SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Simon Transportation Services Inc.
-----------------------------------
(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
-----------------------------------------------
(Title of Class of Securities)
828813105
---------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
One Penn Plaza - Suite 4720
New York, New York 10119
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
August 4, 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 that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
(continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
CUSIP No. 828813105 13D Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Partners Small Cap Value, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: 13-3688497
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 82,882
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 82,882
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,882 shares of Class A Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% of Class A Common Stock
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
(Page 2 of 8 Pages)
<PAGE>
CUSIP No. 828813105 13D Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value Offshore
Value Fund, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: Not Applicable
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 89,750
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 89,750
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,750 shares of Class A Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% of Class A Common Stock
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
(Page 3 of 8 Pages)
<PAGE>
CUSIP No. 828813105 13D Page 4 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Partners Small Cap Value, L.P.I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: 13-3953291
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 127,368
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,368
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,368 shares of Class A Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% of Class A Common Stock
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
(Page 4 of 8 Pages)
<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of Class A Common Stock, $0.01 par value
per share (the "Shares"), of Simon Transportation Services Inc., a Nevada
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 5175 West 2100 South, West Valley City, Utah 84120.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement is being filed by Wynnefield Partners
Small Cap Value, L.P. (the "Partnership"), Wynnefield Small Cap Value Offshore
Fund, Ltd. (the "Fund"), and Wynnefield Partners Small Cap Value, L.P. I (the
"Partnership-I"). Although the Partnership, the Fund and Partnership-I are each
separate and distinct entities with different beneficial owners (whether
designated as limited partners or stockholders), for the convenience of
reporting their holdings, in this Statement, they are sometimes referred to
collectively as the "Wynnefield Group".
Wynnefield Capital Management, LLC, a New York limited liability company
("WCM"), is the general partner of the Partnership and Partnership-I, private
investment companies organized as limited partnerships under the laws of the
State of Delaware. Nelson Obus and Joshua Landes are the managing members of WCM
and the principal executive officers of Wynnefield Capital, Inc., the investment
manager of the Fund, a private investment company organized under the laws of
the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United States of
America.
The business address of Mr. Obus, Mr. Landes, WCM, and each of the entities
in the Wynnefield Group is One Penn Plaza, Suite 4720, New York, New York 10119.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes, WCM,
nor any of the entities comprising the Wynnefield Group has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Wynnefield Group entities sold their Shares, separately from each other,
for the consideration shown in the following table:
(Page 5 of 8 Pages)
<PAGE>
Name Number of Shares Sold* Consideration Received
---- --------------------- ----------------------
Partnership 73,900 $519,800.00
Partnership-I 86,900 $611,237.50
Fund 35,300 $248,300.00
Each member of the Wynnefield Group maintains a separate investment fund,
consisting of capital contributions from their respective partners and investors
and capital appreciation derived therefrom for the principal purpose of buying
and selling securities (including financial and money market instruments) and
interests in domestic and foreign securities, including, without limitation,
convertible securities, stock index features contracts, options, puts and calls
on stock and warrants.
Item 4. Purposes of Transaction.
Each member of the Wynnefield Group sold the Shares reported in Item 5 below
for their own account, because in their respective individual judgment, such
sales maximized the value of their individual investments in the Issuer and
their respective asset portfolios.
Except as set forth above, no member of the Wynnefield Group has any present
plans or intentions that would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
(a) As of the close of business on the date hereof, the three entities
referred to as the Wynnefield Group beneficially owned a total of 300,000 Shares
after giving effect to the transactions set forth in Item 3 of this Statement.
Mr. Obus and Mr. Landes, by virtue of their status as managing members of WCM,
the general partner of the Partnership and Partnership-I, and as officers of the
Fund's investment manager, may be deemed to have indirect beneficial ownership
of the Shares owned by the three entities referred to as the Wynnefield Group.
However, Mr. Obus and Mr. Landes, as stated below, disclaim any beneficial
ownership of such Shares. The Shares owned by the three entities referred to as
the Wynnefield Group represent approximately 5.58% of the outstanding Shares of
Class A Common Stock of the Issuer, based on the 5,372,958 Shares of Class A
Common Stock reported as outstanding on March 31, 2000 in the Issuer's latest
Quarterly Report on Form 10-Q.
[FN]
----------------
* The number of shares listed in this table represent an aggregate of sale
transactions of shares which occurred on August 4, 2000 and August 8, 2000.
</FN>
(Page 6 of 8 Pages)
<PAGE>
Pursuant to Rule 13d-4 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Obus
and Mr. Landes disclaim beneficial ownership of any Shares owned by the three
entities comprising the Wynnefield Group and disclaim membership in the
Wynnefield Group with respect to the Shares for purposes of Sections 13(d) and
13(g) of the Exchange Act or for any other purpose under any other provision of
the Exchange Act or the rules and regulations promulgated thereunder.
(b) Mr. Obus and Mr. Landes, by virtue of their status as the managing
members of WCM, the general partner of the Partnership and Partnership-I, and as
officers of the Fund's investment manager, have the power to vote or to direct
the vote and the power to dispose and to direct the disposition of the Shares
owned by each of the three entities comprising the Wynnefield Group.
(c) In the past sixty (60) days, the entities in the Wynnefield Group made
their separate purchases and sales of Shares in the over-the-counter market as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Name Transaction Date Number of
---- ----------- ---- ---------
Share Price Per Share
----- ---------------
Partnership Sell August 4, 2000 20,000 $7.0000
Partnership Sell August 4, 2000 15,100 $6.9375
Partnership Sell August 4, 2000 7,500 $6.9375
Partnership Sell August 8, 2000 31,300 $7.1250
Partnership-I Sell August 4, 2000 23,500 $7.0000
Partnership-I Sell August 4, 2000 17,700 $6.9375
Partnership-I Sell August 4, 2000 8,900 $6.9375
Partnership-I Sell August 8, 2000 36,800 $7.1250
Fund Sell August 4, 2000 9,500 $7.0000
Fund Sell August 4, 2000 7,200 $6.9375
Fund Sell August 4, 2000 3,600 $6.9375
Fund Sell August 8, 2000 15,000 $7.1250
</TABLE>
(Page 7 of 8 Pages)
<PAGE>
(d) The entities comprising the Wynnefield Group, as owners of an aggregate
of 300,000 Shares (representing 5.58% of the outstanding Shares), has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the Shares, but only from such Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising the
Wynnefield Group has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: August 11, 2000
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Joshua Landes
------------------------------
Joshua Landes, Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
/s/ Joshua Landes
-----------------------------
Joshua Landes, Vice President
(Page 8 of 8 Pages)
