SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D\A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SIMON TRANSPORTATION SERVICES INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 Par Value
(Title of Class of Securities)
828813105
(CUSIP Number)
Jerry Moyes
2200 South 75th Avenue
Phoenix, AZ 85043
(623)269-9700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 1999
(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 is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 page.
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 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).
<PAGE>
CUSIP No. 828813105
(1) Names of Reporting Persons Jerry Moyes
I. R. S. Identification Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instruction) PF and AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 387,650*
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 387,650*
REPORTING --------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 387,650
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(see instructions)
(13) Percent of Class Represented by Amount in Row (11) 7.2% of
Class A Common Stock
(14) Type of Reporting Person IN
* As to 327,150 shares, together with wife, Vickie Moyes, as trustees.
Page 2 of 10
<PAGE>
CUSIP No. 828813105
(1) Names of Reporting Persons SME Steel Contractors, Inc.
I. R. S. Identification Nos. of Above Persons (entities only) 87-0495960
(2) Check the Appropriate Box if a Member of a Group (a) [ }
(see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instruction) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Utah
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 300,000
SHARES -----------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 300,000
REPORTING -----------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 300,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(see instructions)
(13) Percent of Class Represented by Amount in Row (11) 5.6% of
Class A Common Stock
(14) Type of Reporting Person CO
Page 3 of 10
<PAGE>
CUSIP No. 828813105
(1) Names of Reporting Persons
The Jerry & Vickie Moyes Family Trust Dated 12/11/87
I. R. S. Identification Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instruction) PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 327,150
SHARES -----------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 327,150
REPORTING -----------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 327,150
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(see instructions)
(13) Percent of Class Represented by Amount in Row (11) 6.1% of
Class A Common Stock
(14) Type of Reporting Person OO
Page 4 of 10
<PAGE>
CUSIP No. 828813105
(1) Names of Reporting Persons Vickie Moyes
I. R. S. Identification Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instruction) PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 327,150**
SHARES -----------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 327,150**
REPORTING -----------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 327,150
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(see instructions)
(13) Percent of Class Represented by Amount in Row (11) 6.1% of
Class A Common Stock
(14) Type of Reporting Person IN
** Together with husband, Jerry Moyes, as trustees.
Page 5 of 10
<PAGE>
SCHEDULE 13D
This Amendment No. 2 to Schedule 13D hereby amends a Schedule 13D dated August
26, 1999 filed by Jerry Moyes and SME Steel Contractors, Inc. (the "Original
Filers"), as previously amended by Amendment No. 1 dated August 31, 1999. This
Amendment No. 2 adds two new filers, The Jerry & Vickie Moyes Family Trust Dated
12/11/87, and Vickie Moyes (the "New Filers"; the Original Filers and the New
Filers, together, the "Filing Persons"), and is further amended as described
below.
ITEM 1. SECURITY AND ISSUER
Class A Common Stock, par value $0.01 (the "Shares")
Simon Transportation Services Inc. (the "Issuer")
5175 West 2100 South
West Valley City, Utah 84120-1252
ITEM 2. IDENTITY AND BACKGROUND
Set forth below is certain information with respect to each of the
Filing Persons and each of the persons enumerated in General Instruction C to
Schedule 13D.
(1) SME Steel Contractors, Inc. is a Utah corporation, which is wholly
owned by SME Industries, Inc., a Nevada corporation (collectively, "SME"). The
principal business of SME is steel fabrication and erection. The address of its
principal business and principal office is 5955 West Wells Park Road, West
Jordan, Utah 84088.
(2) The Jerry & Vickie Moyes Family Trust Dated 12/11/87 (the "Trust") is a
grantor trust. The principal business of the Trust is to invest the Trust's
funds for the benefit of the Trust's beneficiaries. The address of the Trust's
principal office is 2200 South 75th Avenue, Phoenix, Arizona 85043. Jerry Moyes
and his wife, Vickie Moyes, are grantors, trustees, and beneficiaries of the
Trust.
(3) Jerry Moyes is a citizen of the United States of America, and his
business address is 2200 South 75th Avenue, Phoenix, Arizona 85043. His present
principal employment is as president of Swift Transportation Co., Inc.
(4) Vickie Moyes is a citizen of the United States of America, and her
address is 2200 South 75th Avenue, Phoenix, Arizona 85043. Her present principal
employment is as a homemaker.
During the last five years, none of the Filing Persons and no director or
executive officer of SME, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he, she or it was or is subject to a judgment,
decree or
Page 6 of 10
<PAGE>
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
Jerry Moyes used personal funds to purchase 60,500 Shares in the open
market at prices ranging from $4.5625 to $5.5547 per share for an aggregate
purchase price of $335,563.25. The Trust used trust income to purchase 327,150
Shares in the open market at prices ranging from $4.00 to $5.8125 per share for
an aggregate purchase price of $1,622,398.78. SME Steel Contractors, Inc., a
Utah corporation ("SME-Utah"), used its working capital to purchase an
additional 300,000 Shares in the open market at prices ranging from $4.125 to
$4.9572 per share for an aggregate purchase price of $1,335,934. SME-Utah is a
wholly owned subsidiary of SME Industries, Inc., a Nevada corporation
("SME-Nevada"). Mr. Moyes owns approximately 75% of the outstanding voting stock
of SME-Nevada. Mr. Moyes disclaims beneficial ownership of any Shares
attributable to the percentage of SME-Nevada he does not own.
ITEM 4. PURPOSE OF TRANSACTION
The Filing Persons acquired their beneficial ownership interests in the
Shares for investment purposes. From time-to-time, the Filing Persons have
considered the possibility of acquiring all or a controlling portion of the
Issuer's common stock. Mr. Moyes, on behalf of the Filing Persons, is presently
negotiating with the Issuer's Board of Directors in an effort to obtain consent
to additional purchases of Shares in open market or other transactions. Such
purchases may involve all or any combination of the Filing Persons. At present,
none of such persons or entities has a definitive plan, agreement, arrangement,
or understanding with respect to any such proposal. From time to time, the
Filing Persons review the performance of their investments and consider possible
strategies for enhancing value. As part of the review of their investment in the
Shares, they may explore from time to time in the future a variety of
alternatives, including, without limitation: (a) the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) a change in the present board of directors or management of
the Issuer, including a change in the number or term of directors or to fill any
existing vacancies on the board; (e) a 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 that may
impede the acquisition of 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 inter-dealer quotation
system of a registered national securities association; (i) causing a class of
equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
There is no assurance that the Filing Persons will develop any plans or
proposals with respect to any of the foregoing matters. Any alternatives that
the Filing Persons may pursue will depend upon a variety of factors, including,
without limitation, current and anticipated future trading
Page 7 of 10
<PAGE>
prices for the Shares, the financial condition, results of operations, and
prospects of the Issuer, and general economic, financial market, and industry
conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number and percentage of Shares to which this Schedule
13D relates is 687,650 Shares, representing 12.8% of the 5,372,683 Shares
outstanding as reflected in the Issuer's most recently filed Form 10-Q for the
period ended June 30, 1999. Jerry Moyes is the direct and beneficial owner of
60,500 Shares. The Trust is the direct and beneficial owner of an additional
327,150 Shares. As grantors, trustees, and beneficiaries of the Trust, Mr. Moyes
and his wife, Vickie Moyes, may be deemed to beneficially own (as defined in
rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)
the Shares owned by the Trust. SME-Utah is the direct beneficial owner of an
additional 300,000 Shares. Because Mr. Moyes owns approximately 75% of the
outstanding voting stock of SME-Nevada, which in-turn owns 100% of the
outstanding voting stock of SME-Utah, Mr. Moyes may also be deemed to
beneficially own (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) a portion of the 300,000 Shares owned by
SME-Utah. Mr. Moyes disclaims beneficial ownership of any Shares attributable to
the percentage of SME-Nevada he does not own.
Schedule A hereto describes transactions in the Shares effected during the 60
days preceding November 10, 1999 and continuing through the date hereof.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
November 19, 1999
(Date)
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Jerry Moyes, individually
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
Page 8 of 10
<PAGE>
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Vickie Moyes, individually
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
The Jerry & Vickie Moyes Family Trust Dated 12/11/87
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Jerry Moyes,
Trustee of the Jerry & Vickie Moyes Family Trust Dated 12/11/87
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Vickie Moyes,
Trustee of the Jerry & Vickie Moyes Family Trust Dated 12/11/87
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
SME Steel Contractors, Inc.
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Gordon Holladay,
Secretary and Treasurer of SME Steel Contractors, Inc.
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
Page 9 of 10
<PAGE>
Schedule A
The following table sets forth certain information concerning the Shares
purchased by Jerry Moyes, the Trust, and SME-Utah during the 60 days preceding
November 10, 1999 and continuing through the date hereof. All purchases were
made through brokerage transactions on the NASDAQ National Market.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Approximate
Average Purchase
Amount of Price Per Share
Identity Securities (Exclusive of
of Person Date of Transaction involved Commissions)
- --------- ------------------- -------- --------------
Jerry Moyes NONE
Jerry & Vickie Moyes
Family Trust Dated 12/11/87 October 20, 1999 4,200 $ 4.6875
October 20, 1999 3,400 $ 4.625
October 21, 1999 7,000 $ 4.6875
October 25, 1999 5,000 $ 4.8125
November 3, 1999 10,000 $ 5.25
November 5, 1999 7,500 $ 5.425
November 10, 1999 7,000 $ 5.375
November 11, 1999 2,000 $ 5.375
November 12, 1999 2,500 $ 5.375
November 15, 1999 10,000 $ 5.8125
November 15, 1999 100 $ 5.4375
November 17, 1999 7,500 $ 5.8125
November 17, 1999 15,000 $ 5.75
November 18, 1999 18,500 $ 5.7756
SME-Utah NONE
</TABLE>
Page 10 of 10
<PAGE>
POWER OF ATTORNEY
I, Jerry Moyes, individually and as Trustee of the Jerry & Vickie Moyes
Family Trust Dated 12/11/87 (the "Trust"), hereby authorize and designate Earl
H. Scudder to execute and file, on behalf of myself and the Trust all Schedules
13D and 13G (including any amendments thereto) and all Forms 3, 4, and 5
(including any amendments thereto) that either I or the Trust may be required to
file with the U.S. Securities and Exchange Commission as a result of my or the
Trust's, ownership of or transactions in securities of Simon Transportation
Services Inc.
I, Vickie Moyes, individually and as Trustee of the Trust, hereby authorize
and designate Earl H. Scudder to execute and file, on behalf of myself and the
Trust, all Schedules 13D and 13G (including any amendments thereto) and all
Forms 3, 4, and 5 (including amendments thereto) that the Trust may be required
to file with the U.S. Securities and Exchange Commission as a result of the
Trust's ownership of or transactions in securities of Simon Transportation
Services Inc.
The authority granted herein shall continue until neither Jerry Moyes,
Vickie Moyes, nor the Trust are required to file Schedules 13D or 13G (or
amendments thereto) or Forms 3, 4, or 5 (or amendments thereto) with regard to
their ownership of or transactions in securities of Simon Transportation
Services Inc., unless earlier revoked in writing.
We, the undersigned, acknowledge that by serving in such capacity at our
request, neither Earl H. Scudder nor Scudder Law Firm, P.C. is assuming any
responsibility to comply with Sections 13 or 16 of the Securities and Exchange
Act of 1934.
/s/ Jerry Moyes Date 11/18/99
Jerry Moyes
/s/ Vickie Moyes Date 11/18/99
Vickie Moyes
<PAGE>
POWER OF ATTORNEY
I, Gordon Holladay, as Secretary and Treasurer of SME Industries, Inc.
("SME-Nevada"), a Nevada corporation and sole stockholder of SME Steel
Contractors, Inc., a Utah corporation ("SME-Utah"), hereby authorize and
designate Earl H. Scudder to execute and file, on behalf of SME-Utah, all
Schedules 13D and 13G (including any amendments thereto) and all Forms 3, 4, and
5 (including amendments thereto) that SME-Utah may be required to file with the
U.S. Securities and Exchange Commission as a result of SME-Utah's ownership of
or transactions in securities of Simon Transportation Services Inc.
The authority granted herein shall continue until SME-Utah is no longer
required to file Schedules 13D or 13G (or amendments thereto) or Forms 3, 4, or
5 (or amendments thereto) with regard to its ownership of or transactions in
securities of Simon Transportation Services Inc., unless earlier revoked in
writing.
I, the undersigned, acknowledge that by serving in such capacity at my
request, neither Earl H. Scudder nor Scudder Law Firm, P.C. is assuming any
responsibility to comply with Sections 13 or 16 of the Securities and Exchange
Act of 1934.
/s/ Gordon Holladay Date 11-17-99
Gordon Holladay
Secretary and Treasurer
