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

On: Tuesday, 12/12/00, at 8:47pm ET · As of: 12/13/00 · Accession #: 1008886-0-96 · File #: 0-14781

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/13/00  Swift Transportation Co Inc       425                    1:23K  MS Carriers Inc                   Scudder Law Firm P C/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         9     34K 

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                                         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 12, 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.                                                                        
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         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.  Communication to customers of M.S. Carriers on December 12, 2000.           
2.  Communication to office employees of Swift on December 12, 2000.            
3.  Communication to Swift drivers by satellite on December 12, 2000.           

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1.   Communication to customers of M.S. Carriers on December 12, 2000.          

Dear Valued Customer,                                                           

It is with great  excitement  that I can announce the merger  agreement  between
Swift Transportation  Co., Inc. and M.S. Carriers, Inc. The details of the press
release follow.                                                                 

What does this mean to our  customers?  First of all,  I want to assure you that
there will be no interruptions in service or our commitment  level. We are going
to make  sure  that we are easy to do  business  with.  As  always,  maintaining
relationships with our customers is our top priority.                           

Long term,  this merger will be a strong  positive to both our customers and our
industry. We will have the ability to offer greater density in all major markets
while improving service.                                                        

All  contacts and phone  numbers  will be the same.  Please feel free to call us
anytime. We are only a phone call away.                                         

Sincerely,                                                                      

/s/ Woody Welch                                                                 
Woody Welch                                                                     
Sr. Vice President, Marketing                                                   
M.S. Carriers                                                                   

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                                                           For Immediate Release

 SWIFT AND M.S. CARRIERS ANNOUNCE MERGER

     Phoenix,  Arizona  and  Memphis,  Tennessee,  December  11,  2000 - - Swift
Transportation Co., Inc. (Nasdaq:  SWFT) and M.S. Carriers,  Inc. (Nasdaq: MSCA)
today  announced  that they have agreed to a merger in which M.S.  Carriers will
become a wholly owned  subsidiary of Swift.  The  combination  of Swift and M.S.
Carriers will create the largest and most  profitable  North American  truckload
motor carrier, with over $2 billion in pro forma 2000 revenue,  15,000 tractors,
and significant service penetration in Mexico, Canada, and throughout the United
States.  The  combination  is expected to be accretive  to Swift's  earnings per
share in 2001 before merger-related costs.                                      

         In the merger,  1.7 shares of Swift common stock will be exchanged  for
each share of M.S.  Carriers common stock.  At Swift's closing price today,  the
M.S. Carriers  stockholders would receive approximately $34.32 for each share of
M.S.  Carriers  common  stock,  a premium of more than 52% over today's  closing
price of M.S. Carriers common stock.  Former  stockholders of M.S. Carriers will
hold approximately 22% of Swift's  outstanding common stock after the merger. At
today's  closing  price,  Swift's  post-merger  market  capitalization  would be
approximately  twice  as great as the next  largest  publicly  traded  truckload
carrier.                                                                        

         The  definitive  merger  agreement  has been  approved by the boards of
directors of both  companies.  The merger is subject to a number of  conditions,
including  antitrust clearance and stockholder  approval of both companies.  The
merger is  expected  to be  accounted  for as a pooling of  interests  and to be
tax-free to the  stockholders of Swift and M.S.  Carriers.  Prior to the merger,
Swift expects to offer  approximately  2,000,000  shares of its common stock and
M.S. Carriers expects to offer approximately  300,000 shares of its common stock
in public offerings. Both Jerry Moyes, the CEO and largest stockholder of Swift,
and Michael S. Starnes,  the CEO and largest stockholder of M.S. Carriers,  have
agreed to vote their  shares in favor of the merger.  The  companies  expect the
merger to be completed in the Spring of 2001.                                   

         Swift's Chairman,  President, and Chief Executive Officer, Jerry Moyes,
stated: "For several years, we have believed that M.S. Carriers offered the best
strategic fit of any potential  merger  partner.  Operationally,  both companies
focus on short-to-medium length of haul, regional operations.  Swift is stronger
in the western  United States,  while M.S.  Carriers  operates  primarily in the
eastern United States and in Mexico. We believe adding M.S.  Carriers'  strength
in the  eastern  United  States to Swift's  presence  will  enable the  combined
companies to offer  increased  capacity to  customers,  reduce empty miles,  and
improve  productivity.  Swift's  western  operation will have the same impact on
M.S.  Carriers'  presence  in the West.  From a customer  perspective,  there is
little overlap among the companies' top accounts, which will present significant
cross-marketing  opportunities.  In  addition,  M.S.  Carriers  has made greater
investments in technology, which can be leveraged over the combined revenue base
by  capitalizing  on common  hardware and core software  systems.  The following
information,   pro  forma  for  the  merger,   demonstrates  the  power  of  the
combination:                                                                    

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Pro forma Information Concerning Swift and M.S. Carriers                        

Pro forma financial highlights:                                                 
Revenue for nine months ended 9/30/00                             $1,448,948,000
Earnings for nine months ended 9/30/00                              $ 57,410,000
1995-99 compounded annual revenue growth                                     21%
1995-99 compounded annual earnings growth                                    28%
September 30, 2000 stockholders' equity                            $ 649,445,000

Pro forma publicly traded truckload carrier leadership rankings 9/30/00:        

      Factors                                                               Rank
      Revenue                                                                  1
      Earnings                                                                 1
      Tractors                                                                 1
      Trailers                                                                 1
      Stockholders' equity                                                     1
      Market capitalization                                                    1

         "The combination fits Swift's business strategy of providing  truckload
service  throughout  North  America by  combining  Swift's  Canadian and Mexican
operations with the operations of M.S.  Carriers in those countries.  Swift owns
49% of Mexican carrier, TransMex, and M.S. Carriers owns 50% of Mexican carrier,
Transportes  EASO.  The services of the two Mexican  carriers are  complementary
because  Transportes EASO is the largest domestic truckload traffic  transporter
in Mexico,  whereas  TransMex is  primarily  involved in  international  freight
movements," said Mr. Moyes.                                                     

         "The  merger   also   demonstrates   our   continuing   commitment   to
Transplace.com,  LLC.  Swift and M.S.  Carriers  were both  founding  members of
Transplace.com,   the  Internet-based   global   transportation   logistics  and
e-procurement  company  formed  on April 18,  2000 by six of the  seven  largest
publicly-traded  truckload carriers. With the merger, Swift's and M.S. Carriers'
combined 30% share will represent the largest ownership interest in Transplace,"
Moyes continued.                                                                

         Michael S. Starnes will continue as the  President and Chief  Executive
Officer of M.S. Carriers and will be responsible for coordinating the operations
of M.S. Carriers with Swift's  operations in the eastern United States,  Mexico,
and Canada.  Mr. Starnes said: "I believe that merging with Swift represents the
best  path  for M.S.  Carriers'  customers,  employees,  and  stockholders.  Our
customers  will  continue to receive  outstanding  service and will benefit from
added  capacity.  Our  employees  will become  part of an  industry  leader with
tremendous  growth  prospects  and  many  opportunities  for  advancement.   Our
stockholders  will  gain a  premium  over our  recent  trading  price as well as
greater  liquidity  and  ownership  in a company with an  outstanding  record of
revenue and earnings growth. I believe the merger offers a unique opportunity to
create a combined company that can be greater than the sum of its parts. That is
why I agreed to it. I am confident that Jerry Moyes and I will work very well in
bringing our two great companies together."                                     

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         Mr. Starnes,  a former President of the U.S. Chamber of Commerce,  will
join Swift's board of directors.  Edward A. Labry III, President of Concord EFS,
an electronic  transactions  purchasing and money  transfer  company and current
M.S.  Carriers  director,  also is expected to join Swift's  board of directors.
Concord EFS is traded on the Nasdaq Stock Market under the symbol "CEFT" and has
a market capitalization of over $9 billion.                                     

         The companies  expect to continue the M.S.  Carriers  operations out of
Memphis with existing management and other personnel remaining in place. For the
near term, M.S. Carriers will operate  independently,  as the companies focus on
cost savings  through  purchasing  economies,  lower  borrowing  rates,  and the
increased use of lower-priced  bulk fuel available at Swift's  facilities.  Over
time,  the  companies  will  analyze  traffic  lanes,  terminal  locations,  and
equipment positions to attempt to enhance productivity and minimize empty miles.
The companies also may move or consolidate certain  administrative  functions in
Phoenix or Memphis. Over two to three years the companies anticipate significant
operating synergies, but cost savings from synergies have not been factored into
any forecasts.                                                                  

         Merrill  Lynch & Co. served as financial  advisor to M.S.  Carriers and
rendered  a fairness  opinion to its Board of  Directors.  Credit  Suisse  First
Boston is  serving  as a  financial  advisor  to Swift  with  respect to certain
securities matters relating to the transaction.                                 

         Swift  can be  reached  on  the  Web at  www.swifttrans.com,  and  M.S.
Carriers' web address is www.mscarriers.com                                     

         SWIFT AND M.S.  CARRIERS WILL HOLD A JOINT PRESS  CONFERENCE AT 8:30 PM
CENTRAL STANDARD TIME TODAY AT THE HEADQUATERS OF M.S. CARRIERS,  3171 DIRECTORS
ROW,  MEMPHIS,  TENNESSEE,  TO DISCUSS THE TRANSACTION.  SWIFT AND M.S. CARRIERS
WILL HOLD A TELEPHONE  PRESENTATION  FOR THE  INVESTMENT  COMMUNITY  AT 11:00 AM
EASTERN  STANDARD  TIME ON TUESDAY  DECEMBER 12,  2000,  TO DISCUSS THE PROPOSED
MERGER.  PERSONS  INTERESTED  IN  LISTENING TO THE  PRESENTATION  MAY DIAL IN AT
800-869-4366.                                                                   

        This press release contains statements that are  forward-looking  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'  managements 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 inability to obtain
governmental  approvals of the merger on the proposed  terms and  schedule;  the
failure of Swift 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 costs savings anticipated from the merger may not be fully
realized  or may take  longer to realize  than  expected;  disruptions  from the
merger  making it more  difficult  to  maintain  relationships  with  customers,
employees or suppliers;  and increased  competition  and its effects on pricing,
spending,  third-party relationships and revenues. Additional factors that could
cause results to differ  materially from those described in the  forward-looking
statements  can be found in the 1999  Annual  Report on Form 10-K of Swift filed
with the Securities and Exchange Commission.                                    

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        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.                                                                        

         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:                                                                        

For Swift:                                         For M.S. Carriers:           
William F. Riley, III                              Joseph Barrow                
Senior Executive Vice President    - or -          Senior  Vice  President  -   
and CFO                                            Finance  and  Administration,
602/269-9700                                       CFO, and Secretary-Treasurer 
                                  901/332-2500

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2.  Communication to employees of Swift on December 12, 2000.                   

Employee Communication Package                                                  

Today,  the Board of  Director  of both  Swift  and M.S.  Carriers  approved  an
agreement to merge the two companies.  M.S.  Carriers  shareholders will receive
1.7 shares of Swift stock for every share of M.S.  Carriers stock. M.S. Carriers
stock closed at $22.50 on 12/11/2000.  At Swift's  12/11/2000 closing price, the
value of this offer is $34.32 per share, a 53% premium.                         

Why did Swift choose M.S. Carriers?                                             

I have publicly  stated our goal of attaining  revenues of $2.5 billion in 2003.
This combination will form the most formidable  public truckload  carrier in the
market.                                                                         

Number 1 in revenue.                                                            
Number 1 in earnings.                                                           
Number 1 in tractors.                                                           
Number 1 in trailers.                                                           
Number 1 in driver service centers.                                             
Number 1 stockholder equity.                                                    
Number 1 in market value.                                                       

I strongly  believe that not only will we be Number 1 right now, but also in two
years, five years, twenty years. I believe large-scale consolidation is going to
happen in the industry  and I want to be leading that change.  We've chosen this
path because due to the  strategic fit of the  companies,  I believe 1 + 1 could
equal more than 2.                                                              

Why did Swift decide to do this now?                                            

Quite  frankly,  we were able to choose the best  partner out there.  We're both
very strong  companies  in our own right.  Together,  I think we'll  become even
stronger and accomplish  more than we could  separately.  I think the timing for
this move is perfect.                                                           

Why is M.S. Carriers the best partner?                                          

We have  complementary  strengths;  Swift is the largest in the western U.S. and
M.S.  Carriers is the  strongest in the eastern U.S. The  combination  makes for
increased   densities  in  both  markets  with  very  little  customer  overlap.
Additionally,  new  markets  will be  opened  up as our  customer  base can take
advantage of their much  greater  capabilities  in Mexico.  Our  partnership  in
TRANSPLACE.com  will be strengthened by further solidifying the ownership group.
The combined entity will own  approximately  30% of TRANSPLACE;  16% coming from
Swift and 14% from M.S. Carriers                                                

What's going to happen tomorrow?                                                

Today we have announced that the Board of Directors for each company has reached
a definitive agreement.                                                         

Looking forward, this merger is not built on cost cutting,  instant synergies or
lay-offs. In fact, both companies need everyone performing at his or her best to
make it a success. We're not going to rush integrating the two companies.       

A general calendar for the deal is:                                             
Today, we've announced the intent to merge Swift and M.S.  Carriers.  There will
be three to five months of regulatory  review and  approval.  Then a vote by the
shareholders  of each  company  to  approve  the deal.  And we should  close the
transaction sometime in the Spring of 2001.                                     

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3.  Communication to Swift drivers by satellite on December 12, 2000.           

QualComm Message to Swift Transportation Drivers

From: Jerry Moyes                                                               

The  Board of  Directors  of Swift  Transportation  announced  it has  signed an
agreement to merge M.S.  Carriers into Swift as a wholly owned  subsidiary based
in Memphis, TN. The vision of this combination is to create the largest publicly
held truckload motor carrier in the country with complementary  strengths on the
East and West Coasts.  The  companies  will not be integrated  immediately.  Our
implementation of the M.S.  operations into Swift will spread over approximately
three years. As a result of the merger,  Swift will be the largest publicly held
truckload motor carrier in terms of revenues,  earnings,  tractors and trailers.
We look forward to this strategic  marriage of the two premier  truckload  motor
carriers in the country.                                                        

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘425’ Filing	Date	First	Last	Other Filings

Filed as of:	12/13/00			425
Filed on:	12/12/00	1	9	425
	12/11/00	4		8-K
	9/30/00	5		10-Q
	4/18/00	5
				List all Filings

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Filing Submission 0001008886-00-000096 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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

On: Tuesday, 12/12/00, at 8:47pm ET · As of: 12/13/00 · Accession #: 1008886-0-96 · File #: 0-14781

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

Dates Referenced Herein and Documents Incorporated by Reference

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