Filed by Swift Transportation Co., Inc.
Commission File No. 0-18605
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: M.S. Carriers, Inc.
Commission File No. 0-14781
Date: March 13, 2000
Certain information in this filing consists of forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements concerning Swift's future
growth, Swift's projected revenues in 2003, Swift's ability to recruit and train
qualified drivers, Swift's low operational costs, the benefits of Swift's
terminal network, including fuel cost savings, Swift's use of guaranteed return
agreements to lessen the impact of the declining used truck market, Swift's use
of surcharges to lessen the impact of fuel price increases, the anticipated
closing of the acquisition of M.S. Carriers in the second quarter of 2001, the
integration of Swift and M.S. Carriers by January 2002, revenue synergies from
cross-selling and growth in international business expected to result from the
acquisition of M.S. Carriers, Swift's ability to address low freight demand by
increasing business volume with existing customers and cross-selling to
customers of M.S. Carriers, the acceleration of cost synergies associated with
the acquisition of M.S. Carriers to 2002, savings in health and liability
insurance expenses expected to result from the acquisition of M.S. Carriers, and
future opportunities for well-capitalized trucking companies, including the
elimination of competitors, the elimination of excess capacity, and increased
driver availability.
Such forward-looking statements are based upon the current beliefs and
expectations of Swift's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements. As to Swift's business and financial performance
generally, the following factors, among others, could cause actual results to
differ materially from those in forward-looking statements: excess capacity in
the trucking industry; significant increases or rapid fluctuations in fuel
prices, interest rates, fuel taxes, tolls, license and registration fees,
insurance premiums, and driver compensation, to the extent not offset by
increases in freight rates or fuel surcharges; an unanticipated number of claims
for which Swift is self-insured; difficulty in attracting and retaining
qualified drivers and owner operators, especially in light of the current
shortage of qualified drivers and owner operators; recessionary economic cycles
and downturns in customers' business cycles, particularly in market segments and
industries (such as retail and manufacturing) in which Swift has a significant
concentration of customers; a significant reduction in or termination of the
Company's trucking services by a key customer; seasonal factors such as harsh
weather conditions that increase operating costs; the inability of Swift to
continue to secure acceptable financing arrangements; and the ability of Swift
to continue to identify and combine acquisition candidates that will result in
successful combinations. With respect to the proposed acquisition of M.S.
Carriers, these risks and uncertainties include, but are not limited to, the
following: the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; the failure of Swift's and M.S. Carriers'
stockholders to approve the merger; the risk that the businesses will not be
integrated successfully; the risk that the revenue and other synergies and cost
savings from the merger may not be fully realized or may take longer to realize
than expected; fluctuating stock market levels that could cause Swift's stock
value to be less than the current Swift or M.S. Carriers stock value; the
difficulty the stock market may have in valuing the business model of the
combined company; and disruption from the merger making it more difficult to
maintain relationships with customers, employees, or suppliers.
A discussion of these and other factors that could cause Swift's and M.S.
Carriers results to differ materially from those described in the
forward-looking statements can be found in the most recent Annual Reports on
Forms 10-K of Swift and M.S. Carriers, filed with the Securities and Exchange
Commission and available at the Securities and Exchange Commission's internet
site (http://www.sec.gov).
The proposed merger transaction between Swift and M.S. Carriers will be
submitted to the companies' stockholders for their consideration. Swift will
file a registration statement on Form S-4 that will include a joint proxy
statement/prospectus. Stockholders should read the joint proxy
statement/prospectus regarding the proposed transaction that will be filed with
the SEC and mailed to stockholders. The joint proxy statement/prospectus will
contain important information that stockholders should consider. Stockholders
will be able to obtain a free copy of the joint proxy statement/prospectus, as
well as other filings containing information about Swift and M.S. Carriers,
without charge, at the SEC's internet site (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the SEC filings that will be incorporated
by reference in the joint proxy statement/prospectus can also be obtained,
without charge, by directing a request to: Swift Transportation Co., Inc., 2200
South 75th Avenue, Phoenix, AZ 85043, Attention: Chief Financial Officer
(602-269-9700). Swift and M.S. Carriers and certain other persons named below
may be deemed to be participants in the solicitation of proxies of Swift's and
M.S. Carriers' stockholders to approve the transaction. The participants in this
solicitation may include the directors and executive officers of Swift and M.S.
Carriers. A detailed list of the names and interests of Swift's directors and
officers is contained in Swift's proxy statement for its 2000 annual meeting,
and a detailed list of the names and interests of M.S. Carriers' directors and
officers is contained in M.S. Carriers' proxy statement for its 2000 annual
meeting.
As of the date of this communication, none of the foregoing participants
individually beneficially owns in excess of 5% of Swift's common stock, or 5% of
M.S. Carriers' common stock, except that Jerry Moyes, CEO of Swift beneficially
owns more than 5% of the common stock of Swift and Michael S. Starnes, CEO of
M.S. Carriers, beneficially owns more than 5% of the common stock of M.S.
Carriers. Certain employees of M.S. Carriers, including participants, may
receive accelerated vesting of their stock options in connection with the merger
in accordance with their existing stock option agreements. In addition, certain
officers of M.S. Carriers, as a condition to the closing of the merger, will
enter into employment agreements that will become effective upon completion of
the merger. A description of the employment agreements will be contained in the
joint proxy statement/prospectus.
The communication filed herewith is a slide presentation that Swift intends
to utilize in meetings with investors, stockholders and analysts.
SLIDE PRESENTATION OF SWIFT TRANSPORTATION CO., INC.
SLIDE 1
Swift Transportation
SLIDE 2
$2.5 Billion in 2003 (Projected Revenues)
SLIDE 3
Critical Components Of The Plan
* Drivers
* Sales
* Facilities
* Management Team
* Capital
* Information Systems
SLIDE 4
Competitive Strengths
* "Broken record"
* Ability to recruit and train qualified drivers
* Low operational cost
* Motivated sales force
* Terminal network promotes entrepreneurial spirit
SLIDE 5
Swift Game Plan 2000
No "Hail Mary" Passes, Just Simple Blocking and Tackling
[Slide contains football graphics]
SLIDE 6
Swift Has An Abundance of Growth Opportunities
* Growth with Existing Accounts
* Growth with New Accounts
* Private Fleet Outsourcing
* Opportunistic Acquisitions
SLIDE 7
Growth In Customer Revenues
2000 vs. 1999
-------------
Top 5 Customers +26.5%
6-10 Customers +12.3%
11-15 Customer +55.6%
16-25 Customers +35.1%
26-50 Customers +37.8%
Top 50 In Total +23.8%
SLIDE 8
Mix of Top 50 Customers: Year 2000
Retailers: 46.2%
Manufacturing 19.1%
Paper Products 14.2%
Grocery Products 10.7%
Logistics 7.5%
Building Materials 1.0%
Beverage & Beverage Container 1.4%
SLIDE 9
Swift Provides Regional Service On A Nationwide Basis
[Slide contains a map indicating the Swift terminal locations.]
SLIDE 10
Swift's Terminal Network Enables . . . .
* Local Market Presence
* Rapid Response to Changing Customer Needs
* "Core Carrier" Trucking Services to Multi-Regional and
National Shippers
* Enhanced Driver Recruitment and Retention
* Reduced Fuel Costs
* Expedited Maintenance
SLIDE 11
Financial Review
[Slide contains graphics of a Swift tractor-trailer.]
SLIDE 12
Heating Oil Futures
Dollars Per Barrel (As of February 1, 2001)
[Heating Oil Futures are standardized, transferable, exchange-traded contracts
that require the delivery of diesel fuel at a fixed price on a specified future
date. Heating Oil Futures are used by some diesel fuel purchasers as risk
management vehicles to limit their exposure to future increases in the price of
diesel fuel.]
March 2001 $0.8224
April 2001 $0.7936
May 2001 $0.7696
June 2001 $0.7551
July 2001 $0.7486
August 2001 $0.7481
September 2001 $0.7526
October 2001 $0.7571
November 2001 $0.7616
December 2001 $0.7656
January 2002 $0.7636
February 2002 $0.7521
March 2002 $0.7286
April 2002 $0.7046
May 2002 $0.6811
June 2002 $0.6681
SLIDE 13
National Fuel Index
[The National Fuel Index is a measure of the average price (in dollars per
gallon) of diesel fuel in the United States. This slide contains a bar graph
that illustrates fluctuations in the National Fuel Index from slightly under 1
in January 1999 to slightly below 1.6 in December 2000.]
SLIDE 14
4th Quarter & Year
10-1 to 12-31, 10-1 to 12-31, 1-1 to 12-31, 1-1 to 12-31,
2000* 1999* % change 2000* 1999 % change
----- ----- -------- ----- ---- --------
Revenues $330.0 $284.3 +16.1% $1,258.7 $1,016.2 +18.6%
Operating Income $20.1 $30.7 $99.7 $116.4
Net Earnings $10.1 $18.5 $52.6 $66.8
Earnings Per
Share $.16 $.28 $.82 $1.02
Operating Ratio 93.9% 89.2% 92.1% 89.0%
*Unaudited
SLIDE 15
Revenues
In Millions
23.4% Compound Annual Growth Rate
1991 $ 190
1992 $ 233
1993 $ 277
1994 $ 366
1995 $ 458
1996 $ 562
1997 $ 714
1998 $ 873
1999 $1,061
2000* $1,259
*Unaudited
SLIDE 16
Revenue Growth
1990-91 21.8%
1991-92 22.6%
1992-93 18.7%
1993-94 32.1%
1994-95 25.2%
1995-96 22.7%
1996-97 26.9%
1997-98 22.4%
1998-99 21.5%
1999-2000* 18.6%
*Unaudited
SLIDE 17
Net Earnings
In Millions
1991 $ 6.5
1992 $ 9.8
1993 $12.3
1994 $22.6
1995 $23.0
1996 $27.4
1997 $41.6
1998 $55.5
1999 $66.8
2000* $52.6
*Unaudited
SLIDE 18
Earnings Per Share
In Dollars
1st Quarter*
1996 .04
1997 .10
1998 .14
1999 .19
2000 .17
2nd Quarter*
1996 .12
1997 .16
1998 .21
1999 .27
2000 .26
3rd Quarter*
1996 .16
1997 .20
1998 .24
1999 .29
2000 .24
4th Quarter*
1996 .15
1997 .18
1998 .25
1999 .28
2000 .16
Yearly Total
1996 .47
1997 .64
1998 .85
1999 1.02
2000* .82
*Unaudited
SLIDE 19
Operating Ratio
As of 12/31 except as noted
1991 93.1
1992 92.2
1993 92.1
1994 88.8
1995 89.9
1996 90.5
1997 89.6
1998 88.7
1999 89.0
2000* 92.1
*Unaudited
SLIDE 20
Debt To Total Capitalization
As of 12/31 Except As Noted, Including Operating Line
1993 28.1%
1994 45.7%
1995 40.5%
1996 18.3%
1997 22.6%
1998 30.5%
1999 30.0%
2000* 39.6%
*Unaudited
SLIDE 21
Strong Financial Position
In Millions
As of December 31, 2000
Total Debt (Including Operating Line)* $286.6
Equity* $436.7
Total Capitalization* $723.3
Debt to Capital Ratio* 39.6%
*Unaudited
SLIDE 22
Our Mission
Our fundamental objective is to provide Total Satisfaction to our
employees, customers and shareholders.
Our Goal . . .Continuous Improvement
SLIDE 23
Our Pillars Of Success
* Customers
* Employees
* Safety
* Equipment
* Financial Stability
SLIDE 24
[This slide contains graphics of a scale with a person outweighing
tractor-trailers.]
SLIDE 25
New Truck Orders
January 1999 9,731
February 1999 26,078
March 1999 30,051
April 1999 20,312
May 1999 24,163
June 1999 26,019
July 1999 19,202
August 1999 16,450
September 1999 18,706
October 1999 17,117
November 1999 16,618
December 1999 10,956
January 2000 17,643
February 2000 13,699
March 2000 11,565
April 2000 11,500
May 2000 9,942
June 2000 14,172
July 2000 8,736
August 2000 11,850
September 2000 11,302
October 2000 9,844
November 2000 8,422
December 2000 9,902
SLIDE 26
Industry Challenges
* Economy
a. Consumer Confidence
b. Disposable Income
* Fuel
* Drivers
* Used Truck Values
* Insurance
SLIDE 27
[This slide contains an article written by Howard S. Abramson entitled "Trucking
Faces Upheaval From Used Truck Glut, Hebe Says". The article was printed in the
January 29, 2001 edition of TRANSPORT TOPICS.]
SLIDE 28
[Abramson, Howard. "Trucking Faces Upheaval From Used Truck Glut, Hebe Says."
TRANSPORT TOPICS. January 29, 2001. (Continued).]
SLIDE 29
The Swift Advantage
Industry Challenge Swift Advantage
------------------ ---------------
Freight Demand growth with existing customers and
cross selling MSCA Customers
Used Truck Market guarantee return agreements
Fuel Prices terminal fuel: $.05 to $.08 per gallon
cheaper and strong surcharge program
Credit Squeeze strong balance sheet
Insurance significant savings for health and
liability following combination with
MSCA
SLIDE 30
Pending MSCA Merger*
* Closing anticipated last of Q2
* Integration faster than expected: 1/1/02
* Revenue synergies remain intact from cross-selling and
growth in international business
* Cost synergies accelerated to 2002
* Transplace ownership 30% (pre-employee dilution)
*Subject to conditions, including Hart-Scott-Rodino and stockholder approval
SLIDE 31
State of the Industry
* Tough Trucking
* Record Trucking Company Failures
* Expecting Depressed 1H 2001 earnings
* Opportunity for Well-capitalized survivors:
- Eliminate competitors
- Eliminate excess capacity of trucks from market
- Increase driver availability
SLIDE 32
Swift Transportation