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SCHEDULE 13D - INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A).*
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
P.A.M. TRANSPORTATION SERVICES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
693149 10 6
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(CUSIP Number)
HELEN T. FERRARO, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
3343 PEACHTREE ROAD, N.E.
SUITE 1800
ATLANTA, GEORGIA 30326
(404) 264-2631
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 23, 1996
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(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
[ ].
Check the following box if a fee is being paid with this statement [ ].
( A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 period.
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 and
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.)
(Continued on following pages)
Page 1 of 8 Pages
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CUSIP No. 693149 10 6 SCHEDULE 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Matthew T. Moroun
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
See Item 3.
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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) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
Number of 2,515,713
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 3,092,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,515,713
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(10) Shared Dispositive Power
3,092,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,607,713
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
68.9%
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(14) Type of Reporting Person*
IN
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*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.
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CUSIP No. 693149 10 6 SCHEDULE 13D Page 3 of 8 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Norman E. Harned
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
See Item 3.
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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) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 3,092,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 0
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(10) Shared Dispositive Power
3,092,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,092,000
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
38.0%
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(14) Type of Reporting Person*
IN
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*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.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This filing relates to the Common Shares, par value $.01 per share
(the "Common Shares"), of P.A.M. Transportation Services, Inc., a Delaware
corporation (the "Issuer"), such Shares being registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Act"). The address of the
principal executive offices of the Issuer is Highway 412 West, Tontitown,
Arkansas 72770.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Schedule are Matthew T. Moroun and Norman E.
Harned.
Matthew T. Moroun's present business address is 12225 Stephens Road,
Warren, Michigan 48089. Mr. Moroun is an employee and director of Liberty Bell
Agency, Inc., an insurance services and claims adjustment company based in
Sterling Heights, Michigan. Mr. Moroun is also a director of CenTra, Inc., a
transportation holding company based in Warren, Michigan, and a director of the
Issuer, P.A.M. Transportation Services, Inc.
During the last five years, Mr. Moroun has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Moroun is a citizen of
the United States.
Norman E. Harned's present business address is 12225 Stephens Road,
Warren, Michigan 48089. Mr. Harned is Vice President and Treasurer of CenTra,
Inc., a transportation holding company based in Warren, Michigan.
During the last five years, Mr. Harned has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Harned is a citizen of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 14, 1990, MJM First Limited Partnership, a Michigan
limited partnership ("MJM"), purchased 2,510,713 shares of the Issuer's Common
Stock from another shareholder of the Issuer. On the same date, Central
Transport, Inc., a trucking company based in Warren, Michigan, purchased (i)
2,000,000 shares of preferred stock of the Issuer and (ii) warrants to purchase
3,092,000 shares of Common Stock of the Issuer ("Warrants"). Central Transport
then
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immediately sold the Warrants to MJM. MJM's General Partner was previously a
corporation with respect to which Matthew T. Moroun had no control, and was not
an officer or director. There is now a new General Partner of MJM, which is a
corporation named 5973 Corp., which corporation is owned and controlled by
Matthew T. Moroun.
On December 23, 1996, MJM transferred the Warrants to Matthew T.
Moroun. Mr. Moroun then transferred the Warrants to a Grantor Trust for Matthew
T. Moroun and DuraRock Underwriters, Ltd., a reinsurance company ("Grantor
Trust"). Mr. Moroun is a trustee and beneficiary of the Grantor Trust and Mr.
Moroun also owns and controls DuraRock Underwriters, Ltd. Mr. Harned is a
trustee of the Grantor Trust. On December 30, 1996, the Grantor Trust exercised
the Warrants at an exercise price of $1.50 per share and purchased all of the
shares underlying the Warrants for cash. The source of funds was cash on hand.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition by MJM of its original interest in the
Common Stock of the Issuer and the warrants was both for investment purposes and
to exercise influence and control over the management and operations of the
Issuer. Likewise, Mr. Moroun, who is a director of the Issuer, beneficially owns
the Common Stock of the Issuer reported hereunder and holds such shares for
investment purposes and to exercise influence and control over the management
and operations of the Issuer. No other acquisitions or dispositions of Common
Stock of the Issuer by Mr. Moroun are presently contemplated. See also Item 3.
Mr. Harned is a trustee with Mr. Moroun of the Grantor Trust and
shares voting and investment powers with respect to the shares of Common Stock
of the Issuer owned by the Grantor Trust. The shares are held in the Trust for
investment purposes and to exercise influence and control over the management
and operations of the Issuer.
Except as set forth in this Item 4., the reporting persons filing
this Schedule have no present plans or proposals with respect to the Issuer that
relate to or would result in (a) the acquisition or disposition of additional
securities of the Issuer; (b) an extraordinary corporate transaction such as a
merger, reorganization, or liquidation; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies (although the reporting persons may cause future changes in the
composition of the Board through the addition of new members); (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's Charter, Bylaws, or instruments corresponding thereto or
other actions which may impede the acquisition or control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any actions similar to any of those enumerated above.
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ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mr. Moroun beneficially owns an aggregate of 5,607,713 shares or
68.9% of the Common Stock of the Issuer, including non-qualified stock options
to purchase 5,000 shares. Of this amount, 2,510,713 shares are held of record by
MJM, the General Partner of which is owned and controlled by Mr. Moroun, and
3,092,000 shares are held of record by the Grantor Trust, with respect to which
Mr. Moroun is a trustee and beneficiary.
Mr. Harned beneficially owns an aggregate of 3,092,000 shares or
38.0% of the Common Stock of the Issuer, which are held of record by the Grantor
Trust, with respect to which Mr. Harned is a trustee.
(b) Matthew T. Moroun has sole voting and dispositive powers with
respect to 2,515,713 shares of Common Stock of the Issuer, including
non-qualified stock options to purchase 5,000 shares. Mr. Moroun and Mr. Harned
share voting and dispositive powers with respect to the 3,092,000 shares of
Common Stock of the Issuer held by the Grantor Trust.
(c) On December 23, 1996, MJM transferred the Warrants to purchase
3,092,000 shares of Common Stock of the Issuer to Matthew T. Moroun, who then
transferred the Warrants to the Grantor Trust. These transactions were effected
for no consideration. On December 30, 1996, the Grantor Trust exercised the
Warrants at an exercise price of $1.50 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this report:
I - Joint Filing Agreement
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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.
Date: January 14, 1997 /s/ Matthew T. Moroun
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Matthew T. Moroun
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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.
Date: January 14, 1997 /s/ Norman E. Harned
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Norman E. Harned, as Trustee
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EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common Stock of P.A.M. Transportation Services, Inc., a Delaware
corporation, and further agree to this Joint Filing Agreement being included as
an exhibit to such Schedule.
IN WITNESS WHEREOF, the undersigned, being duly authorized, hereby
execute this Agreement this 14th day of January, 1997.
/s/ Matthew T. Moroun
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Matthew T. Moroun
/s/ Norman E. Harned
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Norman E. Harned, as Trustee
