Swift Transportation Co Inc – ‘425’ on 12/13/00 re: MS Carriers Inc

On:  Wednesday, 12/13/00, at 4:44pm ET   ·   Accession #:  1008886-0-99   ·   File #:  0-14781

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         4     16K 

425
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                         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: December 13, 2000

        Except for historical information,  all other 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 the proposed  transaction,  the combination's
expected   accretiveness  to  Swift's  earnings,   Swift's   post-merger  market
capitalization,  expectations  regarding  public  offerings of shares,  expected
synergies,  and pro forma financial and other  information.  Such statements are
based upon the current beliefs and  expectations  of Swift's and M.S.  Carriers'
management  and are  subject  to  significant  risks and  uncertainties.  Actual
results may differ from those set forth in the forward-looking statements. These
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;  the risk that the revenue  synergies and cost
savings from the merger may not be fully  realized or may take longer to realize
than expected;  disruption  from the merger making it more difficult to maintain
relationships  with customers,  employees or suppliers.  Additional 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 1999  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 transaction 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.                                                                        
 1

425
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
         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 following communications are filed herewith:                

1.      Letter to drivers and owner-operators of M.S. Carriers from Mike Starnes
on December 12, 2000.                                           

2.      Communication  to drivers  and  owner-operators  of M.S.  Carriers  with
frequently asked questions and answers on December 12, 2000.    

 2

425
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
1.      Letter to drivers and owner-operators of M.S. Carriers from Mike Starnes
on December 12, 2000.                                           

Dear M.S. Carriers family members,                                              

        For me, the decision to merge with Swift did not come quickly.  It was a
product  of many  hours  of  personal  deliberation.  This  past  week  has been
emotionally  one of the  toughest I have ever had to face.  But looking  back, I
believe that our merger with Swift  Transportation is the best possible decision
that I could have made,  and one that  considers each of you that have worked so
long and hard for M.S. Carriers.                                                

        As most of you know,  I started this company a little more than 20 years
ago at my kitchen table.  I had one truck,  very little cash, a vision and a lot
of  driving  ambition.  Each of you has helped me to create  something  that few
others  could  have  ever  accomplished.  It  should  be  obvious,  this  a very
heart-felt  and emotional  time for me. That is mainly  because you have done so
much to make me proud of what we have  accomplished  in such a short  period  of
time.                                                                           

        Becoming  a part of Swift is the  right  thing for all of us. It was the
kind of  opportunity  that makes  something  much,  much greater than simply the
combination of the two companies.  This was just an opportunity that I could not
let pass us by.                                                                 

        I need each and every driver today,  more than ever before,  because our
business has increased.  This  combination will mean the new company will be the
nation's largest publicly traded truckload carrier. There is very little overlap
between customer accounts and with 15,000 trucks we will be better able to serve
a larger number of customers.  This is a great accomplishment and of a magnitude
that M.S.  Carriers  could not have made on its own. I'm asking that each of you
stay on board and work with me to continually strengthen our team.              

              Your friend,

                  /s/ Mike Starnes
              Mike Starnes

 3

425
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
2.      Communication  to drivers  and  owner-operators  of M.S.  Carriers  with
frequently asked questions and answers on December 12, 2000.    

Today's Most Frequently Asked                                                   
Questions & Answers With Mike Starnes                                           
Tuesday, December 12, 2000                                                      

As you can  imagine,  the  phones  have been busy  around  here  today  after we
announced last night that M.S. Carriers and Swift approved an agreement to merge
the two companies.                                                              

Here are today's most frequently asked questions and answers:                   

Q. What about my pay package? Will it change?                                   

A. Your pay package with the new company will not change.  Many of you know that
Swift's package is not quite as good as ours but you will not be dropped back to
meet theirs. You will stay at your current pay package.                         

Q. What about my truck?  Swift's  trucks are  governed  lower.  Will mine be cut
back?                                                                           

A. No. All M.S. Carriers trucks will stay governed at 65 mph and will not be cut
back.                                                                           

Q. What will happen to the Circle of Excellence and other awards programs?      

A. We value those programs and from your comments, you obviously value them too.
That's  why we will  continue  the  Circle of  Excellence  awards and other such
valuable programs...to recognize you for the great job you do for the company.  

Q. Are Owner Operators still needed and wanted?                                 

A. Yes, you absolutely are needed,  now more than ever.  This merger is going to
do nothing put give all the drivers of both  companies  more  opportunities  for
more miles.  There's a lot of freight out there to be hauled and the new company
will definitely get its share so we need you and all the company drivers to stay
with us. As I said yesterday,  this merger is not built on cost cutting, instant
synergies or lay-offs.  We need all our drivers performing at their best to make
this a success. It simply means more miles for you.                             

Thanks  for your  support.  It's a new day and  we're  going to be out  there in
front, leading the parade with your help.                                       

4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		12/13/00		1					425
		12/12/00		2		4			425
									List all Filings