SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
September 19, 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 is filing this
schedule because of ss.ss. 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 Rule 240.13d-7 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 1 of 15
<PAGE>
SCHEDULE 13D
CUSIP NO. 828813105
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(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 (See Instructions) (a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) PF and BK
--------------------------------------------------------------------------------
(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 2,203,898*
SHARES _________________________________________________
BENEFICIALLY (8) Shared Voting Power
OWNED BY _________________________________________________
EACH (9) Sole Dispositive Power 2,203,898*
REPORTING _________________________________________________
PERSON WITH (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,203,898
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 34.4% of
Class A Common Shares
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
----------------------
* As to 1,213,298 Shares, together with wife, Vickie Moyes, as trustees. As to
342, 600 Shares, through ownership of approximately 75% of the outstanding
voting stock of SME Industries, Inc.
Page 2 of 15
<PAGE>
SCHEDULE 13D
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) Sources of Funds (See Instructions) 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 456,800
SHARES _________________________________________________
BENEFICIALLY (8) Shared Voting Power
OWNED BY _________________________________________________
EACH (9) Sole Dispositive Power 456,800
REPORTING _________________________________________________
PERSON WITH (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 456,800
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 7.5% of
Class A Common Shares
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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Page 3 of 15
<PAGE>
SCHEDULE 13D
CUSIP NO. 828813105
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(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) Sources of Funds (See Instructions) 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 1,213,298
SHARES _________________________________________________
BENEFICIALLY (8) Shared Voting Power
OWNED BY _________________________________________________
EACH (9) Sole Dispositive Power 1,213,298
REPORTING _________________________________________________
PERSON WITH (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,213,298
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 19.9% of
Class A Common Shares
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
--------------------------------------------------------------------------------
Page 4 of 15
<PAGE>
SCHEDULE 13D
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) Sources of Funds (See Instructions) 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 1,213,298**
SHARES _________________________________________________
BENEFICIALLY (8) Shared Voting Power
OWNED BY _________________________________________________
EACH (9) Sole Dispositive Power 1,213,298**
REPORTING _________________________________________________
PERSON WITH (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,213,298
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 19.9% of
Class A Common Shares
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
----------------------
** Together with husband, Jerry Moyes, as trustees.
Page 5 of 15
<PAGE>
SCHEDULE 13D
CUSIP NO. 828813105
--------------------------------------------------------------------------------
(1) Names of Reporting Persons Ronald 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) Sources of Funds (See Instructions) BK
--------------------------------------------------------------------------------
(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 913,751***
SHARES _________________________________________________
BENEFICIALLY (8) Shared Voting Power
OWNED BY _________________________________________________
EACH (9) Sole Dispositive Power 913,751***
REPORTING _________________________________________________
PERSON WITH (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 913,751
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 15.0% of
Class A Common Shares
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
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Page 6 of 15
<PAGE>
SCHEDULE 13D
CUSIP NO. 828813105
--------------------------------------------------------------------------------
(1) Names of Reporting Persons Moyes Children's Limited Partnership
I.R.S. Identification Nos. of Above Persons (entities only) 86-1003342
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) BK
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Arizona
--------------------------------------------------------------------------------
NUMBER OF (7) Sole Voting Power 913,751
SHARES _________________________________________________
BENEFICIALLY (8) Shared Voting Power
OWNED BY _________________________________________________
EACH (9) Sole Dispositive Power 913,751
REPORTING _________________________________________________
PERSON WITH (10) Shared Dispositive Power
[GRAPHIC OMITTED]
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 913,751
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 15.0% of
Class A Common Shares
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
--------------------------------------------------------------------------------
Page 7 of 15
<PAGE>
SCHEDULE 13D
This Amendment No. 11 to Schedule 13D hereby amends the 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, Amendment No. 2 dated November 19, 1999, Amendment No. 3 dated May 23,
2000, Amendment No. 4 dated June 30, 2000, Amendment No. 5 dated July 10, 2000,
Amendment No. 6 dated July 13, 2000, Amendment No. 7 dated July 21, 2000,
Amendment No. 8 dated August 3, 2000, Amendment No. 9 dated August 10, 2000, and
Amendment No. 10 dated September 6, 2000, (the "Schedule 13D"). Amendment No. 2
added two new filers, The Jerry & Vickie Moyes Family Trust Dated 12/11/87 and
Vickie Moyes (the "Amendment No. 2 Filers"). This Amendment No. 11 adds two more
filers, the Moyes Children's Limited Partnership and Ronald Moyes (the
"Amendment No. 11 Filers"; the Original Filers, the Amendment No. 2 Filers, and
the Amendment No. 11 Filers, together, the "Filing Persons") and further amends
the Schedule 13D 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.
(5) The Moyes Children's Limited Partnership (the "Partnership") is an
Arizona limited partnership. The principal business of the Partnership is to
acquire, manage, develop, and hold for investment real and personal property and
to reinvest its earnings from such property in other real
Page 8 of 15
<PAGE>
and personal property. The address of its principal business and principal
office is 4001 North Third Street, Suite 400, Phoenix, Arizona 85012.
(6) Ronald Moyes is a citizen of the United States of America, and his
address is 4720 N. 16th Street, Phoenix, Arizona 85016. His present principal
employment is as president of Tire Express, Ltd., an Arizona corporation.
During the last five years, none of the Filing Persons, no director or
executive officer of SME, and no general partner of the Partnership (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 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 348,000 Shares in the open
market at prices ranging from $4.5625 to $7.1875 per share for an aggregate
purchase price of $2,183,608.25. The Trust used trust income to purchase
1,213,298 Shares in the open market at prices ranging from $4.00 to $7.1875 per
share for an aggregate purchase price of $7,565,897.65 and sold 40,000 Shares at
prices ranging from $4.875 to $5.4159 for an aggregate sales price of $202,284.
SME Steel Contractors, Inc., a Utah corporation ("SME-Utah"), used its working
capital to purchase 300,000 Shares in the open market at prices ranging from
$4.125 to $4.9572 per share and an additional 156,800 Shares in a private
transaction with an affiliate of SME at a price of $6.563 per share for an
aggregate purchase price of $2,365,012.40. SME-Utah is a wholly owned subsidiary
of SME Industries, Inc., a Nevada corporation ("SME-Nevada"). Jerry Moyes owns
approximately 75% of the outstanding voting stock of SME-Nevada. Jerry Moyes
disclaims beneficial ownership of any Shares attributable to the percentage of
SME-Nevada he does not own. The Partnership used borrowed funds to purchase
913,751 Shares in a private transaction at a price of $9.00 per share for an
aggregate purchase price of $8,223,759. The funds for the Partnership's purchase
were obtained through a margin loan from the investment banking firm of Morgan
Keegan & Company, Inc. The margin loan is at a market interest rate and secured
by 1,376,706 shares of Swift Transportation Co., Inc. common stock owned by the
Partnership and held in an account at Morgan Keegan & Company, Inc. Ronald
Moyes, as the sole general partner of the Partnership, has both voting and
dispositive power over the Shares owned by the Partnership, but disclaims
beneficial ownership of Shares owned by the Partnership to the extent he has no
pecuniary interest in such Shares.
ITEM 4. PURPOSE OF TRANSACTION
The Filing Persons currently hold their beneficial interests in the
Shares for investment purposes. On September 19, 2000, the Partnership purchased
all 913,751 Shares of the Issuer's Class B Common Stock from a trust affiliated
with the Issuer's then-Chairman and Chief Executive Officer, Richard D. Simon.
The Purchase satisfied an August 10, 2000, letter agreement between Mr. Moyes
and Mr. Simon, which Mr. Moyes had assigned to the Partnership (the "Letter
Agreement"). The Letter Agreement is discussed in greater detail in the
Information Statement filed by the Issuer with the Securities and Exchange
Commission on September 8, 2000 pursuant to Section 14(f) of the Securities and
Exchange Act of 1934, as amended (the "Act"), and Rule 14f-1 thereunder. The
Shares of the Issuer's Class B Common Stock had entitled Mr. Simon and his
Page 9 of 15
<PAGE>
family members to two votes per Share, but were automatically converted into
Class A Common Shares when sold to the Partnership and entitle the Partnership
to only one vote per Share. With the sale of the 913,751 Shares complete, there
are no longer any Class B Shares outstanding. Together, the Filing Persons hold
beneficial ownership of approximately 48% of the Issuer's outstanding Class A
Common Stock. Jerry Moyes also has been appointed Chairman of the Board and has
been granted warrants to purchase up to 300,000 additional Shares of Class A
Common Stock at a price of $7.00 per share, which vest one third on each of
September 19, 2001, 2002, and 2003. Also appointed to the Issuer's Board of
Directors were Lou Edwards, Gordon K. Holladay, Earl H. Scudder, and Jon
Isaacson, all of whom were suggested by Mr. Moyes. Mr. Isaacson has been
appointed to serve as the Issuer's new Chief Executive Officer. To make way for
the newly appointed directors and Chief Executive Officer, Mr. Simon resigned as
Chairman of the Board and Chief Executive Officer, and all of the Issuer's
former directors, with the exception of Mr. Simon and his son Kelle A. Simon,
resigned as directors. The number of director positions comprising the Issuer's
Board of Directors was reduced from nine to seven.
As part of the review of their investments in the Shares, the Filing
Persons 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 Act; 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 prices for the
Shares, the financial condition, results of operations, and prospects of the
Issuer, and general economic, financial market, and industry conditions.
Except as set forth above, the Filing Persons have no plans nor
proposals with respect to any of the matters set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
Page 10 of 15
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Except as otherwise stated below, the approximate aggregate
percentage of Shares beneficially owned by each of the Filing Persons is based
on 6,110,109 Shares outstanding, which is the total number of Shares outstanding
as of September 27, 2000, as reflected in the Company's quarterly report on Form
10-Q filed with the Securities and Exchange Commission (the "Commission") for
the fiscal quarter ended, June 30, 2000.
As of the close of business on September 27, 2000:
(i) The Trust is the direct and beneficial owner of 1,213,298
Shares, constituting approximately 19.9% of the Shares outstanding. As
grantors, trustees, and beneficiaries of the Trust, Jerry Moyes and his
wife, Vickie Moyes, may be deemed to beneficially own (as defined in
rule 13d-3 promulgated under the Exchange Act) the Shares owned by the
Trust.
(ii) SME-Utah is the direct beneficial owner of 456,800
Shares, constituting approximately 7.5% of the Shares outstanding.
Because Jerry 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, Jerry Moyes may be deemed to beneficially own (as
defined in Rule 13d-3 promulgated under the Exchange Act) 342,600 of
the Shares owned by SME-Utah. Jerry Moyes disclaims beneficial
ownership of any Shares attributable to the percentage of SME-Nevada he
does not own.
(iii) The Partnership is the direct and beneficial owner of
913,751 Shares, constituting approximately 15% of the Shares
outstanding. Ronald Moyes, as the sole general partner of the
Partnership, may be deemed to beneficially own (as defined in Rule
13d-3 promulgated under the Exchange Act) a portion of the 913,751
Shares owned by the Partnership. Ronald Moyes disclaims beneficial
ownership of any Shares owned by the Partnership to the extent he has
no pecuniary interest in such Shares.
(iv) In addition to the Shares that Jerry Moyes may be deemed
to beneficially own, as described in Item 5(a)(i) and (ii), Jerry Moyes
is the direct and beneficial owner of 348,000 Shares, and (pursuant to
Rule 13d-3(d)(i) promulgated under the Exchange Act) he may be deemed
to beneficially own an additional 300,000 Shares for which he has been
granted warrants. Altogether, Jerry Moyes either has direct and
beneficial ownership of or may be deemed to beneficially own 2,203,898
Shares, constituting approximately 34.4% of 6,410,109 Shares that would
be outstanding if the 300,000 warrant Shares were outstanding.
(b) Items 1 and 7 through 10 of the Cover Page of each of the Filing
Persons is incorporated herein by this reference.
(c) Schedule A hereto describes transactions in the Shares effected
during the 60 days preceding and including September 27, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The following is a summary of certain provisions of (a) the Warrant
Agreement dated September 19, 2000 by and between the Issuer and Jerry Moyes
(the "Warrant Agreement"), and (b)
Page 11 of 15
<PAGE>
the Voting Agreement dated September 19, 2000 by and between the Issuer and
certain of the shareholders of the Issuer, including Jerry Moyes, the Trust,
SME-Utah, and the Partnership (the "Voting Agreement"). This summary is
qualified in its entirety by the actual provisions of the foregoing documents,
each of which is filed as an Exhibit to this Schedule 13D and is incorporated
herein by this reference. Capitalized terms used in this summary and not
otherwise defined in this summary shall have the meanings ascribed such terms in
the document being summarized.
(a) Warrant Agreement. Pursuant to the terms of the Warrant Agreement,
the Issuer granted to Jerry Moyes warrants to purchase 300,000 Shares at $7.00
per share, which warrants shall become exercisable at the rate of 100,000 per
year on each anniversary of the date on which such warrants were granted; the
Grant Date being September 19, 2000.
(b) Voting Agreement. Pursuant to the terms of the Voting Agreement,
the Issuer agrees to submit to its shareholders at the next annual or special
meeting of shareholders the Option Proposal (as hereafter defined) for review
and a vote thereon by the Issuer's shareholders, and the shareholders party to
the Voting Agreement, including, but not limited to: Jerry Moyes, the Trust,
SME-Utah, and the Partnership, agree to vote all of the Shares owned by them in
favor of and for approval of the Option Proposal (as hereafter defined). For
purposes of this Item 6, "Option Proposal," shall mean the following: (i) the
issuance of options to purchase up to 375,000 Shares to certain executive
employees of the Issuer; (ii) the issuance of warrants to purchase up to 300,000
Shares to Jerry Moyes; (iii) the issuance of Shares upon the exercise of such
options or warrants; and (iv) the Amendment of the Issuer's Incentive Stock Plan
required to facilitate the issuance of more than 25,000 Shares upon the exercise
of the such options.
Other than the foregoing, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Filing Persons
or between the Filing Persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
------------------- ----------------------------------------------------
Exhibit Description
------------------- ----------------------------------------------------
99.1 Warrant
------------------ ----------------------------------------------------
99.2 Voting Agreement
------------------- ----------------------------------------------------
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<PAGE>
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.
September 27, 2000
(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)
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 13 of 15
<PAGE>
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Ronald Moyes, individually
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
Moyes Children's Limited Partnership
By: /s/ Earl H. Scudder
Earl H. Scudder on behalf of Ronald Moyes,
General Partner of the Moyes Children's Limited Partnership
(Signature)
Earl H. Scudder, under power of attorney
(Name/Title)
Page 14 of 15
<PAGE>
Schedule A
The following table sets forth certain information concerning the
Shares purchased by Jerry Moyes, the Trust, SME-Utah, and the Partnership during
the 60 days preceding and including September 27, 2000. Except as indicated
below, 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 Commission)
--------- ------------------- -------- -----------
Jerry Moyes August 1, 2000 37,500 $ 7.0312
August 8, 2000 150,000 $ 7.1875
Jerry & Vickie Moyes
Family Trust Dated 12/11/87 July 27, 2000 14,000 $ 6.25
July 31, 2000 17,500 $ 6.5625
August 1, 2000 379,800 $ 7.0625
August 3, 2000 15,800 $ 7.0885
August 4, 2000 9,100 $ 7.1875
August 7, 2000 40,000 $ 7.1875
August 8, 2000 47,700 $ 7.1875
August 9, 2000 9,500 $ 7.1875
SME-Utah September 5, 2000* 156,800 $ 6.563
Moyes Children's
Limited Partnership September 20, 2000+ 913,751 $ 9.00
--------------------------------
*Private purchase from affiliate
+Private purchase of Class B Common Stock
</TABLE>
Page 15 of 15
