OFFER TO PURCHASE
ALL OUTSTANDING CLASS A AND CLASS B COMMON SHARES
OF
SIMON TRANSPORTATION SERVICES INC.
AT
$7.00 NET CASH PER SHARE
BY
JERRY MOYES
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON
JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
May 23, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies, and Other Nominees:
We have been appointed by Jerry Moyes (the "Purchaser"), to act as
Information Agent in connection with the Purchaser's offer to purchase all
outstanding shares of Class A Common Stock, $.01 par value (the "Class A
Common Shares") and Class B Common Stock, $.01 par value (the "Class B Common
Shares" and, together with the Class A Common Shares, the "Shares"), of Simon
Transportation Services Inc., a Nevada corporation (the "Company"), at a price
of $7.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the offer to purchase,
dated May 23, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) a number of Shares which, when added to the Shares deemed
to be beneficially owned by Purchaser and certain persons affiliated with him,
represents at least a majority of the total voting power of the Shares
outstanding on the date Shares are accepted for payment. The Offer is also
subject to other conditions set forth in the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. The Offer to Purchase, dated May 23, 2000;
2. The Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares;
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing such Shares (the "Share Certificates") and all
other required documents cannot be delivered to the Depositary (as defined
below), or if the procedures for book-entry transfer cannot be completed,
by the Expiration Date (as defined in the Offer to Purchase);
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding; and
6. A return envelope addressed to the Depositary.
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Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will accept for payment, and will pay
for the Shares validly tendered prior to the Expiration Date and not
theretofore properly withdrawn when, as, and if Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance of such Shares
for payment pursuant to the Offer. In all cases, payment for Shares purchased
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the Share Certificates, or a Book-Entry Confirmation (as defined in the
Offer to Purchase) pursuant to the procedures set forth in Section 2 of the
Offer to Purchase, or confirmation of surrender of Shares through DTC's
Automated Tender Offer Program ("ATOP"), (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined in Section 2 of the
Offer to Purchase), in the case of a book-entry transfer or tender pursuant to
ATOP procedures, and (iii) any other documents required by the Letter of
Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Information Agent and the Depositary as
described in Section 16 of the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. The Purchaser will,
however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding the enclosed materials to your clients.
The Purchaser will pay any stock transfer taxes applicable to his purchase
of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of
Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., EASTERN TIME, ON JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer of Shares, and any other required documents, should be sent to the
Depositary, and certificates evidencing the tendered Shares should be
delivered or such Shares should be tendered by book-entry transfer or in
accordance with DTC's ATOP procedures, all in accordance with the Instructions
set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender Shares, but it is impracticable for
them to forward their Share Certificates or other required documents to the
Depositary prior to the Expiration Date or to comply with the procedures for
book-entry transfer or ATOP prior to the Expiration Date, a tender may be
effected by following the guaranteed delivery procedures specified under
Section 2 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
MacKenzie Partners, Inc., the Information Agent, at its respective address and
telephone number set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained by calling
MacKenzie Partners, Inc., the Information Agent, collect at (212) 929-5500 or
toll-free at (800) 322-2885, or from brokers, dealers, commercial banks, or
trust companies.
Very truly yours,
MacKenzie Partners, Inc.
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE PURCHASER, THE COMPANY, THE INFORMATION AGENT,
THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED THEREIN.
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