SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 2001
SIMON TRANSPORTATION SERVICES INC.
(Exact name of registrant as specified in its charter)
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Nevada 0-27208 87-0545608
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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5175 West 2100 South, West Valley City, Utah 84123
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 924-7000
N/A
(Former name or former address, if changed since last report.)
ITEM 2. Acquisition or Disposition of Assets
Simon Transportation Services Inc., a Nevada corporation ("Parent"), is
the reporting company under this Form 8-K. On January 22, 2001, Dick Simon
Trucking, Inc., a Utah corporation and wholly-owned subsidiary of Parent
("Simon"), completed its acquisition of a portion of the trucking assets of
Westway Express, Inc., an Indiana corporation ("Westway"), pursuant to that
certain Agreement dated December 15, 2000, by and among Simon, Westway,
WesternWay Holdings Co., a Colorado corporation and the sole stockholder of
Westway ("WesternWay"), and Jerry D. McMorris ("McMorris") (the "Agreement"), as
amended January 22, 2001, by the First Amendment to the Agreement (the "First
Amendment").
Westway's headquarters are located in Commerce City, Colorado, and it
has an additional major terminal facility in Albuquerque, New Mexico. During
2000, Westway operated approximately 375 company tractors, 76 tractors supplied
by independent contractors, and 705 53-foot temperature-controlled trailers.
Under the terms of the Agreement and First Amendment, Simon, at closing
and during the one year thereafter, will make aggregate payments to Westway of
approximately $1.7 million for Westway's services in assisting Simon in hiring
drivers, for 59 Qualcomm units, and miscellaneous assets. Simon will purchase up
to an additional 466 Qualcomm units at $1,200/unit post-closing if such units
have software upgrades and are functioning properly. Simon refinanced with
existing lessors approximately 234 tractors and 264 temperature-controlled
trailers and assumed leases for terminal facilities in Commerce City, Colorado
through December 31, 2001; Albuquerque, New Mexico through June 30, 2001; and
Charlotte, North Carolina on a month-to-month basis. The remaining tractors,
trailers, terminal facilities, and miscellaneous assets, as well as accounts
receivable, were retained by Westway.
Westway, WesternWay, and McMorris are prohibited for a period of five
years from the date of closing from competing in the interstate and/or
intrastate dry van and refrigerated transportation of freight, as well as those
brokerage, intermodal, logistics, and freight consolidation activities involving
refrigerated or dry van truckload or less-than-truckload transportation;
provided, however, McMorris has limited rights to own, operate, and dispose of
SLT Express, Inc. No consideration separate from the Agreement itself is
allocated to the noncompetition undertakings.
The assets acquired from Westway were used primarily for the interstate
temperature-controlled transportation of freight, and Simon intends to integrate
the acquired assets into its operations. Simon is a truckload carrier providing
nationwide, predominantly temperature-controlled transportation services for
major shippers.
Simon funded the acquisition consideration paid at closing, and will
fund the deferred payments, with working capital and borrowings under its
existing credit line with U.S. Bank National Association. The consideration
exchanged was determined through arms'-length negotiations. There is no material
relationship between Westway or its affiliates and Parent, Simon, or their
affiliates, any director or officer of Parent, or any associate of any such
director or officer.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Agreement and the First Amendment,
which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are
incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(a) and (b)
To the extent required, the registrant will file the financial
statements and pro forma financial statements of the business acquired pursuant
to Item 7 of Form 8-K no later than February 13, 2001.
(c) Exhibits.
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Exhibit Description
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2.1 Agreement dated December 15, 2000, by and among Dick Simon Trucking, Inc., Westway
Express, Inc., WesternWay Holdings Co., and Jerry D. McMorris*
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2.2 First Amendment to Asset Purchase Agreement dated January 22, 2001, by and among Dick
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23 Consent of Independent Public Accountants #
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99.1 Press Release issued by Parent dated December 18, 2000.
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99.2 Press Release issued by Parent dated January 23, 2001.
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* All of the schedules and exhibits have been omitted. Parent hereby
agrees to furnish supplementally to the Commission a copy of any
schedule or exhibit omitted upon the Commission's request.
# To be filed by amendment.
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.
SIMON TRANSPORTATION SERVICES INC.
Date: February 5, 2001 By: /s/ Alban B. Lang
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Alban B. Lang, Chief Financial Officer,
Treasurer, and Secretary