<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
P.A.M. TRANSPORTATION SERVICES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------
3) Filing Party:
--------------------------------------------------
4) Date Filed:
--------------------------------------------------
- --------
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE> 2
P.A.M. TRANSPORTATION SERVICES, INC.
HIGHWAY 412 WEST
TONTITOWN, ARKANSAS 72770
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of P.A.M. Transportation Services, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of P.A.M.
Transportation Services, Inc., a Delaware corporation (the "Company"), will be
held at the Marriott Hotel, 5402 E. Lincoln Drive, Scottsdale, Arizona 85253, on
Thursday, May 20, 1999 at 9:00 a.m. local time, for the following purposes:
(1) To set the number of directors for the ensuing year at six and to elect
six directors to serve for a term of one year and until their successors
have been elected and qualified; and
(2) To conduct such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record as of the close of business on April 15,
1999 will be entitled to notice of and to vote at said meeting or any
adjournment thereof.
By Order of the Board of Directors
/s/ Robert W. Weaver
Robert W. Weaver
President and Chief Executive Officer
April 19, 1999
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU
ARE URGED TO COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE
ACCOMPANYING RETURN ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED BY THE SENDER
IF MAILED WITHIN THE UNITED STATES.
<PAGE> 3
P.A.M. TRANSPORTATION SERVICES, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1999
PROXY STATEMENT
This proxy statement and form of proxy, which are first being mailed to
stockholders on or about April 19, 1999, are furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of P.A.M.
Transportation Services, Inc., for use at the Annual Meeting of Stockholders of
the Company to be held at the Marriott Hotel, 5402 E. Lincoln Drive, Scottsdale,
Arizona 85253, on Thursday, May 20, 1999, at 9:00 a.m., local time, and at any
or all adjournments thereof. The address of the principal executive offices of
the Company is Highway 412 West, Tontitown, Arkansas 72770 and the Company's
telephone number is (501) 361-9111.
The cost of this solicitation will be borne by the Company. In addition
to the mails, proxies may be solicited by officers and regular employees of the
Company, without remuneration, by personal interviews, telephone and telegraph.
It is anticipated that banks, brokerage houses and other custodians, nominees
and fiduciaries will forward soliciting material to beneficial owners of stock
entitled to vote at the meeting, and such persons will be reimbursed for the
out-of-pocket expenses incurred by them in this connection.
Any proxy given pursuant to this solicitation may be revoked by any
stockholder who attends the meeting and gives oral notice of his or her election
to vote in person, without compliance with any other formalities. In addition,
any proxy given pursuant to this solicitation may be revoked prior to the
meeting by delivering to the Secretary of the Company an instrument revoking it
or a duly executed proxy for the same shares bearing a later date. Proxies which
are returned properly executed and not revoked will be voted in accordance with
the stockholder's directions specified thereon. Where no direction is specified,
proxies will be voted FOR the election of each of the nominees listed below.
Abstentions and broker non-votes will not be counted as votes either in favor of
or against any proposal and, with respect to any proposal other than the
election of directors, would have the effect of a vote against such proposal.
Only stockholders of record at the close of business on April 15, 1999
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. As of April 9, 1999, the Company had outstanding 8,372,757
shares of common stock. Each share of common stock issued and outstanding on
such record date is entitled to one vote.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 9, 1999
with respect to ownership of the outstanding common stock by (i) all persons
known to the Company to own beneficially more than five percent (5%) of any
class of outstanding stock of the Company, (ii) each director of the Company and
each nominee for director, (iii) each of the "Named Executive Officers" of the
Company as shown in "Executive Compensation" herein, and (iv) all directors and
executive officers of the Company as a group. Unless otherwise indicated, the
named person has sole voting and investment powers with respect to all shares.
<TABLE>
<CAPTION>
Shares of Percent
Common Stock of
Beneficial Owner Beneficially Owned Class
------------------------- ------------------ --------
<S> <C> <C>
Matthew T. Moroun 5,612,713(1) 67.0%
12225 Stephens Road
Warren, Michigan 48091
Norman E. Harned 3,092,000(2) 36.9%
12225 Stephens Road
Warren, Michigan 48091
Robert W. Weaver 629,428(3) 7.5%
4470 Bridgewater Lane
Fayetteville, Arkansas 72701
Daniel C. Sullivan 16,000(4) *
Charles F. Wilkins 5,000(5) *
Frederick P. Calderone 2,000(6) *
Joseph J. Casaroll 2,000(6) *
W. Clif Lawson 86,500(7) 1.0%
Larry J. Goddard 100,813(7) 1.2%
Directors and Executive Officers 6,454,454(8) 75.7%
as a Group (8 persons)
</TABLE>
* Less than 1%.
- --------------------
(1) Includes 4,000 shares owned directly, 6,000 shares subject to presently
exercisable non-qualified stock options, 3,092,000 shares held in a trust
of which Mr. Moroun is a co-trustee and a beneficiary, and 2,510,713 shares
held by a limited partnership, the general partner of which is controlled
by Mr. Moroun.
(2) Mr. Harned is a co-trustee with Matthew T. Moroun of the trust which holds
these shares.
(3) Includes 50,000 shares subject to presently exercisable incentive stock
options.
(4) Includes 6,000 shares subject to presently exercisable non-qualified stock
options.
(5) Includes 5,000 shares subject to presently exercisable non-qualified stock
options.
(6) Includes 2,000 shares subject to presently exercisable non-qualified stock
options.
(7) Includes 40,000 shares subject to presently exercisable incentive stock
options.
(8) Includes 151,000 shares subject to presently exercisable stock options.
There are no arrangements known to the Company, the operation of which
may, at a subsequent date, result in a change in control of the Company.
2
<PAGE> 5
AGENDA ITEM ONE
ELECTION OF DIRECTORS
Pursuant to the Bylaws of the Company, the number of members of the
Board of Directors to be set by resolution of the stockholders is proposed to be
six, all of whom are to be elected at the Annual Meeting. Proxies received will
be voted for the nominees named below, unless authority to do so is withheld. In
the event any nominee is unable or declines to serve as a director at the time
of the meeting, the persons named as proxies therein will have discretionary
authority to vote the proxies for the election of such person or persons as may
be nominated in substitution by the present Board of Directors. Management knows
of no current circumstances which would render any nominee named herein unable
to accept nomination or to serve if elected.
Members of the Board of Directors are elected annually to serve until
the next annual meeting of stockholders or until their successors are elected
and qualified. Directors shall be elected by a plurality of the votes of shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
The following persons have been nominated by management for election to
the Board of Directors:
ROBERT W. WEAVER, age 49, is a co-founder of the Company and served as
its Vice President and a director from March 1980 to June 1986. He was President
and Chief Operating Officer and a director from June 1986 until he resigned in
February 1987. Between February 1987 and September 1989, he was self-employed as
a transportation consultant. In September 1989, Mr. Weaver returned to the
Company as President and Chief Operating Officer and a director. On February 22,
1990, he was appointed Chief Executive Officer.
DANIEL C. SULLIVAN, age 58, has been a practicing attorney, specializing
in transportation law, for more than ten years. Mr. Sullivan is currently a
member of the firm of Sullivan & Hincks, Oak Brook, Illinois. Mr. Sullivan has
served as a director of the Company since June 1986.
MATTHEW T. MOROUN, age 26, is a stockholder and director (since 1993) of
CenTra, Inc., a transportation holding company based in Warren, Michigan
("CenTra"). Since 1994, Mr. Moroun has been a director, stockholder and manager
of Liberty Bell Agency, an insurance claims adjustment company, and since 1995,
has been Chairman of the Board of DuraRock Reinsurance, Ltd., a reinsurance
company. Mr. Moroun has served as a director of the Company since May 1992.
CHARLES F. WILKINS, age 60, retired in January 1995 after 34 years of
employment with Ford Motor Company, and since January 1995 has been
self-employed as a transportation consultant. He served in various positions
with Ford Motor Company in transportation management, including three years of
service as Traffic Manager in Europe. Mr. Wilkins retired from the position of
Director, Transportation and Traffic Office, in which he had served since 1990.
Mr. Wilkins has been a member of the National Motor Carrier Advisory Committee
of the Federal Highway Administration and was previously active in the National
Industrial Transportation League as Chairman of the Audit Committee and Third
Vice Chairman. Mr. Wilkins is currently an associate member of the American
Society of Transportation and Logistics and a member of the Council of Logistics
Management. Mr. Wilkins has served as a director of the Company since June 1995.
3
<PAGE> 6
FREDERICK P. CALDERONE, age 48, currently serves as a Vice President of
CenTra. Mr. Calderone has held this position for the past 14 years. Prior to
joining CenTra, Mr. Calderone was a partner with Deloitte, Haskins, & Sells,
Certified Public Accountants (now Deloitte & Touche LLP). Mr. Calderone is a
certified public accountant and an attorney.
JOSEPH J. CASAROLL, age 61, retired in December 1997 from General Motors
Corporation ("GM") where he was Director of Material Transportation, GM North
American Operations. Mr. Casaroll began his career with GM in 1959 in the
Chevrolet Motor Division and, during his career with GM, held various
transportation and purchasing assignments. Mr. Casaroll is a past president of
the Michigan Transportation Association and currently serves on the Board of
Directors of the National Industrial Transportation League. He is also a member
of the Council of Logistics Management and the Society of Packaging
Professionals.
COMMITTEES OF THE BOARD AND MEETINGS
The Company's Board of Directors has the following standing committees:
(A) The Executive Committee, currently comprised of Messrs.
Weaver, Moroun and Casaroll, exercises the authority of the Board of Directors
in accordance with the Bylaws of the Company between regular meetings of the
Board. The Executive Committee held no meetings during 1998.
(B) The Audit Committee, currently comprised of Messrs. Sullivan,
Wilkins, Moroun, Calderone and Casaroll, reviews and makes recommendations to
the Board of Directors on the Company's audit procedures and independent
auditors' report to management and recommends to the Board of Directors the
appointment of independent auditors for the Company. The Audit Committee held
two meetings during 1998.
(C) The Compensation and Stock Option Committee, currently
comprised of Messrs. Sullivan, Wilkins, Moroun, Calderone and Casaroll, reviews
and makes recommendations to the Board of Directors with respect to compensation
of officers of the Company as well as assists the Board in the administration of
the Company's Stock Option Plans. The Compensation and Stock Option Committee
held one meeting during 1998.
The Company does not have a Directors Nominating Committee, that
function being reserved to the entire Board of Directors. The Company does not
have any formal procedure for considering stockholders' suggestions for director
nominees prior to the solicitation of proxies. At the Annual Meeting, the Chair
will entertain nominations for directors in accordance with the Company's Bylaws
and Robert's Rules of Order.
During 1998, the Board of Directors held four meetings and acted once by
unanimous written consent. With the exception of Mr. Moroun, each incumbent
director attended at least 75% of the aggregate of all meetings held by the
Board of Directors and by committees of the Board on which the director served
during the director's period of service.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, certain officers and persons who own more than
10% of the outstanding common stock of the Company, to file with the Securities
and Exchange Commission reports of changes in ownership of the common stock of
the Company held by such persons. Officers, directors and greater than 10%
4
<PAGE> 7
stockholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, during the fiscal year
ended December 31, 1998, the Company's officers, directors and 10% stockholders
complied with all Section 16(a) filing requirements applicable to them, except
as follows: Robert W. Weaver, President and Chief Executive Officer, filed one
report on Form 4 late reporting one transaction.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each other executive officer whose salary and bonus
exceeded $100,000 (the "Named Executive Officers") for the years ended December
31, 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------------------------------------------------
Name Securities All
and Principal Underlying Other
Position Year Salary Bonus Options (#) Compensation(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert W. Weaver 1998 $290,000 $67,400 30,000 $ 0
President and Chief 1997 284,000 42,000 -- 400
Executive Officer; Director 1996 266,090 -- -- 400
W. Clif Lawson 1998 $149,183 $33,000 -- $ 400
Executive Vice President 1997 150,034 22,375 -- 400
and Chief Operating 1996 133,782 -- -- 400
Officer
Larry J. Goddard 1998 $126,010 $27,500 -- $ 400
Vice President of Finance, 1997 120,440 18,750 -- 400
Chief Financial Officer 1996 107,208 -- -- 400
and Secretary/Treasurer
</TABLE>
--------------------
(1) Represents amounts contributed by the Company pursuant to the
Company's 401(k) Plan.
EMPLOYMENT AGREEMENT
The Company entered into an Employment Agreement (the "Agreement") with
Robert W. Weaver effective July 1, 1998, which expires on June 30, 2001 (unless
extended pursuant to the Agreement). The Agreement provides that Mr. Weaver will
be paid a base salary of $337,000 for the period July 1, 1998 through June 30,
1999, $350,000 for the period July 1, 1999 through June 30, 2000, and $375,000
for the period July 1, 2000 through June 30, 2001. Pursuant to the Agreement,
Mr. Weaver was granted an option to purchase 30,000 shares of common stock. Mr.
Weaver participates in bonus programs as authorized by the Board of Directors
and is provided an automobile. Mr. Weaver has agreed not to compete with the
Company for a period of one year following the termination of his employment
with the Company. The Company has the right to extend the Agreement for an
additional period of one year beyond the initial termination date at an annual
base salary of $400,000.
5
<PAGE> 8
OPTION GRANTS IN LAST FISCAL YEAR
During 1998, the following stock options were granted to the Named
Executive Officers:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------------------------------
% of Total
Number of Options Potential Realized Value at
Securities Granted to Exercise Assumed Annual Rates of
Underlying Employees in Price Expiration Stock Price Appreciation for
Name Options(#) Fiscal Year ($/Share) Date Option Term
- ----------------------- ---------- ----------- --------- ---- -----------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Robert W. Weaver 30,000(1) 100% $9.25 7/01/04 $94,375 $214,108
W. Clif Lawson -- -- -- -- -- --
Larry J. Goddard -- -- -- -- -- --
</TABLE>
- --------------------
(1) This option became fully exercisable on the grant date of July 1, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information regarding (a) the number of
shares of common stock received upon exercise of stock options by the Named
Executive Officers in the fiscal year ended December 31, 1998, (b) the net value
realized upon such exercise, (c) the number of unexercised options held at
December 31, 1998 and (d) the aggregate dollar value of unexercised options held
at December 31, 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
- ----------------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options at
Shares Options at Fiscal Year-End Fiscal Year-End(1)
Acquired Value ---------------------------- ---------------------------
Name On Exercise(#) Realized(2) Exercisable / Unexercisable Exercisable / Unexercisable
- --------------------- -------------- ----------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Robert W. Weaver 0 $ 0 50,000 / 5,000 $0 / $13,375
W. Clif Lawson 0 $ 0 40,000 / 10,000 $130,000 / $32,500
Larry J. Goddard 23,000 $140,875 40,000 / 10,000 $130,000/ $32,500
</TABLE>
- --------------------
(1) Dollar values were calculated by determining the difference between the
fair market value ($9.00 per share at December 31, 1998) and the
options' exercise price, multiplied by the number of shares underlying
the options. An option is "in-the-money" if the market value of the
common stock underlying the option exceeds the option's exercise price.
(2) Dollar values were calculated by determining the difference between the
fair market value of the common stock underlying the options on the date
such options were exercised and the options' exercise price, multiplied
by the number of shares underlying the options.
COMPENSATION OF DIRECTORS
Non-employee directors are currently paid $6,000 per year and $1,000 per
Board or committee meeting attended, plus their expenses in attending such
meetings. Directors who are also Company employees are not additionally
compensated for their services as members of the Board of Directors.
6
<PAGE> 9
Pursuant to automatic grant provisions under the Company's Non-Qualified
Stock Option Plan, on March 2 of each year, each non-employee director is
granted an option to purchase 2,000 shares of common stock at an exercise price
equal to 100% of the fair market value of such stock on the date of grant.
During 1998, options were granted to three non-employee directors of the Company
covering an aggregate of 3,000 shares of common stock at a per share exercise
price of $10.625.
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Daniel C. Sullivan and Matthew T. Moroun served as members of the
Compensation and Stock Option Committee during 1998. Mr. Sullivan's law firm
provides legal services to the Company from time to time and receives fees for
services rendered. Mr. Moroun is a stockholder and director of CenTra, Inc., a
transportation holding company based in Warren, Michigan ("CenTra"). The Company
has had business relationships with certain transportation subsidiaries of
CenTra, as described more fully below.
During 1998, certain subsidiaries of CenTra made payments to the Company
for transported freight in the aggregate amount of $991,496.
During 1998, the Company made payments to certain subsidiaries of CenTra
in the aggregate amount of $1,052,920. The principal components of these
payments included fuel ($599,041), tires and road service ($202,850), and
miscellaneous services or expenses ($251,029).
Management believes that each of the above transactions was entered into
on terms as favorable to the Company as could have been obtained from
unaffiliated third parties, at the time such transactions were negotiated.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Additional Information with Respect to Compensation Committee
Interlocks and Insider Participation in Compensation Decisions" which describes
certain business relationships between the Company and certain of its directors.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this proxy statement, in whole or in part, the following
Report of the Board of Directors on Executive Compensation and the Stockholder
Return Performance Graph shall not be incorporated by reference into any such
filings.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company reported net income of $8.1 million or $.96 per share for
the year ended December 31, 1998, and has been profitable since 1992. Prior to
1992, the Company experienced losses in each of the three previous years. The
compensation paid to the executive officers of the Company, including the Chief
Executive Officer, has been conservative in light of the financial performance
of the Company prior to 1992 and as a part of its efforts to return to and
increase profitability. To reward the executive officers of the Company for the
Company's significantly improved performance in recent years, the executive
officers were paid a cash bonus for fiscal 1998 and 1997 under an Incentive
Compensation Plan adopted by the Board of Directors (described below). No
bonuses were paid in 1996 to executive officers.
7
<PAGE> 10
For fiscal 1998 and in previous years, the Board of Directors has
adopted an Incentive Compensation Plan covering all employees (except employees
who are participating in an existing cash bonus plan), including the executive
officers, which provides for the payment of a cash bonus for any calendar year
in which the Company achieves certain specified operating ratios. For each
targeted operating ratio goal, participating employees earn a specified
percentage of their base compensation as a cash bonus. The Board of Directors
believes this program serves as an incentive to all participating employees
(currently approximately 180 employees) to give greater effort on behalf of the
Company. This plan will continue in effect for fiscal year 1999.
Effective July 1, 1998, the Company entered into an Employment Agreement
(the "Employment Agreement") with Robert W. Weaver, its President and Chief
Executive Officer, expiring June 30, 2001, and has the option to extend the
Employment Agreement for an additional one year period. The Employment Agreement
provides that Mr. Weaver will be paid a base salary of $337,000 for the period
July 1, 1998 through June 30, 1999, $350,000 for the period July 1, 1999 through
June 30, 2000, and $375,000 for the period July 1, 2000 through June 30, 2001.
Pursuant to the Employment Agreement, Mr. Weaver was granted an option to
purchase 30,000 shares of common stock. The Employment Agreement was negotiated
between Mr. Weaver and certain directors serving at the time of its approval,
and the Board of Directors believes that the annual compensation to be paid to
Mr. Weaver pursuant to the Employment Agreement compares favorably to the
compensation paid to the chief executive officers of other public transportation
companies similarly situated. Mr. Weaver is entitled to participate in any bonus
pool or additional incentive compensation plans authorized and approved by the
Board of Directors from time to time. During 1998, pursuant to the Company's
Incentive Compensation Plan, Mr. Weaver was paid a bonus of $67,400. Mr. Weaver
did not receive any other bonus or incentive compensation during 1998.
With respect to the other executive officers of the Company, including
(i) the Executive Vice President and Chief Operating Officer and (ii) the Vice
President of Finance, Chief Financial Officer and Secretary/Treasurer, the Board
of Directors believes that the total compensation of these individuals has been
competitive within the industry. These officers received a cash bonus during
1998 in the amounts of $33,000 and $27,500, respectively, under the Company's
Incentive Compensation Plan.
The Company maintains Stock Option Plans for the purpose of awarding
options to its executive officers and other key employees in the discretion of
the Compensation and Stock Option Committee. An option to purchase 30,000 shares
was granted to Mr. Weaver during 1998 in connection with the execution of his
Employment Agreement.
The Board of Directors expects that as the Company's performance
continues to improve, the Compensation and Stock Option Committee may take
action in the future, based upon guidelines provided by the Board of Directors,
to provide additional incentive compensation to the Company's executive
officers. The Company's future compensation policies will be developed in light
of the Company's profitability and with the goal of rewarding members of
management for their contributions to the Company's success.
It is the Company's intention that the compensation to be paid to its
executive officers will not exceed the present maximum allowable amount for
purposes of deductibility set forth in the Internal Revenue Code.
Robert W. Weaver Daniel C. Sullivan
Matthew T. Moroun Charles F. Wilkins
Frederick P. Calderone Joseph J. Casaroll
8
<PAGE> 11
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's common stock against
the cumulative total return of the CRSP Total Return Index for the NASDAQ Stock
Market (U.S. Companies) and the CRSP Total Return Index for the NASDAQ Trucking
and Transportation Stocks for the period of five years commencing December 31,
1993 and ending December 31, 1998. The graph assumes that the value of the
investment in the Company's common stock and each index was $100 on December 31,
1993.
P.A.M. TRANSPORTATION SERVICES, INC.
STOCKHOLDER RETURN PERFORMANCE GRAPH
1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PTSI $100.00 $96.00 $122.00 $ 73.01 $160.00 $144.00
NASDAQ Stock Market U.S. $100.00 $97.75 $138.26 $170.01 $208.58 $293.21
NASDAQ Trucking & Transportation Stocks $100.00 $90.68 $105.80 $116.78 $149.48 $132.48
- -------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE> 12
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the independent auditors of the Company
for the fiscal year ended December 31, 1998. No auditors have yet been selected
as the independent auditors for the Company for the fiscal year ending December
31, 1999. Such selection will be made by the Audit Committee. A representative
of Arthur Andersen LLP will be present at the Annual Meeting and will be
available to respond to appropriate questions from stockholders.
ANNUAL REPORT TO STOCKHOLDERS AND REPORT ON FORM 10-K
Additional information concerning the Company, including financial
statements of the Company, is provided in the Company's 1998 Annual Report to
Stockholders that accompanies this proxy statement. The Company's Annual Report
on Form 10-K for the year ended December 31, 1998, as filed with the Securities
and Exchange Commission, is available to stockholders who make a written request
therefor to the Secretary of the Company, Larry J. Goddard, at the offices of
the Company, Highway 412 West, P.O. Box 188, Tontitown, Arkansas 72770. Copies
of exhibits filed with that report or referenced therein will be furnished to
stockholders of record upon request and payment of the Company's expenses in
furnishing such documents.
STOCKHOLDER PROPOSALS
Any proposal to be presented at the 2000 Annual Meeting of Stockholders
must be received at the principal executive offices of the Company not later
than December 21, 1999, directed to the attention of the Secretary, for
consideration for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Any such proposals must comply in all respects with
the rules and regulations of the Securities and Exchange Commission.
In connection with the Company's Annual Meeting of Stockholders to be
held in 2000, if the Company does not receive notice of a matter or proposal to
be considered by March 5, 2000, then the persons appointed by the Board of
Directors to act as the proxies for such Annual Meeting (named in the form of
proxy) will be allowed to use their discretionary voting authority with respect
to any such matter or proposal at the Annual Meeting, if such matter or proposal
is properly raised at the Annual Meeting and put to a vote.
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than those referred to above. If any other matter properly comes before
the meeting, the persons designated as proxies will vote on each such matter in
accordance with their best judgment.
By Order of the Board of Directors
/s/ Robert W. Weaver
Robert W. Weaver
President and Chief Executive Officer
April 19, 1999
10
<PAGE> 13
APPENDIX
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
P.A.M. TRANSPORTATION SERVICES, INC.
The undersigned stockholder(s) of P.A.M. Transportation Services, Inc., a
Delaware corporation, hereby appoints Robert W. Weaver and Larry J. Goddard, and
each of them, proxies and attorneys-in-fact, with full power to each of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the 1999 Annual Meeting of Stockholders of P.A.M. Transportation
Services, Inc. to be held on Thursday, May 20, 1999 at 9:00 a.m., local time, at
the Marriott Hotel, 5402 E. Lincoln Drive, Scottsdale, Arizona 85253, and to
vote all shares of Common Stock which the undersigned would be entitled to vote
if then and there personally present, on the matters set forth below:
<TABLE>
<S> <C>
1. To set the number of directors for the ensuing year at six, and to elect six directors for a term of one year
and until their successors are elected and qualified:
[ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for all nominees
otherwise indicated below)
Robert W. Weaver; Daniel C. Sullivan; Matthew T. Moroun;
Charles F. Wilkins; Frederick P. Calderone; and Joseph J. Casaroll
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) ON THE LINE BELOW:
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2. In their discretion, upon such other matter or matters which may properly come before the meeting or any
adjournment thereof.
(Continued and to be dated and signed on reverse side)
</TABLE>
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. This proxy, when
properly executed, will be voted in accordance with directions given by the
undersigned stockholder. IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR THE ABOVE
PROPOSAL AND AS PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE
THE MEETING.
Dated: , 1999
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Signature
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Signature
(This Proxy should be marked,
dated, and signed by the
stockholder(s) exactly as his
or her name appears hereon,
and returned promptly in the
enclosed envelope. Persons
signing in a fiduciary
capacity should so indicate.
If shares are held by joint
tenants or as community
property, both should sign.)
