UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2001
Commission file Number 0-14781
M.S. CARRIERS, INC.
(Exact name of Registrant as specified in its charter.)
Tennessee 62-1014070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3171 Directors Row, Memphis, TN 38131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 332-2500
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date (April 30, 2001):
Common Stock, $.01 per share: 11,234,101 shares
1
M.S. Carriers, Inc.
Index to Form 10-Q
Contents
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2001 and
December 31, 2000............................................. 3
Consolidated Statements of Income for the Three Months Ended
March 31, 2001 and 2000....................................... 5
Consolidated Statement of Stockholders' Equity for the Three
Months Ended March 31, 2001................................... 6
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2001 and 2000................................. 7
Notes to Consolidated Financial Statements...................... 8
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 11
Item 3 - Quantitative and Qualitative Disclosures About Market
Risk.......................................................... 16
Part II - Other Information
Item 1 - Legal Proceedings...................................... 17
Item 2 - Changes in Securities.................................. 17
Item 3 - Defaults Upon Senior Securities........................ 17
Item 4 - Submission of Matters to a Vote of Security Holders.... 17
Item 5 - Other Information...................................... 17
Item 6 - Exhibits and Reports on Form 8-K....................... 17
Signatures...................................................... 20
2
PART I - Financial Information
Item 1. Financial Statements (Unaudited)
M.S. Carriers, Inc.
Consolidated Balance Sheets
March 31 December 31
2001 2000
----------------------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 287,532 $ 442,188
Accounts receivable:
Trade, net 83,785,713 84,547,281
Affiliate 11,007,081
Officers and employees 1,718,019 1,657,217
----------------------------------------
85,503,732 97,211,579
Recoverable income taxes 5,991,776 3,080,972
Deferred income taxes 14,078,000 14,113,152
Prepaid expenses and other 13,800,525 8,590,836
----------------------------------------
Total current assets 119,661,565 123,438,727
Property and equipment:
Land and land improvements 13,491,942 13,469,040
Buildings 40,016,991 39,987,066
Revenue equipment 566,742,379 567,967,605
Service equipment and other 56,522,084 56,118,261
Construction in progress 2,976,729 2,895,443
----------------------------------------
679,750,125 680,437,415
Less accumulated depreciation
and amortization 218,730,253 204,637,683
----------------------------------------
461,019,872 475,799,732
Other assets 20,961,393 21,213,310
----------------------------------------
Total assets $601,642,830 $620,451,769
========================================
See accompanying notes.
3
M.S. Carriers, Inc.
Consolidated Balance Sheets (continued)
March 31 December 31
2001 2000
----------------------------------------
(Unaudited)
Liabilities and stockholders' equity
Current liabilities:
Accounts Payable:
Trade, net $ 5,298,319 $ 7,398,017
Affiliate 953,385
Accrued compensation and related
costs 7,395,997 4,611,314
Accrued expenses 15,465,644 13,139,878
Claims payable 33,752,269 33,842,957
Current maturities of
long-term debt 61,171,858 65,558,795
----------------------------------------
Total current liabilities 124,037,472 124,550,961
Fair value of interest rate
swaps 3,039,900
Long-term debt, less current
maturities 186,743,933 207,816,118
Deferred income taxes 69,179,351 69,929,823
Commitments and Contingencies
Stockholders' equity:
Common stock
Authorized Shares - 20,000,000
Issued and outstanding shares -
11,234,101 at March 31, 2001
11,168,501 at December 31, 2000 112,341 111,685
Additional paid-in capital 61,868,748 60,567,768
Retained earnings 161,384,911 160,321,332
Notes receivable from officers (851,719) (851,719)
Cumulative other comprehensive
loss (3,872,107) (1,994,199)
----------------------------------------
Total stockholders' equity 218,642,174 218,154,867
----------------------------------------
Total liabilities and stockholders'
equity $601,642,830 $620,451,769
========================================
See accompanying notes.
4
M.S. Carriers, Inc.
Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31
2001 2000
----------------------------------------
Operating revenues $182,183,334 $167,068,901
Operating expenses:
Salaries, wages and benefits 66,182,115 53,042,521
Operations and maintenance 38,481,921 31,511,492
Taxes and licenses 3,890,545 3,225,958
Insurance and claims 8,294,694 4,991,473
Communications and utilities 2,496,661 2,071,188
Depreciation and amortization 16,539,574 18,208,486
Gain on disposals of revenue
equipment (139,340) (12,934)
Rent and purchased transportation 37,440,981 42,917,026
Other 2,269,418 1,247,191
----------------------------------------
175,456,569 157,202,401
----------------------------------------
Operating income 6,726,765 9,866,500
Other expense (income):
Interest expense 4,740,860 3,424,101
Other 194,637 (630,361)
----------------------------------------
4,935,497 2,793,740
----------------------------------------
Income before income taxes 1,791,268 7,072,760
Income taxes 727,689 2,458,472
----------------------------------------
Net income $ 1,063,579 $ 4,614,288
========================================
Basic earnings per share $0.09 $0.39
========================================
Diluted earnings per share $0.09 $0.38
========================================
See accompanying notes.
5
M.S. Carriers, Inc.
Consolidated Statement of Stockholders' Equity (Unaudited)
Notes Receiv- Cumulative
Common Stock Paid-In Retained able From Other Compre-
Shares Amount Capital Earnings Officers hensive Loss Total
--------------------------------------------------------------------------------------------
Balance at
January 1, 2001 11,168,501 $111,685 $60,567,768 $160,321,332 ($851,719) ($1,994,199) $218,154,867
Exercise of
employee stock
options 65,600 656 1,300,980 1,301,636
Foreign currency
translation
adjustment 82,827 82,827
Fair market value
of interest rate
swaps, net of taxes (1,960,735) (1,960,735)
Net income 1,063,579 1,063,579
----------------------------------------------------------------------------------------------
Balance at March
31, 2001 11,234,101 $112,341 $61,868,748 $161,384,911 ($851,719) ($3,872,107) $218,642,174
==============================================================================================
See accompanying notes.
6
M.S. Carriers, Inc.
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31
2001 2000
-----------------------------------------
Operating activities
Net income $ 1,063,579 $ 4,614,288
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 16,539,574 18,208,486
Gain on disposals of revenue
equipment (139,340) (12,934)
Deferred income taxes 363,845 1,229,236
Changes in operating assets and
liabilities:
Accounts receivable 761,568 (8,351,188)
Current and other assets 2,988,436 (6,549,137)
Trade accounts payable (2,099,698) (1,260,165)
Other current liabilities 5,973,146 2,168,231
-----------------------------------------
Net cash provided by operating
activities 25,451,110 10,046,817
Investing activities
Purchases of property and
equipment (1,685,106) (37,058,526)
Proceeds from disposals of property
and equipment 2,657,454 7,123,449
-----------------------------------------
Net cash provided by (used in)
investing activities 972,348 (29,935,077)
Financing activities
Net change in revolving line of
credit obligations (18,545,000) 39,948,546
Proceeds from exercise of stock options 1,301,636 -
Principal payments on long-term debt
obligations (9,334,750) (8,165,445)
Repurchase of common stock (11,801,875)
-----------------------------------------
Net cash provided by (used in)
financing activities (26,578,114) 19,981,226
-----------------------------------------
Increase (decrease) in cash and cash
equivalents (154,656) 92,966
Cash and cash equivalents at
beginning of period 442,188 242,606
-----------------------------------------
Cash and cash equivalents at end
of period $ 287,532 $ 335,572
=========================================
Supplemental cash flow disclosure:
Property and equipment acquired
under capitalized lease obligations $ 2,420,626 $ 12,555,166
=========================================
See accompanying notes.
7
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2001
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2001. For further information and a listing of the Company's significant
accounting policies, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 2000.
2. Net Income Per Common Share
Three Months Ended
March 31
2001 2000
--------------------------------------
Numerator:
Net income available to common
shareholders $ 1,063,579 $ 4,614,288
======================================
Denominator:
Weighted-average shares for basic
earnings per share 11,223,964 11,949,568
Dilutive employee stock options 508,730 239,708
--------------------------------------
Adjusted weighted-average shares for
diluted earnings per share 11,732,694 12,189,276
======================================
Basic earnings per share $0.09 $0.39
======================================
Diluted earnings per share $0.09 $0.38
======================================
8
3. Industry Segments
The Company's two reportable segments are trucking operations and logistics.
These segments are classified primarily by the type of services they provide.
Performance of the segments is generally evaluated by their operating income.
Summarized segment information is as follows:
Three Months Ended
March 31
2001 2000
--------------------------------------
(in thousands)
Operating Revenues:
Trucking $182,183 $153,553
Logistics(1) - 17,261
Intersegment eliminations - (3,745)
--------------------------------------
$182,183 $167,069
======================================
Operating Income:
Trucking $ 6,727 $ 9,193
Logistics - 674
--------------------------------------
$ 6,727 $ 9,867
======================================
(1) In July 2000, the Company contributed its logistics operations to
Transplace.com in exchange for an ownership interest in Transplace.com. The
Company's investment in Transplace.com is classified as an other asset on its
consolidated balance sheet.
4. Derivative Financial Instruments
The Company adopted Statement of Financial Standards No. 133 (SFAS No. 133),
"Accounting for Derivative Instruments and Hedging Activities," and its
amendments, Statements 137 and 138, on January 1, 2001. SFAS No. 133 requires
that all derivative instruments be recorded on the balance sheet at fair
value. The Company has designated its interest rate swap agreements as cash
flow hedge instruments. The swap agreements are used to manage exposure to
interest rate movement by effectively changing the variable rate to a fixed
rate. The critical terms of the interest rate swap agreements are the same;
therefore, the Company has assumed that there is no hedge ineffectiveness in
the hedge relationship. Changes in fair value of the interest rate swap
agreements will be recognized in other comprehensive income, until the hedged
items are recognized in earnings. The Company has hedged its exposure to
interest rate movement through March 18, 2009.
At January 1, 2001, the swap agreements were in an unfavorable position by
approximately $1,417,800. In accordance with the transition provisions of
SFAS No. 133, the cumulative effect of an accounting change adjustment on
January 1, 2001, was $914,481 in accumulated other comprehensive loss, with a
9
deferred income tax asset of $503,319. At March 31, 2001, the fair value of
the swap agreements decreased further; therefore, the derivative financial
instruments were adjusted to a liability of $3,039,900. Accumulated other
comprehensive income was adjusted to an accumulated loss of $1,960,735 and the
deferred income tax asset was adjusted to $1,079,165. For the three months
ended March 31, 2001, approximately $62,000 loss was reclassified as interest
expense. As the swap agreements are deemed to be effective cash flow hedges,
there was no income statement impact related to hedge ineffectiveness. The
Company expects to reclassify approximately $629,000 of existing losses in
accumulated other comprehensive income (loss), net of taxes, into net income
(loss) through March 31, 2002.
5. Fuel Surcharges
In accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements", the Company has classified fuel surcharges as
revenue for the three months ended March 31, 2001. Previously, fuel
surcharges were recorded as an offset to fuel expense in operations and
maintenance expense. The Company's statement of income for the three months
ended March 31, 2000 has been restated to reflect this reclassification.
6. Change in Accounting Principle
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS No. 133), as amended in June 2000 by Statement of
Accounting Standards No. 138, Accounting for Certain Derivative Instruments
and Certain Hedging Activities (SFAS No. 138), which requires that all
derivative instruments be reported on the balance sheet at fair value and
establishes criteria for design and effectiveness of hedging relationships.
The cumulative effect of adopting SFAS No. 133 resulted in a decrease of
$1,417,800 to other comprehensive income.
10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following table sets forth the percentage relationship of revenue and
expense items to operating revenues for the periods indicated.
Percentage of Operating Revenues
Three Months Ended March 31
2001 2000
----------------------------------
Operating revenues 100.00% 100.00%
Operating expenses:
Salaries, wages and benefits 36.3% 31.8%
Operations and maintenance 21.1% 18.9%
Taxes and licenses 2.1% 1.9%
Insurance and claims 4.6% 3.0%
Communications and utilities 1.4% 1.2%
Depreciation and amortization 9.1% 10.9%
Gain on disposals of revenue equipment (0.1%) -
Rent and purchased transportation 20.6% 25.7%
Other 1.2% 0.7%
----------------------------------
Total operating expenses 96.3% 94.1%
----------------------------------
Operating income 3.7% 5.9%
Other expense (income):
Interest expense 2.6% 2.1%
Other 0.1% (0.4%)
----------------------------------
Income before income taxes 1.0% 4.2%
Income taxes 0.4% 1.5%
----------------------------------
Net income 0.6% 2.7%
==================================
11
Results of Operations
Operating revenues for the first three months of 2001 increased $15.1 million,
or 9.0%, to $182.2 million compared with $167.1 million for the same period in
the prior year. The Company's increase in revenues was due primarily to
increased capacity and increased trucking revenues. Total trucking revenues
during the first quarter of 2001 increased 18.6% compared to the same quarter
of 2000.
The Company's fleet increased to 5,007 tractors at March 31, 2001 from 4,717
at March 31, 2000, an increase of 290 tractors.
The Company's trucking revenues per mile increased to $1.24 for the first
quarter of 2001 from $1.22 for the same quarter of 2000 as a result of rate
increases implemented in 2000. Average revenue per tractor per week increased
to $2,695 in the first quarter of 2001 from $2,486 for the same quarter of
2000.
Despite the increases in total revenues and revenues per mile experienced by
the Company during the first quarter of 2001 as compared to the first quarter
of 2000, the general truckload freight market remained soft and the Company
continued to experience a lower demand for its services in some of the markets
which it serves.
The sources of the Company's operating revenues were as follows:
Three Months Ended
March 31
2001 2000
------------------------
(in thousands)
Trucking Revenues:
Domestic Irregular Route $109,696 $ 94,151
International Irregular Route(1) 37,239 34,539
Dedicated Route 35,248 24,863
------------------------
Total Trucking Revenues $182,183 $153,553
Logistics Revenues(2) - 17,261
Intersegment eliminations - (3,745)
------------------------
Total Operating Revenues $182,183 $167,069
========================
(1) International Irregular Route Trucking Revenues include loads originating
or terminating at Laredo, TX, Brownsville, TX, El Paso, TX, Nogales, AZ, San
Diego, CA, and Calexico, CA.
(2) In July 2000, the Company contributed its logistics operations to
Transplace.com in exchange for an ownership interest in Transplace.com.
12
The operating ratio (operating expenses as a percentage of operating revenues)
for the trucking and logistics segments and the Company's total business were
as follows:
Three Months Ended
March 31
2001 2000
------------------------
Trucking Segment 96.3% 93.9%
Logistics Segment N/A 96.1%
Total Company 96.3% 94.1%
Salaries, wages and benefits were 36.3% of operating revenues for
the three month period ending March 31, 2001 compared to 31.8% for the same
period in 2000. This increase was due primarily to (i) a significant driver
pay increase implemented in March 2000; and (ii) the elimination of logistics
revenues as a result of the Company's contribution of its logistics operations
to Transplace.com.
Operations and maintenance expenses increased to 21.1% of operating revenues
for the three month period ending March 31, 2001 from 18.9% for the same
period in 2000. This increase resulted primarily from the elimination of
logistic revenues and higher fuel costs during the first quarter of 2001.
Fuel price swaps which the Company had utilized to convert floating fuel
prices to fixed fuel prices on a portion of its monthly fuel requirements
expired in May 2000. These swaps had lessened the impact of higher fuel
prices. Further increases in fuel costs, to the extent not offset by rate
increases or fuel surcharges could have an adverse effect on the operations
and profitability of the Company.
Insurance and claims expense was 4.6% of operating revenues in the first
quarter of 2001 compared to 3.0% for the same quarter of 2000. During 2000,
the Company modified its method of estimating and accruing its ultimate costs
related to accident, workers' compensation, cargo and physical damage claims.
The Company has continued to refine the loss development factors that are
applied to its accident and claims history to estimate the ultimate costs of
these claims. The increase in insurance and claims expense resulted primarily
from unfavorable accident claims experience during the first quarter of 2001.
Depreciation and amortization was 9.1% and 10.9% of operating revenues for the
first three months of 2001 and 2000, respectively. The decrease was
attributable primarily to the Company's implementation of a change from a
three-year trade cycle to a four-year trade cycle with respect to Company-
owned tractors and the utilization of operating leases to expand the Company's
fleet. Expenses for operating leases are recorded as rent and purchased
transportation.
Rent and purchased transportation decreased to 20.6% of operating revenues for
the three month period ending March 31, 2001 from 25.7% for the same period in
2000. This decrease was due primarily to the contribution of the Company's
13
logistics operations to Transplace.com in July 2000 as expenses related to
logistics operations were recorded as rent and purchased transportation.
Interest expense was $4,740,860 for the first quarter of 2001 compared to
$3,424,101 for the same period in 2000. The increase in interest expense was
due primarily to higher interest rates during the first quarter of 2001 as
compared to the first quarter of 2000.
The Company recorded other expenses of $194,637 during the first quarter of
2001 compared to other income of $630,361 for the same period of 2000.
Operating losses reported by Transportes EASO S.A. de C.V. ("EASO"), a Mexican
trucking company in which the Company has a 50% ownership interest, were the
primary reason for this difference. The Company recorded a loss of $258,000
relating to EASO during the first quarter of 2001 compared to income of
$495,000 during the first quarter of 2000.
The effective income tax rate increased to 40.6% for the three month period
ended March 31, 2001 from 34.8% for the three month period ended March 31,
2000. The Company's income taxes are calculated without regard to losses or
income relating to EASO. The Company's effective income tax rate was
increased as a result of recording a loss from EASO during the first quarter
of 2001 and was decreased as a result of recording income from EASO during the
first quarter of 2000.
Liquidity and Capital Resources
The Company's business has required significant investments in new equipment
and office and terminal facilities. The Company has historically financed
these investments largely from cash provided by operating activities, secured
borrowings, and secured and unsecured credit facilities during the past three
years. During 2000, the Company began leasing various revenue equipment under
operating leases.
During the three month period ended March 31, 2001, the Company had net cash
provided by operating activities of $25.5 million. At March 31, 2001, the
Company had outstanding long-term obligations, including current maturities,
of $247.9 million and future minimum lease payments under noncancelable
operating leases of $68.7 million.
In October 2000, the Company restructured its credit facility with its primary
bank to provide for a $55 million reducing revolving note and a $30 million
revolving note, with interest based on a leverage ratio defined therein and
ranging from the 30-LIBOR rate plus .50% to 1.90% (6.98% at March 31, 2001).
There was approximately $45 million outstanding under this credit facility at
March 31, 2001. Management expects to retire the reducing revolving note
through cash provided by operating activities or secured borrowings and
expects to maintain the revolving note for an indefinite period.
In December 2000, the Company entered into a merger agreement with Swift
Transportation Co., Inc. pursuant to which the Company would become a wholly
owned subsidiary of Swift. The merger is expected to close in June 2001. The
Company anticipates that planned revenue equipment purchases and the financing
thereof will be coordinated through Swift following the merger.
14
Recently Issued Accounting Standards
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS No. 133), as amended in June 2000 by Statement of
Accounting Standards No. 138, Accounting for Certain Derivative Instruments
and Certain Hedging Activities (SFAS No. 138), which requires that all
derivative instruments be reported on the balance sheet at fair value and
establishes criteria for design and effectiveness of hedging relationships.
The cumulative effect of adopting SFAS No. 133 resulted in a decrease of
$1,417,800 to other comprehensive income.
Forward-Looking Statements
Certain statements and information included herein constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. This information is in accordance with the Company's current
expectations and is subject to certain risks and uncertainties that could
cause actual results to differ materially from those set forth in the forward-
looking statements. With respect to the Company's financial results these
uncertainties include, without limitation, the following: the Company will
have reasonable success recruiting and retaining experienced drivers and owner
operators at the Company's current compensation level; demand and pricing for
the markets served by the Company will remain at historical levels; fuel will
remain available and without rapid price fluctuations; the Company's accident
experience will remain at historical levels; the Company will be able to
develop and implement operational and financial systems to manage growing
operations; and the Company will be able to obtain financing on acceptable
terms to finance the Company's growth and operations. With respect to the
proposed merger transaction with Swift these uncertainties include, without
limitation, the following: the inability to obtain governmental approvals of
the merger on the proposed terms and schedule; the failure of M.S. Carriers
and Swift stockholders to approve the merger; the risk that the businesses
will not be integrated successfully; the risk that the revenue synergies and
costs savings anticipated from the merger may not be fully realized or may
take longer to realize than expected; disruptions from the merger making it
more difficult to maintain relationships with customers, employees or
suppliers; and increased competition and its effect on pricing, spending,
third-party relationships and revenues.
15
Item 3. Quantitative And Qualitative Disclosure About Market Risk
Interest Rate Risk
The Company has market risk exposure to changing interest rates. The
Company's policy is to manage interest rates through the use of a combination
of fixed and floating rate debt. Interest rate swaps may be used to adjust
interest rate exposure based on market conditions. These swaps are entered
into with a group of financial institutions with investment grade credit
ratings, thereby minimizing the risk of credit loss. At March 31, 2001, the
fair value of the Company's total long-term debt is approximately $248
million, using yields obtained for similar types of borrowing arrangements and
taking into consideration the underlying terms of the debt. Market risk is
estimated as the potential change in fair value resulting from a hypothetical
ten percent decrease in interest rates and amounts to approximately $419,000
at March 31, 2001.
At March 31, 2001, the Company had approximately $186 million of variable-rate
debt. The Company has entered into interest rate swaps which convert floating
rates to fixed rates for a total notional amount of $70 million. If interest
rates on the Company's variable-rate debt, after considering interest rate
swaps, were to increase by ten percent from their March 31, 2001 rates for the
next twelve months, the increase in interest expense would be approximately
$600,000. The potential change in fair value of the Company's interest rate
swaps resulting from a hypothetical ten percent decrease in interest rates
would not be material to the Company's financial position at March 31, 2001.
16
PART II - Other Information
Item 1. Legal Proceedings
The Company is involved in certain ordinary routine litigation incidental
to its business. The Company does not expect that the outcome of any of
these proceedings will have a material adverse effect upon the Company's
operations or its financial position.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
first quarter of 2001.
Item 5. Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) The exhibits filed as a part of this report are listed below:
Exhibit
Number Description
3(i).1 Restated Charter of M.S. Carriers, Inc. filed as an exhibit to
Registrant's Registration Statement on Form S-1 (Registration Number
33-12070).
3(i).2 Articles of Amendment to Charter of M.S. Carriers, Inc. filed as an
exhibit to Registrant's Registration Statement on Form S-3
(Registration Number 33-63280).
3(ii) Amended and Restated By-Laws of M.S. Carriers, Inc. filed as an exhibit
to Registrant's Registration Statement on Form S-3 (Registration Number
33-63280).
17
10.1 Incentive Stock Option Plan of M.S. Carriers, Inc. filed as an exhibit
to Registrant's Registration Statement on Form S-1 (Registration
Number 33-12070).*
10.2 Amendment to Incentive Stock Option Plan of M.S. Carriers, Inc. filed
as an exhibit to Registrant's Registration Statement on Form S-1
(Registration Number 33-12070).*
10.3 1993 Stock Option Plan of M.S. Carriers, Inc. filed as an exhibit to
Registrant's Registration Statement on Form S-3 (Registration Number
33-63280).*
10.4 Non-Employee Directors Stock Option Plan of M.S. Carriers, Inc. filed
as an exhibit to Registrant's Proxy Statement dated March 31, 1995.*
10.5 Employment Agreements with James W. Welch and M.J. Barrow of M.S.
Carriers, Inc. filed as an exhibit to Registrant's Statement on Form
S-1 (Registration Number 33-12070).*
10.6 Employment Agreement with Michael S. Starnes of M.S. Carriers, Inc.
filed as an exhibit to Registrant's Form 10-Q for the quarter ended
June 30, 1995.*
10.7 M.S. Carriers, Inc. 1996 Stock Option Plan filed as an exhibit to
Registrant's Proxy Statement dated April 4, 1996.*
10.8 Operating Agreement of Transplace.com, LLC filed as an exhibit to
Registrant's Form 10-Q for the quarter ended June 30, 2000.
10.9 Initial Subscription Agreement of Transplace.com, LLC filed as an
exhibit to Registrant's Form 10-Q for the quarter ended June 30, 2000.
10.10 Ninth Amended and Restated Loan Agreement with Bank of America, N.A.
filed as an exhibit to Registrant's Form 10-Q for the quarter ended
September 30, 2000.
10.11 Merger Agreement dated December 11, 2000, among Swift Transportation
Co., Inc., Sun Merger, Inc. and M.S. Carriers, Inc. filed as an exhibit
to Registrant's Form 10-K for the year ended December 31, 2000.
10.12 Voting Agreement dated December 11,2000, among M.S. Carriers, Inc.,
Jerry and Vicki Moyes Family Trust dated 12/11/87 and Jerry Moyes
filed as an exhibit to Registrant's Form 10-K for the year ended
December 31, 2000.
10.13 Voting Agreement dated December 11, 2000, among Swift Transportation
Co., Inc., Sun Merger, Inc. and Michael S. Starnes filed as an exhibit
to Registrant's Form 10-K for the year ended December 31, 2000.
10.14 First Amendment to Ninth Amended and Restated Loan Agreement with Bank
of America, N.A. filed as an exhibit to Registrant's Form 10-K for the
year ended December 31, 2000.
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21. Subsidiaries of M.S. Carriers, Inc. filed as an exhibit to Registrant's
Form 10-K for the year ended December 31, 2000.
____________
* Indicates a compensation plan.
(b) The Company did not file any reports on Form 8-K during the
three months ended March 31, 2001.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
M.S. Carriers, Inc.
(Registrant)
Date: May 9, 2001
/s/ M.J. Barrow
M.J. Barrow
Senior Vice President
(Chief Financial Officer of the
Company)
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