SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
P.A.M. TRANSPORTATION SERVICES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
693149-10-6
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(CUSIP Number)
MATTHEW T. MOROUN
12225 STEPHENS ROAD
WARREN, MI 48089
(810) 939-7000 EXT. 2351
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 18, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f), or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
Page 1 of 10
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1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
MATTHEW T. MOROUN
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SEE ITEM 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES OF AMERICA
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 2,568,713*
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 3,092,000**
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9. SOLE DISPOSITIVE POWER
2,568,713*
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10. SHARED DISPOSITIVE POWER
3,092,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,660,713
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.6%
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14. TYPE OF REPORTING PERSON
IN
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* Consists of (i) 2,510,713 shares of Issuer's common stock held by MJM
First Limited Partnership, a Michigan limited partnership the general
partner of which is a corporation controlled by Matthew T. Moroun, (ii)
47,000 shares of Issuer's common stock acquired by Mr. Moroun in open
market transactions using his personal funds between March 8, 1999 and
March 30, 2001, (iii) 4,000 shares of Issuer's common stock issued to
Mr. Moroun upon the exercise of options granted to him by the Issuer,
and (iv) 7,000 shares of Issuer's common stock issuable to Mr. Moroun
upon the exercise of currently exercisable, non-qualified options
granted to him by the Issuer over the preceding four years.
** Consists of 3,092,000 shares of Issuer's common stock held by the
Moroun Trust, of which Mr. Moroun is a beneficiary and a co-trustee with
Norman E. Harned.
Page 2 of 10
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1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
NORMAN E. HARNED
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SEE ITEM 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES OF AMERICA
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 3,092,000
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,092,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,092,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
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14. TYPE OF REPORTING PERSON
IN
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Page 3 of 10
AMENDMENT NO. 1 TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1934, AS AMENDED
This Amendment No. 1 amends and restates in its entirety the Schedule
13D filed by the Reporting Persons on December 23, 1996 (the "Schedule 13D") in
relation to shares of common stock, par value $.01 per share, of P.A.M.
Transportation Services, Inc., a Delaware corporation. The Schedule 13D is
hereby amended and restated to read as follows:
ITEM 1. SECURITY AND ISSUER
This filing relates to shares of common stock, par value $.01 per
share (the "Common Stock"), of P.A.M. Transportation Services, Inc., a Delaware
corporation ("Issuer"). The address of the principal executive offices of Issuer
is Highway 412 West, Tontitown, Arkansas 72770.
ITEM 2. IDENTITY AND BACKGROUND.
The individuals filing this statement are Matthew T. Moroun and
Norman E. Harned.
Mr. Moroun's present business address is 12225 Stephens Road,
Warren, Michigan 48089. Mr. Moroun is at present principally occupied as
chairman and director of Oakland Financial Corporation, a financial services
holding company based in Sterling Heights, Michigan. Mr. Moroun is also a
director of Issuer and CenTra, Inc., a transportation holding company based in
Warren, Michigan.
Mr. Harned's present business address is 12225 Stephens Road,
Warren, Michigan 48089. Mr. Harned is at present principally occupied as Vice
President and Treasurer of CenTra, Inc.
During the past five years, neither Mr. Moroun nor Mr. Harned has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors), nor has either individual been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which either individual has been or is currently subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws. Mr. Moroun and Mr. Harned are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 14, 1990, MJM First Limited Partnership, a Michigan
limited partnership ("MJM"), purchased 2,510,713 shares of Common Stock from
another stockholder of Issuer for a total price of $627,678. The source of funds
for this transaction was cash on hand. On the same date, Central Transport, Inc.
purchased 2,000,000 shares of Issuer's preferred stock and warrants (the
"Warrants") to purchase 3,092,000 shares of Common Stock. Central Transport,
Inc. then immediately sold the Warrants to MJM. The general partner of MJM was
Page 4 of 10
previously a corporation over which Mr. Moroun had no control and of which Mr.
Moroun was neither an officer nor a director. The general partner of MJM is now
a corporation owned and controlled by Mr. Moroun.
On December 23, 1996, MJM transferred the Warrants to Mr. Moroun
who in turn transferred the Warrants to the Moroun Trust, a grantor trust for
the benefit of Mr. Moroun and DuraRock Underwriters, Ltd., a reinsurance
company. Mr. Moroun is a beneficiary and a co-trustee with Mr. Harned of the
Moroun Trust. On December 30, 1996, the Moroun Trust fully exercised the
Warrants, thereby purchasing 3,092,000 shares of Common Stock at an exercise
price of $1.50 per share. The source of the funds used to exercise the Warrants
was cash on hand.
Since December 30, 1996, Mr. Moroun has purchased 47,000 shares
of Common Stock in open market transactions. These acquisitions occurred in the
following amounts, on the following dates and at the following purchase prices:
(i) 1,000 shares on March 8, 1999 for $7.98 per share, (ii) 1,000 shares on
April 15, 1999 for $7.86 per share, (iii) 1,000 shares on June 15, 2000 for
$8.57 per share, (iv) 1,300 shares on June 16, 2000 for $8.56 per share, (v) 300
shares on June 27, 2000 for $8.58 per share, (vi) 3,200 shares on June 29, 2000
for $8.56 per share, (vii) 1,000 shares on July 6, 2000 for $8.57 per share,
(viii) 2,000 shares on July 7, 2000 for $8.56 per share, (ix) 5,000 shares on
August 10, 2000 for $8.56 per share, (x) 5,000 shares on August 11, 2000 for
$8.56 per share, (xi) 5,000 shares on November 21, 2000 for $8.56 per share,
(xii) 11,200 shares on November 28, 2000 for $8.19 per share, (xiii) 5,000
shares on December 18, 2000 for $7.81 per share, and (xiv) 5,000 shares on March
30, 2001 for $7.06 per share. The source of the funds used to acquire these
shares was Mr. Moroun's personal funds.
Over the preceding four years, Issuer has granted Mr. Moroun
non-qualified options to purchase up to 11,000 shares of Common Stock, 4,000 of
which have been exercised to date and 7,000 of which are currently exercisable
but remain outstanding. Of the 4,000 options which Mr. Moroun has exercised,
2,000 were exercised on March 2, 1999 for an exercise price of $2.38 per share,
1,000 were exercised on March 2, 1999 for an exercise price of $6.00 per share,
and 1,000 were exercised on January 18, 2002 for an exercise price of $6.00 per
share. The price for exercising these options was paid by Mr. Moroun using his
personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition on February 14, 1990 by MJM of 2,510,713 shares
of Common Stock, the exercise of the Warrants on December 30, 1996 by the Moroun
Trust, the acquisition between March 8, 1999 and March 30, 2001 by Mr. Moroun of
47,000 shares of Common Stock, and the exercise between March 2, 1999 and
January 18, 2002 by Mr. Moroun of options to purchase 4,000 shares of Common
Stock were all effectuated both for investment purposes and to exercise
influence and control over the management and operations of Issuer. In his
capacity as the owner of the corporation that is the general partner of MJM, a
co-trustee of the Moroun Trust, and a director of Issuer, Mr. Moroun is the
beneficial owner of a majority of the outstanding shares of Common Stock and has
significant influence over the management and operations of Issuer.
Mr. Moroun has informed Issuer that he currently intends to sell
or cause to be sold up to an aggregate of 1,200,000 shares of Common Stock to
the public, some of which shares may be owned by Mr. Moroun directly and others
of which may be held by MJM and the Moroun Trust. Mr. Harned is a co-trustee of
the Moroun Trust and may therefore be deemed to
Page 5 of 10
beneficially own shares of Common Stock intended to be sold to the public. On
February 20, 2002, Issuer filed a registration statement under the Securities
Act of 1933, as amended, registering 3,996,250 shares of Common Stock (including
521,250 shares of Common Stock subject to the underwriters' option to purchase
additional shares of Common Stock), 2,100,000 of which are being registered for
sale by Issuer and up to 1,375,000 of which are being registered for sale by
several selling stockholders, one of whom is Mr. Moroun. In addition to the
planned sale of shares to the public, depending on market conditions, alternate
investment opportunities, liquidity needs, and other relevant business
considerations, Mr. Moroun, MJM and the Moroun Trust may from time to time
explore opportunities for disposing of shares of Common Stock owned by them, or
of acquiring additional shares of Common Stock, in either case through one or
more open market sales or purchases, public or private offerings, privately
negotiated transactions or otherwise.
Except as set forth in the preceding paragraph, the reporting
persons have no present intention of making any plans or proposals that relate
to or would result in (a) the acquisition of additional securities of Issuer or
the disposition of securities of Issuer, (b) an extraordinary corporate
transaction such as a merger, reorganization, or liquidation, (c) a sale or
transfer of a material amount of assets of Issuer or any of its subsidiaries,
(d) any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies (although the reporting persons may cause future
changes to be made to the composition of the board through the addition of new
members), (e) any material change in the present capitalization or dividend
policy of Issuer, (f) any other material changes in Issuer's business or
corporate structure, (g) changes in Issuer's Charter, By-Laws, or instruments
corresponding thereto or other actions which may impede the acquisition or
control of Issuer by any person, (h) a class of securities of Issuer being
delisted from a national securities exchange or to ceasing to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of equity securities of Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or (j) any actions similar to those
listed in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Moroun beneficially owns an aggregate of 5,660,713
shares, or 65.6%, of the Common Stock, including currently exercisable,
non-qualified options to purchase 7,000 shares of Common Stock. Of the 5,660,713
shares beneficially owned by Mr. Moroun, 2,510,713 shares are held of record by
MJM, the general partner of which is a corporation controlled by Mr. Moroun, and
3,093,000 shares are held of record by the Moroun Trust, of which Mr. Moroun is
a beneficiary and together with Mr. Harned a co-trustee.
Mr. Harned beneficially owns an aggregate of 3,092,000 shares, or
35.8%, of the Common Stock, which shares are held of record by the Moroun Trust,
of which Mr. Harned together with Mr. Moroun is a co-trustee.
(b) Mr. Moroun has sole power to vote or direct the vote and to
dispose or direct the disposition of 2,568,713 shares of Common Stock, which
includes currently exercisable, non-qualified options to purchase 7,000 shares
of Common Stock. Mr. Moroun and Mr. Harned share the power to vote or direct the
vote and to dispose or direct the disposition of 3,092,000 shares of Common
Stock held by the Moroun Trust.
Page 6 of 10
(c) On January 18, 2002, Mr. Moroun exercised options to acquire
1,000 shares of Common Stock for an exercise price of $6.00 per share. The price
for exercising these options was paid by Mr. Moroun using his personal funds.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is filed with this report:
Exhibit 1 Joint Filing Agreement dated as of March 8, 2002 by and
among the Reporting Persons.
Page 7 of 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 8, 2002
By: /s/ Matthew T. Moroun
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Matthew T. Moroun
By: /s/ Norman E. Harned
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Norman E. Harned
Page 8 of 10
EXHIBIT INDEX
Exhibit No.
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Exhibit 1 Joint Filing Agreement dated as of March 8, 2002 by and
among the Reporting Persons.
Page 9 of 10
Exhibit 1
JOINT FILING AGREEMENT
We, the signatories of Amendment No. 1 to the Schedule 13D to which this
Agreement is attached, hereby agree that in accordance with Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 and
any further amendments to the Schedule 13D filed by any of us will be filed on
behalf of each of us.
Dated: March 8, 2002
By: /s/ Matthew T. Moroun
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Matthew T. Moroun
By: /s/ Norman E. Harned
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Norman E. Harned
Page 10 of 10