UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 22, 2007
Date of report (Date of earliest event reported)
SMITHWAY MOTOR XPRESS CORP.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 000-20793 42-1433844
(State of Incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
2031 QUAIL AVENUE,
FORT DODGE, IOWA 50501
(Address of Principal Executive Offices) (Zip Code)
(515) 576-7418
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 22, 2007, Smithway Motor Xpress Corp., a Nevada corporation (the
"Company"), Western Express, Inc., a Tennessee corporation ("Buyer"), and
Western Express Acquisition Corporation, a Nevada corporation ("Sub"), entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger of Sub with and into the Company with the Company surviving as a
wholly-owned subsidiary of Buyer (the "Merger"). Pursuant to the Merger
Agreement, at the effective time of the Merger, each outstanding share of the
common stock of the Company, par value $.01 per share (the "Shares"), will be
converted into and represent the right to receive $10.63 in cash. The Merger
Agreement has been approved by the respective Boards of Directors of the Company
and Buyer and the transactions contemplated thereby are subject to the approval
of the Company's stockholders.
A copy of the Merger Agreement is attached to this report as Exhibit 2.1.
The Merger Agreement is incorporated herein by reference. The foregoing
descriptions of the Merger and the Merger Agreement and the transactions
contemplated thereby do not purport to be complete and are qualified in their
entirety by reference to the complete texts of the Merger Agreement.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 22, 2007, we reported our financial results for our fiscal quarter
and year ended December 31, 2006. This press release is furnished as Exhibit
99.1 hereto. In the press release, we provide operating revenue and operating
ratio excluding fuel surcharge revenue. These measures are not in accordance
with, or an alternative for, generally accepted accounting principles and may be
different from operating revenue and operating ratios used by other companies.
We believe that the presentation of these measures provide useful information to
investors regarding business trends relating to our financial condition and
results of ongoing operations. In the press release, we also provide net
earnings and operating ratio net of the fourth quarter expense related to an
uninsured loss incurred in connection with the settlement of litigation. These
measures are not in accordance with, or an alternative for, generally accepted
accounting principles and may be different from net earnings and operating
ratios used by other companies. We believe that the presentation of net earnings
and operating ratio net of the expense for this uninsured loss provides useful
information to investors regarding our operating performance between periods.
ITEM 8.01 OTHER EVENTS.
On March 22, 2007, the Company issued a press release announcing the
signing of the Merger Agreement, a copy of which is attached to this report as
Exhibit 99.1. On March 22, 2007, the Company also distributed a letter to its
employees announcing the pending acquisition of the Company by Buyer. A copy of
this letter is attached to this report as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of March 22, 2007, among Smithway
Motor Xpress Corp., Western Express, Inc., and Western Express Acquisition
Corporation
The Company hereby agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the Commission upon request.
99.1 Press Release dated March 22, 2007
99.2 Letter to Employees
AVAILABILITY OF PROXY STATEMENT
All of the stockholders of the Company should read the proxy statement
concerning the acquisition by Buyer that the Company will file with the SEC and
mail to its stockholders. The proxy statement will contain important information
that you should consider before making any decision regarding the acquisition.
You will be able to obtain the proxy statement, as well as other filings
containing information about the Company, without charge, at the SEC's web site
located at www.sec.gov. Copies of the proxy statement and the Company's SEC
filings that will be incorporated by reference in the proxy statement will also
be obtainable, without charge, from the Company's web site at www.smxc.com or
from Smithway Motor Xpress Corp., 2031 Quail Avenue, Fort Dodge, Iowa 50501,
Attention: Corporate Secretary.
INFORMATION CONCERNING PARTICIPANTS
The Company, its directors, and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders to approve the acquisition by Buyer. Please refer to the Company's
definitive proxy statement when it becomes available for a discussion of all
interests, direct or indirect, by security holdings or otherwise, of such
persons in the Company.
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Except for historical information contained herein, the statements
contained in this report and its exhibits may constitute forward-looking
information, usually identified by words such as "anticipates," "believes,"
"estimates," "projects," "plans," "expects," or similar expressions. These
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are based upon the
current beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in forward-looking statements. The following factors, among others, could
cause actual results to differ materially from those in forward-looking
statements: failure of the proposed acquisition of the Company to close on a
timely basis or at all as a result of unsatisfied closing conditions or other
factors; failure to sustain operating profitability, which could result in
violation of bank covenants and acceleration of indebtedness at several
financial institutions; the ability to obtain financing on acceptable terms, and
obtain waivers and amendments to current financing in the event of default;
economic recessions or downturns in customers' business cycles; excessive
increases in capacity within truckload markets; surplus inventories; decreased
demand for transportation services offered by the Company; increases or rapid
fluctuations in inflation, interest rates, fuel prices, and fuel hedging; the
availability and costs of attracting and retaining qualified drivers and
owner-operators; increases in insurance premiums and deductible amounts, or
changes in excess coverage, relating to accident, cargo, workers' compensation,
health, and other claims; the resale value of used
equipment and prices of new equipment; seasonal factors such as harsh weather
conditions that increase operating costs; regulatory requirements that increase
costs and decrease efficiency, including emissions standards and
hours-of-service regulations; changes in management; and the ability to
negotiate, consummate, and integrate acquisitions. Readers should review and
consider the various disclosures made by the Company in this press release,
stockholder reports, and in its Forms 10-K, 10-Q, and other public filings. The
Company disclaims any obligation to update or alter its forward-looking
statements whether as a result of new information, future events, or otherwise.
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 hereunto duly authorized.
SMITHWAY MOTOR XPRESS CORP.
Date: March 23, 2007 /s/ G. Larry Owens
----------------------------------------
G. Larry Owens
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
- ------- ------------------------------------ --------------------
2.1 Agreement and Plan of Merger, dated Filed Electronically
as of March 22, 2007, among Smithway
Motor Xpress Corp., Western Express,
Inc., and Western Express
Acquisition Corporation
99.1 Press Release dated March 22, 2007 Filed Electronically
99.2 Letter to Employees Filed Electronically