SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 2)*
SIMON TRANSPORTATION SERVICES INC.
(Name of Subject Company (issuer))
JERRY MOYES (Offeror)
Names of Filing Persons (identifying status as offeror, issuer or other person))
CLASS A COMMON SHARES, $0.01 Par Value
CLASS B COMMON SHARES, $0.01 Par Value
(Title of Class of Securities)
828813105
(CUSIP Number of Class of Securities)
Jerry Moyes
2200 South 75th Avenue
Phoenix, Arizona 85043
(623) 269-9700
(Name, address, and telephone number
of person authorized to receive notices and
communications on behalf of filing persons)
With a Copy to:
Earl H. Scudder, Esq.
Scudder Law Firm, P.C.
411 South 13th Street
Lincoln, Nebraska 68508
(402) 435-3223
Calculation of Filing Fee
--------------------------------- ----------------------
Transaction valuation* Amount of filing fee
--------------------------------- ----------------------
--------------------------------- ----------------------
$36,830,913 $7,367
--------------------------------- ----------------------
*Estimated for purposes of calculating the amount of the filing fee only.
The filing fee calculation assumes the purchase of all outstanding shares
of Class A Common Stock, par value $.01 (the "Class A Common Shares") and
Class B Common Stock, par value $.01 (the "Class B Common Shares" and
together with Class A Common Shares, the "Shares") of Simon Transportation
Services Inc., a Nevada corporation (the "Company"), other than the 848,550
Shares deemed to be beneficially owned by the Filing Person and certain
persons affiliated with him, at $7.00 per Share net to
<PAGE>
the seller in cash. According to the Company's Form 10-Q for the quarter
ended December 31, 1999, there were 5,196,358 Class A Common Shares
(including the 848,550 Shares deemed to be beneficially owned by the Filing
Person and certain persons affiliated with the Filing Person), and 913,751
Class B Common Shares issued and outstanding. The total of 6,110,109
outstanding Shares, less the 848,550 Shares deemed to be beneficially owned
by the Filing Person and certain persons affiliated with him, result in
5,261,559 Shares subject to the offer. Based on the foregoing, the
transaction value is equal to the product of 5,261,559 Shares and $7.00 per
Share. The amount of the filing fee calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[x] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $7,367
Form or Registration No.: Schedule TO
Filing Party: Jerry Moyes
Date Filed: May 23, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check
the appropriate boxes below to designate any transactions to which the
statement relates: [x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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<PAGE>
SCHEDULE TO
This Amendment No. 2 to the Schedule TO Tender Offer Statement (this
"Amendment") relates to the offer by Jerry Moyes ("Purchaser") to purchase all
outstanding shares of Class A Common Stock, par value $.01 (the "Class A Common
Shares") and Class B Common Stock, par value $.01 (the "Class B Common Shares"
and together with Class A Common Shares, the "Shares") of Simon Transportation
Services Inc., a Nevada corporation (the "Company"), at $7.00 per Share (the
"Offer Price"), net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 23, 2000, and in the
related Letter of Transmittal (which together with any amendments or supplements
thereto, collectively constitute the "Offer").
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented with the following
information:
(a) (1) (J) - Text of Press Release issued by Purchaser on
June 22, 2000.
SIGNATURE
After due 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.
By: /s/ Mark A. Scudder
Mark A. Scudder on behalf of Jerry Moyes, individually
(Signature)
Mark A. Scudder, under power of attorney
(Name and title)
June 22, 2000
(Date)
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