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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
M.S. Carriers, Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
553533100
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(CUSIP Number)
William F. Riley III Steven D. Pidgeon
Swift Transportation Co., Inc. Snell & Wilmer, L.L.P.
2200 South 75th Avenue One Arizona Center
Phoenix, Arizona 85043 Phoenix, Arizona 85004
(623) 269-9700 (602) 382-6000
(Name, Address and Telephone Number of Person
--------------------------------------------------------
Authorized to Receive Notices and Communications)
December 11, 2000
--------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP NO. 553533100 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swift Transportation Co., Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
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7 SOLE VOTING POWER
O shares
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,688,730 shares (1)
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0 shares
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,688,730 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
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14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
----------
(1) 2,688,730 shares of M.S. Carriers, Inc. common stock are subject to a
Voting Agreement (as defined in Item 3) entered into by Swift
Transportation Co., Inc. and Michael S. Starnes (discussed in Items 3 and 4
below). Swift Transportation expressly disclaims beneficial ownership of
any of the M.S. Carriers common stock covered by the Voting Agreement.
Based on the number of shares of M.S. Carriers common stock outstanding as
of December 11, 2000 (as represented by M.S. Carrier in the Merger
Agreement discussed in Items 3 and 4), the number of shares of M.S.
Carriers common stock indicated represents approximately 24.1% of the
outstanding shares of M.S. Carriers common stock.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 553533100 13D Page 3 of 8 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the common
stock, $.01 par value per share, of M.S. Carriers, Inc., a Tennessee corporation
("M.S. Carriers"). The principal executive offices of M.S. Carriers are located
at 3171 Directors Row, Memphis, Tennessee 38131.
The filing of this Statement shall not be deemed an admission that the
Filing Person is the beneficial owner of any of the securities covered by this
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Swift Transportation Co., Inc., a
Nevada corporation ("Swift Transportation").
(b) The principal executive offices of Swift Transportation are located at
2200 South 75th Avenue, Phoenix, Arizona 85043.
(c) Swift Transportation is a major truckload carrier with operations
throughout the United States.
(d) Neither Swift Transportation, nor to Swift Transportation's knowledge,
any person named on Schedule A attached hereto, is required to disclose legal
proceedings pursuant to Item 2(d).
(e) Neither Swift Transportation, nor to Swift Transportation's knowledge,
any person named on Schedule A attached hereto, is required to disclose legal
proceedings pursuant to Item 2(e).
(f) To Swift Transportation's knowledge, each of the individuals identified
on Schedule A attached hereto is a citizen of the United States.
Set forth on Schedule A is the name and present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Swift Transportation as of the date hereof.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 11, 2000, Michael S. Starnes entered into a Voting Agreement
with Swift Transportation (the "Voting Agreement"). Mr. Starnes entered into the
Voting Agreement to induce Swift Transportation to enter into a Merger
Agreement, dated as of December 11, 2000 (the "Merger Agreement"), among Swift
Transportation, Sun Merger, Inc., a Tennessee corporation and wholly-owned
subsidiary of Swift Transportation ("Merger Sub"), and M.S. Carriers. Swift
Transportation paid no additional consideration to Mr. Starnes in connection
with the execution and delivery of the Voting Agreement.
References to, and descriptions of, the Merger, the Merger Agreement and
the Voting Agreement as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreement, which
are filed as Exhibits 1 and 2 hereto and are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to, and subject to the conditions set forth therein (including
approval by stockholders of Swift Transportation and M.S. Carriers), Merger Sub
will merge with and into M.S. Carriers and M.S. Carriers will become a
wholly-owned subsidiary of Swift Transportation (such events constituting the
"Merger"). Once the Merger is consummated, Merger Sub will cease to exist as a
corporation and all of the business, assets, liabilities and obligations of
Merger Sub will be merged into M.S. Carriers with M.S. Carriers remaining as the
surviving corporation (the "Surviving Corporation").
<PAGE>
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CUSIP NO. 553533100 13D Page 4 of 8 Pages
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As a result of the Merger, each outstanding share of M.S. Carriers common
stock, other than shares held in treasury by M.S. Carriers and shares owned by
Merger Sub or Swift Transportation, if any, will be converted into the right to
receive 1.7 shares of Swift Transportation common stock.
M.S. Carriers will submit the Merger Agreement to its stockholders for
adoption and approval prior to consummation of the Merger, as required by
applicable law. In anticipation of this requirement, and as a condition to the
execution and delivery of the Merger Agreement, Swift Transportation and Michael
S. Starnes entered into the Voting Agreement. The Voting Agreement covers
2,688,730 shares of M.S. Carriers common stock beneficially owned by Mr.
Starnes, as well as any other voting securities of M.S. Carriers that are
beneficially owned or held of record by Mr. Starnes or as to which Mr. Starnes
has, directly or indirectly, the right to vote or direct the voting
(collectively, the "Shares").
Pursuant to the Voting Agreement, Mr. Starnes has agreed, at every M.S.
Carriers stockholders meeting and on every action or approval by written consent
in lieu of such meeting, to cause the Shares to be voted in favor of the
approval of the Merger Agreement, the Merger and any action required in
furtherance thereof. The Voting Agreement terminates upon the earlier to occur
of (i) the effective time of the Merger and (ii) the termination of the Merger
Agreement pursuant to its terms.
Upon consummation of the Merger, (i) the certificate of incorporation and
bylaws of the Merger Sub, as in effect immediately prior the effective time of
the Merger, will become the certificate of incorporation and bylaws of the
Surviving Corporation, (ii) the directors of the Merger Sub at the effective
time will become the directors of the Surviving Corporation, and (iii) those
persons specified in the schedules to the Merger Agreement will become the
officers of the Surviving Corporation.
Other than as described above, Swift Transportation does not have any plans
or proposals which relate to, or may result in, any of the matters listed in
Items 4(a) - (j) of Schedule 13D (although Swift Transportation reserves the
right to develop such plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Voting Agreement, Swift Transportation may be
deemed to be the beneficial owner of 2,688,730 shares of M.S. Carriers common
stock. Such shares constitute approximately 24.1% of the issued and outstanding
shares of M.S. Carriers common stock based on the number of shares outstanding
as of December 11, 2000 (as represented by M.S. Carriers in the Merger Agreement
discussed in Items 3 and 4). Swift Transportation has the power to direct the
voting of the Shares only with respect to the matters enumerated in the Voting
Agreement. Therefore, the voting power over such Shares may be considered to be
shared with Michael S. Starnes. However, Swift Transportation (i) is not
entitled to any rights as a stockholder of M.S. Carriers as to the Shares other
than as described above and (ii) disclaims any beneficial ownership of the
Shares that are covered by the Voting Agreement.
(c) To the knowledge of Swift Transportation, except as set forth herein,
no transactions in the class of securities reported have been effected during
the past sixty days by any person named pursuant to Item 2.
(d) To the knowledge of Swift Transportation, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
<PAGE>
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CUSIP NO. 553533100 13D Page 5 of 8 Pages
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto, including the
Voting Agreement, to the knowledge of Swift Transportation, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 or between such persons and any person with respect to any securities
of M.S. Carriers, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. AGREEMENT
----------- ---------
The following documents are filed as exhibits:
1. Merger Agreement, dated as of December 11, 2000, among Swift
Transportation Co., Inc., Sun Merger, Inc. and M.S. Carriers, Inc.
2. Voting Agreement, dated as of December 11, 2000, among Swift
Transportation Co., Inc., Sun Merger, Inc. and Michael S. Starnes.
<PAGE>
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CUSIP NO. 553533100 13D Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 28, 2000 SWIFT TRANSPORTATION CO., INC.
By: /s/ William F. Riley III
--------------------------------------
Name: William F. Riley III
Title: Chief Financial Officer and
Senior Executive Vice President
<PAGE>
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CUSIP NO. 553533100 13D Page 7 of 8 Pages
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF SWIFT TRANSPORTATION CO., INC.
<TABLE>
<CAPTION>
Name and Business Address Present Position
------------------------- ----------------
<S> <C>
Jerry C. Moyes Chairman of the Board and President of Swift Transportation
Swift Transportation Co., Inc.
2200 South 75th Avenue
Phoenix, Arizona 85043
William F. Riley III Director, Chief Financial Officer and Senior Executive
Swift Transportation Co., Inc. Vice President of Swift Transportation
2200 South 75th Avenue
Phoenix, Arizona 85043
Rodney K. Sartor Director and Executive Vice President of Swift Transportation
Swift Transportation Co., Inc.
2200 South 75th Avenue
Phoenix, Arizona 85043
Earl H. Scudder, Jr. Director of Swift Transportation; President of Scudder Law
Scudder Law Firm, P.C., L.L.O. Firm
411 South 13th Street
Lincoln, Nebraska 68508
Kevin H. Jensen Executive Vice President of Swift Transportation
Swift Transportation Co., Inc.
2200 South 75th Avenue
Phoenix, Arizona 85043
Patrick J. Farley Executive Vice President of Swift Transportation
Swift Transportation Co., Inc.
2200 South 75th Avenue
Phoenix, Arizona 85043
Alphonse E. Frei Director of Swift Transportation; Chief Operating Officer
The Autom Company of The Autom Company
5226 South 31st Place
Phoenix, Arizona 85040
Lou A. Edwards Director of Swift Transportation
Swift Transportation Co., Inc.
2200 South 75th Avenue
Phoenix, Arizona 85043
</TABLE>
<PAGE>
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CUSIP NO. 553533100 13D Page 8 of 8 Pages
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EXHIBIT INDEX
EXHIBIT NO. AGREEMENT
----------- ---------
1 Merger Agreement, dated as of December 11, 2000, among Swift
Transportation Co., Inc., Sun Merger, Inc. and M.S. Carriers,
Inc.
2 Voting Agreement, dated as of December 11, 2000, among Swift
Transportation Co., Inc., Sun Merger, Inc. and Michael S.
Starnes.
