SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 3 - Final Amendment)*
SIMON TRANSPORTATION SERVICES INC.
(Name of Subject Company (issuer))
JERRY MOYES (Offeror)
(Names of Filing Persons (identifying status as offeror, issuer
or other person))
CLASS A COMMON SHARES, $0.01 Par Value
CLASS B COMMON SHARES, $0.01 Par Value
(Title of Class of Securities)
828813105
(CUSIP Number of Class of Securities)
Jerry Moyes
2200 South 75th Avenue
Phoenix, Arizona 85043
(623) 269-9700
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
With a Copy to:
Earl H. Scudder, Esq.
Scudder Law Firm, P.C.
411 South 13th Street
Lincoln, Nebraska 68508
(402) 435-3223
Calculation of Filing Fee
- ------------------------------------- ------------------------------------------
Transaction valuation* Amount of filing fee
- ------------------------------------- ------------------------------------------
- ------------------------------------- ------------------------------------------
$36,830,913 $7,367
- ------------------------------------- ------------------------------------------
*Estimated for purposes of calculating the amount of the filing fee only.
The filing fee calculation assumes the purchase of all outstanding shares
of Class A Common Stock, par value $.01 (the "Class A Common Shares") and
Class B Common Stock, par value $.01 (the "Class B Common Shares" and
together with Class A Common Shares, the "Shares") of Simon Transportation
Services Inc., a Nevada corporation (the "Company"), other than the 848,550
Shares deemed to be beneficially owned by the Filing Person and certain
persons affiliated with him, at $7.00 per Share net to
the seller in cash. According to the Company's Form 10-Q for the quarter
ended December 31, 1999, there were 5,196,358 Class A Common Shares
(including the 848,550 Shares deemed to be beneficially owned by the Filing
Person and certain persons affiliated with the Filing Person), and 913,751
Class B Common Shares issued and outstanding. The total of 6,110,109
outstanding Shares, less the 848,550 Shares deemed to be beneficially owned
by the Filing Person and certain persons affiliated with him, result in
5,261,559 Shares subject to the offer. Based on the foregoing, the
transaction value is equal to the product of 5,261,559 Shares and $7.00 per
Share. The amount of the filing fee calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[x] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $7,367
Form or Registration No.: Schedule TO
Filing Party: Jerry Moyes
Date Filed: May 23, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check the
appropriate boxes below to designate any transactions to which the
statement relates: [x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [x]
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SCHEDULE TO
This Amendment No. 3, which is the final amendment to the Schedule TO
Tender Offer Statement (this "Amendment"), relates to the offer by Jerry Moyes
("Purchaser") to purchase all outstanding shares of Class A Common Stock, par
value $.01 (the "Class A Common Shares") and Class B Common Stock, par value
$.01 (the "Class B Common Shares" and together with Class A Common Shares, the
"Shares") of Simon Transportation Services Inc., a Nevada corporation (the
"Company"), at $7.00 per Share (the "Offer Price"), net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 23, 2000, and in the related Letter of Transmittal (which together
with any amendments or supplements thereto, collectively constitute the
"Offer").
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented with the following information:
On June 30, 2000, the Offer expired in accordance with its terms, and the
Purchaser issued a press release announcing the final results of the Offer. A
copy of the Purchaser's June 30, 2000 press release is filed as Exhibit (a) (1)
(K).
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented with the following information:
(a) (1) (K) - Text of Press Release issued by Purchaser on June 30, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
By: /s/ Mark A. Scudder
Mark A. Scudder on behalf of Jerry Moyes, individually
(Signature)
Mark A. Scudder, under power of attorney
(Name and title)
June 30, 2000
(Date)
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Exhibit (a) (1) (K)
JERRY MOYES' TENDER OFFER FOR
SIMON TRANSPORTATION SERVICES INC. EXPIRES
FOR IMMEDIATE RELEASE: FRIDAY, JUNE 30, 2000
Phoenix, Az. (PR Newswire)-Jerry Moyes announced today that his tender
offer for all outstanding shares of Class A and Class B Common Stock of Simon
Transportation Services Inc. (Nasdaq: SIMN) at $7.00 per share net to the seller
in cash has expired without all conditions being satisfied and will not be
extended. Accordingly, Mr. Moyes will not purchase any of the tendered shares
pursuant to the tender offer. Mr. Moyes also withdrew his consent solicitation,
which had attempted to elect his nominees as a majority of the board of
directors. Approximately 1.4 million shares had been tendered through 5:00 p.m.,
Eastern time, June 30, 2000, the date to which the original June 21, 2000
deadline had been extended. In accordance with the terms of the tender offer and
applicable law, the tendered shares will be returned as directed by the
tendering stockholders.
Mr. Moyes stated: "Based on the response to date, I concluded that the
tender offer and consent solicitation were unlikely to succeed. Going forward, I
hope to increase my stake in Simon Transportation. However, depending on a
variety of factors, I may buy or sell in future transactions. Simon's management
and I have discussed the possibility of my consulting with the Company and
possibly serving on its board of directors. I have made no decision and intend
to consider that possibility. Although I presently do not intend to attempt to
acquire a controlling interest in the Company or seek to obtain majority
representation on its board, I do not rule out that possibility in the future."
The Information Agent for the Offer and the Consent Solicitation was:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
Call Toll-Free (800) 322-2885
Fax Number (212) 929-0308