SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
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. 3)
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.
450 Seventh Avenue - Suite 509
New York, New York 10123
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
November 14, 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>
SCHEDULE 13D/A
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CUSIP No. 828813105 Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value, L.P.
S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: 13-3688497
--------------------------------------------------------------------------------
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
WC (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
DELAWARE
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7. SOLE VOTING POWER
NUMBER OF 111,982
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH REPORTING ----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 111,982
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,982 shares of Class A Common Stock
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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)
2.1% of Class A Common Stock
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14. TYPE OF REPORTING PERSON
PN
(Page 2 of 8 Pages)
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 828813105 Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Small Cap Value Offshore Fund,
Ltd.
S.S. OR I.R.S. IDENTIFICATION N0. 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)
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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
CAYMAN ISLANDS
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7. SOLE VOTING POWER
NUMBER OF 102,750
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH REPORTING ----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 102,750
10. SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,750 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)
1.9% of Class A Common Stock
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
(Page 3 of 8 Pages)
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 828813105 Page 4 of 8 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value,
L.P.I
S.S. OR I.R.S. IDENTIFICATION N0. 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 159,268
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH REPORTING ----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 159,268
10. SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,268 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)
3.0% 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 450 Seventh Avenue, Suite 509, New York, New
York 10123.
(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 purchased their Shares, separately from each
other, for the consideration shown in the following table:
Name Number of Shares Consideration Paid
------------------------ ---------------------------- --------------------------
Partnership 7,500 $38,766.00
Partnership-I 8,900 $46,002.32
Fund 3,600 $18,607.68
(Page 5 of 8 Pages)
<PAGE>
Such Shares were paid for from the separate working capital of each entity
in the Wynnefield Group, each of which 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 futures contracts, options, puts and calls
on stock and warrants.
Item 4. Purposes of Transaction.
Each member of the Wynnefield Group acquired the Shares reported in Item 5
below for investment purposes. If any member of the Wynnefield Group determines
that ownership of the Issuer's securities represents an attractive investment
opportunity, it reserves the right to purchase additional Shares with the
understanding that neither such purchase nor the exercise of its rights as a
stockholder of the Issuer is intended as a "control" device with respect to the
Issuer.
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 374,000
Shares. 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 6.96% 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 July 31, 2000 in the Issuer's latest
Quarterly Report on Form 10-Q.
Pursuant to Rule 13d-4 of the General Rules and Regulations under the
Securities 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.
(Page 6 of 8 Pages)
<PAGE>
(c) In the past sixty (60) days, the entities in the Wynnefield Group made
their separate purchases of Shares as follows:
Name Transaction Date Number of Shares Price Per Share
---- ----------- ---- ---------------- ---------------
Partnership Buy October 17, 2000 2,200 $5.2500
Partnership Buy October 18, 2000 400 $5.2500
Partnership Buy October 30, 2000 3,200 $5.2500
Partnership Buy October 31, 2000 1,800 $5.2500
Partnership Buy November 1, 2000 1,900 $5.1250
Partnership Buy November 8, 2000 1,800 $5.1250
Partnership Buy November 14, 2000 7,500 $5.1688
Partnership Buy November 28, 2000 1,000 $5.0625
Partnership Buy December 5, 2000 1,000 $5.0625
Partnership-I Buy October 17, 2000 2,700 $5.2500
Partnership-I Buy October 18, 2000 400 $5.2500
Partnership-I Buy October 30, 2000 3,700 $5.2500
Partnership-I Buy October 31, 2000 2,000 $5.2500
Partnership-I Buy November 1, 2000 2,200 $5.1250
Partnership-I Buy November 8, 2000 2,200 $5.1250
Partnership-I Buy November 14, 2000 8,900 $5.1688
Fund Buy October 17, 2000 1,100 $5.2500
Fund Buy October 18, 2000 200 $5.2500
Fund Buy October 30, 2000 1,500 $5.2500
Fund Buy October 31, 2000 800 $5.2500
Fund Buy November 1, 2000 900 $5.1250
(Page 7 of 8 Pages)
<PAGE>
Fund Buy November 8, 2000 1,000 $5.1250
Fund Buy November 14, 2000 3,600 $5.1688
(d) The entities comprising the Wynnefield Group, as owners of an
aggregate of 374,000 Shares (representing 6.96% 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: December 14, 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/ Nelson Obus
-------------------------------------
Nelson Obus, Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
/s/ Nelson Obus
-------------------------------------
Nelson Obus, President
(Page 8 of 8 Pages)
