Filed by Swift Transportation Co., Inc.
Commission File No. 0-18605
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: M.S. Carriers, Inc.
Commission File No. 0-14781
Date: December 13, 2000
Except for historical information, all other information in this filing
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements concerning the proposed transaction, the combination's
expected accretiveness to Swift's earnings, Swift's post-merger market
capitalization, expectations regarding public offerings of shares, expected
synergies, and pro forma financial and other information. Such statements are
based upon the current beliefs and expectations of Swift's and M.S. Carriers'
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. These
uncertainties include: the ability to obtain governmental approvals of the
merger on the proposed terms and schedule; the failure of Swift's and M.S.
Carriers' stockholders to approve the merger; the risk that the businesses will
not be integrated successfully; the risk that the revenue synergies and cost
savings from the merger may not be fully realized or may take longer to realize
than expected; disruption from the merger making it more difficult to maintain
relationships with customers, employees or suppliers. Additional factors that
could cause Swift's and M.S. Carriers' results to differ materially from those
described in the forward-looking statements can be found in the 1999 Annual
Reports on Forms 10-K of Swift and M.S. Carriers, filed with the Securities and
Exchange Commission and available at the Securities and Exchange Commission's
internet site (http://www.sec.gov).
The proposed transaction will be submitted to Swift's and M.S. Carriers'
stockholders for their consideration. Swift will file a registration statement
on Form S-4 that will include a joint proxy statement/prospectus. Stockholders
should read the joint proxy statement/prospectus regarding the proposed
transaction that will be filed with the SEC and mailed to stockholders. The
joint proxy statement/prospectus will contain important information that
stockholders should consider. Stockholders will be able to obtain a free copy of
the joint proxy statement/prospectus, as well as other filings containing
information about Swift and M.S. Carriers, without charge, at the SEC's internet
site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and
the SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to: Swift Transportation Co., Inc., 2200 South 75th Avenue, Phoenix, AZ
85043, Attention: Chief Financial Officer (602-269-9700).
Swift and M.S. Carriers and certain other persons named below may be
deemed to be participants in the solicitation of proxies of Swift's and M.S.
Carriers' stockholders to approve the transaction. The participants in this
solicitation may include the directors and executive officers of Swift and M.S.
Carriers. A detailed list of the names and interests of Swift's directors and
officers is contained in Swift's proxy statement for its 2000 annual meeting,
and a detailed list of the names and interests of M.S. Carriers' directors and
officers is contained in M.S. Carriers' proxy statement for its 2000 annual
meeting.
1
<PAGE>
As of the date of this communication, none of the foregoing
participants individually beneficially owns in excess of 5% of Swift's common
stock, or 5% of M.S. Carriers' common stock, except that Jerry Moyes, CEO of
Swift beneficially owns more than 5% of the common stock of Swift and Michael S.
Starnes, CEO of M.S. Carriers, beneficially owns more than 5% of the common
stock of M.S. Carriers. Certain employees of M.S. Carriers, including
participants, may receive accelerated vesting of their stock options in
connection with the merger in accordance with their existing stock option
agreements. In addition, certain officers of M.S. Carriers, as a condition to
the closing of the merger, will enter into employment agreements that will
become effective upon completion of the merger. A description of the employment
agreements will be contained in the joint proxy statement/prospectus.
The following communications are filed herewith:
1. Letter to drivers and owner-operators of M.S. Carriers from Mike Starnes
on December 12, 2000.
2. Communication to drivers and owner-operators of M.S. Carriers with
frequently asked questions and answers on December 12, 2000.
2
<PAGE>
1. Letter to drivers and owner-operators of M.S. Carriers from Mike Starnes
on December 12, 2000.
Dear M.S. Carriers family members,
For me, the decision to merge with Swift did not come quickly. It was a
product of many hours of personal deliberation. This past week has been
emotionally one of the toughest I have ever had to face. But looking back, I
believe that our merger with Swift Transportation is the best possible decision
that I could have made, and one that considers each of you that have worked so
long and hard for M.S. Carriers.
As most of you know, I started this company a little more than 20 years
ago at my kitchen table. I had one truck, very little cash, a vision and a lot
of driving ambition. Each of you has helped me to create something that few
others could have ever accomplished. It should be obvious, this a very
heart-felt and emotional time for me. That is mainly because you have done so
much to make me proud of what we have accomplished in such a short period of
time.
Becoming a part of Swift is the right thing for all of us. It was the
kind of opportunity that makes something much, much greater than simply the
combination of the two companies. This was just an opportunity that I could not
let pass us by.
I need each and every driver today, more than ever before, because our
business has increased. This combination will mean the new company will be the
nation's largest publicly traded truckload carrier. There is very little overlap
between customer accounts and with 15,000 trucks we will be better able to serve
a larger number of customers. This is a great accomplishment and of a magnitude
that M.S. Carriers could not have made on its own. I'm asking that each of you
stay on board and work with me to continually strengthen our team.
Your friend,
/s/ Mike Starnes
Mike Starnes
3
<PAGE>
2. Communication to drivers and owner-operators of M.S. Carriers with
frequently asked questions and answers on December 12, 2000.
Today's Most Frequently Asked
Questions & Answers With Mike Starnes
Tuesday, December 12, 2000
As you can imagine, the phones have been busy around here today after we
announced last night that M.S. Carriers and Swift approved an agreement to merge
the two companies.
Here are today's most frequently asked questions and answers:
Q. What about my pay package? Will it change?
A. Your pay package with the new company will not change. Many of you know that
Swift's package is not quite as good as ours but you will not be dropped back to
meet theirs. You will stay at your current pay package.
Q. What about my truck? Swift's trucks are governed lower. Will mine be cut
back?
A. No. All M.S. Carriers trucks will stay governed at 65 mph and will not be cut
back.
Q. What will happen to the Circle of Excellence and other awards programs?
A. We value those programs and from your comments, you obviously value them too.
That's why we will continue the Circle of Excellence awards and other such
valuable programs...to recognize you for the great job you do for the company.
Q. Are Owner Operators still needed and wanted?
A. Yes, you absolutely are needed, now more than ever. This merger is going to
do nothing put give all the drivers of both companies more opportunities for
more miles. There's a lot of freight out there to be hauled and the new company
will definitely get its share so we need you and all the company drivers to stay
with us. As I said yesterday, this merger is not built on cost cutting, instant
synergies or lay-offs. We need all our drivers performing at their best to make
this a success. It simply means more miles for you.
Thanks for your support. It's a new day and we're going to be out there in
front, leading the parade with your help.
4
