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: April 20, 2001
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 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;
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; 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,
including Swift's pending merger with M.S. Carriers, Inc.; increases in claims
or the cost of insurance; and competition from trucking, rail and intermodal
competitors. With respect to the proposed acquisition of M.S. Carriers, Inc.
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 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). 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 transaction between Swift and M.S. Carriers will be
submitted to the companies' stockholders for their consideration. Swift has
filed a registration statement on Form S-4 that
includes a joint proxy statement/prospectus. STOCKHOLDERS SHOULD READ THE JOINT
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION THAT HAS BEEN
FILED WITH THE SEC AND WILL BE MAILED TO STOCKHOLDERS. THE JOINT PROXY
STATEMENT/PROSPECTUS CONTAINS 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 is contained in the joint proxy statement/prospectus.
The communication filed herewith is a press release of Swift issued
April 19, 2001.
SWIFT TRANSPORTATION CO., INC. REPORTS
FIRST QUARTER RESULTS
Phoenix, AZ - April 19, 2001 -- Swift Transportation Co., Inc. (NASDAQ-NMS:
SWFT) today announced its results for the first quarter ended March 31, 2001.
Revenues for the three months ended March 31, 2001, increased 12.3% to $327.4
million, compared with $291.5 million for the corresponding quarter of 2000. Net
earnings decreased to $1.2 million or 2 cents per share, compared to $10.7
million or 17 cents per share for the three months ended March 31, 2000. The
gain from the sale of equipment was $960,000 this quarter versus $4.6 million in
2000 as we sold 720 tractors and trailers in the quarter versus 2,241 tractors
and trailers in 2000. The lower gain on sale of revenue equipment reduced our
2001 results by approximately 3 cents per share compared to 2000.
The waiting periods required under the Hart-Scott-Rodino Act for the pending
merger with M.S. Carriers have expired and Swift has filed a joint
proxy/registration statement on Form S-4 and expects to complete the merger this
summer.
Jerry Moyes, Chairman and Chief Executive Officer, said, "As we previously
announced, the weak freight environment, which is affecting the entire trucking
industry, significantly impacted our financial results for the quarter. We
continued to gain market share, as revenue grew by 12.3%. However, net earnings
were impacted by an increased deadhead percentage and decreased utilization. On
a positive note, in the quarter we experienced continued success in recruiting
drivers and a slight reduction in fuel cost per gallon versus the fourth quarter
of 2000."
Swift will hold a conference call to discuss these results at 4:30 PM Eastern
Daylight time on Monday April 23, 2001. Individuals with questions may dial in
at 877-888-4210. For others, the conference call will be broadcast live on the
Internet at http://www.streetevents.com/ and may also be accessed through the
Company's web site, http://www.swifttrans.com/. Replays will be available on
these websites for one week.
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.
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.
Condensed, consolidated statements of earnings for the three month periods ended
March 31, 2001 and 2000 are as follows:
Swift Transportation Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(unaudited)
(in thousands, except per share amounts)
Three months ended
March 31,
2001 2000
---- ----
Operating revenue $ 327,411 $ 291,522
Operating expenses:
Salaries, wages and employee benefits 126,542 103,606
Operating supplies and expenses 28,715 23,754
Fuel 46,541 39,786
Purchased transportation 57,431 55,209
Rental expense 20,178 14,158
Insurance and claims 8,898 8,918
Depreciation and amortization 18,606 13,644
Communication and utilities 4,393 3,854
Operating taxes and licenses 9,156 8,482
----------- -----------
Total operating expenses 320,460 271,411
----------- -----------
Operating income 6,951 20,111
Interest expense (net) 4,750 3,000
Other expense (income) 315 (244)
----------- -----------
Earnings before income taxes 1,886 17,355
Income taxes 730 6,700
----------- -----------
Net earnings $ 1,156 $ 10,655
=========== ===========
Diluted earnings per share $ .02 $ .17
=========== ===========
Shares used in per share calculations 64,606 64,050
=========== ===========
Contact: Jerry Moyes, President, or Bill Riley, CFO of Swift Transportation
(602) 269-9700
Swift Transportation Co., Inc. and Subsidiaries
Operating Statistics
(Excluding Fuel Surcharge)
Three months ended
March 31,
2001 2000
---- ----
Total Miles * 259,424 232,048
Loaded Miles * 217,873 199,213
Trucking Revenue * $ 303,334 $ 269,099
Revenue per Tractor per day $ 471 $ 481
Revenue per loaded mile $ 1.3923 $ 1.3508
Average Linehaul Tractors 10,072 8,606
Deadhead Percentage 16.02% 14.15%
Period End Linehaul
Tractor Count
Company 8,224 7,023
Owner Operator 2,160 1,908
------------- -------------
Total 10,384 8,931
------------- -------------
* In Thousands
This press release is being filed with the SEC pursuant to Rule 425 under the
Securities Act of 1933.