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, 1999
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:
Outstanding common shares at April 30, 1999 - 12,283,601
-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, 1999 and
December 31, 1998............................................. 3
Consolidated Statements of Income for the Three Months Ended
March 31, 1999 and 1998....................................... 5
Consolidated Statement of Stockholders' Equity for the Three
Months Ended March 31, 1999................................... 6
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1999 and 1998................................. 7
Notes to Financial Statements................................... 8
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 10
Item 3 - Quantitative and Qualitative Disclosure About Market
Risk.......................................................... 15
Part II - Other Information
Item 1 - Legal Proceedings...................................... 16
Item 2 - Changes in Securities.................................. 16
Item 3 - Defaults Upon Senior Securities........................ 16
Item 4 - Submission of Matters to a Vote of Security Holders.... 16
Item 5 - Other Information...................................... 16
Item 6 - Exhibits and Reports on Form 8-K....................... 16
Signatures...................................................... 18
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PART I - Financial Information
Item 1. Financial Statements (Unaudited)
M.S. Carriers, Inc.
Consolidated Balance Sheets
March 31 December 31
1999 1998
---------------------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 852,600 $ 1,465,303
Accounts receivable:
Trade, net 57,116,816 54,892,449
Officers and employees 1,565,701 1,285,890
---------------------------------------
58,682,517 56,178,339
Deferred income taxes 8,248,000 7,143,000
Prepaid expenses and other 11,896,109 9,436,180
---------------------------------------
Total current assets 79,679,226 74,222,822
Property and equipment:
Land and land improvements 8,516,387 6,804,552
Buildings 31,507,134 30,128,055
Revenue equipment 450,853,947 444,639,971
Service equipment and other 43,611,349 43,202,780
Construction in progress 1,923,955 2,421,531
---------------------------------------
536,412,772 527,196,889
Less accumulated depreciation
and amortization 133,342,141 128,045,907
---------------------------------------
403,070,631 399,150,982
Other assets 10,758,849 10,635,682
---------------------------------------
Total assets $493,508,706 $484,009,486
---------------------------------------
---------------------------------------
See accompanying notes.
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PAGE
M.S. Carriers, Inc.
Consolidated Balance Sheets (continued)
March 31 December 31
1999 1998
---------------------------------------
(Unaudited)
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $ 6,891,761 $ 14,856,055
Accrued compensation and related
costs 7,361,899 5,066,654
Accrued expenses 15,547,569 11,729,668
Claims payable 20,919,751 18,072,814
Income taxes payable 4,166,580 2,943,883
Current maturities of
long-term debt 26,754,685 27,214,227
---------------------------------------
Total current liabilities 81,642,245 79,883,301
Long-term debt, less current
maturities 145,478,920 146,595,170
Deferred income taxes 56,460,539 53,777,739
Stockholders' equity:
Common stock
Authorized shares - 20,000,000
Issued and outstanding shares -
12,283,601 at March 31, 1999 and
12,260,101 at December 31, 1998 122,836 122,601
Additional paid-in capital 65,709,092 65,269,015
Retained earnings 146,098,728 140,365,314
Cumulative other comprehensive loss (2,003,654) (2,003,654)
---------------------------------------
Total stockholders' equity 209,927,002 203,753,276
---------------------------------------
Total liabilities and stockholders'
equity $493,508,706 $484,009,486
---------------------------------------
---------------------------------------
</TABLE?
See accompanying notes.
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PAGE
M.S. Carriers, Inc.
Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31
1999 1998
--------------------------------------
Operating revenues $142,814,475 $117,203,825
Operating expenses:
Salaries, wages and benefits 44,298,115 36,455,819
Operations and maintenance 22,873,981 19,398,756
Taxes and licenses 3,687,321 2,545,722
Insurance and claims 4,800,620 5,194,804
Communications and utilities 1,673,468 1,619,945
Depreciation and amortization 14,596,866 11,347,848
Loss (gain) on disposals of revenue
equipment (813,337) 23,101
Rent and purchased transportation 38,850,777 31,583,149
Other 1,516,686 679,752
--------------------------------------
131,484,497 108,848,896
--------------------------------------
Operating income 11,329,978 8,354,929
Other expense (income):
Interest expense 2,900,620 1,637,632
Other (459,656) (197,086)
--------------------------------------
2,440,964 1,440,546
--------------------------------------
Income before income taxes 8,889,014 6,914,383
Income taxes 3,155,600 2,523,750
--------------------------------------
Net income $ 5,733,414 $ 4,390,633
--------------------------------------
--------------------------------------
Basic earnings per share $0.47 $0.36
--------------------------------------
--------------------------------------
Diluted earnings per share $0.45 $0.35
--------------------------------------
--------------------------------------
See accompanying notes.
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PAGE
M.S. Carriers, Inc.
Consolidated Statement of Stockholders' Equity (Unaudited)
Cumulative
Common Stock Paid-In Retained Other Compre-
Shares Amount Capital Earnings hensive Loss Total
-------------------------------------------------------------------------------
Balance at January
1, 1999 12,260,101 $122,601 $65,269,015 $140,365,314 $(2,003,654) $203,753,276
Net income 5,733,414 5,733,414
Exercise of employee
stock options 23,500 235 440,077 440,312
-------------------------------------------------------------------------------
Balance at March
31, 1999 12,283,601 $122,836 $65,709,092 $146,098,728 $(2,003,654) $209,927,002
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
See accompanying notes.
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PAGE
M.S. Carriers, Inc.
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31
1999 1998
------------------------------------
Operating activities
Net income $ 5,733,414 $ 4,390,633
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 14,596,866 11,347,848
Loss (gain) on disposals of revenue
equipment (813,337) 23,101
Other 34,539
Deferred income taxes 1,577,800 1,261,875
Changes in operating assets and
liabilities:
Accounts receivable (2,504,178) (2,171,140)
Current and other assets (2,583,096) (3,036,405)
Trade accounts payable (7,964,294) (247,520)
Other current liabilities 10,182,780 5,712,139
------------------------------------
Net cash provided by operating
activities 18,225,955 17,315,070
Investing activities
Purchases of property and
equipment (23,458,006) (23,866,143)
Proceeds from disposals of property
and equipment 9,538,247 11,550,501
Business acquisition (6,956,000)
------------------------------------
Net cash used in investing
activities (13,919,759) (19,271,642)
Financing activities
Net change in revolving line of
credit obligations 543,000 8,092,000
Proceeds from issuance of common stock 440,312 1,001,625
Principal payments on long-term debt
obligations (5,902,211) (5,586,946)
------------------------------------
Net cash provided by (used in)
financing activities (4,918,899) 3,506,679
------------------------------------
Increase (decrease) in cash and cash
equivalents (612,703) 1,550,107
Cash and cash equivalents at
beginning of period 1,465,303 351,919
------------------------------------
Cash and cash equivalents at end
of period $ 852,600 $ 1,902,026
------------------------------------
------------------------------------
See accompanying notes.
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PAGE
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 1999
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles 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 generally accepted accounting principles 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, 1999 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1999. 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,
1998.
2. Net Income Per Common Share
Three Months Ended
March 31
1999 1998
------------------------------
Numerator:
Net income available to common
shareholders $ 5,733,414 $ 4,390,633
------------------------------
------------------------------
Denominator:
Weighted-average shares for basic
earnings per share 12,281,246 12,239,807
Dilutive employee stock options 544,509 469,945
------------------------------
Adjusted weighted-average shares for
diluted earnings per share 12,825,755 12,709,752
------------------------------
------------------------------
Basic earnings per share $0.47 $0.36
------------------------------
------------------------------
Diluted earnings per share $0.45 $0.35
------------------------------
------------------------------
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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
1999 1998
----------------------------
(in thousands)
Operating Revenues:
Trucking $130,899 $106,194
Logistics 15,356 13,995
Intersegment eliminations (3,441) (2,985)
----------------------------
$142,814 $117,204
----------------------------
----------------------------
Operating Income:
Trucking $ 10,823 $ 7,767
Logistics 507 588
----------------------------
$ 11,330 $ 8,355
----------------------------
----------------------------
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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
1999 1998
------------------
Operating revenues 100.0% 100.0%
Operating expenses:
Salaries, wages and benefits 31.0% 31.1%
Operations and maintenance 16.0% 16.6%
Taxes and licenses 2.6% 2.2%
Insurance and claims 3.4% 4.4%
Communications and utilities 1.2% 1.4%
Depreciation and amortization 10.2% 9.7%
Loss (gain) on disposals of revenue equipment (0.6%) -
Rent and purchased transportation 27.2% 26.9%
Other 1.1% 0.6%
------------------
Total operating expenses 92.1% 92.9%
------------------
Operating income 7.9% 7.1%
Interest expense 2.0% 1.4%
Other income (0.3%) (0.2%)
------------------
Income before income taxes 6.2% 5.9%
Income taxes 2.2% 2.2%
------------------
Net income 4.0% 3.7%
------------------
------------------
Results of Operations
Operating revenues for the first three months of 1999 increased $25.6 million,
or 21.9%, to $142.8 million compared with $117.2 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 1999 increased 23.3% compared to the same period
of 1998 and logistics revenues during the first quarter of 1999 increased 9.7%
compared to the same period of 1998.
The Company's fleet increased to 3,812 tractors at March 31, 1999 from 3,405
at March 31, 1998, an increase of 407 tractors.
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The sources of the Company's operating revenues were as follows:
Three Months Ended
March 31
1999 1998
---------------------
(in thousands)
Trucking Revenues:
Domestic Irregular Route $ 82,976 $ 76,178
International Irregular Route(1) 29,710 21,164
Dedicated Route 18,213 8,852
---------------------
Total Trucking Revenues $130,899 $106,194
Logistics Revenues 15,356 13,995
Intersegment Eliminations (3,441) (2,985)
---------------------
Total Operating Revenues $142,814 $117,204
---------------------
---------------------
(1) The definition of International Irregular Route Trucking Revenues has been
changed to include loads originating or terminating at Laredo, TX,
Brownsville, TX, El Paso, TX, Nogales, AZ, San Diego, CA, and Calexico, CA.
Revenues in the International Irregular Route Trucking and the Domestic
Irregular Route Trucking categories have been restated for 1998 to conform
with this definition.
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
1999 1998
---------------------
Trucking Segment 91.7% 92.7%
Logistics Segment 96.7% 95.8%
Total Company 92.1% 92.9%
Salaries, wages and benefits were 31.0% of operating revenues for
the three month period ending March 31, 1999 compared to 31.1% for the same
period in 1998. There was relatively little change in the percentage of these
expenses to operating revenues as there was not a material difference in the
percentage of owner-operator tractors to total tractors in service during the
first quarter of 1999 compared to the first quarter of 1998. The Company had
1093 owner-operators at March 31, 1999 compared to 902 at March 31, 1998.
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PAGE
Operations and maintenance expenses decreased to 16.0% of operating revenues
for the three month period ending March 31, 1999 from 16.6% for the same
period in 1998. This decrease resulted primarily from lower fuel costs during
the first quarter of 1999.
Insurance and claims expense was 3.4% of operating revenues for the first
three months of 1999 compared to 4.4% for the same period of 1998. This
decrease was due primarily to improved accident claims experience during the
first quarter of 1999.
Depreciation and amortization was 10.2% and 9.7% of operating revenues for the
first three months of 1999 and 1998, respectively. The increase was primarily
attributable to the increased use of leased owner-operators during the first
quarter of 1999. The Company capitalizes the tractors which are leased to the
owner-operator and depreciates the same. The Company had 296 leased owner-
operators at March 31, 1999 compared to 116 at March 31, 1998.
Interest expense was $2,900,620 for the first quarter of 1999 compared to
$1,637,632 for the same period in 1998. The increase in interest expense was
due primarily from average debt outstanding being significantly higher during
the first quarter of 1999 as compared to the first quarter of 1998.
Liquidity and Capital Resources
The Company's business has required significant investment in new equipment
and office and terminal facilities. These investments have been financed
largely from cash provided by operating activities, secured and unsecured
borrowings, and unsecured credit facilities during the past three years.
During the three month period ended March 31, 1999, the Company had
expenditures, net of sales, of $13.9 million for purchases of property and
equipment. The Company funded these purchases of property and equipment
through cash on hand and cash provided by operating activities. Net cash
provided by operating activities was $18.2 million.
The Company has bank lines of credit providing for borrowings of up to $80
million, with interest at the lower of the banks' corporate prime rate or the
30-day LIBOR rate plus .45%. At March 31, 1999 there was $59.1 million
outstanding under these lines of credit. Management expects to maintain these
lines of credit for an indefinite period.
The Company expects to finance its normal operating requirements and planned
revenue equipment purchases through cash provided by operating activities, the
Company's bank lines of credit and secured borrowings. In the future, the
Company will continue to have significant capital requirements, which may
require the Company to seek additional borrowings or to access capital
markets. The availability of debt financing or equity capital will depend
upon the Company's financial condition and results of operations as well as
prevailing market conditions and other factors over which the Company has
little or no control.
-12-
Year 2000 Issues
The Company continues to assess the potential impact of the Year 2000 on the
Company's internal business systems and operations. The Company's Year 2000
initiatives include (i) testing and upgrading internal business systems and
facilities; (ii) contacting key suppliers, vendors and customers to determine
their Year 2000 compliance status; (iii) testing the interfacing of the
Company's internal information technology (IT) systems with the IT systems of
its principal customers and other third parties with whom the Company has
material relationships; and (iv) developing contingency plans.
The Company's State of Readiness
The Company has completed its initial assessment of its IT systems for Year
2000 compliance. During this assessment, the Company identified certain
software applications that will have to be modified or updated for IT systems
to be Year 2000 compliant. The Company has obtained or will obtain such
modifications and updates. Based upon its initial assessment, the Company
believes that substantially all of its critical IT systems are Year 2000
compliant. The Company anticipates all critical IT systems will be Year 2000
compliant by July 31, 1999. The Company will continue periodic testing and
verification that its critical IT systems are Year 2000 compliant.
The Company has also assessed and identified embedded technology contained in
the Company's non-IT systems. As part of the Company's review of its Year
2000 issues, the Company is obtaining verification of the Year 2000 readiness
of this imbedded technology from its vendors and suppliers. As part of the
effort, the Company has developed and is distributing questionnaires relating
to Year 2000 compliance to its significant suppliers and vendors. The Company
intends to follow-up and monitor the Year 2000 compliance progress of its
significant suppliers and vendors.
During the first quarter of 1999, the Company commenced testing the
interfacing of the Company's IT systems with the IT systems of certain of its
principal customers and other third parties with whom the Company has material
relationships. The Company will continue this testing in an effort to
minimize operating disruptions due to Year 2000 issues. At present, the
Company has not identified any material customer or vendor which will not be
Year 2000 compliant.
Estimated Costs to Address Year 2000 Issues
To date, costs incurred in connection with Year 2000 issues have not been
material. Management estimates that the total Year 2000 project costs will
not have a material impact on the Company's results of operation, liquidity or
financial condition. Except for expenditures for capital items, Year 2000
project costs are being expensed and are funded through cash from operations.
The Company has not yet deferred any IT project due to its Year 2000 efforts.
-13-
Risks of the Company's Year 2000 Issues
Virtually every aspect of the Company's trucking and logistics operations
might be disrupted if the Company's systems or the systems of the Company's
material customers, suppliers or vendors are not Year 2000 compliant. While
the Company is attempting to minimize any negative consequences arising from
Year 2000 issues, there can be no assurance that Year 2000 issues will not
have a material adverse impact on the Company's business, operations or
financial condition. Moreover, while the Company expects that upgrades to its
IT systems will be completed in a timely manner, there can be no assurances
that the Company will not encounter unexpected costs or delays. Further, if
any of the Company's significant customers, suppliers or vendors experience
business disruptions due to Year 2000 issues, the Company might be adversely
affected. At present, the Company is not able to determine whether there
would be a material impact on the Company's results of operations, liquidity
or financial condition if the Company's material customers and vendors are not
Year 2000 compliant.
Contingency Plans
The Company will formulate a specific contingency plan at that point in time
when the Company does not believe that a material customer, supplier or vendor
will be Year 2000 compliant. As the Company anticipates that all its material
customers, suppliers and vendors will be Year 2000 compliant, the Company has
not yet established a specific contingency plan. However, as a general
precaution, the Company has documented manual procedures to be implemented if
the IT systems of certain of its material customers, suppliers or vendors
fail.
Forward-Looking Statements
Certain statements and information included herein constitute "forward-looking
statements" within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things,
the ability to develop and implement operational and financial systems to
manage growing operations; the ability to acquire and integrate businesses and
the risks associated with such businesses; the ability to obtain financing on
acceptable terms to finance the Company's operations and growth; competition
within the industry; the ability to attract and retain quality drivers, and
other factors contained in the Company's filings with the Securities and
Exchange Commission.
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PAGE
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, 1999, the
fair value of the Company's total long-term debt is approximately $172
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 $570,000 at March 31,
1999.
At March 31, 1999, the Company had $98.8 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, 1999 rates for the next twelve
months, the increase in interest expense would be approximately $142,000. 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, 1999.
Commodity Derivative Product Exposure
The Company has market exposure to changing diesel fuel prices. The Company's
policy is to manage fuel price exposure through the use of a combination of
spot price purchases, fixed price contracts from vendors and commodity
derivative products. Currently, the Company has entered into fuel price swaps
which convert floating spot fuel prices to fixed fuel prices for a notional
amount of 800,000 gallons per month through March 31, 2000 (which represents
approximately 18% of fuel consumed by Company owned fleet operations at the
current capacity and fleet configuration). If the fuel index on which these
derivatives are based were to decrease ten percent from its March 31, 1999
level for the next twelve months, the Company would have an increase in fuel
expense of $347,000 as a result of the fuel price swaps on the notional
800,000 gallons per month.
-15-
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 1999.
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 Page Number or Incorporation
Number Description By Reference
3(i).1 Restated Charter of M.S. Carriers, Incorporated by reference from
Inc. exhibits to the registrant's
Registration Statement on Form
S-1 (Registration Number
33-12070).
-16-
PAGE
3(i).2 Articles of Amendment to Charter Incorporated by reference from
of M.S. Carriers, Inc. exhibits to the registrant's
Registration Statement on Form
S-3 (Registration Number
33-63280).
3(ii) Amended and Restated By-Laws of M.S. Incorporated by reference from
Carriers, Inc. exhibits to the registrant's
Registration Statement on
Form S-3 (Registration Number
33-63280).
10.1 Incentive Stock Option Plan Incorporated by reference from
exhibits to the registrant's
Registration Statement on
Form S-1 (Registration Number
33-12070).
10.2 Amendment to Incentive Stock Option Incorporated by reference from
Plan exhibits to the registrant's
Registration Statement on
Form S-1 (Registration Number
33-12070).
10.3 1993 Stock Option Plan Incorporated by reference from
exhibits to the registrant's
Registration Statement on
Form S-3 (Registration Number
33-63280).
10.4 Non-Employee Directors Stock Option Incorporated by reference
Plan from registrant's Proxy
Statement dated March 31,
1995.
10.5 Employment Agreements with James W. Incorporated by reference
Welch, M.J. Barrow and Robert P. from exhibits to the
Hurt registrant's Statement on
Form S-1 (Registration
Number 33-12070).
10.6 Employment Agreement with Michael S. Incorporated by reference
Starnes from exhibits to the
registrant's 2nd Quarter
1995 Form 10-Q.
10.7 1996 Stock Option Plan Incorporated by reference
from registrant's Proxy
Statement dated April 4,
1996
-17-
PAGE
27 Financial Data Schedule NOT INCLUDED WITH PAPER FILING
(b) The Company did not file any reports on Form 8-K during the three
months ended March 31, 1999.
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 17, 1999
/s/ Dwight M. Bassett
Dwight M. Bassett
Vice President
(Chief Accounting Officer of the
Company)
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