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
SWIFT TRANSPORTATION CO., INC.
ANNOUNCES FIRST QUARTER EXPECTATIONS
Phoenix, AZ - March 13, 2001 -- Swift Transportation Co., Inc. (NASDAQ-NMS:
SWFT) announced that it anticipates earnings for the quarter ended March 31,
2001 will be at least $0.10 less than the mean estimate of the eleven analysts
currently following the Company, which Swift believes to be $0.12 per share.
Jerry Moyes, Chairman and Chief Executive Officer, said, "As previously
announced in February, we expected Swift's financial results for the first
quarter to fall short of published analysts' expectations and we are
experiencing perhaps the weakest first quarter freight demand since Swift became
a public company in 1990. We saw a drop in the volume of shipments originating
from the west coast in January and February and this trend is continuing in
March. This situation, coupled with a reduced freight volume from the
southeastern states, has created this earnings shortfall.
On a positive note, we continue to see improvements in driver retention and
recruitment and have experienced a moderation in fuel prices, which had reached
record highs in the last half of 2000. We are also moving ahead with the process
of completing our merger with M.S. Carriers and expect to close in the second
quarter. We are pleased with the synergies being identified. For example, we
estimate a $400,000 annual savings on the forty fastest moving repair parts.
Also, we expect the conversion of the M.S. Carriers fleet to the Swift ratio of
80% bulk fueling will reduce their annual fuel cost by approximately $2.5
million. Finally, we believe we can accelerate our integration plan so that our
operations will be combined by the first quarter of 2002."
Swift is the holding company for Swift Transportation Co., Inc., a truckload
carrier headquartered in Phoenix, Arizona. Swift is the third largest publicly
held national truckload carrier in the United States with regional operations
throughout the continental United States.
This news release contains statements that may constitute forward-looking
statements, usually identified by words such as "anticipates," "believes,"
"estimates," "projects," "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 include, but are not limited to, statements
concerning Swift's projected earnings and financial performance, recent trends
in freight demand, Swift's ability to recruit and train qualified drivers,
anticipated fuel prices, the proposed acquisition of M.S. Carriers, expected
synergies and forecasts regarding the integration of M.S. Carriers' operations
with Swift's, and other information. Such 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; 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; seasonal factors such as harsh weather
conditions that increase operating costs; increases in driver compensation to
the extent not offset by increases in freight rates; the inability of Swift to
continue to secure acceptable financing arrangements; the ability of Swift to
continue to identify and combine acquisition candidates that will result in
successful combinations; an unanticipated increase in the number of claims for
which Swift is self insured; competition from trucking, rail and intermodal
competitors; and a significant reduction in or termination of Swift's trucking
services by a key customer. With respect to the proposed acquisition of M.S.
Carriers, these risks and uncertainties include: 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 or that integration
costs will exceed our estimates; 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; 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 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). Swift
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Further, nothing herein shall constitute adoption or approval of any analyst
report regarding Swift, nor any undertaking to update or comment upon analysts'
expectations in the future.
The proposed merger with M.S. Carriers will be submitted to Swift's and M.S.
Carriers' 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.
This press release is being filed with the SEC pursuant to Rule 425 under the
Securities Act of 1933.
Contact: Jerry Moyes, President, or Bill Riley, CFO of
Swift Transportation Co., Inc.
(602) 269-9700