<PAGE>
M.S. CARRIERS, INC.
3171 DIRECTORS ROW
MEMPHIS, TENNESSEE 38131
PROXY STATEMENT
This proxy statement and the accompanying proxy card
are being mailed on or about April 5, 1999, 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 5, 1999, 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 tomeet legal requirements.
As of March 5, 1999, the record date, there were
12,283,601 shares of Common Stock issued and outstanding. Each share
ofCommon Stock is entitled to one vote on each matter properly brought
before themeeting. 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 5, 1999, 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>
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............................... 3,183,080(2) 25.3%
The Capital Guardian Trust Company and
Capital International, Inc.
11100 Santa Monica Blvd.
Los Angeles, CA 90025 ................................. 825,100 6.7%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401................................. 619,400 5.0%
James W. Welch............................................. 119,421(3) *
M.J. Barrow................................................ 79,696(4) *
Mike Reaves .............................................. 11,322(5) *
John M. Hudson............................................. 41,938(6) *
Carl J. Mungenast ......................................... 494(7) *
Morris H. Fair ........................................... 17,500(8) *
Jack H. Morris, III ....................................... 24,000(9) *
All executive officers and directors as a group ........... 3,477,451 27.7%
</TABLE>
* Indicates less than 1%.
(1) Beneficial ownership of Common Stock consists of solevoting 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, 167
shares allocated to his account in the Company's Retirement
Savings Plan and 78,000 shares which he may acquire through the
exercise of stock options within 60 days of March 5, 1999.
(3) The shares of Common Stock shown as beneficially owned by James
W. Welch represent 45,000 shares owned directly by him, 2,421
shares allocated to his account in the Company's Retirement
Savings Plan and 72,000 shares which he may acquire through the
exercise of stock options within 60 days of March 5, 1999.
(4) The shares of Common Stock shown as beneficially owned by M.J.
Barrow represent 3,351 shares owned directly by him, 4,345 shares
allocated to his account in the Company's Retirement Savings Plan
and 72,000 shares which he may acquire through the exercise of
stock options within 60 days of March 5, 1999. Excludes 120
shares owned by Mr. Barrow's spouse and 60 shares owned of record
by Mr. Barrow as custodian for his adult children.
(5) The shares of Common Stock shown as beneficially owned by Mike
Reaves represent 500 shares owned directly by him, 1,822 shares
allocated to his account in the Company's Retirement Savings Plan
and 9,000 shares which he may acquire through the exercise of
stock options within 60 days of March 5, 1999.
<PAGE>
(6) The shares of Common Stock shown as beneficially owned by John M.
Hudson represent 890 shares owned directly by him, 2,048 shares
allocated to his account in the Company's Retirement Savings Plan
and 39,000 shares which he may acquire through the exercise of
stock options within 60 days of March 5, 1999.
(7) 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.
(8) The shares of Common Stock shown as beneficially owned by Morris
H. Fair represent 15,500 shares owned directly by him and 2,000
shares which he may acquire through the exercise of stock options
within 60 days of March 5, 1999.
(9) The shares of Common Stock shown as beneficially owned by Jack H.
Morris, III represent 22,000 shares owned directly by him and
2,000 shares which he may acquire through the exercise of stock
options within 60 days of March 5, 1999.
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 five
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 the names and present position with the
Company of each nominee.
NAME POSITION WITH THE COMPANY
Michael S. Starnes Chairman of the Board, President and
Chief Executive Officer
James W. Welch Senior Vice President - Marketing and
Director
M.J. Barrow Senior Vice President- Finance and
Administration, Chief Financial Officer,
Secretary-Treasurer and Director
Morris H. Fair Director
Jack H. Morris, III Director
The Board of Directors unanimously recommends a vote
FOR election of the director nominees.
INFORMATION REGARDING
DIRECTORS AND EXECUTIVE OFFICERS
Information concerning the names, ages, positions
with the Company and business experience of the Company's current
directors, director nominees and executive officers is set forth
below.
MICHAEL S. STARNES, 54, is the Chairman of the Board,
President and ChiefExecutive Officer of the Company, positions he has
held since 1978. Mr. Starnes is a director of RFSHotel Investors, Inc.
He has been a Director of the Company since 1978 and is a member of
the Compensation Committee.
<PAGE>
JAMES W. WELCH, 55, is the Senior Vice President -
Marketing of the Company, a position he has held since May 1989. Mr.
Welch joined the Company in 1982 as a Vice President - Sales and
served in that capacity until 1989. He has been a Director of the
Company since 1982.
M.J. BARROW, 54, is the Senior Vice President - Finance
and Administration, Chief Financial Officer and Secretary-Treasurer
of the Company, positions he has held since at least May 1989. Mr.
Barrow joined the Company in 1982 as Controller and Treasurer and
shortly thereafter was named Vice President - Finance. In February
1986, Mr. Barrow was named Secretary-Treasurer and Chief Financial
Officer of the Company. He has been a Director of the Company since
1982.
CARL J. MUNGENAST, has been a consultant to the Company
since November 1997. From April 1994 to June 1996, he was the
Executive Vice President and Chief Operating Officer of the Company.
From June 1996 to November 1997, Mr. Mungenast served as Advisor to
the Chairman. Prior to joining the Company, Mr. Mungenast was employed
by Sears Roebuck & Company from 1958 to 1993. He has been a Director
of the Company since 1994 and is a member of the Audit Committee.
MORRIS H. FAIR, 69, has been associated with Raymond
James & Associates, Inc. since April 1995. From September 1988 through
December 1997, he was Senior Vice President of Union Planters
Corporation. Mr. Fair was Chairman of the Board of UMIC Securities
Corporation of Memphis, Tennessee, with which he was associated from
1966 to 1988. He has been a Director of the Company since 1986 and is
a member of the Audit and Compensation Committees.
JACK H. MORRIS, III, 68, is Chief Executive Officer
of Auto Glass of Memphis, Inc. with which he has been associated since
1951. He has been a Director of the Company since 1986 and is a member
of the Audit and Compensation Committees.
MIKE REAVES, 54, is the Senior Vice President - Driver
Services of the Company, a position he has held since May 1996. He
joined the Company in June 1994 and was named Vice President - Driver
Services in May 1995. Prior to joining the Company, he was employed by
Yellow Corporation, the parent corporation of several less-than-
truckload carriers, in various management positions.
JOHN M. HUDSON, 58, is the Vice President - Human
Resources of the Company, a position he has held since May 1996. He
joined the Company in 1990 and was named Vice President - Human
Resources in 1991 and Vice President - Process and Individual
Development in 1994. In 1996, he resumed his duties as Vice President
- - Human Resources.
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 1998 and each director attended at least
three 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. Mungenast, Fair and
Morris. Mr. Starnes served on the Committee until November 1998 when
he was replaced on the Committee by Mr. Mungenast. The Committee met
twice during 1998 and each member attended those meetings.
<PAGE>
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 1998 and each member attended the meetings.
The Company does not have a standing Nominating Committee.
The entire Board of Directors serves in the capacity of a Nominating
Committee.
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.
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, 1998.
<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 1998 $340,281 $216,986 -- $5,000 $60,319
Chairman of the Board, 1997 346,656 33,762 -- -- 64,516
President and Chief 1996 325,728 -- 30,000 -- 63,643
Executive Officer
James W. Welch 1998 179,178 144,657 -- 5,000 4,183
Senior Vice President- 1997 194,469 33,762 20,000 4,750 4,272
Marketing 1996 179,178 -- 20,000 4,750 5,887
M. J. Barrow 1998 161,765 144,657 -- 5,000 4,442
Senior Vice President- 1997 175,579 33,762 20,000 4,179 4,377
Finance and Administration 1996 131,765 -- 20,000 3,294 5,984
Secretary, Treasurer
Mike Reaves 1998 150,000 144,657 -- 2,000 6,533
Senior Vice President- 1997 154,307 33,762 20,000 4,750 --
Driver Services 1996 123,077 -- 20,000 3,736 --
John M. Hudson 1998 125,529 43,399 5,000 2,000 --
Vice President- 1997 129,104 6,307 -- 2,850 --
Human Resources 1996 129,876 -- 15,000 2,850 --
</TABLE>
(1) The Company's contribution to the named individual's account in
the Company's Retirement Savings Plan.
(2) Premiums paid by the Company on split-dollar life insurance
policies covering the named individual. Upon the death of an
individual, the Company will be reimbursed the amount it has paid
in premiums.
<PAGE>
OPTION GRANTS IN 1998
The following table provides information with respect
to stock options granted to the Chief Executive Officer and each of
the four other most highly compensated executive officers during the
year ended December 31, 1998.
<TABLE>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
% OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES
SECURITIES OPTIONS EXERCISE OF STOCK PRICE
UNDERLYING GRANTED TO OR BASE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% 10%
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes -- -- -- -- -- --
James W. Welch -- -- -- -- -- --
M.J. Barrow -- -- -- -- -- --
Mike Reaves -- -- -- -- -- --
John M. Hudson 5,000 .7% $21.72 1/23/08 $68,298 $173,080
</TABLE>
AGGREGATED OPTION EXERCISES IN 1998 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, 1998.
<TABLE>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1998 AT DECEMBER 31, 1998(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes -- -- 18,000 72,000 $ 756,000 $245,250
James W. Welch -- -- 48,000 52,000 1,304,000 357,250
M. J. Barrow -- -- 48,000 52,000 1,304,000 357,250
Mike Reaves -- -- 8,000 42,000 109,000 472,875
John M. Hudson -- -- 26,000 24,000 570,500 280,900
</TABLE>
(1) This amount is the aggregate of the number of options multiplied
by the difference between the closing sale price of $31.625 of
the Common Stock on the last trading day in 1998 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.
<PAGE>
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. Hudson reported
the grant of a stock option for 5,000 shares of Common Stock in
January 1998 late on an amended Form 5; (ii) Mr. Barrow reported the
gifts of 1,117 shares of Common Stock in 1998 late on an amended Form
5; and (iii) Mr. Fair reported the gifts of 1,500 shares of Common
Stock on a late Form 5.
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 its executive officers and other senior management
employees. During the first quarter of 1998, the Committee determined
that the 1998 bonus pool for senior management would be based upon the
Company's level of diluted earnings per share for the year. The
Committee set $1.70 per share as the minimum level of earnings to be
achieved by the Company before any amount would be allocated to the
bonus pool. It was
<PAGE>
determined that if diluted earnings per share were to exceed
$1.70, the bonus pool would be increased by a predetermined
percentage of after tax earnings. The Company's actual diluted
earnings per share for 1998 was $1.99 which resulted in a total bonus
pool of $1,084,928 which was distributed among 17 employees.
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 1998, the
Committee awarded options to purchase 5,000 shares of Common Stock to
John L. Hudson.
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. For
1998, Mr. Starnes was allocated 20% of the bonus pool which was
established for senior management. The Committee believes Mr. Starnes'
total compensation is appropriate especially in light of the Company's
operating results in 1998.
EXECUTIVE COMPENSATION COMMITTEE
Jack H. Morris, III, Chairman
Morris H. Fair
Michael S. Starnes
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return of
the Company, the Nasdaq Stock Market (U.S.)Index and the Nasdaq
Transportation Stocks Index from December 31, 1993 to December 31,
1998. The graph assumes that $100 was invested on December 31, 1993,
and any dividends were reinvested.
[GRAPH GOES HERE]
<TABLE>
YEAR ENDING DECEMBER 31
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
M.S. Carriers, Inc. 100 102 94 75 115 149
Nasdaq Stock Market
(U.S.) Index 100 98 138 170 208 293
Nasdaq Transportation
Stocks Index 100 91 106 116 149 133
</TABLE>
AUDITORS
The Board of Directors has appointed Ernst & Young
LLP as independent auditors for the year ended December 31, 1999. One
or more members of Ernst & Young LLP 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, 1999, in order to be included in the
proxy materials for the 2000 annual meeting.
<PAGE>
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 1998 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
April 5, 1999
<PAGE>
[ATTACHMENT -- PROXY CARD]
FRONT
M.S. CARRIERS, INC. PROXY CARD
3171 Directors Row
Memphis, Tennessee 38131
This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting on May 7, 1999.
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 7, 1999,
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, 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 , 1999
